Beta Products Terms
These Beta Products Terms (“Beta Terms”) apply to and govern Customer’s participation in any or all of Boostlingo’s public or private Beta Products (“Beta Program”). The Beta Terms form part of the Boostlingo Customer Terms of Service and are hereby incorporated therein.
Some terms used in these Beta Terms are defined in the Boostlingo Customer Terms of Service.
- ELIGIBILITY AND PARTICIPATION
1.1 Subject to Boostlingo’s prior approval, Customer may participate in the Beta Program upon request or by Boostlingo’s invitation. Customer must always meet the Boostlingo-determined eligibility criteria during the Term (as defined in Section 5 (MODIFICATION AND TERMINATION). Eligibility criteria includes, without limitation, that Customer is a customer in good standing with Boostlingo and has purchased any underlying Boostlingo services that are required to use the Beta Product. If Customer ceases to meet Boostlingo’s eligibility criteria, Boostlingo, in its sole discretion, may immediately terminate Customer’s participation in the Beta Program, Customer’s access to any Beta Product, or both.
1.2 Customer shall provide any information required by Boostlingo and, if required, create an account to use the Beta Product. Customer shall follow all instructions from Boostlingo in order to access, use, and create an account for the Beta Product. Customer shall provide and maintain current, complete, and accurate information as requested by Boostlingo. Customer shall be solely responsible for maintaining the confidentiality and security of any credentials, passwords, or account details associated with the Beta Product and shall not share or disclose such information to any third party. Customer shall notify Boostlingo immediately of any unauthorized access, use, or suspected breach of the account’s security. Boostlingo reserves the right to suspend or terminate Customer’s access to the Beta Product if any security concerns arise or if Customer fails to comply with the requirements contained herein.
2. Right to Use; License Grant.
2.1 Boostlingo grants Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free, limited license and right to access and use each Beta Product provided by Boostlingo to Customer, during the Term. Customer acknowledges and agrees that Customer’s rights under this Section 2 (Right to Use; License Grant) are granted at Boostlingo’s sole discretion and may be revoked, suspended, or modified by Boostlingo at any time without prior notice. The parties acknowledge and agree that these Beta Terms do not provide a commercial license, and Customer shall not use any Beta Product for commercial purposes, resale, competitive analysis, or any purpose other than the evaluation and testing of the Beta Product as authorized by Boostlingo.
2.2 Acceptable Use. Customer agrees to use the Beta Products in accordance with the Boostlingo Customer Terms of Service and all other applicable terms and conditions. Customer shall not, and shall not permit any of its Authorized Users, directly or indirectly, to: (a) copy, modify, or create derivative works of the Beta Products, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Beta Products; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any underlying technology of the Beta Products, in whole or in part (e.g., any source code, process, data set or database, management tool, development tool, server or hosting site, etc.); (d) knowingly or negligently use the Beta Products in a way that abuses, interferes with, or disrupts Boostlingo’s networks; (e) engage in activity that is illegal, fraudulent, false, or misleading; or (f) use the Beta Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
2.3 Ownership. Boostlingo reserves all rights, titles, and interests (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the Beta Products, platforms, technology, tools, documentation, performance data, and Feedback. Except for the limited rights and licenses expressly granted under these Beta Terms, nothing in these Beta Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Beta Product. Customer acknowledges and agrees that Customer shall not acquire any intellectual property rights or other rights under these Beta Terms or through Customer’s participation in the Beta Program.
3. As Is. Customer understands and acknowledges that the Beta Products are being provided on an “As Is” or “As Available” basis without any warranty of any kind. Boostlingo does not offer any service level agreement for Beta Products and Boostlingo is not obligated to provide any maintenance or technical support.
3.1 CUSTOMER AGREES THAT THE BETA PRODUCT: (A) IS NOT COMPLETE IN DEVELOPMENT AND HAS NOT BEEN COMMERCIALLY RELEASED FOR SALE BY BOOSTLINGO; (B) MAY NOT BE FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, DESIGN FLAWS, OR OTHER PROBLEMS, INCLUDING PROBLEMS THAT MAY ADVERSELY IMPACT THE OPERATION OF CUSTOMER’S INFRASTRUCTURE OR SERVICES PROVIDED BY BOOSTLINGO OR ANOTHER PARTY; (C) MAY NOT BE RELIABLE; (D) MAY NOT HAVE BEEN EVALUATED FOR REGULATORY COMPLIANCE AND MAY NOT MEET REQUIREMENTS FOR TRANSMITTING, STORING, CREATING, OR OTHERWISE PROCESSING ELECTRONIC PROTECTED HEALTH INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, PERSONAL INFORMATION, OR OTHER SENSITIVE OR CONFIDENTIAL INFORMATION; (E) WHEN USED, MAY RESULT IN UNEXPECTED RESULTS, LOSS OF CONTENT OR DATA, OR OTHER UNPREDICTABLE DAMAGE OR LOSS TO YOU.
