Beta Testing Terms
The Terms (as further defined below) and these Beta Service Testing Terms (“Beta Terms” incorporated in the Terms) are made by and between the entity accepting these Beta Terms (“You”) and Spekit Inc. (as applicable “We” or “Us” or “Spekit”). If You are entering into this Agreement on behalf of an organization, You represent You have the authority to bind Your organization to this Agreement. If You do not have that authority, or if You do not agree with the terms of this Agreement, You may not use the Beta Service, as defined below. By clicking a button denoting acceptance of this Agreement, or by implementing, downloading or otherwise accessing the Beta Service, You agree to be legally bound by the Beta Terms. The Beta Terms are effective between You and Spekit as of the date You accept them (whether via an online click-through, a signed agreement, or by using the Beta Service) (the “Effective Date”). For customers of Spekit who have a Terms of Service (“TOS”), Master Services Agreement (“MSA”) or similar agreement in effect between such customer and Spekit, the Beta Terms shall govern such customer’s use of the Beta Service. The Beta Terms may change from time to time. When Spekit makes changes to the Beta Terms, Spekit will update the “Last updated” date at the beginning of the Beta Terms. All changes will be effective from the date of publication unless otherwise stated.
1. General
From time to time, We may test new products or new feature(s) for existing products and make them available to You upon sign-up for the Spekit Beta Service and acceptance of these Beta Terms (each, the “Beta Service”). You agree that these Beta Terms are separate and independent agreements for each such Beta Service.
2. Beta Test Participation
The Beta Service is still in a testing phase that is not for production use or supported, and may contain bugs or errors. In addition to the disclaimers in the Terms, You agree that the Beta Service is provided “AS IS” and “AS AVAILABLE.” You understand and agree that We reserve the right to modify, revoke, terminate your access to, testing of, and/or use of, or discontinue the Beta Service (or any portion thereof) at any time and at our sole discretion. Spekit may collect, use and analyze general information and data from Your use of the Beta Service for purposes of improving and enhancing the quality and nature of the Beta Service, or to market or publish aggregated and anonymized general information and statistics. Spekit may also share certain data with sub-processors during the term of these Beta Terms to improve and enhance the quality of the services. Additionally, Spekit may collect data from Your public facing website to improve and enhance the quality of the services. During the term of these Beta Terms, You will use commercially reasonable efforts to provide suggestions, comments or ideas and report issues or problems related to Your use of the Beta Service (collectively, “Feedback”) by email, forums, surveys, phone calls, web conference calls, or through Spekit representatives to us in a timely basis or as otherwise agreed between the parties in writing (email will suffice). You agree not to disclose Feedback to any third party and that We (or others We authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner any feedback, comments, or suggestions without any obligation to You, restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to You or any third party. In addition to Feedback, You may also be asked to provide a testimonial or quote to be made publicly available; participate in a case study which may be disseminated per Spekit’s discretion; or participate in webinars or customer summits. Any Service Level Agreements entered into between You and Spekit, such as through a TOS, MSA or similar agreement in effect between You and Spekit, does not apply to the Beta Service.
3. Confidentiality
“Confidential Information” means any and all information disclosed by us to You, or accessed or provided by You, relating to the Beta Service, including Your use thereof, the relationship contemplated herein, Feedback, and the Terms (defined below), except to the extent made public by us. You agree that You: (a) will not use any Confidential Information other than as necessary to use or test the Beta Service hereunder; (b) will maintain Confidential Information in strict confidence and will use the same degree of care to protect it as You use to protect Your own confidential information, but in no circumstances less than reasonable care; and (c) will not disclose the Confidential Information to any person or entity other than those who need access to such Confidential Information to effect the intent of these Beta Terms and who are bound by written confidentiality obligations at least as protective as those set forth in this section; provided, however, that You will remain responsible for each such person’s or entity’s compliance with and breach of the confidentiality terms herein. You will not make any public announcements related to the Beta Service without our prior written approval, which We may grant or withhold in our sole discretion. This confidentiality provision supersedes any prior agreements between the parties solely with respect to Confidential Information hereunder.
