Product & Deliverables
awareX Subscription Service. Subject to the terms and conditions of this Agreement and during the Term, AwareX delivers “software as a service” and hereby grants to Customer a non-exclusive, revocable, non-transferable right to access and use the awareX Subscription Service solely for internal business operations related to customer service, support and engagement by the Customer and its Affiliates. The foregoing access and use grant does not constitute a sale and does not convey any rights of ownership in or to the Software, Documentation or any related materials to Customer or any third party. The right of access and use is only granted for the duration of the term set forth in the applicable Order Form.
For all deliverables provided by AwareX to Customer under this agreement:
- Customer agrees to cooperate reasonably and in good faith with AwareX by (i) designating a primary point of contact for AwareX (ii) allocating sufﬁcient resources; (iii) timely performing the tasks reasonably necessary to enable AwareX to perform its obligations; (iv) ensuring the timely delivery of any material and other obligations required; (v) ensuring the timely response to any inquiries related to the deliverables; and (vi) completing accurately and in a timely manner all information, data requests and feedback as reasonably required; and
- AwareX warrants that the deliverables will be performed in a professional and workmanlike manner in accordance with accepted industry standards. For any breach of the above warranty, the Customer’s exclusive remedy and entire liability will be that AwareX shall re-perform the applicable deliverable provided Customer notifies AwareX in writing of any such breach within thirty (30) days after the performance of any nonconforming services.
- If any unmet assumption, responsibility or failure by Customer to meet its obligations as set forth in this Section of this Agreement delays or impairs the performance of the services, AwareX will be entitled to additional time for performance of the services, and to charge additional amounts in respect of incremental effort or expense incurred.
- In addition to the limitation of liabilities set out in section 15, in no event will AwareX’s liability or the Customer’s remedy for any work performed exceed the value of the Estimated Fees or actual Fees paid, whichever is less.