FIRST-ACCESS AND BETA PREVIEW TERMS AND CONDITIONS
These First Access and Beta Terms and Conditions (“First Access Terms”) are entered into by and between BrandOps.io, Inc. (“BrandOps”) and the entity or person agreeing to access a Preview (“Customer”), and are effective as of the date of the Customer’s acceptance of these First Access Terms (for example, by signing an Order Form that incorporates these First Access terms, or by accessing a Preview that references these First Access Terms) (“Program Effective Date”). These First Access Terms are entered into subject to, and incorporate by this reference, the terms of any active Order Form(s), Master Subscription Agreement, or Terms of Service, each as may be amended by the parties, and any exhibits or addenda thereto, previously entered into between BrandOps and Customer (collectively, the “Agreement”). To the extent these First Access Terms conflict with the terms of the Agreement, these First Access Terms shall govern.
If you are accessing or using a Preview on behalf of your company, you represent that you are authorized to accept these First Access Terms on behalf of your company, and all references to “you” or “Customer” reference your company.
- Definitions. Capitalized terms not defined in these First Access Terms have the meanings set forth in the Agreement.
- Description of the BrandOps First Access Program. The BrandOps First Access Program is an invitation-only program to permit current BrandOps Customers to access, test, and use preview, beta, or other pre-release features, services, or products offered by BrandOps (“Previews”) in order for BrandOps to obtain feedback and information from Customer (“First Access Program”). Throughout the Program Term (defined below), BrandOps may make available Previews for Customer to access and use subject to these First Access Terms.
- Right to Access and Use Previews. Subject to the Agreement, the Documentation, and these First Access Terms, during the Program Term Customer’s Permitted Users may access and use the Previews offered by BrandOps as part of the First Access Program for Customer’s internal business operations. Customer’s access to and use of Previews will at all times be subject to the terms of the Agreement, including Customer’s obligations with respect to Customer Data under the Agreement. BrandOps has no obligation to make Previews available for general release, and may discontinue Customer’s access to or use of Previews at any time, for any reason, or no reason at all.
- Ownership. BrandOps retains all right, title and interest (including intellectual property rights) in Previews and all related products and services, including any modifications, derivative works or improvements BrandOps may develop based on Feedback or otherwise. BrandOps may freely use any analytics, learnings or Usage Data resulting from use of the Previews.
- Customer Data and Usage Data. In conjunction with Customer’s participation in the First Access Program and use of Previews, and notwithstanding anything to the contrary in the Agreement, BrandOps may collect, use, store, process and analyze Usage Data and Customer Data for BrandOps’ internal business purposes, including for benchmarking, analyzing, and improving Previews. Customer hereby grants BrandOps the non-exclusive right to access and use Customer Data for the foregoing purposes.
- Program Participation and Feedback. During the Program Term, BrandOps may request Customer to participate in reasonable surveys, focus groups, or other feedback processes, and Customer will provide assistance and make Customer’s representatives available to participate in such reasonable activities. To the extent Customer submits comments, questions, suggestions or other feedback relating to the Previews or any other BrandOps product or service (“Feedback”), BrandOps may freely use or exploit Feedback in connection with any of its current or future products or services.
- Disclaimer; Limitations of Liability. Notwithstanding anything to the contrary in the Agreement, Previews are provided “AS IS”. BrandOps has no warranty, support, storage or availability obligations, and disclaims all warranties of any kind, including merchantability, fitness for a particular purpose, title and non-infringement. BrandOps makes no promises that it will offer any future version of Previews or make Previews generally available. BrandOps has no liability for any direct, indirect, consequential, exemplary, punitive or other liability, whether in contract, tort or other legal theory. If these limitations of liability are not enforceable at law, BrandOps’ entire liability will be limited to one hundred dollars ($100). These disclaimers and limitations are an essential element of the agreement between Customer and BrandOps, without which BrandOps could not offer Previews under its First Access Program.
- Program Term. These First Access Terms will commence on the Program Effective Date, and will continue unless and until terminated by a party (“Program Term”).
- Termination. Either party may terminate these First Access Terms at any time on notice to the other (email sufficient). At any time, BrandOps may also modify or suspend access to the Previews. As the Previews evolve, BrandOps may also modify these terms, in which case Customer must agree to the modifications to continue participating in the First Access Program. At BrandOps’ request or upon termination, Customer must cease using all Previews. BrandOps’ rights survive termination of these First Access Terms.
- General. These First Access Terms are the entire agreement between the parties related to their subject matter. The term “including” means including without limitation. Customer may not assign or transfer its rights or obligations to anyone else. BrandOps may freely assign these terms and its rights. Breach of these terms may cause BrandOps irreparable harm for which monetary damages are insufficient, so upon any breach or threatened breach, BrandOps may seek appropriate equitable relief without posting a bond, in addition to other available remedies. These terms are governed by the laws of the State of Texas and the United States without regard to their conflicts of laws provisions.