Subject to the terms and conditions of this Go1 Beta Agreement (the “Agreement”), Go1 USA LLC and its affiliates (“Go1”), agrees to provide you access to certain of its beta product offerings (each, a “Beta Product”) that complement Go1’s existing SaaS product, tools, and related services (the “Services"). As a participant in Go1’s Beta Product development program (the “Beta Program”), you hereby agree to use and evaluate any Beta Products that Go1 grants you access to in accordance with the terms of this Agreement.
BY SIGNING THIS AGREEMENT, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT OTHERWISE AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES DESCRIBED HEREIN.
Now, therefore, in consideration of the mutual covenants set forth herein, you hereby agree as follows:
1. Confidentiality. As part of the Beta Program, Go1 may provide or allow you to access confidential or otherwise non-public business, technical or other similar information, materials, and/or ideas ("Go1 Proprietary Information"). You acknowledge and agree that Beta Products are (1) still in development and experimental form and (2) constitute Go1 Proprietary Information. Without limiting any other term of the Agreement, you represent and warrant to keep confidential and not disclose to any third party without Go1’s prior, written consent (email acceptable) any Go1 Proprietary Information, including but not limited to the following: (a) the Beta Products; (b) any Go1 development, marketing, or similar ideas or plans that you learn of during your participation in the Beta Program; (c) your participation in the Beta Program; or (d) any verbal or written communications concerning the Beta Program or any Beta Products from Go1 or its employees, agents, contractors or other representatives (“Confidentiality Obligations”). For the avoidance of doubt, your Confidentiality Obligations shall expire when the relevant Go1 Proprietary Information becomes public knowledge, provided that if the relevant Go1 Proprietary Information never becomes public knowledge, the Confidentiality Obligations shall survive the termination or expiration of this Agreement. By way of illustrative example only, and without limitation, if a Beta Product becomes publicly known but such Beta Product’s marketing plans do not, you may disclose your knowledge concerning the Beta Product, but you may not disclose your knowledge concerning such marketing plans.
2. No Conflicting Loyalty. You represent that you are not an employee or representative of any Go1 competitor.
3. Grant of Limited License. Subject to the terms of this Agreement, Go1 grants to you a nonexclusive, non-sublicensable, revocable, worldwide right and license, to use the Beta Product(s) solely in connection with your participation in the Beta Program and in accordance with this Agreement (i.e., solely for the purposes of testing and evaluating the Beta Product(s) and not for any commercial purpose or use). Your license will be valid only during the time that you are an active participant in the Beta Program.
4. Feedback. Upon Go1’s request, you agree to provide suggestions, comments, enhancement requests, recommendations, or any other feedback (collectively, “Feedback”) regarding the Beta Product(s) or the Beta Program generally. Feedback shall include information regarding the Beta Product(s) performance, ease of use, features that may be missing, any bugs encountered during the use of the Beta Product, and any other information Go1 requests regarding the Beta Product(s). You agree that upon request by Go1 you will make available a reasonable amount of time to discuss the Beta Product(s) as part of your participation in the Beta Program. You agree that Go1 shall have an unrestricted, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate this Feedback into the Beta Product(s) and other Go1 products or services.
5. Intellectual Property and Ownership. You acknowledge and agree that as between the parties Go1 and owns all Intellectual Property Rights in and to the Beta Product(s) and all intellectual property contained therein or related thereto, including, but not limited to, any text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation (collectively, the “Content”). For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction. Go1 does not grant to you any license, express or implied, to the intellectual property of Go1 or its licensors. The Beta Products(s) and Content may not be copied, reproduced, sold, republished, transmitted, displayed, reposted, or otherwise distributed for public or commercial purposes.
6. Cooperation and Co-marketing. You agree to cooperate with Go1 in jointly producing mutually beneficial content and exploring other co-marketing opportunities from time to time.
7. DISCLAIMER OF WARRANTIES. THE BETA PRODUCT(S) ARE PROVIDED “AS IS” AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. Go1 (1) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY MATTER, INCLUDING ANY REPRESENTATION THAT THE BETA PRODUCT(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND (2) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. ALL BETA PRODUCT(S) ARE PRELEASE, ARE EXPECTED TO CONTAIN DEFECTS, SOME OF WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OR PERFORMANCE OR COMPATIBILITY OF A FINAL, PUBLICLY AVAILABLE PRODUCT OFFERING. BETA PRODUCT(S) MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USE OF THE BETA PRODUCT(S) IS ENTIRELY AT YOUR OWN RISK. YOU ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. IN NO EVENT SHALL Go1 BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA PRODUCT(S). YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY BETA PRODUCT.
8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WHETHER RESULTING FROM A TORT, BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, WILL GO1 BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GO1’S ENTIRE LIABILITY FOR DIRECT DAMAGES IN CONNECTION WITH THE BETA PROGRAM AND THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
10. Term and Termination. This Agreement will automatically expire at the end of your participation in the Beta Program 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 Beta Program for any 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 Beta Program. Upon Go1’s request, you will return to Go1 any Go1 Proprietary Information in your control or possession.
11. Indemnity. You agree to defend, indemnify, and hold Go1 harmless from and against any demands, loss, liability, claims, or expenses (including attorneys’ fees) made against us by any third party due to or arising out of or related to (1) your misuse of any Beta Product(s), or (2) any act or omission in violation of this Agreement.
12. General Provisions. This Agreement is personal to you, is nonassignable by you, is governed by the laws of the State of Delaware, without regard to conflict of law principles, and may be modified or waived only in writing signed by both parties. If any provision of this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. The prevailing party in any dispute or legal action regarding the subject matter of this Agreement shall be entitled to recover attorneys’ fees and costs.