This Evaluation License Agreement (this ?Agreement?) between you (the undersigned) and Arlberg Technology Partners, LLC (the ?Arlberg?. ?us?, ?we?, ?our(s)?)
governs your use of OTTO, our proprietary platform which enhances the snowsports learning experience by sharing information and enabling communication with
snowsports schools and their instructors (the ?Platform?), during the Evaluation Period (as defined below). OTTO may be accessed via the Internet at
www.skiotto.com or via our mobile application(s).
may be found at www.skiotto.com) which are incorporated into this Agreement by this reference. Arlberg and you are sometimes referred to individually as
a ?Party? and collectively the ?Parties.?
In return for the free use of and access to the Platform during the Evaluation Period, you agree to provide us with feedback about the Platform and how it
operates as well as your question and comments by submitting such feedback on the forms provide on the Platform. You agree to treat all information
related to the feedback described in the foregoing as the confidential information of Arlberg. You further agree not to disclose such confidential
information to any third party without the express prior written consent of Arlberg.
1. CONSENT. Without limiting any other agreement or consent that you may have in place with any other applicable institution, you hereby consent to your
participation in this evaluation. You further agree and acknowledge that as a part of this evaluation, we may, during the Evaluation Period, collect
2. DISCLAIMER. THE EVALUTION LICENSE GRANTED UNDER THIS AGREEMENT IS A BETA VERSION OF THE PLATFORM AND MAY CONTAIN DEFECTS. A PRIMARY PURPOSE OF THIS
EVALUATION LICENSE, FOR WHICH NO FEES HAVE BEEN CHARGED OR ARE DUE FROM YOU, IS TO OBTAIN FEEDBACK ON PLATFORM PERFORMANCE AND THE IDENTIFICATION OF
DEFECTS. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE
PLATFORM AND/OR ACCOMPANYING MATERIALS.
3. EVALUATION LICENSE.
3.1 Use. Under this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the
Platform solely to evaluate it and provide feedback to us during the Evaluation Period.
3.2 Evaluation Period. Your right to use the Platform will begin upon the date that you receive your login credentials and will continue for a period
of six (6) months, unless such period is extended by Arlberg. Upon the expiration of this Evaluation Period we will contact you via email to determine
if you would like to convert your Evaluation License to a full Platform License under the applicable terms and conditions. You are not obligated to
continue to undertake this conversion.
3.3 Ownership. You acknowledge that:
- all right, title and interest in and to the Platform and all intellectual property rights associated with the Platform are and will remain with us
and/or our licensors;
- this Agreement conveys no right or interest in the Platform other than a limited Evaluation License to access and use the Platform in accordance
with this Agreement;
- the Platform is protected by copyright and other intellectual property laws; and
- Arlberg asserts that the Platform embodies valuable confidential and secret information of Arlberg, the development of which required the
expenditure of considerable time and money.
3.4 Your Obligations. You agree that:
- you will not disclose or provide the Platform (or any modifications or derivatives thereof) to any other party;
- you will not alter, modify, adapt, translate or create derivative works of the Platform;
- you will not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or any underlying algorithms of, the Platform;
- you will take all reasonable precautions to prevent unauthorized or improper use of your login credentials; and
- you will not remove any copyright and other proprietary notices contained in the Platform;
4.SUPPORT. Platform support may be obtained by sending an email to email@example.com. We will strive to supply support in commercially reasonable time.
5. COMPLIANCE. You acknowledge that all use of the Platform must conform to the terms and conditions of this Agreement and the AUP and any other
applicable policies laws and/or regulations. You hereby agree that you will not facilitate, enable, or cause any use of the Platform in violation
this Agreement, the AUP or any other applicable policy, law and/or regulation. In the event that you discover any such improper use of the Platform,
you agree to notify us immediately.
6. LIMITED WARRANTY.
6.1 INTERNET DELAYS. THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
6.2 DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, RELATING TO THE PLATFORM.
WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL WE (OR OUR LICENSORS OR SUPPLIERS): (i) HAVE A MAXIMUM LIABILITY FOR ALL ACTUAL DIRECT DAMAGES CAUSED
BY THE PLATFORM WHICH EXCEEDS THE ACTUAL FEE PAID OR CHARGE INCURRED BY YOU THE LICENSEE; OR (ii) BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE,
EXEMPLARY, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST BUSINESS PROFITS, LOST REVENUES AND LOSS, REVENUES, DAMAGE OR DESTRUCTION OF DATA)
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. THESE LIMITATIONS WILL APPLY EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS
8. TERM AND TERMINATION.
8.1 Term & Termination. This Agreement will become effective when signed below and will terminate upon the expiration of the Evaluation Period according
to Section 3.2 above unless sooner terminated in accordance with Section 8.2 below.
8.2 Termination. This Agreement will terminate upon the expiration of the Evaluation Period, unless converted to a Platform License. Either Party may
terminate this Agreement for any or no reason upon notice to the other Party.
8.3 Effect of Termination or Expiration. Upon termination or expiration of this Agreement (without conversion to a Platform License), you will immediately
cease use of the Platform and your login credentials will be disabled. Sections 3.3, 3.4, 6, 8.3 and 9 will survive termination of this Agreement.
9. MISCELLANEOUS. You may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent
of Arlberg. This Agreement will be governed by, and construed in accordance with, the laws of the State of New Hampshire (U.S.A.) without regard to its
conflict of laws principles. You agree that any action at law or in equity arising out of or relating to this Agreement will be filed only in the state
and federal courts located in New Hampshire and hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts
over any such suit, action or proceeding. To the extent that any provision of this Agreement is found by a court of competent jurisdiction to be void or
unenforceable, such provision will be without effect and the remainder of the Agreement will be enforced to the full extent of the law. No action arising
out of or related to this Agreement may be brought more than six (6) months after the termination of this Agreement. In no event will Arlberg be liable
for any delay or failure to perform under this Agreement which is due to causes beyond its reasonable control. This Agreement, including the incorporated
references, constitutes the complete agreement between the Parties and supersedes all prior or contemporaneous agreements or representations, written or oral,
concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of
each Party; no other act, document, usage or custom will be deemed to amend or modify this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.