Last Updated 10 Oct 2023
Here you can find our Pilot Agreement. Please make sure you read and understand them.
This Pilot Agreement (this “Agreement”) is made by and between End User (“Customer”) seeking to test and evaluate Waterlily’s eldercare planning services (the “Services”) and Waterlily Caregiving Inc., a Delaware corporation (“Waterlily”). If you are an individual accepting this Agreement on behalf of an entity, you represent and warrant that you are authorized to do so. If Customer does not accept this Agreement, it cannot access or use the Services. The parties agree as follows:
Background. Customer desires to test and evaluate the Services on a limited trial basis. Waterlily desires to provide the Services for such testing subject to the terms of this Agreement. The parties may enter into a separate commercial license agreement (“Commercial Agreement”) if Customer desires to use the Services for any other purpose.
Grants. Subject to the terms and conditions of this Agreement, Waterlily grants to Customer a personal, limited, non-transferable, non-exclusive and non-sublicensable right and license, during the period (“Pilot Period”) identified on the joinwaterlily.com website (“Site”) to use and access the Services for Customer’s internal evaluation purposes.
Access and Fees. Waterlily will provide Customer with access to the Services after Customer has accepted this Agreement. Customer will pay the fees for the Services (if any) quoted on the Site when you purchase the Services. If fees are charged under this Agreement, Waterlily will invoice Customer for the Services. Customer will pay all invoiced amounts within 30 days of the date of each invoice. All payments due under this Agreement will be made: (a) by check or bank wire transfer in immediately available funds to an account designated by Waterlily; and (b) in U.S. Dollars. Interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is finally paid in full.
Restrictions. Except as expressly authorized by this Agreement, Customer may not: (a) copy, modify, disclose, alter, translate or create derivative works of the Services (or any components thereof); (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (or any components thereof); (c) disassemble, decompile or reverse engineer any portion of the Services; (d) use the Services to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (e) use the Services with any products competitive with the products of Waterlily; (f) build a competitive product or service, or copy any features or functions of the Services; (g) attempt to gain unauthorized access to the Services; (h) disclose to any third party any performance information or analysis relating to the Services; (i) remove, alter or obscure any proprietary notices in or on the Services including copyright notices; or (j) cause or permit any third party to do any of the foregoing.
Ownership and Feedback.
As between the parties and subject to Section 2, Waterlily, notwithstanding any terms to the contrary in this Agreement, owns all right, title and interest in and to the Services (and any and all modifications to or derivative works of the Services), and any and all Intellectual Property Rights embodied in or related to the foregoing. Waterlily reserves all rights not expressly granted in this Agreement, and no licenses are granted by Waterlily to Customer under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth in this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.
Customer will provide to Waterlily materials, information, suggestions, comments and feedback on the results of its evaluation and testing of the Services (collectively, “Feedback”) and will make its relevant personnel available to Waterlily on a reasonable basis for this purpose. The Feedback will constitute confidential information of Waterlily. Waterlily will be free to use, disclose, reproduce, license and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind, on account of Intellectual Property Rights or otherwise.
Personal Information. If Waterlily processes information that qualifies as personal information, personal data, non-public personal information, or similar terms as defined under applicable law (“Personal Information”) in the course of providing the Services to Customer, Waterlily will only process Personal Information as needed to provide and improve the Services or as otherwise required to comply with applicable law. Customer represents and warrants that it is authorized to disclose such Personal Information to Waterlily.
Disclaimer and Limitation of Liability. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. FOR THE AVOIDANCE OF DOUBT, WATERLILY MAKES NO WARRANTY, GUARANTY, COMMITMENT OR OTHER OBLIGATION RELATED TO THE ACCURACY OR COMPLETENESS OF ANY RESULTS FROM THE SERVICES AND CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE AND RELIANCE ON ANY SUCH RESULTS. WHETHER A PAYMENT IS MADE BY CUSTOMER OR NOT, NO RIGHTS TO THE SERVICES WILL EXTEND AFTER THE PILOT PERIOD. TO THE MAXIMUM EXTENT PERMITTED BY LAW, (A) IN NO EVENT WILL WATERLILY BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES AND (B) WATERLILY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (I) THE AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT OR (II) $500.
Term, Termination and Effects of Termination. Unless earlier terminated as set forth in this Agreement, this Agreement commences upon Customer’s acceptance of this Agreement and continues to the end of the Pilot Period. In the event of a breach of Sections 2 or 4, Waterlily may immediately terminate this Agreement. If Customer does not pay the fees under this Agreement when required under Section 3, Waterlily may suspend Customer’s access to the Services until such fees are paid in full. This Agreement will automatically terminate upon execution of a Commercial Agreement. Upon any expiration or termination of this Agreement: (a) all rights granted to Customer under this Agreement will immediately cease; (b) except as permitted under a Commercial Agreement, Customer will cease all use of the Services and will permanently remove, delete and uninstall all copies of the Services; and (c) Customer will promptly provide Waterlily with all Feedback. The following sections will survive any termination or expiration of this Agreement: 4, 5, 7, 8 and 9.
Entire Agreement. This Agreement, including the portion of the Site quoting the fees, all of which are incorporated herein by reference, reflects the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings of the parties.
Independent Contractors. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
Governing Law and Venue. This Agreement and disputes arising hereunder, will be governed by and construed and enforced in accordance with the laws of the State of Nevada, without regard to conflict of law rules or principles (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.. The state or federal courts located in the County of [insert], Nevada will have exclusive jurisdiction. Waterlily and Customer waive any objection to venue in any such courts.
No Assignment. The Agreement and any associated rights or obligations may not be assigned or otherwise transferred by Customer without Waterlily’s prior written consent. The Agreement may be assigned by Waterlily without restriction. This Agreement is binding upon any permitted assignee.
Interpretation. Waterlily’s failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between the parties may be conducted electronically.
Notices. To be effective, all notices hereunder must be given in writing, be addressed to the applicable address set forth at the end of this Agreement (or, if no address is specified there, an address the delivering party reasonably believes to be a valid address for the other party), refer to this Agreement and must be
(a) personally delivered, (b) sent by receipted facsimile transmission, (c) sent by confirmed email or (d) sent by overnight courier or registered or certified mail. Either party may from time-to-time change its address by giving the other party notice of such change in accordance with this Section 9.6.
Severability. If any provision of this Agreement is found to be unenforceable or unlawful for any reason (a) the unenforceable or unlawful provision will be severed from the Agreement; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of the Agreement; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Agreement enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Agreement and the intent of the Agreement to the fullest possible extent.,
Counterparts. This Agreement may be executed (a) in two or more counterparts, each of which will be deemed an original and all of which will together constitute the same instrument, and (b) by the parties through the exchange of signature pages by mail, facsimile or email (if email, signatures in Adobe PDF or similar format)