Beta Terms of Service
Last Updated: 8/16/2021
These Terms of Service (“Terms”) apply to and govern Customer participation if Customer is granted access to a beta version of an Arx City, Inc. (“Arx”) product, or uses an Arx product on any other free-of-charge basis including any related support services to the extent provided by Arx in its sole discretion (collectively, “Beta Services”). In order to use the Beta Services, you must agree to these terms.
Customer may use the Beta Services solely upon request and approval by Arx, or by invitation from Arx.
If Customer is granted access to Beta Services, Arx makes such Beta Services available to Customer until the earlier of: (i) the end of the Beta testing period as communicated by Arx; (ii) the start date of any purchased version of such SaaS products; or (iii) written notice of termination from Arx (“Beta Services Period”).
4. Access and Use
Arx grants Customer, during the Beta Services Period, a non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Beta Services solely for Customer’s evaluation purposes, and not for any business or productive purposes, unless otherwise authorized by Arx in writing, for the Beta Services Period.
Customer acknowledges that the Beta Services are pre-release, have not been tested, and may contain defects, bugs, or errors that could result in the permanent loss or corruption of any data entered by Customer into the Beta Services. CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH USE OF THE BETA SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF CUSTOMER DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION, OR DATA. Customer is advised to use caution and not rely in any way on the correct functioning or performance of the Beta Services, including any calculations present as part of the Beta Services, or any accompanying materials. There is no guarantee that features or functions of the Beta Services will be available, or if available will be the same, in a general release version of Arx products and Customer should review any Arx product’s features and functions before making a purchase.
6. Confidential Information
The Parties acknowledge that either Party (“Disclosing Party”) may disclose certain valuable confidential and proprietary information to the other (“Recipient”). “Confidential Information” means all information provided by the Disclosing Party to the Recipient Party concerning the Disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors,trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the Disclosing Party at the time of disclosure. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient's or its Representatives' breach of this Agreement; (b) is obtained by Recipient or its Representatives on anon-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Recipient establishes by documentary evidence, was in Recipient's or its Representatives' possession prior to Disclosing Party's disclosure hereunder; or (d) Recipient establishes by documentary evidence, was or is independently developed by Recipient or its Representatives without using any Confidential Information.
The Recipient may only use the disclosing Party’s Confidential Information to fulfill the purposes of these Terms. The Recipient will protect the Disclosing Party’s Confidential Information by using at least the same degree of care as the Recipient uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to its (and its Affiliates) employees,advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein.
CUSTOMER ACKNOWLEDGES THAT THE BETA SERVICES CONSTITUTE CONFIDENTIAL INFORMATION.
7. Intellectual Property
Customer agrees that Arx owns all legal rights, title, and interest in the Beta Services, including all intellectual property rights, and except for the license provided herein, no other rights or permissions to any other services provided by Arx is granted. Nothing in this agreement shall give Customer a right to use Arx’s trade names, logos, service marks, trademarks, or domain names. Except to the limited extent applicable laws specifically prohibit such restriction, Customer shall not (directly or indirectly) modify, reverse engineer, decompile, attempt to derive the source code or underlying ideas or algorithms for any part of the Beta Services, attempt to recreate the Beta Services, or use the Beta Services for any competitive purpose. Customer shall not create, translate, or otherwise prepare derivative works based on the Beta Services or any accompanying documentation. Customer shall not conduct automated queries (including screen and database scraping, crawlers, spiders, robots, scrapers, or any other any other automated activity in order to obtain information from the Beta Services) on the Beta Services.
The Beta Services are made available to Customer for the purposes of evaluation and feedback without any compensation or reimbursement of any kind from Arx. In consideration of the rights granted herein, Customer will be asked to provide periodic feedback regarding use of the Beta Services, including but not limited to, errors, potential enhancements, and potential changes. Customer acknowledges that Arx owns all right, title, and interest to such feedback. If for any reason it should become necessary, Customer grants a perpetual, non-revocable, royalty-free worldwide license to use or incorporate such feedback into any of our products or services at any time at our sole discretion. Arx will not publish Customer feedback in a manner that identifies Customer, without Customer consent. Customer acknowledges that Arx may also monitor Customer’s interactions with the Beta Services and use the gathered information to improve the Beta Services or other products and services.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, ARX PROVIDES THE BETA SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, ARX DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ARX DISCLAIMS ANY WARRANTY THAT THE BETA SERVICES WILL BE FREE FROM ERROR, THAT ERRORS WILL BE CORRECTED,AND THAT ACCESS TO THE BETA SERVICES WILL BE UNINTERRUPTED. CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH ITS USE OF THE BETA SERVICES.CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN CASE OF ANY DISSATISFACTION OR ARX’S BREACH OF THE AGREEMENT IS TERMINATION OF THE BETA SERVICES.
10. Limitation of Liability
IN NO EVENT SHALL ARX OR ITS AFFILIATES, OFFICERS,DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE FOR ANY INDIRECT, SPECIAL,CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (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, NEGLIGENCE, VIOLATION OF STATUTE,OR OTHERWISE, AND WHETHER OR NOT ARX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF ARX ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $50.
Customer agrees to hold harmless and indemnify Arx, its affiliates, officers, directors, agents, and employees from and against any third-party claim arising from or in any way related to (i) Customer’s breach of the Terms; (ii) Customer’s use of the Beta Services; (iii) Customer’s violation of applicable laws, rules, or regulations in connection with the Beta Services.
Publicity. Arx may request a testimonial or case study from Customer related to Customer’s use of the Beta Services.
Compliance With Laws. Both Arx and Customer agree to comply with all applicable local, state, national, and foreign laws, rules, and regulations in connection with the performance, participation, access, or use of the Beta Services.
Changes. Arx may make changes to these Terms from time to time and may or may not notify Customer in such an event. Customer acknowledges and agrees that use of the Beta Services after the date on which the Terms of Service have changed will constitute acceptance of the updated Terms of Service.