PressOffice Beta Testing Agreement Terms & Conditions
This Beta Testing Agreement is entered into between PressOffice and you, the Beta Customer (“Customer”), each a “Party” and collectively abbreviated as the “Parties”.
Scope of Agreement.
This Agreement grants the Customer rights for the purpose of testing and providing input and other Feedback to PressOffice regarding PressOffice’s proprietary, non-commercially available hosted software applications, application platform interfaces, services, features and/or functionalities in connection with a Customer Account (the “Beta Product”). This Agreement covers all Beta Products made available to Customer by PressOffice, including, without limitation, any Beta Products specifically identified by PressOffice as being in “Beta” or any similar stage of development. PressOffice retains sole and absolute discretion as to what, if any, Beta Products will be made available to Beta Customer. While the Customer is not required to utilize or enable any Beta Products, if the Customer elects to do so, then the Customer’s use of and access to any such Beta Products shall be subject to the terms of this Agreement.
PressOffice reserves the right to charge fees for use and access to the Beta Products or may provide the Beta Products for no charge. PressOffice reserves the right to start charging or revise fee amounts at any time, at its sole discretion, under this Agreement or after the Beta Products are made widely available and incorporated into a PressOffice service.
Limited Use Rights.
For the term of the Agreement, PressOffice grants to the Customer a limited, non-transferable, non-exclusive, revocable right to access and use the Beta Product in connection with a Customer Account to test its functionality and provide feedback to PressOffice. PressOffice hosts and retains physical control over the Beta Product and only makes the Beta Product available for access and use by the Customer over the Internet through a web browser or mobile device. Nothing in this Agreement obligates PressOffice to deliver or make available any copies of computer programs or code from the Beta Product(s) to the Customer, whether in object code or source code form. PressOffice reserves the right, in its sole discretion, to revoke access and use of the Beta Products at any time. Further, PressOffice reserves the right to enter (“assume into”) the Customer Account as needed to (i) monitor or measure use of the Beta Product; (ii) validate certain features or functionality of the Beta Product; and (iii) to provide services or support necessary to maintain the Beta Product.
Restrictions of Use.
The Customer may not rent, lease, distribute, orresell the Beta Product, or use the Beta Product as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Beta Product.
Upon reasonable request by PressOffice, the Customer agrees to provide suggestions, enhancement requests, and recommendations (individually and collectively, “Feedback”) regarding the Beta Product. Feedback shall include informing PressOffice about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Beta Product. PressOffice may contact the Customer and Customer agrees to make available a reasonable amount of time to discuss the Beta Product with PressOffice if so requested. PressOffice may without restriction or fee use, modify and incorporate this Feedback into the Beta Product and other PressOffice products and/or services without any restriction and without any payment.
The Parties acknowledge that this Agreement does not transfer any right, title or interest in any intellectual property right to the other. PressOffice maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The limited rights granted to the Customer to access and use the Beta Product under this Agreement do not convey any additional rights in the Beta Product, or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the Beta Product as expressly provided herein, all rights, title and interest in and to the Beta Product and all hardware, software and other components of or used to provide the Beta Product, including all related Intellectual Property Rights, will remain with and belong exclusively to PressOffice.
Term of Agreement.
This Agreement shall commence upon the Date on which the Customer creates a Customer Account and shall expire on the Date on which the Customer terminates their Customer Account.
Termination and Expiration.
Either party may terminate this Agreement at any time, for any or no reason, and at either party’s convenience by providing written notice to the other. Upon termination of this Agreement, PressOffice may withhold, remove or discard any content, data, or other information that Customer posts or uploads into PressOffice’s system while using the Beta Product. Following termination or expiration of this Agreement, PressOffice is not obligated to store, maintain or provide a copy of any content, data or other information that the Customer made available or provided when using the Beta Product. If not earlier terminated, the Customer’s obligations under this Agreement shall terminate upon termination of this Agreement; provided that the foregoing shall not limit PressOffice’s rights pursuant to Section 5 as related to any Feedback provided before or after such termination. Sections 2, 5, 6, 10, and 12 to 16, and all obligations thereunder, shall survive any termination of this Agreement.
Suspension of Services.
PressOffice may immediately suspend the Customer’s access to and use of the Beta Product if the Customer is in breach of any part of this Agreement, provided that the suspension will continue only for as long as reasonably necessary for the Customer to remedy the breach.
