BETA AGREEMENT

This is a legal contract (“Terms”) between you and Griddable Inc. (“we”, “us”, “our”) for a beta evaluation of our Griddable.io SaaS software (“Beta”). If you do not agree to these Terms, do not use the Service. By using the Beta, you represent and warrant that are you at least 18 years of age and IF YOU ARE ENTERING THESE TERMS FOR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THESE TERMS.
  1. Beta. Subject to the terms and conditions contained herein, you may use the Service for the sole purpose of internally evaluating the Beta in a non-production environment (“Use Right”). You have no rights to modify, distribute or otherwise disclose or make available the Beta under this Agreement. You will not use the Beta except as permitted by law and these Terms. You may not: (i) use the Beta in a way that in our sole discretion could damage, disable, overburden or interfere with any other use of it; (ii) obtain or attempt to obtain any data or materials except as intentionally made available through the Beta; (iii) use automated means to access or gather information from the Beta; (iv) reverse engineer the Beta or circumvent its security measures; (v) use false or misleading information in connection with your account; or (vi) introduce malicious code into the Beta.
  2. Ownership of Service and Feedback. We retain all rights, title and interest in the Beta. You agree to provide reasonable feedback regarding the Beta to us, including but not limited to usability, bug reports and test results, during the term of this agreement (any and/or all, “Feedback”). You hereby assign us all right, title and interest you may have in Feedback. All Feedback is our CI (as defined below).
  3. Your Data. You hereby grant us a non-exclusive, worldwide license to use, reproduce, modify, create derivative works of, display, perform and transmit any data you submit to us or the Beta (“Your Data”) in connection with: (i) your use of the Beta and for our obligations hereunder; (ii) improving our products and services; and (iii) as may be required by law or legal process. We may not share or transmit Your Data to any third party without your consent unless it is de-identified and anonymized, except as required by law and to our service providers and contractors. You represent that Your Data is not subject to third party rights unless you own those rights or have sufficient permission from their owner to grant the above license and that license and its exercise will not violate any contract or law. You are solely responsible for Your Data.
  4. Term and Termination. These Terms start on the day you first access the Beta and end seven (7) days later, unless earlier terminated pursuant to this Section. You can terminate these Terms by sending us written notice (“Notice”, “Notify”). We can terminate immediately for any cause or no cause. On expiration or termination any reason, (a) you will no longer access the Beta; and (b) all Terms except the Use Right will survive.
  5. Confidentiality. You agree that the Beta, our communications to you in connection with it and your Feedback are confidential to us, whether or not marked as confidential (“CI”). You agree to protect the confidentiality of the CI as you would similar information of yours including by: (a) not giving, sharing or allowing anyone else to access it; (b) Notifying us promptly about any suspected possession, use or knowledge of any CI other as permitted by these Terms; and (c) not using the CI except as set forth herein. For clarity, “CI” does not include information that: (a) you rightfully possessed before you got it from us; (b) you developed without reference to our CI; (c) was later given to you by someone not restricted from disclosing it to you; or (d) is or becomes public without your act or fault. Unauthorized use, transfer or dissemination of any CI may irreparably harm us, so if you breach this Section 5, we will, without limitation, be entitled to equitable and injunctive relief in any court of competent jurisdiction.
  6. Disclaimer of Warranty. THE BETA IS “AS IS” WITHOUT WARRANTY OF ANY KIND AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU UNDERSTAND THAT A BETA BY DEFINITION WILL CONTAIN BUGS AND ERRORS AND THAT THE BETA IS SOLELY INTENDED TO DOCUMENT SUCH BUGS AND ERRORS.
  7. Limitations on Liability; Indemnity. OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED FIVE DOLLARS ($5). IN NO EVENT SHALL WE BE LIABLE FOR LOSS OF DATA, PROFITS OR USE OF THE PRODUCTS, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE BETA. You agree to indemnify and hold us harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, (any of the foregoing, a “Claim”) relating to your use or misuse of the Beta, Your Data, breach of this Agreement or any law, or infringement, misappropriation or violation of the rights of any other party except to the extent the Claim arises from our willful misconduct or gross negligence. At our expense we can assume exclusive defense and control of any Claim and you agree to cooperate with our defense.
Miscellaneous. A waiver of any provision of these Terms will only be valid in writing and will only apply to the waived incident. Failure to insist upon the strict performance of this Agreement will not act as a waiver hereunder. If any term of this Terms is determined invalid, this will not affect validity of remaining portions of these Terms. You may not assign or delegate all or any part of these Terms. We may freely assign these Terms. Any prohibited assignment or delegation will be void. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of laws principles and the parties submit to the exclusive jurisdiction of the courts in California. No agency or partnership relationship is created between the parties by these Terms. These Terms are the complete and final agreement of the parties with respect to the Beta. We may modify these Terms on written notice to you or as posted in the Beta.
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