This Public Offer constitutes an open invitation by Trillion Technology, LLC, a Delaware corporation with a business address at 16192 Coastal Highway, Lewes, DE 19958 (“Trillion” or “Licensor”), to any interested party (“Licensee”) to accept the terms and conditions outlined below for the licensing of its Software as a Service (SaaS). By accepting this Public Offer through the execution of a purchase order or other binding acknowledgment, the Licensee agrees to be bound by these terms on Trillion’s Web Page or through Trillion’s Application.
Subject to the terms and conditions of this Agreement, and contingent upon COMPANY NAME remaining current in its payment obligations to Trillion, Trillion hereby grants to COMPANY NAME a non-exclusive, non-transferable, non-assignable, time limited, worldwide license to use the Software and the Service, during the initial Term of this Agreement and the Term of each Renewal Agreement.
Licensee must use Software as it is and pay for its usage accordingly under the terms and conditions set on Trillion’s Web Page and Application where these term may be altered from time to time.
Licensee may not:
License fees, payment schedules, and penalties for late payment are as specified on Trillion’s Web Page and Application.
The license term is one year, automatically renewable unless terminated with a 30-day notice. Non-payment or breach of terms may result in termination.
Termination for Cause. This Agreement shall be terminated as follows:
Effect of Termination. Upon expiration or termination of this Agreement or of a Purchase Order, Licensee’s access to the Trillion 3D Viewer and the related Software and services will cease. After termination, upon the request from Licensee, Trillion will return all original models (STL/CAD files) in the form provided, not the converted images as created by Trillion.
Suspension of Service. If Licensee’s account is overdue or if Licensee’s actions risk harm to the security, availability or integrity of the Trillion 3D Viewer or the related services, Trillion may suspend the Service.
Trillion’s Proprietary Rights. The Software and Documentation are the sole and exclusive property of Trillion or Trillion’s licensors. It is an express condition of this license that title to, ownership of, and all intellectual property rights in and to the Software (including permitted copies and all customized Software), will be owned by Trillion or Trillion’s licensors and will not be owned by Licensee or any other party. Trillion and Trillion’s licensors reserve all rights in the Software. Nothing herein will be deemed to constitute a sale of the original or any copies of the Software. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. For avoidance of doubt, Licensee acknowledges and agrees that Licensee is not entitled to receive, have access to, discover, or use the source code of the Software, except to the extent such restriction is prohibited by law, and then only subject to the terms of this Agreement applicable to the Software and Trillion’s intellectual property rights.
Licensee’s Proprietary Rights. The designs, visual appearance and STL/CAD models provided by Licensee are owned by Licensee.
Third Party Platforms. Licensee may choose to use the service with third party platforms (e.g. Licensee’s website). Use of the Third Party platform is subject to Licensee’s agreement with the relevant third party vendor. Trillion does not control third party platforms, including the security, functionality, operation, availability or interoperability of same or how the third-party platforms use Licensee’s content. Therefore, if Licensee uses a third-party platform with the Service, Trillion may access and exchange Licensee’s Content with the third party platform, on Licensee’ behalf.
Disclaimers. Except as expressly provided, the Software and all related services are provided “AS IS”. Trillion and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Without limiting its express obligation, Trillion does not warrant that Licensee’s use of the Service will be uninterrupted or error free or that the Service will meet Licensee’s requirements, operate in combination with third party services used by Licensee or maintain Licensee’s content without loss. Trillion shall not be responsible for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside of Trillion’s control. Licensee may have other statutory rights, but any statutorily required warranties shall be limited to the shortest legally permissible period.
Limitation on Liability. Trillion’s entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Licensee to Trillion during the prior 12 months under this Offer.
Indemnification. Licensee will defend Trillion and its directors, officers, and agents from and against any third-party claims to the extent resulting from Licensee’s designs or other materials, Licensee’s materials or Licensee’s breach or alleged breach of this Agreement and will indemnify and hold harmless Licensee against any damages or cost awarded against Trillion (including reasonable attorneys’ fees) or agreed in a settlement by Licensee resulting from the claim.
Independent Contractors. The parties to this Agreement are independent contractors, neither is agent of the other party, nor are they partners, employees or joint venturers.
