Effective date: July 24, 2018
PX Intelligence ("us", "we", or "our") operates the https://www.pxintelligence.com website (the "Service").
Beta Test Terms of Service
THE LEGAL AGREEMENTS SET OUT BELOW GOVERN YOUR PARTICIPATION IN BETA TESTING AND USE OF BETA PRODUCTS OR SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE BETA PRODUCTS OR SERVICES. YOU ACKNOWLEDGE THAT BY USE OF THE BETA PRODUCTS OR SERVICES, YOU AGREE TO ABIDE BY AND THEREFORE ARE BOUND BY THESE TERMS.
Review the terms and conditions for participation as a Beta Tester and use of px intelligence’s Beta Products or Services. These Terms and Conditions (“Terms”) apply to testing of Beta Products or Services including but not limited to software, services, websites, or other app offerings (“Beta”). Beta Products and Services are the property of px intelligence and its licensors.
These Terms of Service are a legally binding Agreement between you (“Tester”) and px intelligence (“Company”), governing the use of Beta Products and Services. By use of the Beta, you agree to abide by and are therefore bound by the Terms, together with all updates, additional terms, distribution licenses and all of px intelligence’s Terms, rules and policies that collectively constitute the Agreement. If you do not agree to these Terms or do not have full power and authority to enter into this Agreement, do not use the Beta.
These Beta Test Terms of Service (“TOS”) govern the disclosure of information by px intelligence (“Company”) to the users of this site, and the use of Company’s beta service offering. By using this website, the user agrees to the terms listed herein.
Subject to the terms and conditions of this Agreement, Company grants Tester a nonexclusive, nontransferable license to use the Company service (“Service”) for a period designated by the Company for the purpose of testing and evaluating the Service.
Company shall provide Tester with access to the Beta and any necessary documentation and instruct Tester on how to use it and what test data is desired by Company. Upon satisfactory completion of the testing, Company shall furnish Tester with an expedited release, as appropriate of the production version of Beta, contingent upon Company’s decision to proceed with production of Beta.
Tester shall test Beta and provide and keep Company aware of the test results. Tester shall use Beta under normally expected operating conditions in Tester’s environment during the test period unless otherwise instructed by the Company. Tester shall gather and report test data as agreed upon with Company.
The Tester agrees that it will at all times will hold in strict confidence and not disclose Confidential Information (as defined below) to any third party except as approved in writing by the Company and will use the Confidential Information for no purpose other than evaluating the Service. The Tester shall only permit access to Confidential Information to those of its employees having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. “Confidential Information” means all non-public materials and information provided or made available by Company to Tester, including products and services, information regarding technology, know-how, processes, software programs, research, development, financial information and information the Company provides regarding third parties.
Tester shall take reasonable security precautions to prevent Beta from being seen by unauthorized individuals when stored on Tester’s computers, platforms or devices. Tester shall take reasonable care to protect Beta and all associated documentation in a secure location such as a locked office, desk or file cabinet when not in use.
The Tester’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when the Tester can document that: (a) it was in the public domain at the time it was communicated to the Tester; (b) it entered the public domain subsequent to the time it was communicated to the Tester through no fault of the Tester; (c) it was in the Tester’s possession free of any obligation of confidence at the time it was communicated to the Tester; (d) it was rightfully communicated to the Tester free of any obligation of confidence subsequent to the time it was communicated to the Tester; or (e) it was developed by employees or agents of the Tester who had no access to any information communicated to the Tester. After Tester’s evaluation of the Service is complete, or upon request of the Company, the Tester shall promptly return to the Company all documents, notes and other tangible materials and return or certify the destruction of all electronic documents, notes, software, data, and other materials in electronic form representing the Confidential Information and all copies thereof.
Betas are proprietary to, and a valuable trade secret of, Company. It is entrusted to Tester only for the purpose set forth in this Agreement. Tester shall maintain Beta in the strictest confidence. Tester will not, without Company’s prior written consent:
(a) disclose any information about Beta including but not limited to, its design and performance specifications, its code, and the existence of the beta test and its results to anyone other than Tester’s employees who are performing the testing and who shall be subject to nondisclosure restrictions at least as protective as those set forth in this Agreement;
(b) copy any portion of Beta or documentation, except to the extent necessary to perform beta testing; or
(c) reverse engineer, decompile or disassemble Beta or any portion of it.
The Tester agrees that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right. The Tester shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information or the Service. The Tester will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information or the Service.
This Service is a beta release offering and is not at the level of performance of a commercially available product offering. The Service may not operate correctly and may be substantially modified prior to first commercial release, or at Company’s option may not be released commercially in the future. THE SERVICE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY COMPANY, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE REMAINS WITH TESTER.
Company shall not be responsible for any loss or damage to Tester or any third parties caused by Beta. COMPANY AND ITS LICENSORS SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $50.00 OR THE AMOUNT TESTER ACTUALLY PAID COMPANY UNDER THIS AGREEMENT (IF ANY).
The Tester’s obligations under this Agreement shall survive any termination of this agreement. This Agreement shall be governed by and construed in accordance with the laws of Michigan. The parties waive any other venue to which either party might be entitled by domicile or otherwise. The Tester hereby agrees that breach of this Agreement will cause Company irreparable damage for which recovery of damages would be inadequate, and that the Company shall therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. The Tester will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.