3.2 Beta Product Fees. Boostlingo reserves the right, in its sole discretion, to offer Beta Products to Customer at no cost or to impose fees for access to and use of such products. Boostlingo may modify or introduce pricing for Beta Products at any time, with or without notice.
4. FEEDBACK
4.1 Beta Products Feedback. While taking part in the Beta Program, Customer may provide Feedback concerning the Beta Products. (“Feedback”). Boostlingo shall have the right to retain and use any such Feedback in current or future products or services without compensation to Customer. Customer hereby assigns to Boostlingo on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Boostlingo is free to use, without any attribution or compensation to any party, any ideas, know-how concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. Boostlingo is free to disclose any Feedback concerning the Beta Products on a non-confidential basis or otherwise to anyone.
4.2 Beta Products Monitoring. Customer agrees that Boostlingo may (i) analyze and monitor Customer’s participation in the Beta Program; (ii) record any data resulting from Customer’s participation in the Beta Program; and (iii) use such records for Boostlingo’s own internal business purposes.
5. MODIFICATION AND TERMINATION.
5.1 Beta Products Modification. Boostlingo reserves the right to modify, abandon, or impose any limitations on the use of any Beta Products, at any time in Boostlingo’s sole discretion, with or without notice, and without liability to Customer. Customer understands and agrees that if Customer uses the Beta Products after the date on which the modifications have occurred, Boostlingo will treat Customer’s continued use as acceptance of such modifications.
5.2 Termination. These Beta Terms will apply to Beta Products until the general release of the Beta Products to the public, or its discontinuation. Boostlingo may terminate, suspend, deny access to or limit Customer’s use of the Beta Products at any time in Boostlingo’s sole discretion, with or without cause or notice, and without liability to Customer.
5.3 Availability. Boostlingo may, in its sole discretion and at any time, choose to make the Beta Products generally available to the public and remove the Beta Products from the Beta Program. Prior to Boostlingo making the Beta Products generally available, Boostlingo makes no representation that the Beta Product will comply with any potentially applicable laws (including regulations) during the Beta Program. Customer acknowledges that (i) additional laws and regulations may apply to the Beta Products upon general release.Customer may be required to accept the Customer Terms of Service, pay for access to the generally available version of a Beta Product to enable continued use, or botCustomer acknowledges that participation is voluntary and for the sole purpose of assisting and benefiting Boostlingo in the advancement of the Beta Program and Beta Product. Customer acknowledges that (a) Boostlingo has not made any representations, promises, or guarantees that the Beta Product will ever be announced or made generally available or otherwise available to anyone, and (b) Boostlingo has no express or implied obligation to Customer to announce or make a Beta Product generally available or otherwise available.
5.4 Future Plans or Roadmap. Any future plans or roadmap information provided during the Beta Program is intended solely to outline general product direction, for informational purposes, and should not be relied on in making a purchasing decision and does not represent a commitment or legal obligation to deliver any material, code, or functionality. Any forward-looking indication of plans for products, including the development, release, and timing of any features or functionality, is preliminary and all future release dates are tentative and are subject to change without notice. Customer acknowledges that the Beta Products or the Beta Program may involve access to Confidential Information which could be or include material nonpublic information, and therefore, Customer shall not offer to sell, sell, or otherwise enter into any transaction in connection with Boostlingo stock to the extent Customer is aware of or in the possession of any of Boostlingo’s material nonpublic information.
6. DISCLAIMER OF WARRANTIES
6.1 CUSTOMER’S ACCESS TO, PARTICIPATION AND/OR USE OF THE BETA PRODUCTS IS AT CUSTOMER’S SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BOOSTLINGO DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BOOSTLINGO MAKES NO WARRANTY THAT ANY OF THE BETA PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS AND/OR THAT THE BETA PRODUCTS WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. BOOSTLINGO DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BETA PRODUCTS OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE BETA PRODUCTS. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE BETA PRODUCTS IS DONE AT CUSTOMER’S SOLE RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S 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 CUSTOMER FROM BOOSTLINGO OR THROUGH THE BETA PRODUCTS 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 CUSTOMER.
