LITIFY LLC BETA TESTING TERMS
Licensee’s use of the beta features set forth in the Order Form (the “Beta Features”) is subject to the terms of the Services Agreement between Licensor and Licensee (the “Services Agreement”) as well as the additional terms contained herein which are incorporated by reference into the Services Agreement (these “Beta Testing Terms”). To the extent there is a conflict between the terms of the Services Agreement and the Beta Testing Terms, as it relates to Licensee’s use of the Beta Features, the Beta Testing Terms shall prevail. Any capitalized terms used herein but not defined in these Beta Testing Terms shall have the meanings set forth in the Services Agreement.
1. BETA USE.
1.1. License. Subject to the terms and conditions of these Beta Testing Terms, Licensor grants Licensee a non-exclusive, non-transferable, revocable license during the Term to use the Beta Features solely for Licensee’s internal testing and evaluation purposes to determine the suitability of the Beta Features and the presence of bugs and other items that may detract from the effectiveness of the Beta Features and not for general commercial use. This license terminates on the earlier of expiration or termination of these Beta Testing Terms or the Services Agreement.
1.2. Acknowledgment of Beta Software. Licensee acknowledges and agrees that: (a) the Beta Features are not an official product and have not been commercially released for sale by Licensor; (b) the Beta Features may not operate properly, be in final form, or fully functional, and may contain errors, design flaws or other problems; (c) any information obtained using the Beta Features may not be accurate and may not accurately correspond to information inputted to or extracted from any database or other source; (d) use of the Beta Features may result in unexpected outcomes, loss of data or communications, project delays or other unpredictable damage or loss; (e) Licensor is under no obligation to provide support with respect to the Beta Features or to release a commercial version of the Beta Features and Licensor has the unilateral right to abandon development of the Beta Features, at any time and without any obligation or liability to Licensee. Licensee acknowledges and agrees that it should not rely on the Beta Features for any reason, and that Licensee is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed utilizing the Beta Features. Licensee will be responsible for all costs and expenses required to restore any data and information that is lost or corrupted as a result of Licensee’s use of the Beta Features.
1.3. Feedback. As consideration for Licensor granting Licensee a license to use the Beta Features, Licensee shall provide feedback to Licensor regarding the Beta Features including notifying Licensor of problems and ideas for enhancements that come to Licensee’s attention while using the Beta Features.
2. INTELLECTUAL PROPERTY RIGHTS.
As between Licensor and Licensee, Licensor owns all right, title and interest in and to the Beta Features and all intellectual property rights related to the Beta Features, including any improvements, modifications or enhancements. Licensor is the exclusive owner of the intellectual property contained in or reasonably extrapolated from the feedback described in Section 1.3. Licensee waives any rights it may have in this intellectual property, and assigns all right, title, and interest in it to Licensor, and agrees to cooperate with Licensor to secure Licensor’s rights.
3. TERM AND TERMINATION
Licensee’s access to the Beta Features shall be for the time period set forth in the Order Form and, if no such time period is set forth than ninety (90) days. Licensor may terminate Licensee’s access to the Beta Features at any time upon written notice to Licensee.
If Licensee elects to purchase the Beta Features once the Beta Features become generally available, the purchase and provision of the Beta Features will be governed by a separate Order Form and agreement. This agreement is separate and apart from, and does not in any way alter, modify, or amend, any other agreement Licensee may have entered into with Licensor for the purchase or provision of Licensor’s products or services.
5. EXCLUSION OF LIABILITIES.
5.1. General Disclaimer. LICENSEE AGREES THAT IT IS ENTERING INTO THESE BETA TESTING TERMS SOLELY FOR PURPOSES OF EVALUATING AND TESTING THE BETA FEATURES. ACCORDINGLY, LICENSEE AGREES TO ASSUME ALL RISKS FROM USE OF THE BETA FEATURES AND ACKNOWLEDGES THAT THE BETA FEATURES ARE PROVIDED “AS IS” AND “WITH ALL DEFECTS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT. LICENSOR DOES NOT WARRANT THAT THE BETA FEATURES WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL OR ANY ERRORS WILL BE CORRECTED. LICENSOR WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO ANY DATA. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, including incidental or consequential damages. In such jurisdictions, the limitations set forth in this Section 5 may not apply to Licensee insofar as they concern such damages.
5.2. Limited Remedies. LICENSOR SHALL NOT BE LIABLE FOR LOST PROFITS OR LOSS OF DATA OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE BETA FEATURS OR THESE BETA TESTING TERMS WHICH MAY BE INCURRED BY LICENSEE. LICENSEE’S SOLE REMEDY FOR ANY DISPUTE OR DISAGREEMENT ARISING FROM OR RELATED TO THE BETA FEATURES OR THESE BETA TESTING TERMS IS TERMINATION OF USAGE OF THE BETA FEATURES.
5.3. Limitation of Liability. LICENSOR’S CUMULATIVE LIABILITY FOR ANY DAMAGES ASSERTED BY LICENSEE ARISING FROM OR RELATING TO THE BETA FEATURES, LICENSEE’S USE THEREOF, OR THESE BETA TESTING TERMS SHALL NOT EXCEED $100.
Licensee agrees to indemnify and hold Licensor and Licensor’s respective successors, officers, directors, employees, and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses (including legal fees) resulting from or arising out of Licensee’s non-conforming use of the Beta Features or violation of these Beta Testing Terms.