BETA User Agreement
PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THE HODOS ANALYTIX BETA SOFTWARE AS A SERVICE PROGRAM AGREEMENT (“AGREEMENT”) CAREFULLY. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “ACCEPT” BUTTON. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “DECLINE” BUTTON AND YOU WILL BE INELIGIBLE TO PARTICIPATE IN THE HODOS ANALYTIX BETA SOFTWARE AS A SERVICE PROGRAM.
HODOS ANALYTIX BETA SOFTWARE PROGRAM AGREEMENT HODOS ltd.
1: Participation in the Hodos Analytix Beta SAAS, Software As A Service, Program.
The purpose of the Hodos Analytix Beta SAAS Program (“Beta Program”) is to make alpha, beta, seed, and other pre-release software, pre-release services, and related documentation, materials, and information (collectively, the “Pre-Release Software”) available to Beta Program participants from time to time for the purpose of providing Hodos Analytix with feedback on the quality and usability of the Pre-Release Software. You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and Hodos Analytix. You understand that your participation in the Beta Program does not obligate Hodos Analytix to provide you with any Pre-Release Software. Hodos Analytix reserves the right to modify the terms, conditions, and policies of this Beta Program from time to time, and to revoke your participation in this Beta Program at any time. If Hodos Analytix makes changes to the terms and conditions of this Agreement, then Hodos Analytix will present such revised terms and conditions to you on the Beta Program web portal. By participating in the Beta Program, You certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to join the Beta Program.
This Agreement is void where prohibited by law and the right to become a Beta Program participant is not granted in such jurisdictions. Unless otherwise agreed or permitted by Hodos Analytix in writing, you cannot share or transfer any software or other materials you receive from Hodos Analytix in connection with being a Beta Program participant. The Hodos Analytix ID and password you use to login as a Beta Program participant cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your Hodos Analytix ID and password and for any activity in connection with your account. Notwithstanding the foregoing restrictions in this Section 1, if you are the parent or legal guardian of individuals between the ages of 16 and the legal age of majority in the jurisdiction in which you reside, you may NOT allow such individuals to share your Hodos Analytix and password for their use in connection with the Beta Program solely under your supervision and only in accordance with this Agreement. You are responsible for such individuals’ compliance with and violations of this Agreement and any other Hodos agreements.
2: Access to Pre-Release Software; Seeding Tools; and Additional Terms.
From time to time, Hodos Analytix, at its option, may also provide you with software or services as part of the Beta Program, including but not limited to scripts, code snippets, utilities, configuration profiles, sample code, troubleshooting applications and bug submission tools (“Seeding Tools”) as part of your participation in the Beta Program. All use of such Pre-Release Software and Seeding Tools shall be pursuant to the terms and conditions of this Agreement and/or another license agreement accompanying such Pre-Release Software or Seeding Tools (collectively, “Pre-Release Software” and “Seeding Tools” shall be referred to as “Hodos Analytix Software” for purposes of this Agreement). If the Hodos Analytix Software is accompanied by a separate license agreement, you agree that the license agreement accompanying such Hodos Analytix Software, in addition to Sections 5 and 6 of this Agreement, shall govern your use of the Hodos Analytix Software. Any inconsistencies between the provisions of the license agreement accompanying the Hodos Analytix Software and Sections 5 and 6 of this Agreement shall be governed by this Agreement. If there is no license agreement accompanying the Hodos Analytix Software, your use of the Hodos Analytix Software will be subject to the provisions of this Agreement.
3: License Grant and Restrictions.
Subject to your compliance with this Agreement, Hodos Analytix hereby grants you a personal, limited license to use the Hodos Analytix Software solely for testing and evaluation purposes and only in connection with this Beta Program. Except as otherwise permitted under Section 15, this license does not grant you the right to use the Hodos Analytix Software for any other purpose, or to disclose, reproduce, distribute, modify or create derivative works of the Hodos Analytix Software. You agree not to decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of any Hodos Analytix Software (except as and only to the extent the foregoing restrictions are prohibited by applicable law, or to the extent as may be permitted by licensing terms governing the use of open sourced components included with any such Hodos Analytix Software). Unless otherwise permitted under Section 15 below, you certify that the Hodos Analytix Software will only be used for testing and evaluation purposes in connection with the Beta Program, and will not be rented, sold, leased, sublicensed, assigned, distributed or otherwise transferred. HODOS Ltd retains ownership of all Hodos Analytix Software, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Hodos Ltd intellectual property.
