These Trial Terms (the “Agreement”) are between you (“You” or “your”) and the Ansell entity identified in your Order Form (“Ansell” or “our”) and is effective on the date the Order Form is signed by both You and Ansell. This Agreement governs each party’s respective rights and obligations.
Eligibility Trials are valid for new and eligible returning subscribers only.
Scope. Trials are offered to You on as AS-IS, non-refundable, noncancellable basis. Systems integrations, security enhancements, development or integration of software code or other activities that Ansell deems is beyond what is customarily included in trials are out of scope for trials (“Adaptations”). If You require Adaptations of the existing Software, additional fees and expenses may apply. Ansell may provide You with a statement of work intended to address your additional requirements for Adaptations.
Duration. Ansell will make the Products available to You until the termination of your contractual arrangement (a) by Ansell at any time or (b) by You following the Trial Period.
Ongoing Subscription and Payment. In order to initiate your Subscription, You must have a valid Payment Method on file. Ansell will bill You in advance for your Subscription. Subscriptions continue and automatically renew on a monthly, recurring basis unless and until You cancel your Subscription, or your account is otherwise suspended or terminated pursuant to this Agreement. Immediately following the Trial Period, You agree the Inteliforz Terms and Conditions (https://www.ansell.com/us/en/industrial/brands/inteliforz/inteliforz-documents) effective one day after the Trial Period ends, shall supersede this Agreement and shall govern your ongoing contractual relationship with Ansell.
License. You grant Ansell a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of your Materials for the Subscription or other Ansell product or service, and to sublicense the foregoing rights to our Affiliates; provided, however, that Ansell will not alter any of your trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your Materials (provided you are unable to do so using standard functionality made electronically available to You by Ansell); provided further, however, that nothing in this Agreement will prevent or impair our right to use your Materials without your consent to the extent that such use is allowable without a license from You or your Affiliates under applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).
Indemnification
Ansell’s indemnification obligations. Ansell will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any bona fide third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to: (a) Ansell’s non-compliance with applicable laws; or (b) allegations that the operation of an Ansell site infringes or misappropriates that third party’s intellectual property rights.
Your indemnification obligations. You will defend, indemnify, and hold harmless Ansell, and our officers, directors, employees, and agents, against any third-party Claim arising from or related to (a) your non-compliance with applicable Laws; (b) Your Materials, refund, cancellation, return, or adjustments thereof, Your Materials, any actual or alleged infringement of any intellectual property rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Ansell), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations You have made.
Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
Limitation of Liability.
ANSELL WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ANSELL HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTHS PERIOD PAID BY YOU TO ANSELL IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
Insurance. Ansell and its Affiliates are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary for providers engaged in the Subscription being rendered hereunder, including, but not limited to cyber insurance policy coverage at least equal to the aggregate amount You paid for the Subscription. Ansell and its affiliated companies shall maintain its existing insurance coverage applicable to the Subscription for the duration of this Agreement.
Tax Matters. As between You and Ansell, You will be responsible for the collection, reporting, and payment of any and all of your Taxes, except to the extent that Ansell automatically calculates, collects, or remits taxes on your behalf according to applicable law. All fees and payments payable by You to Ansell under this Agreement or any applicable terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and You will be responsible for paying Ansell any of your Taxes imposed on such fees and any deduction or withholding required on any payment.
Confidentiality and Personal Data. During the course of your use of the Subscription, You may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain Ansell’s exclusive property; (b) You will use Confidential Information only as is reasonably necessary for your participation in the Subscription; (c) You will not otherwise disclose Confidential Information to any other person except as required to comply with the law; (d) You will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) You will retain Confidential Information only for so long as its use is necessary for participation in the Subscription or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over You, provided that You limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Subscription, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between the parties in any way. You may not use our name, trademarks, or logos in any way (including in promotional material) without our advance written permission.
Confidential Information shall mean all information, whether in written or oral form, electronically-stored or otherwise, of a confidential nature that one party wishes to protect against unrestricted disclosure or competitive use, which may be disclosed or made available by such party (the “Disclosing Party”) to the other party (the “Receiving Party”), including, but not limited to Ansell’s Proprietary Data (hereinafter defined), technical, financial, commercial or other information which relates to the personnel, business, financial affairs, methods of operation, accounts, transactions or products, projections, business results, proposed transactions or proposed products, security procedures, internal controls, intellectual property, techniques or systems of the Disclosing Party or any of its Affiliates. Ansell’s proprietary data includes, without limitation, all non-public ideas, product concepts, hardware, engineering data, software, specifications, manufacturing processes and techniques, reports, drawings, source code, protocols, computer databases, techniques, know-how, algorithms, and methods, and other information embodied in any of the Products, and any intellectual property rights therein, including all modifications, additions, improvements, or enhancements thereto, and other information embodied in any of the Products or otherwise disclosed to Customer by Ansell (“Proprietary Data”).
Publicity. You grant Ansell the limited right to use or display your company name and logo for marketing and promotional purposes. If You do not wish to grant these limited rights, You may opt-out by emailing Inteliforz.Customer.Service@ansell.com.
Force Majeure. Ansell will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
Export Controls. Software and the transmission of applicable technical data, if any, in connection with the Subscription are subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the country in which Ansell sold You the Subscription.
Survival. The provisions of this Agreement which by their nature should survive cancellation or termination of your Subscription shall survive such cancellation or termination.
Translations. This Agreement and any incorporated documents shall be construed in English. Any non-English translations are provided for convenience only. In case of any conflicting interpretations, the English language version shall prevail.
Incorporation by Reference. The following agreements are incorporated by reference and made part of this Agreement as though set forth in entirety: Privacy Policy (www.ansell.com/us/en/legal/privacy-policy), Standard Contractual Clauses (for data transfers between European Union and non-European Union countries) and your Order Form.
Governing Law. These Terms shall be governed by, interpreted and construed in accordance with the laws and regulations of the jurisdiction of domicile of Ansell. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Definitions
“Affiliates” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with You or Ansell.
“Materials” means recorded information regardless of form or characteristics, including without limitation, data.
“Order Form” means any one or more Ansell ordering documents specifying the Products to be provided hereunder and governed by this Agreement.
“Payment Method” means a direct debit, credit card or as the parties otherwise agree in writing.
“Product” means the Inteliforz™ product(s) You paid for as set forth in your Order Form.
“Software” means the Inteliforz™ software, whether microcode, firmware, or operating systems intended for use with a Product.
“Subscription” means your paid rights to use the Software.
“Taxes” means duties, customs fees, levies, imposts, fines, tariffs, or similar governmental assessments, including value-added taxes (VAT), goods and services taxes (GST), sales and use taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction and any interest and penalties thereon.
Last Updated September 8, 2022