Last Modified: March 05, 2021
2.2 Software Services. The parties agree that TRANSFR shall license virtual reality training simulation services to the Customer (the “Software Services”) as set forth in one or more orders executed by the Customer and TRANSFR (each, a “Service Order”).
2.3 Hardware Services. In connection with the Software Services provided, TRANSFR shall provide to the Customer certain virtual reality equipment (the “Equipment”) and provide maintenance and repair services for the Equipment (the “Hardware Services” and together with the Software Services the “Services”). Each piece of equipment shall be listed separately on the applicable software Service Order.
2.5 Payment for Services. In consideration for TRANSFR performing the Services, the Customer shall make payments in the amounts and in the timeframes set out in the applicable Service Order. Unless otherwise stated in a Service Order, payments are due within 30 (thirty) days of the date on which an invoice is sent by TRANSFR to the Customer.
3.1 Use of Equipment. The Customer agrees to use the Equipment in connection with the software provided in connection with the Software Services for training and development, and not for any other commercial use or application. The Customer shall ensure that users must be 13 years of age or older to use this application and equipment. The Customer shall be responsible for the proper use and deployment of the Equipment. TRANSFR shall provide training to the Customer on the proper use of the Equipment and any Equipment use procedures; provided, however, the Customer shall be responsible for training anyone using the Equipment on the proper use of the Equipment in accordance with any Equipment use procedures. The Customer’s TRANSFR-trained trainers shall be responsible for the proper storage, use and deployment of the Equipment. When not in use, the Equipment shall be stored in a secure location. Customer shall ensure that anyone using the Equipment has read and agreed to TRANSFR’s disclaimers contained in the software.
3.2 Maintenance and Repair. The Customer agrees that TRANSFR shall be the exclusive provider of maintenance and repair services for the Equipment.
3.3 Lost, Stolen or Damaged Equipment. The Customer is responsible for the full cost of repair or replacement of any or all of the Equipment that is damaged, lost, confiscated, or stolen from the time Customer assumes custody of the Equipment until it is returned to TRANSFR, unless otherwise explicitly set forth in the applicable Service Order. If the Equipment is lost, stolen or damaged, the Customer agrees to promptly notify TRANSFR.
4. Term and Termination
4.3 Duties Upon Termination.
4.3.2 Customer Return Obligation
The Customer will pay or reimburse TRANSFR for any amounts owed, but not yet paid, for Services performed or expenses incurred, if any, up to the effective date of termination. Any pre-paid fees or costs will not be reimbursed, whether or not allocated to any Equipment or Services.
5. No Warranty; Limitation on Liability
5.1 No Warranty
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, TRANSFR MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND WARRANTIES OF NON-INFRINGEMENT, OR COMPLIANCE WITH LAWS OR REGULATIONS.
5.2 Limitation of Liability
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, TRANSFR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, ARISING UNDER ANY THEORY OF LAW, INCLUDING BUT NOT LIMITED TO TORT AND CONTRACT, AND INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, LOST DATA OR LOST PROFITS, OR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.1 Customer Obligations
Customer shall, to the greatest extent permitted by applicable law, hold harmless TRANSFR, its officers, agents and employees from any and all claims filed by third parties for damages, costs, actions, liabilities or expenses to the extent they result from or arise out of Customer's use of the Services or Equipment, including but not limited to claims by the "Customer's" employees, contractors, users or clients, allegedly caused by use of the Product or the Equipment, and claims of infringement relating to or arising out of any content used by the Customer through the Services or Equipment.
6.2 Indemnification of the Customer
7. Confidentiality and Non-Disclosure
8. Intellectual Property
8.1 Ownership of Intellectual Property
8.2 Grant of Intellectual Property Licenses
8.2.1 The Customer hereby grants TRANSFR a fully paid, perpetual, non-exclusive, sub-licensable, irrevocable worldwide license under and to all intellectual property rights owned or controlled by the Customer that are utilized by TRANSFR as far as strictly necessary for the development of the Equipment or Services or any improvement or derivative work thereof.
8.2.2 TRANSFR grants to the Customer a non-exclusive, irrevocable (except as set forth in the termination provisions herein) license to distribute the Equipment or Services in the form provided by TRANSFR exclusively in connection with the Services and for the use as set forth in Section 3.1.
9.2 Governing Law and Arbitration
9.4 Independent Contractors
9.5 Entire Agreement
9.6 Force Majeure
All notices to either party shall be in writing and delivered by hand or by certified mail or overnight delivery service to the address set forth by the Customer or TRANSFR or to such other address as either party shall give by written notice to the other party. Notices shall be effective when delivered to the applicable address.