Demo Terms and Conditions

Product Demonstration Terms & Conditions

This Product Demonstration Agreement (this "Agreement"), effective as of the date set forth in the sales quote (the “Quote”) provided by Cerillo to Customer (the "Effective Date"), is by and between Cerillo, Inc., located at 107 E. Water Street, Charlottesville, Virginia 22902 ("Cerillo") and the Customer identified on the Quote ("Customer") by and between Cerillo and Customer.

WHEREAS, Cerillo desires to offer Customer, during the limited time period set forth in the Quote, the use of certain hardware products and devices, together with applicable software licenses related to such products and devices (collectively, the “Products”);

WHEREAS, Customer desires to use the Products solely for Customer's internal evaluation purposes during the limited time period set forth in this Agreement, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Hardware Product Usage and Software License Grant. Subject to the terms and conditions of this Agreement, Cerillo hereby permits Customer to use the hardware Products on an evaluation basis, and grants Customer a non-exclusive, non-sublicensable, and non-transferable license to use applicable software (the “Software”) during the evaluation term set forth this Agreement to: (a) use the Products solely for Customer's internal evaluation purposes and (b) use Cerillo's user manuals, handbooks, and installation guides relating to the Software provided by Cerillo (the "Documentation") solely for Customer's internal evaluation purposes in connection with Customer's use of the Products and Software. Customer will not use the Software for any other purpose. This Agreement does not provide a commercial license to Customer, and Customer's use of the Products and Software after the term of this Agreement is subject to the parties' entering into and executing a separate commercial agreement.
Use Restrictions. Customer shall not use the Products or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Customer shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Products; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (d) remove any proprietary notices from the Products or the Documentation; or (e) use the Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Reservation of Rights. Cerillo reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Products.
Customer Responsibilities. Customer is responsible and liable for all uses of the Products, directly or indirectly, whether such use is permitted by or in violation of this Agreement.
Support. Cerillo has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Products or Documentation to Customer.
Term and Termination. The term of this Agreement shall commence on the Effective Date and shall expire on the date set forth in the Quote, provided that at any time during the term, either party may terminate this Agreement by providing written notice to the other party. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate and Customer shall promptly return the Products to Cerillo and uninstall and delete all copies of the Software and Documentation, and upon request from Cerillo, certify to Cerillo that the Software has been uninstalled and deleted.
Evaluation Fee. Except as otherwise set forth in the Quote, the parties agree that no product or license fees will be payable under this Agreement in exchange for the licenses granted under this Agreement. Customer acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. If Customer’s use of the Products exceeds the term length set forth in this Agreement, or if Customer damages any of the Products at any time during the term, Customer shall pay to Cerillo an amount equal to the cost of the hardware Products upon receipt of an invoice from Cerillo.
Confidential Information. From time to time during the term of this Agreement, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, upon request the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Intellectual Property Ownership; Feedback.
- Customer acknowledges that, as between Customer and Cerillo, Cerillo owns all right, title, and interest, including all intellectual property rights, in and to the Products and Documentation. Cerillo may request from Customer from time-to-time any non-confidential information related to Product results and related data and information, along with testimonials related to the performance of such Products.
- If Customer or any of its employees or contractors submits, orally or in writing, suggestions or recommended changes to the Products, including without limitation, new features or functionality relating thereto, or any comments, testimonials, questions, suggestions, or the like ("Feedback"), Cerillo is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Cerillo on Customer's behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and Cerillo is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Cerillo is not required to use any Feedback.
Disclaimer of Warranties. THE PRODUCTS ARE PROVIDED "AS IS" AND CERILLO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CERILLO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CERILLO MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCTS WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Indemnification. Customer agrees to indemnify, defend, and hold harmless Cerillo and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, or costs (including attorneys’ fees) resulting from any third-party claim, suit, action, or proceeding based on Customer's (a) negligence or willful misconduct or (b) use of the Products in a manner not authorized or contemplated by this Agreement. In the event Cerillo seeks indemnification or defense from Customer under this provision, Cerillo shall promptly notify Customer in writing of the claim(s) brought against Cerillo for which Cerillo seeks indemnification or defense. Cerillo reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of Cerillo's choice. Customer may not enter into any third-party agreement which would, in any manner whatsoever, affect Cerillo's rights, constitute an admission of fault by Cerillo, or bind Cerillo in any manner, without Cerillo's prior written consent.
Limitations of Liability. IN NO EVENT WILL CERILLO BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CERILLO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CERILLO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED $100.
Miscellaneous.
- Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email, or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section.
- Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Virginia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Assignment. Customer may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Cerillo. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
- Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

Product Demonstration Terms and Conditions