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Thank you for your interest in being a Beta tester!
BY DOWNLOADING OR USING THE BETA PRODUCT, YOU AGREE TO THE TERMS OF THIS PRIVATE BETA AGREEMENT (“Agreement”).
If you do not agree to the terms of this Agreement, do not download or use the beta product.
This Agreement is between SpeedPact Inc. (SpeedPact) and you. You must be 18 years of age or older.
Recitals
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows:
1. Confidentiality
You agree to keep confidential and not disclose or discuss to any third party: a) The Beta Product, b) SpeedPact Materials, c) SpeedPact development or marketing plans that you learn about as part of your participation as tester, d) your participation in the Beta program, and e) verbal or written communications from SpeedPact employees, agents, contractors or other representatives regarding SpeedPact Materials and the Beta Product. The confidentiality requirements continue until all of the above become publicly known or you receive express written permission from SpeedPact.
2. No Conflicting Loyalty
You represent that neither you nor any household member is an employee or representative of any competitor of SpeedPact.
3. Feedback
You will provide prompt feedback to SpeedPact regarding the operation or use of SpeedPact Materials when it is requested. This may include filing online reports, participating in telephone interviews, maintaining a record of problems or errors, providing suggestions and ideas, and responding to written surveys or email homework that may be provided by SpeedPact. If an issue requires examination of the SpeedPact Materials provided by SpeedPact you will ship the equipment to SpeedPact within 48 hours of receiving the request, at SpeedPact’s sole expense. You acknowledge and agree that SpeedPact may use, disclose, reproduce, license, distribute and otherwise commercialize such feedback. You hereby grant to SpeedPact all required licenses in your feedback and the associated intellectual property rights to allow SpeedPact to carry out these rights.
4. Grant of License to Test
Subject to the terms and conditions of this Agreement, SpeedPact hereby grants You a personal, non-exclusive, non-transferable and revocable license to use the Beta Product at your home address. Your license will be valid only during the time that you are an active participant in any SpeedPact Beta Program solely for the purposes of testing and evaluating the Beta Product to assist SpeedPact in the completion of its development, and not for any commercial purpose or use. You agree not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which are provided to you hereunder.
5. DISCLAIMER OF WARRANTIES
You acknowledge and agree that: (a) the Beta Product is not complete in development and has not been commercially released for sale by SpeedPact; (b) the Beta Product may not be fully functional, and it is expected that it will contain errors, design flaws or other problems, including problems that may adversely impact the operation of your existing home network; (c) the Beta Product may not be reliable during the time you are participating as a tester in the SpeedPact Beta Program; (d) the Beta Product has not passed any required regulatory tests, including without limitation FCC, UL or other equivalent tests; (e) the Beta Product and its use may result in unexpected results, loss of data, electrical failures or other unpredictable damage or loss to you; (f) SpeedPact is under no obligation to release a commercial version of the Beta Product; (g) you have received the necessary consents and approvals from the owner(s) of any premises where the products will be used/tested in the manner requested by SpeedPact; and (h) SpeedPact has the right to unilaterally abandon development of the Beta Product at any time and without any obligation or liability to you or any third party. You further acknowledge that you have paid no consideration to SpeedPact for the Beta Product hereunder, and that THE BETA PRODUCT IS BEING SUPPLIED TO YOU “AS IS”. SPEEDPACT MAKES NO WARRANTIES REGARDING THE BETA PRODUCT, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
6. Ownership
You acknowledge and agree that SpeedPact and/or its suppliers own all right, title and interest in and to the Beta Product and in any and all intellectual property rights therein, including but not limited to any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights therein. You agree not to use SpeedPact’s trademarks or other business names for any purpose. You will not earn or acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of this Agreement or your performance under this Agreement. To the extent that SpeedPact provides you SpeedPact Materials or Beta Products, you agree that all SpeedPact Materials are and remain the sole and exclusive property of SpeedPact. You further agree, upon request of SpeedPact, to return any SpeedPact Materials at the end of the Beta test at SpeedPact’s expense. You agree to promptly disclose and hereby assign to SpeedPact any suggestions for change and/or improvement to the Beta Product and any related rights thereto and to assist SpeedPact, as reasonably requested by SpeedPact and at SpeedPact’s expense, in obtaining intellectual property protection relating to such suggestions as SpeedPact may reasonably direct.
7. Limitation of Liability
IN NO EVENT SHALL SPEEDPACT BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM INSTALLATION OR USE OF THE BETA PRODUCT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT.
8. Privacy
For purposes of this Beta test program, you agree to allow SpeedPact, its employees or agents to contact you using the personal contact information you have provided, such as your name, email, address, and telephone number. SpeedPact may store or share this personal contact information with SpeedPact employees, agents or authorized contractors in order to communicate with you. SpeedPact may use, collect, or store information generated from your testing and use of the SpeedPact products and materials being provided to you under this Agreement including voice data and recordings used to improve the overall voice command/ SpeedPact skill service (“Usage Data”). SpeedPact may disclose, share, redistribute, or publish such Usage Data. If you are outside of the United States, you understand and agree that personal contact information and Usage Data will be transferred to the United States and stored on servers in the United States, subject to laws applicable in the United States.
9. General Provisions
9.1 Termination. This Agreement will automatically expire at the end of your participation as a SpeedPact Beta Program tester unless terminated sooner in accordance with this Agreement, and in any case shall expire not more than five (5) years after the date of this Agreement. Either party may terminate this Agreement before the end of your participation in the SpeedPact Beta Program for any reason or no reason upon written notice to the other party. This Agreement will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations. Your breach of any of your obligations under the Agreement may result in your immediate removal from the SpeedPact Beta program(s). Upon request from SpeedPact, you will deliver to SpeedPact, or otherwise make available for pick-up by SpeedPact at your premises, the Beta Product and SpeedPact Materials and any other tangible SpeedPact property.
9.2 Miscellaneous. This Agreement may not be assigned by you without the prior written consent of SpeedPact, and any attempt to assign without such consent shall be null and void. You acknowledge that the Beta Product licensed hereunder is subject to the export control laws and regulations of the United States, and any amendments thereto. You warrant that you will comply in all respects with United States exports laws and regulations. This Agreement shall be governed by the laws of the State of New York, without reference to its conflict of law principles. You consent to the jurisdiction of the federal and state courts sitting in the State of New York. This Agreement constitutes the entire agreement between you and SpeedPact with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. You acknowledge that any breach of your obligations under this Agreement with respect to the proprietary rights of SpeedPact will cause SpeedPact irreparable injury for which there are inadequate remedies at law, and, therefore, SpeedPact will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity.
For inquiries or questions regarding this Agreement or the Beta Product, please email betacommunity@SpeedPact.com