All Confidential information disclosed to a Recipient under this Agreement shall be clearly and prominently marked “CONFIDENTIAL INFORMATION” OF THE DISCLOSING PARTY. Each party that discloses confidential information for the purposes of this section shall be known as the “Disclosing Party” and each party that receives confidential information under this Agreement shall be known as the “Recipient”. Recipient will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement and will disclose the Confidential Information of the Disclosing Party only to the employees, contractors or agents of Recipient who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. Recipient will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The following are exceptions: Recipient’s obligations under this section will terminate if and when Recipient can document that such Information: (a) was already lawfully known to Recipient at the time of disclosure by the Disclosing Party; (b) was disclosed to Recipient without any confidentiality restrictions by a third party who had the right to make such disclosure; (c) is or becomes generally publicly available neither through any fault of the Recipient nor through a breach of another agreement covering the Confidential Information by a third party; or (d) was independently developed by Recipient without access to or use of the Disclosing Party’s Confidential Information. In addition, Recipient will be allowed to disclose Confidential Information to the extent that such disclosure is, (i) approved in advance, in writing by the Disclosing Party; (ii) necessary for Recipient to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that Recipient promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
Notices. All notices to be given in connection with this Agreement shall be effective upon receipt, shall be made in writing and shall be sufficiently given if personally delivered or if sent by courier or other express mail service, postage prepaid, addressed to the Party entitled or required to receive such notice.
Assignment. Neither Party may assign any rights or obligations under the Agreement without the other Party’s prior written consent, provided that either Party may, with Notice, assign all of such Party’s rights and obligations under the Agreement without the other Party’s consent. (i) to an affiliate; (ii) incident to the transfer of all or substantially all of such Party’s business assets; or (iii) consolidation, merger, or reorganization.
Governing Law. This Agreement shall be governed by the internal laws of California, without regard to conflict of laws.
Arbitration with the American Arbitration Association. The parties hereby agree that any controversy or claim arising out of, or relating to, this Agreement, or the performance or interpretation thereof, shall be settled by binding arbitration in California in accordance with the Rules of the American Arbitration Association (“AAA”) then existing, and judgment on the arbitration award may be entered in any court having jurisdiction, with each side to bear their own attorneys’ fees, costs, and other expenses. The arbitration shall be conducted by a single arbitrator selected pursuant to the Rules of the AAA. The governing law for the arbitration shall be the law of the State where the services are to be provided and the Federal Arbitration Act. The authority of the arbitrator shall be limited to the interpretation and application of the provisions of this Agreement and the arbitrator shall not have authority to add or subtract from this Agreement. Nothing in this Agreement, however, shall limit a party’s right to seek injunctive relief in a court of competent jurisdiction and the party seeking such relief shall not be required to post a bond in connection therewith.
Publicity. Licensee agrees to allow Trillion to use Licensee’s logo and list Licensee’s name utilizing Trillion’s services in marketing materials or a written or verbal list of customers. Licensee will be able to promote the technology for its business purposes as well.
Non-solicitation. During the term of this Agreement and continuing through the first anniversary of the expiration or termination of this Agreement, each party agrees that it will not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by the other party. The parties agree that the measure of damages for breach of this clause is difficult to ascertain. Accordingly, the parties hereby agree that the entire amount of compensation payable to any person solicited in violation of this clause for the first year of employment represents a reasonable measure of damages, and the parties further hereby agree that this amount will be liquidated damages for such breach and not a penalty. Notwithstanding the foregoing, this restriction will not prevent either party from (i) engaging in any general solicitation of employees that is not targeted at any such employees or hiring any respondents thereto; or (ii) soliciting or hiring any employee whose employment with the other party has been terminated by such party prior to the commencement of any such solicitation or employment discussion.
English Language. The parties hereto acknowledge that they have required the present Agreement and all documentation, notices, and legal proceedings entered into, given or instituted pursuant hereto, or relating directly or indirectly hereto, be drawn up in the English language.
Force Majeure. Neither party will be responsible for delay of performance due to causes beyond its control, including, without limitation, acts of God or nature, labor disputes, civil commotion, terrorism, sovereign acts of any federal, state or foreign governments, or shortage of materials (“Force Majeure”); provided, however, that the Party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either Party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The preceding notwithstanding, either party may terminate this Agreement upon written notice to the other party in the event of a Force Majeure that results in a delay or failure of performance on the part of the other party that lasts for thirty (30) days or more.
For any inquiries or to accept this offer, please contact Trillion at info@trillion.jewelry or at the address below:
Trillion Technology, LLC
16192 Coastal Highway
Lewes, DE 19958, USA