Beta Agreement

Posted: February 16, 2018

This Guru Beta Agreement (“Agreement”) governs access to this beta version of a product offering by Guru Technologies, Inc. (“Guru”) to Company and Company’s rights of use in the Guru Beta Service (“Beta Service”).

Upon accessing this beta version, the parties agree as follows:

1. Company is granted a nonexclusive, nontransferable, revocable license to use the Beta Service solely for Company’s internal evaluation and testing during the term of the Guru beta program.
2. Company agrees that it will hold in strict confidence and not disclose the Confidential Information (defined below) of Guru to any third party except as pre-approved in writing by Guru and will use the confidential information for no purpose other than Company’s internal evaluation and testing of the beta version. “Confidential Information” means all features, functions and other elements of the Beta Service and all related materials, information, documentation, technology and methodologies provided by Guru to the Company as part of the Beta Service.
3. The Company understands that neither the Beta Service, nor any portion thereof, shall be construed as an add-on or upgrade of features to any existing product or service covered by any agreements between Guru and Company. Guru may elect to make the Beta Service available as a new offering or as part of a current product or service in the future, but makes no commitment that the Beta Service will be released commercially in any form. If it elects to do so, the Beta Service would be offered, under separate ordering document, for an additional charge, to be determined by Guru in the future.
4. Guru may add to, modify, change, or remove any and all elements of the Beta Service at any time, in its sole discretion, and may terminate this Agreement for any reason upon written notice.
5. This Beta Service is a beta release offering and is not at the level of performance of a commercially available product offering. COMPANY RECOGNIZES AND AGREES THAT THE BETA SERVICE IS MADE AVAILABLE ON AN“AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND COMPANY AGREES THAT, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, GURU SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND IN CONNECTION WITH COMPANY’S USE OF THIS BETA SERVICE.
6. Company acknowledges and agrees that, as between the parties, Guru owns all right, title, and interest in and to: (a) the Beta Service and all related materials, information and documentation, including all intellectual property rights therein and all modifications and derivatives thereof; and (b) any and all feedback, suggestions, and ideas provided by Company regarding the Beta Service (by way of example, Guru may incorporate any such feedback, suggestion or idea into subsequent versions of the Beta Service or into a new Guru product offering without any obligation or compensation to Company). Company shall not use the Beta Service or any Confidential Information for the benefit of any third party and may not disassemble, decompile, reverse engineer or modify the Beta Service, nor may it upload or transmit any unlawful, infringing or inappropriate content to or through the Beta Service nor seek to use the Beta Service in a manner that impairs the security or operation thereof.
7. Company agrees that in exchange for an early use of the Beta Service, in good faith, Company will provide to Guru a public quote about the Guru Service and will provide periodic feedback, observations and comments regarding the Beta Service as reasonably requested by Guru. In addition, Guru may use Company’s name, logo, and quote in promotional materials for its purposes, upon written consent from Company, which consent shall not be unreasonably withheld.
8. Upon termination or expiration of this Agreement, Company shall promptly cease use of the Beta Service and return any materials and other property of Guru. The Company’s obligations of confidentiality under this Agreement, along with the intellectual property ownership terms and warranty and liability disclaimers, shall survive any termination of this Agreement.
9. The Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws. This Agreement sets forth the entire agreement, and all of the promises and understandings, between the parties with respect to the subject matter hereof and supersedes any others.