Last Update July 3, 2020
Welcome to the Beta Tester Program. This page explains to the terms ("Terms") in which you ("Tester") take part in our pre-release program (“Beta Program”) to allow you to test and provide feedback on pre-release and potential future EVENPRIME products (collectively, the “Products”).
Now, therefore, in consideration of the premises, the mutual covenants and promises contained herein, and other good and valuable consideration received, EVENPRIME and Tester hereby agree as follows:
PRODUCTS AND USE
EVENPRIME will, at its expense, ship you Products for your review and use of the Products as contemplated herein. EVENPRIME hereby grants you the limited, revocable right and license to use the Products for the limited purpose of testing and evaluating the Products and to provide feedback to EVENPRIME.
Section 1 states all of Tester’s rights regarding the Products. You will not use the Products in any manner except as permitted in Section 1. For example, you will not: (a) distribute the Products to third parties, (b) grant sublicenses or otherwise authorize any third party to use the Products, (c) sell or offer for sale the Products; (d) use the Products to develop a product competitive with the Products; (e) modify, alter or create any derivative works of the Products; (f) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Products; or (g) use the Products in violation of law or for any unlawful purposes.
EVENPRIME owns all rights, including without limitation all intellectual property rights, in and to the Products, all Confidential Information (as defined below), and any other materials provided to you by EVENPRIME with the Products or under this Agreement (the “Materials”). If Tester provides any ideas, suggestions or recommendations to EVENPRIME regarding the Products, Materials or Confidential Information (“Feedback”), then EVENPRIME shall be free to retain, use and incorporate such Feedback in EVENPRIME’s sole discretion, without payment of royalties or other consideration to Tester
You agree not to disclose, and to take reasonable steps to prevent any unauthorized disclosure of, any Confidential Information. As used in this Agreement, “Confidential Information” means the Products, all Materials, and all nonpublic information relating to EVENPRIME, its business, plans, or strategies.
THE PRODUCTS AND MATERIALS ARE NON-COMMERCIAL PRE-RELEASE VERSIONS BEING MADE AVAILABLE TO YOU ONLY FOR THE AUTHORIZED PURPOSE HEREUNDER. THE PRODUCTS MAY NOT BE READY FOR COMMERCIAL RELEASE AND ARE PROVIDED “AS IS,” WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANTY OF ANY KIND. EVENPRIME DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS, IMPLIED, ARISING BY LAW OR OTHERWISE) REGARDING THE PRODUCTS, MATERIALS AND THEIR SUITABILITY FOR USE, INCLUDING ANY REPRESENTATIONS OR WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AND THAT THE PRODUCTS WILL BE SAFE AND SUITABLE FOR THEIR INTENDED PURPOSE. FURTHER, NONE OF THE PRODUCTS HAVE BEEN TESTED BY THE FDA AND/OR ANY OTHER REGULATORY OR TESTING BODY.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE THAT THE PRODUCTS ARE BETA PRODUCTS AND WILL NOT BE PRODUCTION READY. USE OF THE PRODUCTS IS AT YOUR OWN RISK. YOU AGREE THAT EVENPRIME WILL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, RELATING TO YOUR USE OF THE PRODUCTS AND/OR MATERIALS AS PROVIDED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. REGARDLESS, EVENPRIME’S MAXIMUM LIABILITY HEREUNDER SHALL BE LIMITED TO $100. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, SO THESE LIMITATIONS MAY NOT APPLY TO TESTER, IN WHICH CASE THE LIABILITY OF THE PARTIES WILL INSTEAD BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
TERM AND TERMINATION
The term shall commence on the Effective Date and shall continue thereafter until termination of the Beta Program as stated by EVENPRIME, unless earlier terminated as set forth in these Terms or extended by mutual agreement of the parties. Either party may terminate these Terms in writing (email sufficient) at any time, with or without cause. Upon termination, if requested by EVENPRIME, or upon EVENPRIMEs request, you shall immediately return, at EVENPRIME’s expense, all Confidential Information and Products. Notwithstanding anything to the contrary herein, the terms of Section 5, Section 6 and Section 9 shall remain in effect indefinitely after termination.
These Terms does not obligate EVENPRIME to proceed with development of the Products or to commercially release the Products. Further, the parties are independent contractors and not partners, agents or joint venturers with each other. Neither party will make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. This is not an exclusive agreement.
These Terms are the complete agreement between the parties regarding its subject matter, and supersedes all other previous agreements, written or oral. These TERMS and all performance under this Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles. In any dispute relating to these Terms, the parties hereto admit venue and submit themselves to the exclusive jurisdiction of the state or federal courts located in Los Angeles, California. Your remedies hereunder shall be limited to an action at law for damages, and you hereby waive your rights to injunctive or other equitable relief. If any part of these Terms are deemed unenforceable by a proper court, the unenforceable provision will be deemed modified to the minimum extent necessary to render it enforceable.