4: Feedback; Contact from HODOS Ltd.
As part of the SAAS Beta Program, Hodos Ltd will provide you with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports and/or support information (collectively, “Feedback”) to Hodos Ltd. Hodos may request this information from you through the Seeding Tools as well as by email, web questionnaires, bug forms, and other mechanisms. By agreeing to this Agreement, you agree that Hodos may contact you from time to time about the Beta Program, and you hereby consent to receive such communications. Except as otherwise set forth in Section 8, you agree that in the absence of a separate written agreement to the contrary, Hodos will be free to use any Feedback you provide for any purpose.
5: Definition of Confidential Information.
You agree that the Pre-Release Software and any information concerning the Pre-Release Software (including its nature and existence, features, functionality, and screenshots), the Seeding Tools, and any other information disclosed by Hodos to you in connection with the Beta Program will be considered and referred to in this Agreement as “Confidential Information.” Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of yours, (b) is generally made available to the public by Hodos, (c) is independently developed by you without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (e) any third party software and/or documentation provided to you by Hodos and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement. All Confidential Information remains the sole property of Hodos and you have no implied licenses or other rights in the Confidential Information not specified in this Agreement.
6. Nonuse and Nondisclosure of Confidential Information.
Except as expressly permitted in this Section 6, you agree that you will not disclose, publish, or otherwise disseminate any Confidential Information to anyone other than individuals who are enrolled in the same individual seed as you, or as otherwise expressly permitted or agreed to in writing by Hodos. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the Hodos Analytix Software to third parties. You agree to use the Confidential Information solely for the permitted uses as set forth in this Agreement. You agree not to use Confidential Information otherwise for your own or any third party’s benefit without the prior written approval of an authorized representative of Hodos in each instance. You hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Hodos that may be difficult to ascertain. Accordingly, you agree that Hodos will have the right to seek immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
7: Precautions for the use of Pre-Release Software.
You understand that Pre-Release Software may contain errors or inaccuracies that could cause misleading results or faulty information. The Pre-Release Software is not intended for use, and should not be used, in production or business critical systems.
8: Consent to Collection and Use of Data.
8.1 Pre-Release Versions of Hodos Analytix.
In order to test and help Hodos, its partners, and third party developers improve their products and services, and unless you opt out as set forth below, you acknowledge that Hodos Ltd and its subsidiaries and agents will be collecting, using, storing, processing and analyzing (collectively, “Collecting”) diagnostic, technical, and usage logs and information from your computers that are running such pre-release versions of as part of this Beta Program. This information will be Collected in a form that does not personally identify you and may be Collected from such computers at any time. The information that would be Collected includes, but is not limited to, general diagnostic and usage data, various unique system or hardware identifiers. Further, you agree that Hodos Ltd may share such diagnostic, technical, and usage logs and information with partners and third party developers for purposes of allowing them to improve their products and services that operate on or in connection with Hodos Ltd products. By using pre-release versions of Hodos Analytix, you acknowledge and agree that Hodos Ltd and its subsidiaries and agents have your permission to Collect all such information and use it as set forth above.
9: No Support and Maintenance; Future Products.
During your participation in the Beta Program or in a particular seed, Hodos is not obligated to provide you with any maintenance, technical or other support for the Pre-Release Software. If, at Hodos’ option, such support is provided, it will be provided in addition to your normal warranty coverage for your computer and/or device. You agree to abide by any support rules and policies that Hodos provides to you in order to receive such support. You acknowledge that Hodos has no express or implied obligation to announce or make available a commercial version of the Pre-Release Software to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Pre-Release Software licensed hereunder.
10: Discussion Forums.