The Customer acknowledges and agrees that participation in the Beta Testing under this Agreement will result in PressOffice disclosing certain confidential, proprietary and/or trade secret information related to the Beta Product and/or PressOffice (the “Confidential Information”). Such Confidential Information includes, without limitation, the features, functionality and existence of the Beta Product, and any know how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports made available to the Customer. The Customer agrees that it will not, without the express prior written consent of PressOffice, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (a) is or becomes generally available to the public through any means other than as a result of any act or omission by Customer; (b) is rightfully received by the Customer from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by the Customer without any reliance on any Confidential Information. At the termination of this Agreement or at any time by request of PressOffice, the Customer will return all Confidential Information in its possession to PressOffice and further agrees that it will not duplicate, translate, modify, copy,print, disassemble, decompile or otherwise tamper with the Beta Product or any Confidential Information.
Third Party Tool Integrations.
If applicable, the Beta Product may integrate with third party services. The Customer hereby consents to the sharing of the information in the Beta Product with these third party services and certifies that it has any and all required consents for doing so.
Disclaimer of Warranties.
The Beta Product is provided “as is”. PressOffice makes no representations or warranties, express or implied, regarding the Beta Product, including any representation that the service thereunder will be uninterrupted or error-free. To the fullest extent permitted under applicable law, PressOffice disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability, or fitness for a particular purpose in respect of the Beta Product. For the avoidance of doubt, the Beta Product is pre-release and expected to contain defects which may be material, and is not expected to operate at the level of performance or compatibility of a final, generally available product offering. The Beta Product may not operate accurately and may be substantially modified prior to widespread availability or withdrawn at any time. Accordingly, access to and use of the Beta Product is entirely at the Customer’s own risk. In no event shall PressOffice be liable for any damage whatsoever arising out of the use or inability to use the Beta Product, even if PressOffice has been advised of the possibility of such damages. You are advised to safeguard important data, to use caution, and not to rely in any way on the correct functioning or performance of any Beta Product.
The Customer agrees to indemnify and hold PressOffice, its officers, directors, and employees against any losses (including attorneys’ fees) that result from any third party claims related to the Customer’s access, use, or misuse of the Beta Product, or any act or omission by the Customer in violation of this Agreement.
Dispute Resolution andGoverning Law.
The Parties will attempt to resolve any dispute related to this Agreement through good faith and informal negotiation. If initial negotiation does not resolve the dispute, the Parties will select a mutually agreed mediator in a mutually agreed location to attempt to resolve the dispute. If mediation fails to resolve the dispute, either party may file an action in a federal court if each Party irrevocably submits to the jurisdiction and venue of the applicable courts. The prevailing Party in any litigation may seek to recover its legal fees and costs. Any breach of confidentiality obligations in this Agreement, or any unauthorized use of the services or a Party’s intellectual property by the other, may cause irreparable harm. In no event may this agreement be governed by the United Nations convention on contracts for the international sale of goods.
Compliance with Laws and Legal Advice.
Each Party must comply with all laws, rules, or regulations applicable to such Party’s activities in relation to this Agreement. PressOffice will not provide the Customer with any legal advice regarding compliance with data privacy or other relevant laws, rules or regulations in the jurisdictions in which the Customer uses the Beta Product (“Laws”). The Parties acknowledge and agree that not all features, functions and capabilities of the Beta Product may be used in all jurisdictions and the Customer recognizes that certain features, functions and capabilities may need to be configured differently or not used in certain jurisdictions in order to comply with applicable local Laws, and in certain jurisdictions consents may need to be obtained from individuals submitting data via the Beta Product as to the intended purpose, storage, distribution, access and use of the data submitted (“Local Use Decisions”). The Customer is responsible for Local Use Decisions and PressOffice disclaims all liability for Local Use Decisions.
This Agreement does not create apartnership, agency relationship, or joint venture between the Parties. Any assignment of this Agreement by the Customer in whole or in part without PressOffice’s prior written consent will be null and void, except an assignment to a successor that is not a competitor of PressOffice’s made in connection with merger or sale of all or substantially all of the Customer’s assets or stock or to an Affiliate. If this Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the Parties’ intention and the remaining provisions will not be affected. Failure of PressOffice to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. This Agreement includes any schedules and exhibits attached hereto. Such documents encompass the entire agreement between the Customer and PressOffice with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral. This Agreement may only be altered, amended or modified by duly executed written instrument. All notices to be provided by PressOffice to the Customer under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or registered mail to the contact mailing address provided by Customer on any form; or (b) electronic mail to the electronic mail address provided for the Customer’s Account owner. The Customer must give notice to PressOffice in writing by (a) Courier or registered mail to the following address: PRESSOFFICE OÜ, Sepapaja tn 6, Tallinn,15551 Estonia, or (b) electronic mail to email@example.com.
- All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. The Customer may not assign this Agreement without the prior written consent of PressOffice. Subject to the foregoing, the Agreement shall be binding upon the parties and their respective administrators, successors and assigns.