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ASKCODY BETA TERMS

SUPPLEMENTAL TERMS FOR ASKCODY BETA SERVICES

Thank you for participating in the AskCody Beta Program. These AskCody Beta Program Terms (“Terms”) apply to and govern your participation in any or all of public or private beta programs (“Beta Program) and use of AskCody’s Beta Services (“Beta Services”). In order to participate in a Beta Program or use Beta Services, you must agree to these terms.

Beta refers to all services that are not yet released to General Availability, and these may include Preview, Early Access etc. The naming of the services provided under these terms may change, but the Beta Terms are general terms governing this type of early access to not yet released products. 

We have provided abbreviated language to help you navigate some of the legalese below.

 

1. Introduction to terms for AskCody Beta Services

 

These supplemental terms of Beta Services are an agreement between you and AskCody, and supplement the AskCody Terms and Conditions, Service Level Agreement, Privacy Policy, and Data Processing Agreement (“Terms of Service”). If you do not agree to these supplemental terms, do not use the Beta Services provided therewith. All Beta Services in AskCody is clearly marked as a BETA.

Beta features and services may include previews, beta or other pre-release features, services, or software offered by AskCody for optional evaluation. Beta Services are licensed to you as part of your agreement with AskCody.

The AskCody Beta Program provides updates and new features in the form of preview programs. AskCody rolls out previews in phases to give invited customers and users the opportunity to evaluate and understand new features before it becomes part of the standard service offered by AskCody in General Availability for all Customers.

 

You acknowledge and agree that the Beta Service is recommended for internal use only and is designed for primary use in the development and testing of the service, prior to making the Service General Available to all. The Beta Service, by its nature, is provided to you as an alpha, beta, experimental, untested or not fully-tested version. You assume all risks associated with use of the Beta Services. The Beta Service may experience delays or failures of functionality, may be incomplete and may contain errors, defects, flaws, connectivity issues, bugs or other inaccuracies that could cause periods of downtime/unavailability, failures, and/or the disclosure, corruption and/or loss of data or information.

 

In an event of a conflict between the supplemental terms for Beta Programs and our general Terms of Service, these supplemental terms apply. Support as provided accordingly to the agreed Service Level Agreement is also not available in Beta Programs.

 

Data Processing and Use of Service: The AskCody Information Security Policies and Procedures apply to Beta Programs as those implemented for General Availability.

 

2. Eligibility and Participation



We only allow invited customers to participate in Beta and require that customers be in good standing (e.g. up to date billing, not currently in suspension), while having an active subscription, meaning a subscription has not been cancelled nor terminated.

The AskCody Terms of Service (Terms & Conditions, Service Level Agreement, Privacy Policy and Data Processing Agreement you have agreed to terms as a Customer) in addition to these terms applies to your use of AskCody Beta Services. That means that all agreements govern the Beta Services, so that Beta Services cannot be used without having fully accepted all other Terms of Service.

By agreeing to these terms for use of the AskCody Beta Services by an organization, you are agreeing on behalf of that organization. Therefore, you must have the authority to bind that organization to these terms, otherwise you must not sign up for the Beta Services, nor accept these terms.

You may participate in a Beta Program and use Beta Services only upon request and approval by AskCody (“us” “AskCody” “us” or “we’), and/ or by invitation from us. Only Customers in good standing may participate in a Beta Program and use Beta Services, subject to the AskCody Terms of Service (the “Terms of Service”) and must remain so for the duration of these Terms. The AskCody Terms of Service (including the AskCody Terms & Conditions, Service Level Agreement, Privacy Policy and Data Processing Agreement) are incorporated by reference and will control for any provisions not addressed in these Terms. The Terms of Service continue to apply with regard to your use of the AskCody Services, participation in a Beta Program, and use of any Beta Services. In the event that you are no longer a customer of AskCody, your participation in the Beta Program and your use of all Beta Services will be terminated.

 

3. Beta Services


Beta Services may range from wholly new product line or modules, to changes to existing product features. By accepting these Beta Terms, we’re giving you a license to use the Beta Services.

The Beta Services may be a separate, stand-alone service, accessible apart from the currently available AskCody Services (as defined in the Terms of Service) or may be a feature or functionality for existing AskCody Services. A description of the Beta Service may be provided prior to or at the time you use a Beta Service, or if we make changes to the Beta Service. By agreeing to and complying with these Terms we grant you a non-exclusive, revocable, non-transferable, limited license to use the Beta Services.

 

4. The Beta Services Are as Is


Beta features by their very nature are meant for testing, which means that they may not work as expected, may have errors, or may cause unintended behavior.

You understand that we’re not responsible for any issues or problems caused by the Beta Service. We have no obligation to provide any kind of support for the Beta Services

 By accepting these Terms or using the Beta Services, you understand and acknowledge that the Beta Services are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis.

 

The Beta Services may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Services.

