Pilot Agreement Terms and Conditions
1. Description of Pilot. AVR agrees to provide Customer with one Unit (as defined in Section 2 below) of the AppliedVR Product (as defined in Section 2 below) for a 30-day Pilot period (the “Pilot Period”). Customer will also be granted a limited non-exclusive license to use the AVR platform and software on the AppliedVR Product during the Pilot Period; Customer shall not use the AVR platform or software on any equipment other than the AppliedVR Product. During the Pilot Period, Customer will use the AppliedVR Product in order to evaluate the feasibility of an immersive virtual reality environment in improving pain management and patient satisfaction (the “Pilot”). At the end of the Pilot Period, AVR and Customer will meet to perform evaluation regarding the Pilot and to performance of the AppliedVR Product. Upon completion of the Pilot Period or the earlier termination of the Pilot by either Party, if Customer wishes to discontinue service, Customer will return the AppliedVR Product to AppliedVR within 10 working days of the end of the Pilot Period in good working order excepting only ordinary wear and tear.
2. Each Unit of the AppliedVR Product consists of:
- One Samsung® Galaxy S7 smartphone or equivalent, loaded with AVR’s healthcare platform;
- One Samsung Gear® VR headset;
- One Set of headphones; and
- One set of electrical chargers for the above items.
3. Lost or Damaged AppliedVR Product. AVR does not require Customer to provide a deposit equivalent to the value of the AppliedVR Product. In the event that the AppliedVR Product is lost or damaged during the Pilot Period, Customer agrees to reimburse AVR for the market price of the Product, $800.
4. Termination. AVR may terminate the Pilot upon not less than five (5) day prior written notice to Customer.
5. Confidential Information.
a) Each Party shall maintain the confidentiality of the other's Confidential Information (as defined below) using at least the same efforts as it uses to maintain the confidentiality of its own Confidential Information. The term Confidential Information shall include but not be limited to any non-public information, whether in written, oral, graphic, electronic or any other form, including without limitation, data, sales, pricing, cost and other unpublished financial information, product and business plans, business projections, pricing, and marketing data, business, trade secrets, proprietary methodology, analytic tools, financial, technical and information, user manuals, forecasts, analyses, software and processes, which is marked or indicated at the time of disclosure or observation as being "Confidential" or "Proprietary," or which would be deemed by a reasonable person to be confidential or proprietary in nature. This Agreement shall be treated as Confidential Information.
b) Confidential Information shall not include information that (a) is in or enters the public domain without breach of this Agreement, (b) the receiving party receives from a third party who is entitled to disclose such information to the receiving Party without restriction on disclosure and without breach of a nondisclosure obligation or (c) the receiving Party knew prior to receiving such information from the disclosing Party or develops independently without reference to the disclosing Party Confidential Information. Either Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that, if possible, the disclosing Party shall give the other Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. In addition, notwithstanding anything to the contrary in this Agreement, neither Party shall be prevented from "need to know" basis disclosure to its own attorneys, auditors, tax preparers, and other professional advisors.
6. Limitation of Liability. APPLIEDVR SHALL NOT HAVE ANY LIABILITY TO CUSTOMER FORANY DAMAGES BASED ON ANY CLAIMS, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY ARISING FROM OR RELATED THIS AGREEMENT, THE PILOT, APPLIEDVR PRODUCT AND/OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY APPLIEDVR TO CUSTOMER. ADDITIONALLY, IN NO EVENT, WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT EVEN IF THE PARTY HAS BEEN ADVISED ON A THE POSSIBILITY OF SUCH DAMAGES.