Beta Participation Agreement
Please read the beta participation agreement carefully. It contains the terms and conditions under which SysCloud, Inc. will make available the beta version of its products to you.
Preamble - Beta participation agreement
The terms and conditions of sale, set forth herein (“Agreement”), shall apply to all beta versions of the products made available (the “Products”) by SysCloud, Inc., a Delaware corporation (“SysCloud” or the “Company”) to you (the “Licensee”) and shall constitute an agreement between SysCloud and you (the “Agreement”). These Terms and Conditions are a binding agreement between SysCloud and you. SysCloud and you are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party.”
Assent to be bound
By checking or tapping the "I accept the terms..." during account creation or otherwise using the Products, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree with any term or condition, do NOT install or use the Software. Contact SysCloud to arrange to be removed from the beta testing program at no charge to Licensee.
Disclaimer
The beta version of the Products licensed hereunder may contain defects and a primary purpose of this beta testing license, for which no fees have been charged or are due from Licensee, is to obtain feedback on software performance and the identification of defects. Licensee is advised to safeguard important data, to use caution, and not to rely in any way on the correct functioning or performance of the software and/or accompanying materials.
Feedback from Licensee
It is expressly understood, acknowledged and agreed that Licensee shall, regardless of whether or not formally requested to do, provide to SysCloud reasonable suggestions, comments and feedback regarding the Products, including but not limited to usability and bug reports (collectively, "Feedback"). Contingent upon all of the terms and conditions herein and especially upon Licensee's obligations to provide Feedback, Licensee grants SysCloud, under all of Licensee's intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any SysCloud Products; (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any SysCloud Products; (iii) solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into SysCloud Products. Further, Licensee warrants that Licensee's Feedback is not subject to any license terms that would purport to require SysCloud to comply with any additional obligations with respect to any SysCloud Products that incorporate any Feedback.
Grant of license and restrictions
Subject to the terms and conditions of this Agreement, SysCloud grants to Licensee a non-exclusive, non-transferable license (without the right to sublicense) to use the Products solely for purposes of testing and evaluation.
Except as otherwise specifically permitted in this Agreement, Licensee may not: (a) Modify or create any derivative works of any Products or documentation, including translation or localization ; (b) Copy the Products; (c) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Products; (d) Redistribute, encumber, sell, rent, lease, sublicense, use the Products in a timesharing or service bureau arrangement, or otherwise transfer rights to any other entity; (e) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Products; (f) Capture and publish any screenshots of the Product’s user interface, user workflow or any other graphical user interface assets online, to the public or a third party without prior written consent from SysCloud; (g) Publish any results of benchmark tests run on any Products to a third party; (h) access or use the Products to create a product that is similar to and/or competitive with the Products.
Beta Products - support
SysCloud is under no obligation to provide technical support under the terms of this Agreement and provides no assurance that any specific errors or discrepancies in the Products will be corrected.
Confidentiality policy
Licensee will not disclose details of the Products or any Feedback provided regarding Products to any third party without the prior written approval of SysCloud. Licensee will maintain the confidentiality of Products with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. Licensee will not be liable for the disclosure of any Confidential Information which is: (a) in the public domain other than by a breach of this Agreement on Licensee's part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to Licensee without any limitation on use or disclosure prior to its receipt from SysCloud; or (d) independently developed by Licensee's employees; or(e) generally made available to third parties by SysCloud without restriction on disclosure.
Service period
Licensee's rights with respect to the Beta Products will terminate upon the earlier of (a) the initial commercial release by SysCloud of a generally available version of the Software or (b) 30-days from the date of creating an account on SysCloud Products to access the beta version of the Products.
Limitation on liability
YOU AGREE THAT SYSCLOUD WILL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE BETA VERSION OF THE PRODUCTS, EVEN IF SYSCLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US RELATED TO ANY OF THE SERVICES WILL BE TERMINATION OF SUCH SERVICE AND SYSCLOUD WILL NOT BE LIABLE FOR ANY PAYMENT FOR ANY REASON, DIRECT OR INDIRECT.
Indemnification
You agree to indemnify SysCloud, our parents, subsidiaries, affiliates, officers, directors, co-branders, partners, employees, consultants and agents from all third-party claims, liabilities, losses, costs, resulting from: Your backup data, use of the site or services, and violation of these terms of use.
Changes to beta Products
SysCloud may, at its discretion, change the features of its beta Products. You agree that SysCloud shall not be liable for any loss arising from such changes.
Changes to the beta participation agreement
SysCloud may, at its discretion, change the Agreement by publishing at the site. You acknowledge and agree that you will review and if you disagree with the changes, you will terminate your SysCloud Products account immediately. If you continue your service, you agree to the changes to the Agreement.
Electronic communications
By choosing to use the beta Products, you agree to receive communications from SysCloud in an electronic form and that all communication provided to you electronically will satisfy all legal requirements as such as if it were in writing. If you want to discontinue communications from SysCloud, you must contact us at incident@syscloud.com.
Miscellaneous
- This Agreement shall be binding upon, and inure to the benefit of SysCloud and you, their legal representatives, successors and assigns. However, no assignment shall be made of the rights hereunder without the prior written consent of the other Party.
- This Agreement embodies and constitutes the entire understanding between the Parties with respect to the transactions contemplated herein. All prior or contemporaneous agreements, understandings, representations, oral or written, are superseded by this agreement unless explicitly included as an attachment.
- Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged, or terminated.
- All notices that are required to be given hereunder will be deemed to have been properly given and will be effective when and if sent by U.S. regular mail, postage prepaid, U.S. certified mail, electronic mail, and/or by personal delivery or by courier, to the address of the other Party.
- Except as otherwise provided for in this section, SysCloud and you agree that any and all controversies or claims arising out of or relating to this agreement, or any alleged breach thereof, shall be resolved by binding arbitration as prescribed herein. A single arbitrator engaged in the practice of law shall conduct the arbitration under the current rules of the American Arbitration Association (“AAA”), unless otherwise provided herein. The arbitrator shall be selected in accordance with AAA procedures from a list of qualified people maintained by AAA. The arbitration shall be conducted in the city of San Jose, California, and all expedited procedures prescribed under the AAA rules shall apply. There shall be no discovery other than the exchange of information, which is provided to the arbitrators by the Parties. The arbitrator shall only have authority to award compensatory damages and shall not have authority to award punitive damages, other non-compensatory damages or any other form of relief. Each Party shall bear its own costs and attorneys’ fees and disbursements. The arbitrator’s decision and award shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
- The provisions of this Agreement are for the benefit only of the Parties, and no third party may seek to enforce or benefit from these provisions.
- If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.