7. LIMITATION OF LIABILITY
7.1 IN NO EVENT SHALL BOOSTLINGO OR BOOSTLINGO’S AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY AND/OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE BETA PRODUCTS, WHETHER DIRECT OR INDIRECT. THIS INCLUDES, BUT IS NOT LIMITED TO (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 BOOSTLINGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BOOSTLINGO’S MAXIMUM LIABILITY HEREUNDER IS LIMITED TO $100.00. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE THIS LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
8. INDEMNIFICATION
8.1 Customer agrees to indemnify, defend, and hold harmless Boostlingo, Boostlingo’s affiliates and wholly owned subsidiaries, officers, directors, agents, and employees from and against any and all third party claims, liabilities, damages, losses, costs, and expenses arising out of or related to: (i) Customer’s breach of these Beta Terms, (ii) Customer’s access to or use of the Beta Products in a manner not authorized by the terms herein, or (iii) Customer’s violation of applicable laws, rules or regulations in connection with the Beta Products.
9. CONFIDENTIAL INFORMATION
9.1 Customer acknowledges and agrees that: (i) the Beta Products, including any Documentation, features, functionality, and all non-public information disclosed in connection with them, constitutes Confidential Information as defined in the Boostlingo Customer Terms of Service and requires Customer to keep such details strictly confidential, and (ii) any unauthorized disclosure, use, or release of such Confidential Information could cause significant harm to Boostlingo’s competitive position, business operations, and intellectual property interests. Customer shall take all necessary precautions to prevent unauthorized access, use, or disclosure of Confidential Information and shall promptly notify Boostlingo of any suspected or actual breach of this Section.
10. GENERAL
10.1 No Third-Party Rights or Remedies. These Beta Terms are solely between Boostlingo and Customer and do not create, confer, or grant any rights, benefits, or remedies to any third party, whether by law, contract, or otherwise.
10.2 Assignment; Successors and Assigns. Customer may not assign Customer’s rights or transfer any of Customer’s obligations under these Beta Terms without the express written consent of Boostlingo and such consent may be granted or withheld in Boostlingo’s sole discretion. Boostlingo may assign its rights or transfer any or all of its obligations under these Beta Terms at any time, without prior notice to Customer. Any purported assignment or transfer in violation of this section is null and void. These Beta Terms are binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.
10.3 Modification; Additional Terms. Boostlingo reserves the right to modify the terms and conditions of these Beta Terms from time to time, and Boostlingo will use commercially reasonable efforts to communicate any material change to Customer. Use of the Beta Products may require acceptance of new, modified, or additional terms of use from time-to-time by and through Customer, Customer’s administrator, or any other account owner. By continuing to use the Beta Products or participating in the Beta Program and not issuing a notice of termination of these Beta Terms, unless expressly prohibited by law, Customer agrees that such actions will be deemed acceptance of, and Customer’s agreement to be bound by, any such new, modified, or additional terms.
10.4 Entire Agreement; Conflicts. The parties intend for these Beta Terms to constitute the final agreement between the parties, and that it is the complete and exclusive expression of the parties’ agreement on the matters contained herein. All prior or contemporaneous writings, negotiations, and discussions between the parties with respect to its subject matter are expressly merged and superseded by these Beta Terms. In entering into these Beta Terms, neither party has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained herein. In the event of a conflict between these Beta Terms and any other agreement between the parties concerning the Beta Products or Boostlingo Customer Terms of Service , these Beta Terms shall prevail and govern with respect to the Beta Products. Customer acknowledges that no text or information set forth on any purchase order, preprinted form, or other document can add to or vary the terms and conditions contained herein.
10.5 Severability. If any provision of these Beta Terms is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be interpreted to fulfil its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Beta Terms will continue in full force and effect.
10.6 Survival. All sections of these Beta Terms which, by their nature should survive termination will survive termination, including, without limitation, sections pertaining to confidential information, any payment obligations, warranty disclaimers, indemnification, and the limitation on liability.
10.7 Governing Law; Forum Selection. The laws of the State of Delaware, U.S.A., regardless of conflict of laws principles, govern all matters arising out of or relating to these Beta Terms.
10.8 Ambiguity and Headings. The parties intend that any ambiguity in these Beta Terms shall be interpreted in a manner that best reflects their mutual intent.
Captions and headings in these Beta Terms are included for reference only and shall have no effect on the interpretation or enforcement of any provision herein.