4. Grant Of Right To Test
Subject to the Terms, Spekit hereby grants You a nonexclusive, non transferable and revocable right to use the Beta Service. Your right will be valid only during the time that You are an active participant in any Beta Service test solely for the purposes of testing and evaluating the Beta Service to assist Spekit in the completion of its development, and not for any commercial purpose or use. You agree not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which are provided to You hereunder.
5. Disclaimer of Warranties
You acknowledge and agree that: (a) the Beta Service is not complete in development and has not been commercially released for sale by Spekit during the beta program; (b) the Beta Service is provided in a production environment within the Spekit Services You purchased and may have an adverse impact on the Spekit Services; (c) the Beta Service 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 Products; (c) the Beta Service may not be reliable during the time You are participating as a tester; (d) the Beta Service and its use may result in unexpected results, loss of data, data modification, delayed uptime, or other unpredictable damage or loss to You; (e) Spekit is under no obligation to release a commercial version of the Beta Service; (f); and Spekit has the right to unilaterally abandon development of the Beta Service 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 Spekit for the Beta Service hereunder, and that THE BETA SERVICE IS BEING SUPPLIED TO YOU “AS IS”. SPEKIT MAKES NO WARRANTIES REGARDING THE BETA SERVICE, 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.
6. Term
With respect to each Beta Service, the term of these Beta Terms will begin on the Effective Date and will continue until the end of the testing of such Beta Service, which occurs on the earlier of (i) the date specified by us in our sole discretion or otherwise agreed to between the parties in writing (unless earlier terminated, after which You will cease use of such Beta Service), or (ii) the date We (in our sole discretion) make such Beta Service generally publicly available (after which any permitted use is subject to our MSA or the TOS and not these Beta Terms). These Beta Terms as applied to each Beta Service may be terminated by either party: (a) with cause immediately upon written notice to the other party; or (b) without cause upon thirty (30) days’ prior written notice to the other party. Sections 2, 3, 6 and 9 of these Beta Terms and the provisions of the Terms, will survive any termination or expiration of these Beta Terms.
7. Publicity
At Spekit’s sole discretion, Spekit may identify you as a user of the Beta Service on its website or in promotional or marketing materials.
8. Pricing
When generally available, the Beta Service may be a paid offering. For customers accepted to the beta program, the Beta Service will be free for the duration of the official beta program. At the conclusion of the Beta, You may have the option to purchase the Beta Service unless either You or Spekit elect to disable the Beta Service.
9. Miscellaneous
You agree that Your use of the Beta Service is subject to: (i) these Beta Terms; (ii) either the Spekit TOS located at Spekit’s website or a separately executed MSA; and (iii) any other supplemental terms (collectively referred to, the “Terms”). These Beta Terms are supplemental terms to any other terms that are agreed to between You and Spekit (as applicable). For clarity, to the extent the Beta Terms conflict with an MSA, the TOS, or supplemental terms between the Parties, the Beta Terms will govern with respect to Your use of the Beta Service to the extent of the conflict. As between the parties, We retain exclusive ownership of the Beta Service. Notwithstanding the foregoing, the MSA or the TOS and any other supplemental terms (unmodified by these Beta Terms) continue to apply to Your use of any products other than the Beta Service even if use thereof is in connection with the Beta Service. Any terms used but not defined herein have the meaning given in the Terms. The term “including” means including without limitation. Notwithstanding (and in further limitation of) the liability cap in the MSA or the TOS, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ACCESS TO, TESTING OF OR USE OF THE Beta Service OR THESE BETA TERMS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). We may make changes to the Beta Terms and by continuing to provide access to You for the use of the Beta Service after any update to the Beta Terms, You agree to be bound by them.