As part of the Beta Program, you may have the ability to participate in discussion forums provided by Hodos about the PreRelease Software and other Confidential Information that Hodos may make available to you. For purposes of such discussion forums, Hodos is providing a limited exception to Section 6 by allowing you to discuss certain Hodos Confidential Information received by you in connection with a particular seed with other seed participants who are in the same seed as you in the Hodos designated discussion forum for such seed, and only within this discussion forum. Except for the limited purpose of discussions with other seed participants within such forums, you acknowledge and agree that this Agreement does not grant you the right to copy, reproduce, publish, blog, disclose, transmit, or otherwise disseminate any Hodos Confidential Information.
11: No Warranty.
The Hodos Software provided hereunder may be designated as alpha, beta, development, pre-release, untested, or not fully tested versions. The Hodos SAAS may be incomplete and may contain errors or inaccuracies that could cause failures, corruption and/or loss of data or information. You expressly acknowledge and agree that, to the extent permitted by applicable law, all use of the Hodos SAAS is at your sole risk and that the entire risk as to satisfactory quality, performance accuracy and effort is with you. HODOS IS PROVIDING ALL CONFIDENTIAL INFORMATION, INCLUDING THE PRERELEASE SOFTWARE AND SEEDING TOOLS, TO YOU SOLELY ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge that Hodos has not publicly announced the availability of the Pre-Release Software, that Hodos has not promised or guaranteed to you that such Pre-Release Software will be announced or made available to anyone in the future, and that Hodos has no express or implied obligation to you to announce or introduce the Pre-Release Software or any similar or compatible product, or to continue to offer access to the Pre-Release Software in the future.
12: Disclaimer of Liability.
YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH TESTING, INSTALLATION, OR USE OF THE PRERELEASE SOFTWARE AND SEEDING TOOLS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE PRE-RELEASE SOFTWARE ON YOUR COMPUTER, DEVICES AND/OR PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL HODOS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE PRE-RELEASE SOFTWARE ON YOUR COMPUTER, DEVICES AND/OR ANY PERIPHERALS CONNECTED THERETO, AND/OR FROM ANY OTHER CONFIDENTIAL INFORMATION, AND/OR HODOS’ PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF HODOS HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HODOS TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF TWENTY DOLLARS ($20.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13: Term and Termination.
This Agreement will continue in effect until terminated in accordance with this Section 13. You may terminate this Agreement or an individual seeding project at any time, for any reason, but only by returning or destroying any Confidential Information that is in your possession or control. Hodos may terminate this Agreement or an individual seeding project at any time, with or without cause, immediately upon written notice to you, and may terminate this Agreement immediately for any breach of the confidentiality provisions set forth herein. Within three (3) days of your receipt of Hodos’s termination notice, or earlier if requested by Hodos, you will cease all use of, and/or destroy all other Confidential Information as provided in this Section.
14: No Export.
By using the Hodos SAAS, you agree that you will not use the Hodos SAAS for any purposes prohibited by United Kingdom law, and will not be rented, sold, leased, sublicensed, assigned, or otherwise transferred. Further, you certify that you will not transfer or export any product, process or service that is a direct product of this Hodos SAAS.
15: Third Party Software & Information.
16: No Waiver or Assignment.
No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Hodos, and no single waiver will constitute a continuing or subsequent waiver. This Agreement may not be assigned by you in whole or in part. Any contrary assignment shall be null and void.
17: Governing Law.
This Agreement will be governed by and construed in accordance with the laws of the United Kingdom, as applied to agreements entered into and to be performed entirely within the United Kingdom. If you are employed by an international, intergovernmental organization that has been conferred immunity from the jurisdiction of national courts through your intergovernmental charter or agreement, then any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The place of arbitration shall be London, England; the language shall be English; and the number of arbitrators shall be three. Upon Hodos request, you agree to provide evidence of your status as an intergovernmental organization with such privileges and immunities. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, including any appendices made effective pursuant to this Agreement and any additional licenses accompanying the Hodos Software, constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. Except as expressly set forth herein, any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern, to the extent not prohibited by local law in your jurisdiction.