Customer Responsibilities
Restrictions. Customer shall not: (i) disassemble, reverse engineer, decompile, or otherwise attempt to derive the Agora Source Code or modify, adapt, create derivative works based upon, or translate any Software and Documentation; (ii) copy, install or use Software, user interface designs or Documentation on any of its computer systems, servers, or networks without AwareX’s prior written consent; or (iii) transfer, lease, loan, resell, distribute or otherwise grant any rights in Software or Documentation in any form to any other party, including commercial time-sharing, rental, or service bureau use. Customer shall make no representations or warranties to any third parties, including any End Users, on behalf of AwareX regarding Agora or any other products or services offered by AwareX.General. Customer shall be solely responsible for, and AwareX is not liable for Customer’s failure in, (a) properly configuring, developing, programming, hosting and operating its hardware, software, web sites, Content and all Systems and Backend Connections, and their respective internet connections, to allow access to and use of the AwareX Server and Agora in accordance with the Documentation provided by AwareX and all applicable protocols and requirements of the AwareX Server; (b) thoroughly testing all Systems and Backend Connections and related web sites prior to use in connection with AwareX Server and Agora; (c) ensuring compatibility of the Systems and Backend Connections with the AwareX Server and AwareX’s protocols; and (d) providing any interfaces or connections necessary to communicate with the AwareX Server. AwareX shall provide the Customer with all reasonable assistance and guidance required to enable the Customer to complete the actions set out in this clause 3.2, including reasonable remote technical support, at no additional charge.
Content. Customer is and shall be solely responsible for the creation, editorial control, and all other aspects of Content. Customer represents and warrants to AwareX that Customer has obtained (or will obtain, prior to transmission to the AwareX Server) all authorizations and permissions required to use and transmit the Content over the AwareX Server as part of Agora and that all such use and transmission will be in accordance with all applicable laws and regulations.
Systems. Customer is responsible for providing AwareX the necessary access to, and hereby grants AwareX permission to use, Customer’s Systems and Backend Connections solely for performing this Agreement and to enable Agora and its specified functionality. Additionally, Customer is responsible for all Apple, Amazon and Google subscriptions required for use with the Product and such accounts will be held in the Customer’s name.
If Customer plans any changes or upgrades to Customer Systems or Backend Connections, the customer should engage AwareX during the early stages of the change or upgrade process to ensure these changes or upgrades do not negatively impact Agora. AwareX will not be responsible for any system downtime resulting from changes or upgrades to the Customer Systems or Backend Connections which were not properly communicated to, and the timing of the changes or upgrades coordinated with, AwareX in advance.
Testing. It shall be the Customer’s responsibility to review and test all Deliverables, including performance of any acceptance tests; where any acceptance test(s) is required, the Customer, at their own expense and regardless of outcome, shall complete those tests within twenty-five (25) days of delivery and provide written notification to AwareX within a further 5 working days of either (i) acceptance of each Deliverable or (ii) rejection, where in the Customer’s reasonable and good faith judgement Customer determines that any submitted Deliverable does not satisfy the agreed upon acceptance criteria, in which case AwareX shall have two opportunities to make commercially reasonable efforts to correct such deficiencies to meet the deliverables. In the absence of written acceptance within thirty (30) calendar days of delivery, or if the Deliverables are used in commercial service the Deliverables will be deemed accepted.
AwareX Expense Reimbursement. Customer shall reimburse AwareX as per actuals for all reasonable, documented and out-of-pocket travel and accommodation expenses incurred by AwareX for travel to Customer sites requested by Customer including airfare, lodging, meals, and auto rental; if the Customer cancels or reschedules the requested services and AwareX cannot be refunded amounts for the travel arrangements, the Customer shall pay those unrecoverable costs incurred by AwareX.
Marketing of the Solution to Customer’s End Users. As of the Access Start Date of this Agreement, and until the Termination of the Agreement in accordance with Section 12, Customer commits to make reasonable commercial efforts to promote the Solution to its End Users, including if requested active and regular joint review of subscription penetration and usage rates with AwareX and active creation and promotion of incentive programs to boost usage.
Lawful Purposes. Customer agrees that it will use Agora only for lawful purposes and in accordance with this Agreement. Customer shall comply with all applicable laws and regulations when using Agora or accessing the AwareX Server, including without limitation, compliance with applicable international export and privacy laws, and other laws regarding the transfer and/or transmission of data. AwareX agrees that it shall comply with all applicable laws and regulations when providing Agora, including without limitation, compliance with applicable international export and privacy laws, and other laws regarding the transfer and/or transmission of data.
