BETA SERVICE AGREEMENT — TERMS OF SERVICE
IMPORTANT – READ THIS CAREFULLY BEFORE ACCESSING AND USING THE SERVICES AND INSTALLING OR USING THESE PROPRIETARY PRODUCTS.
THIS SPOTRIGHT BETA SERVICES AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN SPOTRIGHT, LLC (“SPOTRIGHT”) AND THE BUSINESS ENTITY ON WHOSE BEHALF YOU (“YOU”) ARE ACTING (“BETA USER”) AS THE USER OF THE SPOTRIGHT SERVICES (DEFINED BELOW).
YOU AGREE THAT YOU ARE AN EMPLOYEE OR AGENT OF BETA USER AND ARE ENTERING INTO THIS AGREEMENT TO USE THE SERVICES BY BETA USER FOR BETA USER’S OWN BUSINESS PURPOSES. YOU HEREBY AGREE THAT YOU ENTER INTO THIS AGREEMENT ON BEHALF OF BETA USER AND THAT YOU HAVE THE AUTHORITY TO BIND BETA USER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
SPOTRIGHT IS WILLING TO ALLOW BETA USER TO ACCESS TO THE SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. IF YOU AGREE TO THE TERMS OF THIS AGREEMENT, SELECT THE “I AGREE”, “I ACCEPT”, OR “YES” BUTTON BENEATH THIS AGREEMENT TO COMPLETE YOUR ACCESS TO THE SERVICES. BY INSTALLING, DOWNLOADING, CONFIGURING, ACCESSING, OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND THIS AGREEMENT, AND THAT BETA USER AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, SPOTRIGHT IS UNWILLING TO ALLOW BETA USER TO ACCESS OR USE THE SERVICES, DO NOT COMPLETE THE ACCESS PROCESS, ACCESS OR OTHERWISE USE THE SERVIES, AND SELECT THE “I DO NOT AGREE”, “I DO NOT ACCEPT”, OR “NO” BUTTON BENEATH THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, BETA USER SHOULD IMMEDIATELY CEASE ANY USE OF THE SERVICES.
1. Beta Services. SpotRight has developed a method of finding, categorizing, and ranking social media influencers accessible via the Internet and other platforms (the “Services”), and is in the process of beta testing the Services by way of one or more tests (the “Beta Tests”) by providing access to the Services. Beta User desires to use the Services and agrees to become, on a volunteer basis, a beta user for the Beta Tests in accordance with this agreement and as requested by SpotRight. SpotRight is willing to provide, within the protection of a confidential relationship, access to the Services to Beta User solely for testing and evaluating the Services during the Testing Period set forth below. In consideration of the foregoing and the mutual covenants set forth below, the parties hereby agree as follows:
2. Service Agreement; Restrictions. Subject to the terms of this agreement, SpotRight grants to Beta User use of the Services for a period of time to be determined by SpotRight in its sole discretion (the “Test Period”) for evaluation purposes only.
3. Access and Restrictions.
- 3.1 License. Subject to the terms and conditions of this agreement, SpotRight grants to Beta User, during the Test Period, a limited, non-exclusive, non-transferable personal right to access and use any software provided or made available to Beta User in connection with the Services (“Software”) solely for Beta Users evaluation purposes in connection with the Services.
- 3.2 Restrictions. Except as expressly permitted herein, Beta User shall not copy, reproduce, display, perform, modify or make derivative works of the Software, including without limitation any included documentation. Beta User shall not market, sell, license, sublicense, lease, distribute, act as a service bureau, rent, loan or otherwise transfer the Software. Beta User shall not decompile, disassemble or otherwise reverse engineer, the Software or any portion thereof, or otherwise attempt to derive the source code or other trade secrets embodied in the Software. Beta User agrees to comply with all local, state and federal laws governing Beta User’s use of the Services and Software, including without limitation, U.S. copyright laws. Beta User agrees to accept any search term restrictions or scope of search results limitations Spot Influence may require.
