PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THE AERIS COMMUNICATIONS, INC. (“AERIS”) BETA PROGRAM (“BETA PROGRAM”) AGREEMENT (“AGREEMENT”) CAREFULLY. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “ACCEPT” BUTTON. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “DECLINE” BUTTON AND YOU WILL BE INELIGIBLE TO PARTICIPATE IN THE BETA PROGRAM.
Aeris Beta Program Agreement
- Aeris is developing a certain product (the “Beta Product”). As a tester, you will receive from Aeris alpha, beta, seed, and other pre-release software, products, services, and related documentation, information and/or other material (the “Aeris Materials”) from time to time for the purpose of providing Aeris with feedback on the quality and usability of the Beta Product.
- You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and Aeris. You understand that your participation in the Beta Program does not obligate Aeris to provide you with the Beta Product. You certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to join the Beta Program.
- Aeris reserves the right to modify the terms, conditions, and policies of this Beta Program and this Agreement from time to time, with or without notice to you, and to revoke your participation in the Beta Program at any time.
- Confidentiality. You agree to keep confidential and not disclose to or discuss with any third party: a) the Beta Product, b) Aeris Materials, c) Aeris development or marketing plans that you learn about as part of your participation as tester, d) your participation in the Beta Program, and e) verbal or written communications from Aeris employees, agents, contractors or other representatives regarding Aeris Materials, the Beta Program, and the Beta Product. The confidentiality requirements continue until all of the above become publicly known.
- No Conflicting Loyalty. You represent that neither you nor any household member is: a) a member of the press or any public newsgroup, or b) an employee or representative of any competitor of Aeris.
- Feedback. You will be asked to provide prompt feedback to Aeris regarding the operation or use of the Beta Product and/or Aeris Materials when requested. This may include participating in recorded, filmed, or taped telephone call, videoconference call, or interview, maintaining a record of problems or errors, providing suggestions and ideas, and responding to written surveys or emails that may be provided by Aeris. You acknowledge and agree that Aeris may use, disclose, analyze, or reproduce such feedback for the purposes of improving the performance of the product. You hereby grant to Aeris all required licenses in your feedback and the associated intellectual property rights to allow Aeris to carry out these rights.
- Grant of License to Test. Subject to the terms and conditions of this Agreement, Aeris hereby grants you a personal, limited, nonexclusive, nontransferable and revocable license to use the Beta Product, as instructed by Aeris. Your license will be valid only during the time that you are an active participant in this Beta Program solely for the purposes of testing, troubleshooting, and evaluating the Beta Product to assist Aeris in the completion of its development, and not for any commercial purpose or use. You agree not to reverse engineer, duplicate, modify, copy, disassemble, decompile or otherwise tamper with the Beta Product, Aeris Materials, and/or any prototypes, software, and/or other tangible objects which are provided to you.
- DISCLAIMER OF WARRANTIES. You acknowledge and agree that: (a) the Beta Product is not complete in development and has not been commercially released for sale by Aeris; (b) the Beta Product may not be fully functional, and it is expected that it will contain errors, design flaws or other problems, including problems that may adversely impact the operation of your existing software; (c) the Beta Product may not be reliable during the time you are participating as a tester in the Beta Program; (d) the Beta Product has not passed any required regulatory tests, including without limitation FCC, UL or other equivalent tests; (e) the Beta Product and its use may result in unexpected results, loss of data, electrical failures, and/or other unpredictable damage or loss to you; (f) Aeris is under no obligation to release a commercial version of the Beta Product; and (g) Aeris has the right to unilaterally abandon development of the Beta Product at any time and without any obligation or liability to you or any third party. You further acknowledge that you have paid no consideration to Aeris for the Beta Product, and that THE BETA PRODUCT IS BEING SUPPLIED TO YOU “AS IS”. AERIS MAKES NO WARRANTIES REGARDING THE BETA PRODUCT, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- Ownership. You acknowledge and agree that Aeris and/or its suppliers own all right, title and interest in and to the Beta Product and in any and all intellectual property rights therein, including but not limited to any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights therein. You agree not to use Aeris’ trademarks or other business names for any purpose. You will not earn or acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of this Agreement or your performance under this Agreement. To the extent that Aeris provides you Aeris Materials or Beta Product, you agree that they are and remain the sole and exclusive property of Aeris. You further agree, upon request of Aeris, to delete and destroy the Beta Product and any Aeris Materials at the end of the Beta Program. You agree to promptly disclose and hereby assign to Aeris any suggestions for change and/or improvement to the Beta Product and any related rights thereto and to assist Aeris, as reasonably requested by Aeris and at Aeris’ expense, in obtaining intellectual property protection relating to such suggestions as Aeris may reasonably direct.
- Limitation of Liability. IN NO EVENT SHALL AERIS BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM INSTALLATION OR USE OF THE BETA PRODUCT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT.
- Termination. This Agreement will automatically expire at the end of your participation as a tester in the Beta Program unless terminated sooner in accordance with this Agreement, and in any case shall expire not more than 60 days after acceptance of this Agreement. Either party may terminate this Agreement before the end of your participation in the Beta Program for any or no reason upon written notice to the other party. This Agreement will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations. Your breach of any of your obligations under the Agreement may result in your immediate removal from the Beta Program. Upon request from Aeris, you immediately delete and destroy the Beta Product and any Aeris Materials.
- Miscellaneous. This Agreement may not be assigned by you without the prior written consent of Aeris, and any attempt to assign without such consent shall be null and void. You acknowledge that the Beta Product licensed hereunder is subject to the export control laws and regulations of the United States, and any amendments thereto. You warrant that you will comply in all respects with United States exports laws and regulations. This Agreement shall be governed by the laws of the State of California, without reference to its conflict of law principles. You consent to the jurisdiction of the federal and state courts sitting in the County of Santa Clara in the State of California. This Agreement constitutes the entire agreement between you and Aeris with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. You acknowledge that any breach of your obligations under this Agreement with respect to the proprietary rights of Aeris will cause Aeris irreparable injury for which there are inadequate remedies at law, and, therefore, Aeris will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity.
- Contact. For inquiries or questions regarding this Agreement, the Beta Program, or the Beta Product, please contact firstname.lastname@example.org.