THIS PROFESSIONAL EDITION PLATFORM AS A SERVICE AGREEMENT TOGETHER WITH ALL EXHIBITS ATTACHED HERETO AND THE APPLICABLE ORDER FORM CONSTITUTES THE ENTIRE AGREEMENT (THE “AGREEMENT”) BY AND BETWEEN KINVEY, LLC (“KINVEY”) AND THE CUSTOMER NAMED IN THE ORDER FORM. BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY RECEIVING THE ACCESS CREDENTIALS REFERENCED HEREIN, CUSTOMER AGREES TO THE TERMS OF THIS PROFESSIONAL EDITION PLATFORM AS A SERVICE AGREEMENT AND ALL EXHIBITS ATTACHED HERETO.
Customer grants to Kinvey a non-exclusive, royalty-free, fully paid, worldwide license, under any and all of Customer’s Intellectual Property Rights, to use, execute, host, store, disseminate, distribute, publicly display, reproduce, sublicense, post, or publish the Customer Content for the sole purposes of enabling Kinvey to provide the Kinvey Platform Services (including without limitation making Apps available to App Users) to Customer hereunder. Further, Customer grants to Kinvey a non-exclusive, royalty-free, fully paid, irrevocable, perpetual, worldwide license, under any and all of Customer’s Intellectual Property Rights, to use, execute, modify and create derivative works of Customer Content that consists of computer code, such as integration scripts and business logic, to inspect such code for compliance and interoperability with the Kinvey Platform Services. In addition, Customer agrees that Kinvey may use its third party contractors and services providers to exercise the licenses granted to Kinvey in this Section to perform services for or on behalf of Kinvey.
EXCEPT FOR The express warranties in Sections 1.1 of Schedule A (Professional Services) and section 7 (Warranties) of this Agreement, KINVEY MAKES NO OTHER REPRESENTATIONS OR warranties, whether, EXPRESS, implied, or statutory, INCLUDING WITHOUT LIMITATION regarding THE Kinvey Platform Services, the Documentation, THE KINVEY CLIENT LIBRARIES, THE KINVEY DEV CENTER, THE KINVEY TECHNOLOGY, the auth links, the data links OR THE THIRD PARTY DATA SOURCES, OR OTHERWISE WITH RESPECT TO the SUBJECT MATTER OF THIS AGREEMENT AND EXPRESSLY DISLCAIMS THE IMPLIED warranties of merchantability, fitness for a particular purpose, title, and non infringement of third party rights. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KINVEY’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, TERM, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN.
Notwithstanding anything to the contrary contained herein, as between Kinvey and Customer, the Kinvey Dev Center, the Beta Versions, the Kinvey Client Libraries and the Third Party Data Sources are provided “AS IS” and “WITH ALL FAULTS” and Kinvey specifically disclaims any and all liability and warranties, express, implied or statutory, associated with the Beta Versions, Kinvey Client Libraries or the Third Party Data Sources including without limitation the implied warranties of title, merchantability, noninfringement and fitness for a particular purpose.
Kinvey shall not be responsible for ensuring and does not represent or warrant that: (i) the Kinvey Platform Services will meet Customer's business requirements; (ii) the Kinvey Platform Services will be error-free or uninterrupted or that the results obtained from its use will be accurate or reliable; or (iii) all deficiencies in the Kinvey Platform Services can be found or corrected. Kinvey will not be responsible for: (a) any failure to meet the Kinvey Platform Services warranty of Section 7.3 caused by acts within the control of Customer or any User or interoperability of specific Customer Applications or Customer infrastructure with the Kinvey Platform Services; (b) loss of data; (c) the inability of Customer to access or interact with any other service provider through the internet, other networks or users that comprise the internet or the informational or computing resources available through the internet; or (d) services, libraries, or data sources or repositories provided by third parties.
Professional Services Addendum
If Order Form is between Customer and the authorized reseller, then the authorized reseller may be responsible for billing and/or collecting payment from Customer and if so, the terms agreed to between Customer and the authorized reseller may differ from the terms set forth in this Section 3.
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