Pilot Terms and Conditions

Terms of Use.  These pilot terms and conditions (the “Terms”) constitute the sole and entire agreement of Ceros, Inc. and its customer (the “Customer”) with respect to the evaluation of the Ceros Platform (defined below), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.  These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Customer’s general terms and conditions of sale or any other document issued by Customer in connection with the use of the Ceros Platform.

Access to Platform.  In consideration of the payment of the Pilot License Fee, during the Pilot Period, Ceros will provide the Customer access to and use of the Ceros Platform for the Intended Purpose, and for no other purpose, in accordance with these Terms. 

Conclusion of Pilot Period.  For a period of 60 days following the Pilot Period, Ceros will maintain any content created by Customer on the Ceros Platform.  If Customer desires to continue use of the Ceros Platform after the Pilot Period, Customer shall separately execute and deliver Ceros’ standard order form and license agreement.     

Definitions.  As used in these Terms:

“Ceros Platform” means an ASP computer system or platform called “Ceros”, wholly owned by Ceros, designed for the production and publication by customers of their own online magazines, brochures, catalogues, and other interactive content experiences.

“Intended Purpose” means the production and hosting of online magazines, microsites, infographics, ebooks, and other interactive content experiences in the format(s) made available by the Ceros Platform.

“Pilot Period” means the 30 day period commencing on the date that Ceros receives the Pilot License Fee.

“Pilot License Fee” means the fee specified at the time of Customer’s order, which amount is payable at the commencement of the Pilot Period and non-refundable and fully earned by Ceros as of such date.

Restrictions on Use. Customer shall not (a) demonstrate, copy, sell, rent, lease, lend, sublicense, distribute, or otherwise transfer or provide access to the Ceros Platform to any third party; (b) publish or otherwise disclose information relating to the performance, quality, or capability of the Ceros Platform to any third party; (c) modify, reuse, disassemble, decompile, reverse engineer or otherwise translate any software contained within the Ceros Platform or any portion thereof; (d) create derivative works based on the Ceros Platform; or (e) delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by Ceros on or in the Ceros Platform.

Legal Compliance.  Customer and Ceros shall each comply with all applicable laws and regulations with respect to the use of the Ceros Platform.  Ceros may suspend Customer’s access to the Ceros Platform, in its sole discretion, for: (i) use of the Ceros Platform in a way that violates applicable laws and regulations or these Terms, or (ii) any instance of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

Intellectual Property.  Ceros owns and shall retain all right, title and interest in and to all intellectual property rights embodied in and appertaining to the Ceros Platform, including, without limitation, all such rights in the software and content, together with all improvements, enhancements, developments, derivative works, and other modifications thereto.  As between Customer and Ceros, Customer will own and retain all rights to its own materials and previously existing intellectual property, including confidential and proprietary information and data.

Representations and Warranties.  Ceros represents and warrants to Customer that it holds all rights necessary to grant the license set forth herein and to provide the Ceros Platform as contemplated by these Terms.  EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE CEROS PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.  CEROS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CEROS PLATFORM, AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitations on Liability.  To the extent permitted by law, in no event shall either Ceros or Customer be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.