 

5. Feedback


We need your feedback to understand how to improve Beta Services. By participating in our Beta Programs, you agree to provide us feedback, and any feedback you provide belongs to AskCody.

If we publish your feedback about the Beta, we’ll be sure to either not identify you, or will contact you to get your permission to use your name.

The Beta Services are made available to you for the purposes of evaluation and feedback without any compensation or reimbursement of any kind from AskCody. You acknowledge the importance of communication between you and AskCody during your use of the Beta Services and agree to receive related correspondence and updates from us. In the event you request to opt out from such communications, your participation in the Beta Program will be terminated, and your use of the applicable Beta Services will likewise be discontinued.

 As part of using the Beta Services, you will be asked to provide feedback regarding your use of the Beta Services. You acknowledge that AskCody owns any feedback provided, and you hereby grant to us, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any of our products or services at any time at our sole discretion. If we chose to publish such feedback, we will either do so in a way that does not identify you or seek your consent in the event we do wish to identify you.

We may also monitor how you use the Beta Services and use that information to improve the Beta Services or our other products and services.

 

6. Intellectual Property


AskCody owns all of the intellectual property involved with the Beta Services.

 You are not permitted to reverse engineer or attempt to decipher any code except in situations as permitted by us.

You agree that we own all legal rights, title and interest in and to the Beta Program and the Beta Services, including all intellectual property rights, and except for the license provided herein, no other rights or permissions to any of the AskCody Services is granted.

Nothing herein gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Beta Services and/or any other aspect of AskCody technology, except as permitted by us.

 

7. Term and Termination


You can end this agreement by simply stopping use of the Beta Services and notifying AskCody of your intention to no longer participate in the applicable Beta Program.

These terms will remain in effect for as long as you use the Beta Services. Either party may terminate these Terms before the end of your participation in the applicable Beta Program for any reason or no reason upon written notice to the other party. Upon termination, you will cease using the Beta Services.

These Terms will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations. Your breach of any of your obligations under the Agreement may result in your immediate termination from use of other Beta Services, or participation in any other Beta Programs.

 

8. Disclaimer of Warranties


We disclaim all warranties regarding the Beta Program and Beta Services. You acknowledge that using the Beta Services is at your own risk.

 

YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE BETA SERVICES ARE PROVIDED BY ASKCODY ON AN “AS IS” BASIS AND AS AVAILABLE, AND YOUR ACCESS TO, PARTICIPATION AND/OR USE OF THE ASKCODY BETA PROGRAM OR BETA SERVICES, IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ASKCODY EXPRESSLY DISCLAIMS ALL AND YOU RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ASKCODY MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES ASKCODY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ASKCODY OR THROUGH THE BETA SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

 

9. Limitation of Liability and Indemnification


AskCody and its affiliates shall not be liable to you for certain types of damages and any damages.

 

IN NO EVENT SHALL ASKCODY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT ASKCODY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW.

 

10. Indemnification


You will indemnify us for your breach of these Terms, your use of the Beta Services, and your violations of laws. AskCody is not agreeing to indemnify you as part of your use of the Beta Services or participation in a Beta Program.

You agree to hold harmless and indemnify AskCody, our affiliates and subsidiaries, officers, directors, agents, and employees from and against any third party claim arising from or in any way related to (i) your breach of the Terms, (ii) your use of the Beta Services and/or your participation in the Beta Program(s), or (iii) your violation of applicable laws, rules or regulations in connection with the Services.

 

11. Confidential Information


It’s extremely important that you not reveal the existence of the Beta Program or Beta Services to unauthorized people, and as such you are required to treat your participation as confidential. Sharing information about Beta Services will cause harm to us, and you acknowledge that such harm will occur if you fail to keep the Beta Services confidential.

 

You acknowledge and agree that: (i) the Beta Program and Beta Services constitute Confidential Information as defined in the Terms of Service (ii) you acknowledge that the successful market launch of commercial versions of the Beta Services requires you to keep all AskCody data and information discussed and/or made available through or contained in Beta Program, including, without limitation, the Beta Services strictly confidential; (iii) the premature release of any of the Confidential Information would damage AskCody’s competitive and intellectual property interests; and (iv) and information about the Beta Services shall not be shared with anyone other than other authorized users of the Beta Services, which may include users in your AskCody Account

 

12. General


Changes to Terms

We reserve the right to make changes to these terms regarding Beta Services from time to time and AskCody may not notify you. You understand and agree that if you use the Beta Services after the date on which the Terms have changed, we will treat your use as acceptance of the updated Terms.

 

Compliance with Laws

It is expected that both you and AskCody will comply with laws and regulations that apply to the Beta Services.

 

Both parties agree to comply with all applicable local, state, national, and foreign laws, rules, and regulations, including, but not limited to, all applicable import and export laws and regulations governing use, transmission and/or communication of content, in connection with their performance, participation, access and/or use of the Beta Services or Beta Program.