Terms of Service
THIS BETA USER AGREEMENT (THIS “AGREEMENT”) GOVERNS YOUR ACCESS TO AND USE OF OUR BETA SERVICES AND BETA MATERIALS, AS SUCH TERMS ARE DEFINED HEREIN.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE BETA SERVICES.
You may not access the Beta Services if You: (a) are Our competitor, (b) work for one of Our competitors, or (c) work in the electronic gaming industry. In addition, You may not access the Beta Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.
This Agreement is subject to change from time to time. We will notify you of material changes to this Agreement. Continued use of the Beta Services following notice of such changes shall indicate Your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
This Agreement was last updated on April 26, 2016.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Beta User Agreement.
“Beta Materials” means any hardware, software, specifications or other technical documentation related to a specific Beta Service that may be provided to You by Us.
“Beta Period” means the period of time during which You and Your Users are authorized by Us to participate in a Beta Use, as more particularly described in Section 3.
“Beta Services” means certain features, technologies and services that are not generally commercially available. “Beta Services” exclude Non-Haste Applications.
“Beta Use” means the testing and evaluation of a specific Beta Service by You and certain of Our other customers or business partners.
“Beta Use Information” means all information relating to Your use, testing or evaluation of a Beta Service or any related Beta Materials, including all observations or information regarding the performance, features and functionality of a Beta Service or any related Beta Materials.
“Confidential Information” means all nonpublic information disclosed by Us, our Affiliates, or agents of any of the foregoing to You, your Affiliates, or the agents of any of the foregoing, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential or proprietary. Confidential Information includes, without limitation (a) nonpublic information relating to Our or Our Affiliates’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (b) third-party information that We or Our Affiliates are obligated to keep confidential, (c) Beta Materials, Beta Use Information, Feedback, or any other information about or involving (including the existence of) any of the Beta Uses or Beta Services, and (d) the nature, content and existence of this Agreement and any discussions or negotiations between You and Us. Confidential Information does not include any information that (i) is or becomes publicly available without breach of this Agreement, (ii) can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party, (iii) is received from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (iv) can be shown by documentation to have been independently developed by the receiving party without reference to any Confidential Information.
“Feedback” means all feedback, suggestions, and ideas that You provide to Us or Our Affiliates concerning improvements or enhancements to a Beta Service or any related Beta Materials.
“Non-Haste Applications” means web-based or offline software application that is provided by You or a third party and interoperates with one or more of the Beta Services.
“User” means an individual who is authorized by You to use one or more of the Beta Services and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, You, Your employees, consultants, contractors and agents.
“We,“ “Us” or “Our” means Thalonet, Inc., a Delaware corporation d/b/a Haste.
“You” or “Your” means the person accepting this Agreement, or, if applicable, the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
“Your Data” means electronic data and information submitted by or for You to the Beta Services or collected and processed by or for You using the Beta Services, excluding Non-Haste Applications.
- PARTICIPATION IN BETA USES
- We hereby grant to You a limited, personal, nonexclusive, non-transferable, revocable license to do the following during the Beta Period: (a) access and use the Beta Service solely for internal testing and evaluation purposes; and (b) use Beta Materials solely as necessary to access and use the Beta Services in the manner permitted by this Agreement. We do not guarantee that any Beta Service will ever be made generally available, or that any generally available version will contain the same or similar functionality as the version made available by Us during the Beta Use. We may discontinue Beta Services at any time in Our sole discretion. We are not obligated to provide any support or additional services with respect to the Beta Services.
- Beta Use Information and Feedback. In consideration of the rights granted in this Agreement, You hereby agree to provide Beta Use Information, when and in the form reasonably requested by Us. You hereby acknowledge and agree that We have a perpetual and irrevocable right to use, evaluate and otherwise exploit all Beta Use Information for Our own purposes. You agree not to use any Beta Use Information except for Your internal evaluation purposes. You hereby acknowledge and agree that We have a perpetual and irrevocable right to use and exploit all Feedback and may use the Feedback without accounting or compensation to You. You will not provide any Beta Use Information or Feedback unless You have all rights necessary to do so. You hereby assign to Us Your entire right, title and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any modifications or improvements to the Beta Services that You may propose or make during Your Beta Use, either alone or jointly with Us.
- Restrictions and Limitations. You hereby agree:
- that neither You nor any of your Users are a competitor of Ours and that neither You nor any of Your Users work for a competitor of Ours or in the electronic gaming industry;
- not to allow access to any Beta Service or Beta Materials by any third party other than Your Users who (i) have a need to use or access the Beta Service or Beta Materials in connection with Your internal evaluation activities and (ii) have executed written nondisclosure agreements obligating them to protect the confidentiality of the Beta Service and Beta Materials in accordance with the confidentiality provisions herein;
- not to use any Beta Service or Beta Materials in violation of any Policies;
- not to violate any usage limits for a Beta Service that We may communicate to You;
- not to export or allow access to any Beta Service or Beta Materials in any manner contrary to the export regulations of the United States;
- not to copy, modify, or reverse engineer the Beta Services or Beta Materials, make derivative works based upon the Beta Services or Beta Materials, or use the Beta Services or Beta Materials to develop any products;
- not to sell, license, rent, or transfer the Beta Services or Beta Materials to any third party; and
- not to otherwise access or use any Beta Service, or copy or use any Beta Materials, in any manner or for any purpose not expressly permitted by this Agreement.
