• 1. SCOPE AND KEY TERMS
  • 1.1 This is a legal agreement concerning the provision of services on a time and materials basis by Coverity. The delivery of the services are expressly conditioned upon acceptance of these Terms and Conditions by the legal entity or person ordering the Services and, if applicable, responsible for payment (the "Customer"). References below to "you" or "your" refer to the Customer.
  • 1.2 An "Order Schedule" is a document from Coverity or its authorized distributor which references these Terms and Conditions and identifies the specific services to be delivered by Coverity that are being ordered by you. The Order Schedule also sets forth the fees and payment terms for the services. You must refer to a copy of the applicable Order Schedule to determine these conditions. If you do not receive any other document executed by Coverity referencing the services transaction, a Coverity invoice referencing these Terms and Conditions and issued in response to your correct purchase order shall be Coverity's acceptance of the services transaction. Additional or different terms on your purchase order shall not apply.
  • 1.3 All services ordered under these Terms and Conditions are priced on a time and materials basis.
• 2. SERVICES AND FEES
  • 2.1. Coverity shall perform the services described in the Order Schedule (the "Services") using such resources as Coverity deems necessary. Customer agrees that Coverity's provision of the Services depends upon the Customer's timely cooperation and assistance as Coverity may require.
  • 2.2. In consideration of Coverity performing the Services, Customer shall pay Coverity the fees and expenses as set forth in the Order Schedule
• 3. INTELLECTUAL PROPERTY RIGHTS
  • 3.1 Unless otherwise expressly provided in an Order Schedule, the provision of the Services shall give neither Coverity nor the Customer any rights of ownership in or to the intellectual property rights of the other party. All intellectual property rights that are owned or controlled by a party at the commencement of the Services shall remain under the ownership or control of such party throughout the term of the Services engagement and thereafter. Further, unless expressly provided herein, no license is granted under the intellectual property rights of a party to the other party hereto.
  • 3.2 Neither party intends that the Services shall result in the creation, conception or development of any creative work, inventions, or innovations ("Created Work"). In the event that a party does create, conceive or develop Created Work as a result of the performance of the Services, unless otherwise expressly provided in the Order Schedule, such party shall own such Created Work, subject to any underlying rights belonging to the other party, and hereby grants to the other party a royalty-free, non-exclusive, world-wide, fully paid, limited license to use and practice the Created Work.
  • 3.3 Customer hereby grants to Coverity a royalty-free, non-exclusive, world-wide, fully paid, limited license to use and practice the materials and technology provided by Customer to Coverity in order to perform the Services, solely during the Services engagement and exclusively to perform the Services.
• 4. WARRANTIES
  • 4.1 Coverity warrants that the Services provided hereunder will be performed in a professional manner consistent with the quality of Coverity's performance of services for similar types of engagements.
  • 4.2 EXCEPT AS EXPRESSLY SET FORTH IN ABOVE, COVERITY AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO REASONABLE SKILL AND CARE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CONFORMANCE WITH DESCRIPTION, AND NON-INFRINGEMENT. COVERITY AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
  • 4.3 In order to receive warranty remedies, deficiencies in the Services must be reported to Coverity in writing as soon as reasonably practicable and, in any event, within ninety (90) days of delivery of the Services. The Customer's sole and exclusive remedy shall be to have such deficiencies remedied or to receive a refund of the pro rata amount of the fees allocable to such deficient Services, at Coverity's sole option. You may have other rights under applicable mandatory local laws. These Terms and Conditions do not change your rights under applicable mandatory local laws if such laws do not permit the parties to do so.
• 5. LIMITATION OF LIABILITY
  • 5.1 Notwithstanding anything to the contrary, these Terms and Conditions does not limit liability due to death or personal injury caused by gross negligence, or liability due to fraudulent misrepresentations or willful misconduct, or liability arising from breaches of confidentiality or licensing obligations hereunder. SUBJECT TO THE FOREGOING SENTENCE, IN NO EVENT SHALL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS), OR LOST PROFITS OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THESE TERMS AND CONDITIONS, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COVERITY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES CONCERNING ANY PRODUCTS, DEVICES, SOFTWARE OR APPLICATIONS DEVELOPED THROUGH USE OF COVERITY'S PRODUCTS, THE DELIVERABLES OR THE SERVICES.
  • 5.2 COVERITY'S AGGREGATE CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THE SERVICES AND THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO COVERITY UNDER THE APPLICABLE ORDER SCHEDULE.
• 6. CONFIDENTIALITY

  Customer and Coverity agree to be bound by the confidentiality terms contained in a previously accepted license agreement, or if no such license agreement exists, a non-disclosure agreement, between Coverity and Customer ("Confidentiality Terms") and hereby agree that these Confidentiality Terms will apply to information exchanged during the performance of the Services.

• 7. SURVIVAL

  Sections 3.1, 3.2, 4.2, 5, 6, 7 and 8 shall survive termination or expiration of the Services engagement.

• 8. GENERAL
  • 8.1 Government Contracts: If Customer's purchase order is placed pursuant to a United States government contract, the government clauses required to be passed on to subcontractors must be agreed upon in writing to be binding on Coverity.
  • 8.2 Independent Contractors. Coverity shall perform the Services as an independent contractor, and nothing contained in these Terms and Conditions or any Order Schedule attached hereto shall be construed to create or imply a joint venture, partnership, principal-agent or employment relationship between the parties.
  • 8.3 Governing Law. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California excluding the body of laws known as conflicts of law. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
  • 8.4 Force Majeure. Coverity shall not be liable for any loss or damage, arising from delay due to causes beyond its reasonable control.
  • 8.5 Assignment. Customer shall not assign these Terms and Conditions, in whole or in part, by operation of law or otherwise, without Coverity's express prior written consent.
  • 8.6 Entire Agreement; Modification; Interpretation. These Terms and Conditions, including all accepted associated Order Schedules referencing these Terms and Conditions, constitutes the complete and exclusive understanding and agreement between you and Coverity regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. You agree that additional or different terms on your purchase order shall not apply. Failure to enforce any provision of these Terms and Conditions will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of these Terms and Conditions will be effective only if in writing and signed by you and an authorized representative of Coverity. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms and Conditions will remain in full force and effect. The word "including" when used in these Terms and Conditions will mean including without limitation of the generality of any description, definition, term or phrase preceding that word.

END OF TERMS