Presto Terms and Conditions

Terms and Conditions

Rigado Presto Kit Evaluation Agreement

1. Description of Services.

Recipient desires to evaluate a solution consisting of certain Rigado hardware, software and associated services, all provided together and known as the “Presto Kit”. More specifically the Presto Kit consist of the following:

1. Rigado Cascade-500W IoT Gateway, an edge router designed to connect with wireless devices, and push data to Microsoft’s Azure IoT Central cloud services. (the “Hardware”);
2. The software installed on the Hardware provided by Rigado, including configurations that will allow sensor data to appear in an IoT Central dashboard, plus 3 months of cellular data service. Note, a separate and unique Azure IoT account is required for use; and
3. A selection of wireless Bluetooth Sensors including a Rigado RS40 occupancy sensor, a Flic Button, an Onset HOBO MX-100 temperature sensor, & a Minew E8 asset tracking sensors. Sensors are provided for demo purpose only and may be substituted at any time at the discretion of Rigado.

Rigado agrees to provide the Services pursuant to the terms and conditions set forth in this Agreement.

2. Term and

The term of the Evaluation is for 12 months.  The term of this Agreement may be extended by mutual agreement of the parties.

3. Provision and Use of the Services.
   • Terms of Use. Subject to the terms of this Agreement, Rigado grants Recipient a personal, nonsublicensable, nonexclusive, non-transferable, limited right and license to use the Services in accordance with the documentation supplied by Rigado solely for Recipient’s internal evaluation purposes (“Evaluation”). Rigado will provide reasonable support for the Evaluation, as determined by Rigado in its discretion. Under no circumstances may Recipient use the Services or any element thereof for any commercial or production purposes.  Rigado, or as applicable its lessors, shall at all times retain all title and interest in and to the Services and all components and copies thereof, including any and all modifications, configurations, or adjustments created during the Evaluation.
   • Restrictions. Recipient acknowledges that the Services and their structure, organization, and source code constitute and include valuable intellectual property of Rigado and its suppliers, and include confidential information, and may not be disclosed to any third party. Except as expressly permitted, Recipient shall not, and shall not permit any third party, to (i) modify, adapt, alter, translate, or create derivative works from the Software or Hardware; (ii) combine the Software with other software; (iii) sublicense, export, sell, lease, rent, loan, distribute, provide for service bureau use, or otherwise transfer the Software or Hardware to any third party; (iv) reverse engineer, decompile, disassemble, and or otherwise attempt to derive the source code for the Software or Hardware; (v) remove or alter any copyright notices, ownership tags or decals, or other notices included in the Software or Hardware; (vi) otherwise use any component of the Services except as expressly permitted; or (vii) use the Services in any application, which may result in death, personal injury or severe physical or property damage.

 

 

4. Warranty Disclaimer.

Recipient acknowledges that all of the Services are being provided hereunder for limited evaluation purposes and are provided “AS IS” without warranties of any kind. To the maximum extent permitted by applicable law, Rigado disclaims all warranties relating to, express, implied, and statutory, including warranties of merchantability, noninfringement and fitness for a particular purpose.

5. • Recipient and Rigado agree to maintain the confidentiality of Rigado’s pricing and Services details as well as other proprietary information received by the other party that is marked confidential, including non-public technical and business information for a period of five (5) years after the termination of Services. This Section shall not apply to any publicly available or independently developed information.
6. Limitation of Liability

Liability.  To the maximum extent permitted by applicable law, (i) in no event shall Rigado be liable for any damages or losses suffered by recipient whatsoever (including without limitation direct or indirect, special, exemplary or consequential damages, damages for loss of profits, business or data)  arising out of or in any way related to this agreement, even if Rigado was aware of the possibility of such damages or was negligent, and (ii) rig ado’s total liability under this agreement, regardless of the basis of the claim, whether based on tort, contract, negligence, strict liability or otherwise, shall not exceed the total fees paid by recipient to Rigado.

7. • Governing Law and Venue. The validity, interpretation and enforcement of these terms and conditions will be governed by and construed in accordance with the laws of the United States and of the State of All disputes arising out of or relating to these terms and conditions will be submitted to the exclusive jurisdiction of the state or federal courts of competent jurisdiction located in Portland, Oregon, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.
   • Equitable Relief. Recipient acknowledges and agrees that due to the unique nature of Rigado’s Services, there can be no adequate remedy at law for any breach of Recipient’s obligations hereunder, that any such breach may allow Recipient or other persons to unfairly compete with Rigado resulting in irreparable harm to Rigado, and therefore, that upon any such breach or threat thereof, Rigado shall be entitled to injunctions and other equitable relief without posting a bond in addition to whatever remedies it may have at law.
   • Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Recipient, and any such attempted assignment or transfer shall be void and without effect.
   • Dispute Resolution. If Recipient is not satisfied with the Services provided by Rigado, Recipient agrees to give Rigado a written description of the problem(s) and to make a good faith effort to amicably resolve the problem with Rigado before commencing any proceeding. Rigado also agrees to make a good faith effort to amicably resolve any problem with Recipient before commencing any proceeding.
   • Complete Agreement. These terms and conditions constitute the complete and exclusive terms and conditions with respect to the subject matter hereof. Any claim by Recipient relating to the provision of the Services by Rigado, its affiliates and their personnel will be made against Rigado alone.
   • Amendment. These terms and conditions may not be amended, supplemented or modified except by a written instrument signed by the parties.