Effective: December 1, 2024
Effective: December 1, 2024
These Deployment Services Terms (the “Deployment Terms”) apply to the Services expressly designated as “Deployment Services” in the Order Form. The Deployment Terms are Additional Terms under the Platform Terms and are part of the Terms. Capitalized terms used but not otherwise defined in these Deployment Terms have the meanings set forth in the Platform Terms.
The Deployment Services are part of the Services provided to you under the Platform Terms and subject to the same restrictions and obligations as other Services. Additionally, Deployment Services are subject to the terms and conditions of these Deployment Terms.
Any development, deliverable or customization (including interfaces, integrations, applications, application logics,) created, used, or provided by Intrinsic in connection with the Deployment Services will be regarded as Platform Resources, unless such work product is expressly designated as a “Customer Deliverable” in the corresponding Order Form. To the extent there are any Customer Deliverables, Intrinsic assigns to Customer all right, title, and interest in and to the Customer Deliverables except to the extent they include or embody any Platform Resources or other Services created, developed, conceived, or reduced to practice by Intrinsic other than in the course of performing the Deployment Services. The Deployment Services shall not constitute “works made for hire” under any applicable copyright laws. Any files or other materials, such as CAD model files, provided by Customer to Intrinsic in connection with the Deployment Services will be regarded as Customer Materials.
Customer grants Intrinsic a license to use, reproduce, and create derivative works of Customer Deliverable to provide, develop and improve products and services; and (b) to distribute, sell, license, publicly perform and publicly display Customer Deliverable (or any derivatives thereof) in a de-identified or aggregated form that does not reasonably enable any third party to identify Customer based on such data or to determine that Customer was the source of any such data.
Either Party may provide the other Party with equipment, tooling, or other materials in connection with this Order Form (“Party Resources”). Each Party represents and warrants that it will only use the Party Resources to exercise its rights or perform its obligations under the Agreement. The providing Party may deliver such Party Resources to the other Party FCA Port of Export Incoterms 2020. Title to such Party Resources shall temporarily pass to and vest in the other Party immediately after the Party Resources have cleared for export out of the providing Party’s location and before entry into the other Party’s location. The receiving Party is responsible for the import of the Party Resources into its location in accordance with applicable laws, including obtaining all necessary import licenses / permits and paying customs duties and import taxes that may apply. The receiving Party will: (a) be responsible for the use, maintenance, and protection of the Party Resources; (b) at the providing Party’s option, replace or reimburse the providing Party for the replacement cost of any Party Resources lost or damaged before their return to the providing Party; and (c) return the Party Resources to the providing Party immediately upon request, or upon completion or termination of the applicable Order Form. Title to such Party Resources shall automatically revert back to the providing Party (or to a third Party designated by the providing Party), upon receipt by the providing Party of the Party Resources. The receiving Party agrees to act as exporter of record and obtain any export license or authorization as applicable and ship the Party Resources FCA Port of Export Incoterms 2020. The transfer of title described in this Section shall override the need for a license to these Party Resources, but the providing Party shall otherwise use, and be responsible for, such Party Resources. THE PARTY RESOURCES ARE PROVIDED “AS IS” WITH NO WARRANTIES. International shipping of Party Resources will be handled in the applicable Statement of Work (“SOW”).
You will perform your obligations set forth in the Order Form and, in a timely manner, provide Intrinsic with all documentation, information, assistance and access to facilities Intrinsic reasonably requires to perform the Deployment Services.
You will provide Intrinsic personnel with access to your facilities (“Customer Facility”) as necessary for Intrinsic to perform the Deployment Services. Intrinsic will ensure that its personnel at Customer Facilities complies with any safety, health, and misconduct standards and rules that your regular employees are required to adhere to. Any such standards and rules must be provided by you to Intrinsic at least 48 hours in advance of Intrinsic personnel visiting a Customer Facility. For the avoidance of doubt, you are responsible for all safety compliance requirements in your Customer Facilities and Intrinsic does not assume any such responsibility through the provision of Deployment Services.
Unless otherwise mutually agreed in writing, each Party shall be responsible for its own expenses in connection with performance of the Deployment Services, including but not limited to travel, lodging, communications, shipping and other expenses.
In case the Deployment Services are provided at no charge to you as indicated in an Order Form, they are provided “AS IS” without warranty, indemnity, support, or other commitments. Any timelines, milestones or target dates set forth in an Order Form are indicative and non-binding. Failure by you to provide your obligations on time may result in delayed provision of the Deployment Services.
Intrinsic reserves full discretion in the allocation of its personnel and subcontractors for the performance of the Deployment Services. Any Intrinsic personnel performing Deployment Services shall remain employees of Intrinsic.