4. Ownership. As between the parties, (a) the Services, Software, Information and any and all documentation or other information relating to the Services or to the implementation, marketing, promotion, distribution or sale of the Services, (b) any Feedback provided under Section 5 below and (c) any modifications, improvements, additions, or other alterations to the foregoing (collectively, “Proprietary Information”) and all worldwide intellectual property rights and proprietary rights relating thereto or embodied therein, are the exclusive property of SpotRight. SpotRight reserves all rights in and to the Proprietary Information not expressly granted to Beta User in Sections 2 and 3, and no other licenses or rights are granted by implication, estoppel or otherwise.
5. Feedback. Beta User may provide SpotRight with feedback regarding any information from Beta User’s customers concerning their use and appraisals of the Services (“Feedback”). Beta User agrees that SpotRight has the right to use, in any manner and for any purpose, any information gained from the Beta User program including, but not be limited to, the Feedback and changes, modifications and corrections to the Services based on such Feedback. To protect Beta User’s confidential information, SpotRight will not identify by Beta User name any searches conducted or Feedback used without Beta Users permission.
6. No Support. Although SpotRight may elect to provide certain support and assistance to Beta User, SpotRight has no obligation under this agreement to correct any bugs, defects, errors, lapses in service, or to otherwise support or maintain the Services. The Services are provided “AS IS”.
7. No Storage. Although SpotRight may elect to store or retain certain searches or search terms for Beta User, SpotRight has no obligation under this agreement to do so. Beta User acknowledges and agrees that SpotRight may wipe any and all data at any time. Beta User also acknowledges and agrees that SpotRight may wipe Beta Users account at the time of the full product launch.
8. Warranty Disclaimer. THE PARTIES ACKNOWLEDGE THAT THE SERVICES AND SOFTWARE ARE EXPERIMENTAL IN NATURE AND THAT THE SERVICES AND SOFTWARE ARE MADE AVAILABLE “AS IS” WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. SPOTRIGHT DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICES AND SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OF COURSE OF PERFORMANCE.
9. Limitation of Remedies and Damages. SPOTRIGHT SHALL NOT BE RESPONSIBLE OR LIABLE TO BETA USER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES, LOSS OF DATA, OR LOSS OF PROFITS. SPOTRIGHT’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
10. Termination. This agreement may be terminated by SpotRight for any reason or no reason upon notice to Beta User, and in any case will terminate upon termination of the Test Period (unless extended in writing by both parties). Upon the expiration or any termination of this agreement, the license granted to Beta User will terminate and Beta User, at its expense, will promptly return all Software and Information used in the Services and all Proprietary Information in its possession to SpotRight. Upon Termination, Spot Influence may wipe Beta Users account clean. SectionsÂ 3.2, 4 and 8 through 12 shall survive any termination of this agreement.
- 11.1 Confidential Information. “Information” means information that is disclosed by a party (“Discloser”) to the other party (“Recipient”), or to which Recipient has access, in connection with this agreement. Information may be disclosed in written or other tangible form (including on magnetic media) or by oral, visual or other means. Information includes, without limitation, the terms of this agreement.
- 11.2 Protection of Information. Recipient will not use any Information of Discloser for any purpose not expressly permitted by the agreement, and will disclose the Information of Discloser only to the employees or contractors of Recipient who have a need to know such Information for purposes of the agreement and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. Recipient will protect Discloser’s Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
- 11.3 Exceptions. Recipient’s obligations under Section 11.2 with respect to any Information of Discloser will terminate if such information: (a) was already known to Recipient at the time of disclosure by Discloser; (b) was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) was independently developed by Recipient without access to, or use of, Discloser’s Information. In addition, Recipient will be allowed to disclose Information of Discloser to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that Recipient notifies Discloser of such required disclosure promptly and in writing and cooperates with Discloser, at Discloser’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
12. Miscellaneous. Neither the rights nor the obligations arising under this agreement are assignable or transferable by Beta User, and any such attempted assignment or transfer shall be void and without effect. This agreement will become effective only upon its execution by both Spot Influence and Beta User and it shall be governed by and construed in accordance with the laws of the State of Colorado without regard to its conflicts of law provisions. Each party shall bear all expenses that it may incur in connection with this agreement. This agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled.