Beta Test - Terms & Conditions
These BETA TEST terms and conditions (“the T&C”) set forth the terms and conditions of a Beta Test agreement are entered into between TAHITI ROBOTICS, company registered under the laws of French Polynesia under the number TPI 17 70 B (C 29671), located PK 14,500, côté mer, servitude Goussaud, pointe des Pêcheurs, Punaauia, Tahiti, French Polynesia (“the Company”) and you (“You”), as a Beta Test end user. You cannot agree to these T&C if You are a direct or indirect competitor of the Company.
These T&C’s purpose is to allow You to use the Company software products identified herebelow (“the Software”), in compliance with the terms and conditions of the license set forth in Section 2 (“the License”), for a limited period of time (“the Beta Test Period”). In exchange, You commit to provide the Company with a full evaluation feedback about its use, including the features and functionality of the Software, as defined in Section 3 (“the Feedback”).
The Software includes:
By clicking to agree, or installing, or using all or any portion of the Software, You accept all of the terms and conditions of these T&C. You agree that these T&C are enforceable like any written agreement signed by You.
For the purposes of these T&C, the Company will provide You with the Software and the documentation related to, which could be a printed or an online written reference material in conjunction with the Software, including in particular instructions, beta testing guidelines and end user guides (“the Documentation”).
2. LIMITED LICENSE
Subject to the terms and conditions of these T&C, the Company grants to You, for the duration of the Beta Test Period, a limited non-exclusive, non-transferable, revocable License (i) to use the Software in accordance with the Documentation, solely for the purposes of internal testing and evaluation; (ii) to use the Documentation provided with the Software in support of Your authorized use of the Software and (iii) to copy the Software for archival or backup purposes, provided that all titles, trademarks, copyrights and restricted rights notices are reproduced on such copies and that all copies are completely deleted at the end of the Beta Test Period.
Nothing in this limited License permits You:
- to modify the Software;
- to use the Software for commercial purposes; or
- to sublicense the License to any third party without prior written consent of the Company.
You shall not use the Software (including any libraries) with any copyleft open source software or code, such as software or code licensed under the General Public License, which could compromise or interfere in any way with the Company’s property rights in or to the Software (including any libraries) or require the Company to disclose any source code.
3. EVALUATION FEEDBACK
The purpose of this limited License is Your testing and evaluation of the Software. In furtherance of this purpose, You shall provide Feedback to the Company concerning the functionality and performance of the Software from time to time as reasonably requested by the Company, including, without limitation, potential errors, improvements, modifications, bug fixes, or enhancements.
Feedback and other information which is provided by You to the Company in connection with the Software or these T&C may be used by the Company to improve or enhance its products and, accordingly, You grant the Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback and information without restriction. You will not earn or acquire any rights or licenses in the Software or in any intellectual property rights of the Company on account of these T&C or from Your performance under these T&C, even if the Company incorporates some or all of Your Feedback into the Software.
You shall transmit weekly Feedback in electronic form, using the HITISoftware Help Center forum and online surveys.
You acknowledge that the Software is the Company’s property and contains confidential information and trade secrets of the Company. You will not use the Software or any Documentation provided therewith for any purpose other than Your internal testing and evaluation and the provision of Feedback to the Company.
You shall not copy or use the Software (including the Documentation) or disseminate Confidential Information, as defined below in Section 9, to any third party except as expressly permitted in these T&C. You will not, and will not permit any third party to, sublicense, rent, copy, modify, create derivative works of, translate, reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form any Software or accompanying Documentation. In no event shall You use the Software for Your product development or any other commercial purpose. The Software and all performance data and test results, including without limitation, benchmark test results (collectively “Performance Data”), relating to the Software are the Confidential Information of the Company and will be treated in accordance with the terms of Section 10 of these T&C. Accordingly, You will not publish or disclose to any third party any Performance Data relating to the Software.
5. PROPERTY RIGHTS
The Company shall own and retain all right, title and interest in and to the intellectual property rights in the Software and any derivative works thereof, subject only to the limited License expressly set forth in Section 2 hereof. You do not acquire any other rights, express or implied, in the Software. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO THE COMPANY.
6. No conflict of interest – exclusion of competitors
The Company expressly refuses to contract these T&C with any competitor of the Software. You therefore cannot agree to these T&C if Your goals are not to test and evaluate the Software but are to collect information for Your own needs or for a third-part competitor, in order to develop a competitive software to the Software.
You represent and warrant You have no business, professional, personal, or other interest, including, but not limited to, the representation of other clients, that would be direct or indirect competition to the Software and the Company in any manner or that would modify the causes of Your engagement to these T&C.
If any such actual or potential conflict arises under these T&C in application of this provision, You shall immediately inform the Company in writing and stop using the Software within 48 hours. You shall also comply with conditions of termination set forth in Section 9.
7. No support services
The Company will provide You with the Software via electronic delivery. You will be responsible for installing the Software. The Company may provide, in its sole discretion, reasonable assistance in connection with such installation.
Except the above, the Company is under no obligation to provide You with any services except as explicitly set forth in this Section and in particular to support the Software in any way or to provide any updates of the Software to You. In the event the Company, in its sole discretion, supplies any update to You, such update shall be deemed Software hereunder and shall be subject to the terms and conditions of these T&C.
8. Open source software
The terms and conditions of these T&C shall not apply to any open source software accompanying the Software. Any such open source software is provided under the terms of the open source license agreement or copyright notice accompanying such open source software.
9. Term and termination
Unless otherwise terminated as specified under these T&C, Your rights with respect to the Software will terminate these T&C upon the earlier of (a) the initial commercial release by the Company of a generally available version of the Software or (b) automatic expiration of the Beta Software based on the system date. Such automatic expiration will be implemented directly by the Company while providing to You the Software.
Within five days after termination, You will (i) return to the Company the Software and all copies thereof in the form provided by the Company or (ii) upon request by the Company destroy the Software and all copies thereof and certify in writing that it has been destroyed.
Either Party may terminate this agreement at any time for any reason or no reason by providing the other Party advance written notice thereof. The Company will immediately terminate these T&C and Your rights with respect to the Software without notice in the event of improper disclosure of the Software as specified under Section 9 (Confidentiality) below. Upon any expiration or termination of these T&C, the rights and licenses granted to You under these T&C shall immediately terminate and You will immediately cease using and will return to the Company or, at the Company’s request, destroy, the Software, the Documentation and all other elements in Your possession that are proprietary to the Company or contain the Company’s Confidential Information. The rights and obligations of the Parties set forth in Sections 4, 5, 8, 10, 11, 12 and 13 shall survive termination or expiration of these T&C for any reason.
“Confidential Information” shall mean all trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, hardware, schematics, planned product features, functionality, methodology, performance and software source documents relating to the Software and or the Documentation, and other information provided by the Company, whether disclosed orally, in writing, or by examination or inspection, other than information which You can demonstrate (i) was already known to You, other than under an obligation of confidentiality, at the time of disclosure; (ii) was generally available in the public domain at the time of disclosure to You; (iii) became generally available in the public domain after disclosure other than through any act or omission by You; (iv) was subsequently lawfully disclosed to You by a third party without any obligation of confidentiality; or (v) was independently developed by You without use of or reference to any information or materials disclosed by the Company or its suppliers. Confidential Information shall include without limitation the Software, Documentation, Performance Data, any updates, information relating to the Company products, product roadmaps, and other technical, business, financial and product development plans, forecasts and strategies.
You shall not use any Confidential Information for any purpose other than as expressly authorized under these T&C. In no event shall You use the Software or any Confidential Information to develop, manufacture, market, sell, or distribute any product or service. In no event shall You disclose any Confidential Information to any third party without the Company’s prior written consent.
11. Warranties disclaimer
THE SOFTWARE IS PROVIDED “AS-IS.”. IT IS UNDERSTOOD THAT THE SOFTWARE AND DOCUMENTATION MAY CONTENT ERRORS AND ARE PROVIDED FOR LIMITED TESTING AND FEEDBACK ONLY. THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE.
You acknowledge and agree that:
- the Software is not an official product and has not been commercially released for sale by the Company;
- the Software may not operate properly, be in final form or fully functional;
- the Software may contain errors, design flaws or other problems;
- it may not be possible to make the Software fully functional;
- the information obtained using the Software may not be accurate and may not accurately correspond to information extracted from any database or other source;
- use of the Software may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss;
- the Company is under no obligation to release a commercial version of the Software; and
- the Company has the right unilaterally to abandon development of the Software, at any time and without any obligation or liability to You.
You acknowledge and agree that You should not rely on the Software for any reason. You are solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Software. You will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Your use of the Software.
12. Limitation of Liability
EXCEPT AS OTHERWISE REQUIRED BY LAW, THE LIABILITY OF THE COMPANY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THESE T&C OR THE USE OF THE SOFTWARE, OR FOR ANY ERROR OR DEFECT IN THE SOFTWARE, OR FOR THE PROVISION OF TECHNICAL SUPPORT INSTALLATION OR OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED ANY FEES PAID TO THE COMPANY HEREUNDER. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
The limitations of liability set forth in these T&C reflect the allocation of risk negotiated and agreed to by both Parties. The Parties would not enter into these T&C without these limitations on its liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
13. General provisions
Governing Law. these T&C, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of French Polynesia. All such disputes shall be subject to the exclusive jurisdiction of the French Polynesia courts.
Assignment. You shall not assign these T&C or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of the Company. Subject to the foregoing, these T&C shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
Modification. These T&C are the entire agreement existing in between the parties relating to the subject matter hereof and all other terms are rejected. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of these T&C is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of these T&C shall remain in full force and effect.