BETA TEST AGREEMENT
BY CLICKING ON THE "YES" OR “I ACCEPT” BUTTON (OR OTHER BUTTON OR MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT TO THE TERMS OF THIS AGREEMENT), OR BY DOWNLOADING, ACCESSING OR INSTALLING THE BETA PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.
This BETA TEST AGREEMENT (the “Agreement”) is by and between Marstone, Inc. and its affiliates (collectively, “Marstone”) and you (“Licensee” or “You”).
1. Beta Product
“Beta Product” shall mean those products, software, services, and/or features that are designated as beta or pre-release versions of Marstone and are provided to You.
2. License
Marstone grants You a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Beta Product solely for purposes of testing, research, and evaluation. You shall not modify, disassemble, decompile, reverse engineer, rent, lease, loan, transfer, or make copies of the Beta Product.
3. Ownership
All title, interest, and ownership rights in and to the Beta Product and associated documentation, including any intellectual property rights therein, and including any improvements, modifications, and enhancements made thereto, are and shall remain in Marstone. Except for those rights expressly granted herein, no other rights are granted, either express or implied, to You.
4. Confidentiality
The Beta Product, the fact of its existence, all accompanying documentation, and all information disclosed by Marstone to You hereunder or otherwise in connection with the Beta Product, including without limitation performance data, features and other information relating to or obtained from the Beta Product, is “Confidential Information” of Marstone. You will not use the Confidential Information except as necessary under this Agreement and will not disclose any portion of the Confidential Information to any other person or entity. You will use all reasonable steps to protect the Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that: (1) was rightfully known by You at the time of disclosure without an obligation of confidentiality, (2) is lawfully obtained by You from a third party without restriction on use or disclosure, or (3) is or becomes generally known to the public through no fault or breach of this Agreement by You.
5. Termination
This Agreement shall terminate upon the release by Marstone of a publicly available version of the Beta Product. Marstone does not guarantee that any such publicly available version will be released.
6. Data and Feedback
You agree that Marstone may obtain information and data from You in connection with Your registration, installation, and use of the Beta Product, without limitation personal information. Marstone may also collect and process technical and performance information about Your use of the Beta Product and use this information to support and troubleshoot issues, provide updates, analyze trends and improve Marstone products or services. Marstone will be allowed to use such data for beta testing purposes. You hereby consent to Marstone processing and transferring this information, including, if any, personal information, in conformity with the Marstone Privacy Policy, as updated from time to time. Further, You shall provide feedback to Marstone concerning the functionality and performance of the Beta Product from time to time as reasonably requested by Marstone, including, without limitation, identifying potential improvements. You may also be invited to complete surveys regarding Marstone products, services, and/or features. Feedback provided to Marstone through any of the foregoing methods in connection with the Beta Product may be used by Marstone to improve or enhance products, services and/or features and, accordingly, Marstone shall have a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such feedback without restriction.
7. No Warranties
THE BETA PRODUCT MAY CONTAIN ERRORS AND IS PROVIDED FOR LIMITED EVALUATION ONLY. THE BETA PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MARSTONE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE BETA PRODUCT, EVEN IF ADVISE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
9. Miscellaneous
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. You shall not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Marstone. You shall comply in all respects with all U.S. and foreign export and re-export laws and regulations applicable to the technology and documentation provided hereunder. This is the entire Agreement between the parties relating to the subject matter hereof. No waiver or modification of this Agreement shall be valid unless in writing signed by each party. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