We may modify the permitted use of or suspend Your access to any Beta Service at any time and for any reason. Beta Services also may be unavailable or their performance may be negatively affected by scheduled maintenance. No service levels or other uptime guarantees apply to the Beta Services. We will use reasonable efforts to notify You in advance of scheduled maintenance, but We are unable to provide advance notice of unscheduled or emergency maintenance.
- In order to use the Beta Services, You hereby agree, upon request, to:
- grant Us full and free access to the Beta Services used by You to allow Us to perform under this Agreement;
- TERM AND TERMINATION
- Beta Period and Term. Unless otherwise specified by Us, the Beta Period for each individual Beta Use will terminate upon the earlier to occur of (a) notice of termination pursuant to Section 3.2 below or (b) the release of a generally available version of the applicable Beta Service. The term of this Agreement will commence on the date You accept this Agreement and will continue until terminated pursuant to Section 3.2 (the “Term”).
- Either party may terminate a Beta Period, or this Agreement entirely, at any time for any reason upon written notice to the other party. Upon expiration or termination of any Beta Period, You will not have any further right to use the applicable Beta Service, and if We release a generally available version of the Beta Service, Your use of the generally available version will be subject to separate terms and conditions. Upon termination of this Agreement: (a) all rights and licenses granted to You in this Agreement will immediately terminate; (b) You will immediately return or, if instructed by Us, destroy all Beta Materials or any other confidential or proprietary information of Ours or Our Affiliates related to any Beta Service or this Agreement; and (c) Sections 2.2 and 4 through 8 will survive termination or expiration of this Agreement.
4.1 Use and Disclosure. You acknowledge that, in the course of using the Beta Services, You may obtain Confidential Information. You hereby agree, during the Term of this Agreement and during the five (5) year period following the end of the Term: (a) to use commercially reasonable efforts to protect the confidentiality of the Confidential Information, (b) not to use the Confidential Information except as expressly authorized by Us under this Agreement, and (c) not to use or disclose any Confidential Information to any third parties.
4.2 Publicity. Neither party will issue any press release or public statement regarding this Agreement or any Beta Use, Beta Service or Beta Materials unless the other party has approved in writing the time, form and content of the information to be disseminated to third parties or the public.
You hereby acknowledge and agree that the Beta Services are provided to You and Your Users for testing and evaluation purposes only and that We retain ownership of all right, title and interest to the Beta Services and Beta Materials, including all intellectual property rights therein and thereto (including without limitation, all patent rights, design rights, copyrights and trade secret rights).
THE BETA SERVICES AND BETA MATERIALS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, WE ARE PROVIDING THE BETA SERVICES AND BETA MATERIALS TO YOU “AS IS.” WE MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BETA SERVICES OR BETA MATERIALS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTWITHSTANDING ANY PUBLISHED MATERIALS THAT STATE OTHERWISE, WE DO NOT WARRANT THAT THE BETA SERVICES OR BETA MATERIALS WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.
- LIMITATION OF LIABILITY
We will have no liability for any harm or damage arising out of or in connection with a Beta Service OR ANY NON-HASTE APPLICATION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, THE BETA SERVICES OR THE BETA MATERIALS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE AGGREGATE LIABILITY OF US AND OUR AFFILIATES AND LICENSORS ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between You and Us. This Agreement governs the actions of Your representatives, officers, agents, employees and associated individuals. The terms of this Agreement shall be binding on the parties, permitte assigns, and all successors to the foregoing who take their rights hereunder. Neither party will assign, transfer or delegate its rights or obligations under this Agreement (in whole or in part) without the other party’s prior written consent except that We may assign and delegate this Agreement pursuant to a transfer of all or substantially all of Our business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment, transfer or delegation in violation of the foregoing shall be null and void. This Agreement shall be governed by the laws of the State of Georgia, without regard to its conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to this Agreement shall be the state or federal courts located in Fulton County, Georgia, USA. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement and all expressly referenced documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications, including any reseller or similar agreements previously executed by the parties. All notices, consents and approvals under this Agreement must be delivered in writing by courier, by email, or by certified or registered mail (postage prepaid and return receipt requested). Notices to You shall be sent to the relevant Beta Services system administrator designated by You when signing up for the applicable Beta Services. Notices to Us shall be sent to: Thalonet, Inc., 75 5th St. NW, Suite 2280, Atlanta, GA 30308; email: firstname.lastname@example.org.