Updates made on July 15, 2023 to section 4.1 are highlighted in red text.
RightEye SaaS AGREEMENT - CONFIDENTIAL
Terms and Conditions
References to the “Customer” are to the entity or individual identified on the quote/invoice attached to this Agreement (the “Invoice”). The Hardware, Software and Services are provided by RightEye, LLC, a limited liability company organized under the laws of the State of Delaware (“RightEye”).
Article I: Charges, Payment, and Annual Software and Support Fee (ASSF) Renewal.
1.1. Customer shall pay to RightEye the amount due under the Invoice and any License Fees (defined below) for the online services and Hardware in accordance with this Article I. The license term (the “License Term”) and license fee prices are set forth on the Invoice (the “License Fees”). License Fees may be modified by RightEye without notice to Customer at the end of each License term.
1.2. Unless otherwise agreed by RightEye, the “Service Commencement Date” shall be the date the Hardware is delivered to Customer. Unless otherwise agreed by RightEye, prior to the Service Commencement Date, Customer shall provide to RightEye payment for the Hardware and the License term via wire transfer, check, or valid, up-to-date and complete credit or debit card information and any other relevant valid, up-to-date and complete contact and billing details and, if Customer provides its credit or debit card information to RightEye, Customer hereby authorizes RightEye to bill such credit or debit card on or within 10 business days after receipt of such billing detail, for the total amount due or at monthly intervals during the License Term as specified by the Invoice.
1.3. If RightEye has not received any payment within 30 days after the due date, and without prejudice to any of its other rights and remedies, RightEye may, without liability to Customer, disable Customer’s password, account and access to all or part of the Services and RightEye shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
1.4. All amounts and fees stated or referred to in this Agreement shall be payable in US dollars and are, subject to Article IV, non-cancellable and non-refundable. Subject to Article IV, all amounts and fees are exclusive of value added tax and any other sales tax or other applicable taxes or levies, which shall be added to RightEye's invoice(s) at the appropriate rate where applicable.
1.5 ASSF Auto-Renewal: This Invoice and Agreement shall be effective upon the Service Commencement Date (as defined in the Terms and Conditions) and shall remain in effect, unless earlier terminated as otherwise provided in this Invoice or the Terms and Conditions (the "Initial Term"). This Agreement shall automatically be renewed beyond the Initial Term for additional renewal term as specified in the Invoice (a "Renewal Term") and shall automatically be renewed at the end of each subsequent Renewal Term unless Customer provides RightEye with 30 days written notice of termination prior to the end of the Initial Term or previous Renewal Term, as the case may be.
Article II: Proprietary Rights; Hardware.
2.1. Customer acknowledges and agrees that RightEye and/or its licensors own all intellectual property rights in the Services and the Software contained on the Hardware. Except as expressly stated herein, this Agreement does not grant Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Software on the Hardware.
2.2. RightEye confirms that it has all the rights in relation to the Services and the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
2.3. Customer shall bear the entire risk of loss, theft, damage or destruction of the Hardware from any cause whatsoever.
Article III: Limitation of Liability.
3.1. IN NO EVENT SHALL RIGHTEYE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CUSTOMER OR COULD HAVE BEEN REASONABLY FORESEEN BY CUSTOMER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
3.2. IN NO EVENT SHALL RIGHTEYE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO RIGHTEYE FOR THE HARDWARE AND SERVICES PURSUANT TO THIS AGREEMENT.EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR IN THE INVOICE, RIGHTEYE MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE HARDWARE OR SERVICES, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS OR FOR PARTICULAR USE WITH RESPECT TO THE HARDWARE OR SERVICES AND HEREBY DISCLAIMS THE SAME. EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR IN THE INVOICE, RIGHTEYE IS NOT RESPONSIBLE FOR ANY REPAIRS, SERVICE OR DEFECTS IN THE HARDWARE OR SERVICES OR THE OPERATION OF SUCH HARDWARE OR SERVICES.
Article IV: Termination.
4.1 Pursuant to the terms of the Invoice, if Customer chooses not to renew the license for the Services, Customer will no longer have access to test results/reports run using the RightEye system during the License Term.
Article V: Modifications to this Agreement.
Article VI: Warranty.
6.1 RightEye warrants your system to be free from physical defects in material and workmanship for 2 years. If a defect exists, RightEye shall repair or replace the system (at our discretion) with a fully operational replacement.