This Beta Participation Agreement (the "Agreement") by and between Chanalytics ("Chanalytics"), having its principal place of business at 463 W 500 S, Orem, UT, USA and ("Participant"),having its principal place of business at %s is entered into as of %s (“the Effective Date").
Subject to the terms and conditions of this Agreement, Chanalytics agrees to provide Participant at no charge (a) experimental releases of either new or existing products and services (collectively the “Products"), and (b) materials related to the Products, including documentation, presentations, or other media (collectively the “Materials).
Chanalytics grants Participant, subject to the terms and conditions of this agreement, a non-transferable, non sublicenseable, limited, revocable, non-exclusive royalty free license to internally use and test the Products and Materials during the Term for the sole purpose of evaluation of the Products and providing feedback to Chanalytics.
Participant Agrees to comply with any installation instructions for the Products provided by Chanalytics. Participant shall test and evaluate the Products and Materials and shall provide feedback on the Products and Services to Chanalytics.
All right, title, and interest to all intellectual property and related intellectual property rights with respect to the Product and Materials, including that which may be or become protectable by patent, copyright, trademark, trade secret, or similar laws, shall remain exclusively with Chanalytics. This Agreement confers no title or ownership and is not a sale of any rights in any current or future Chanalytics products or services.
Participant’s right to use the Products and Materials is specifically limited to the rights described in this Agreement. Participant agrees not reverse engineer, disassemble, decompile, copy, distribute or modify the Products and Materials or provide access to the Products and Materials to any third party.
Chanalytics may at any time and without notice choose not to release a final Product or Materials or, even if released, to alter features, specifications, capabilities, functions, release dates, general availability, or other characteristics of the Product of Materials.
The Products and Materials are provided ‘As Is." PARTICIPANT ACKNOWLEDGES THAT THE PRODUCTS AND MATERIALS MAY HAVE ERRORS OR DEFECTS. Chanalytics MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCTS AND MATERIALS, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICUALAR PURPOSE, AND NON-INFRINGEMENT.
The term of this Agreement (the “Term") begins on the Effective Date and is effective until terminated. Participant’s rights under this agreement shall terminate upon failure to comply with the Agreement. Chanalytics may terminate this Agreement immediately at any time in its sole discretion. Sections 3 – 13 shall each survive expiration or termination of this Agreement.
TO THE FULLEST EXTENT PERMITTED UNDER LAW, Chanalytics WILL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR ANY DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING LOST PROFITS, LOSS OF INCOME, REVENUE, GOODWILL, REPUTATION OR SAVINGS, LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA OR SOFTWARE RESTORATION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITES, ARISING UNDER THIS AGREEMENT.
Participant agrees that all information pertaining to the Products and Materials are Chanalytics’ proprietary and confidential information. As such, Participant agrees to protect the confidentiality of such information until such information is made public by Chanalytics, using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of such information as Participant uses to protect its own confidential information.
Participant may not share data from Chanalytics outsite of Participant's organization.
No rights in copyright, patents, trademarks, trade secrets, or other intellectual property rights are granted by either party to the other except as expressly provided under this Agreement. Participant agrees to assign to Chanalytics all right, title, and interest in and to any feedback, test results, or suggestions regarding the Product or Materials (“Feedback"). Chanalytics, it its discretion, may choose not to use or implement any Feedback in the Product and Materials. All feedback given to Chanalytics becomes property of Chanalytics.
Participant may not assign this Agreement without the prior written consent of Chanalytics.
This Agreement will be governed by the laws of the state of Utah, U.S.A., excluding rules as to choice and conflicts of law.
This Agreement represents the entire understanding with respect to the Products and Materials and supersedes any previous communications or agreements that may exist. Modification to the Agreement will be made only through a written amendment signed by both parties. If either Chanalytics or Participant fail to exercise their rights under this Agreement, such delay is not a waiver of its rights. In the event that any provision of this Agreement is held invalid or unenforceable the remainder of the Agreement will remain enforceable and unaffected thereby.