Beta Partnership Agreement
IMPORTANT – READ CAREFULLY. BY CLICKING THE “ACCEPT” BUTTON (BELOW) OR COPYING OR INSTALLING OR USING THE SERVICES (DEFINED BELOW), YOU OR THE ORGANIZATION YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS BETA AGREEMENT (THE “AGREEMENT”). YOUR AND YOUR COMPANY’S (COLLECTIVELY, “BETA PARTNER” OR “YOU”) CONTINUED USE OF THE SERVICES SHALL ALSO CONSTITUTE ASSENT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “I DO NOT ACCEPT” BUTTON (BELOW) AND THE INSTALLATION PROCESS WILL NOT CONTINUE AND YOU WILL NOT BE ABLE TO USE THE SERVICES. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO DO SO.
This Beta Partnership Agreement is made by and between Symbolic.ai, Inc. a Delaware corporation having an address at 28545 Matadero Creek Ln, Los Altos Hills, CA 94022 (“Symbolic.ai”) and Beta Partner. The parties agree as follows:
Services. Subject to the terms and conditions of this Agreement, Symbolic.ai shall provide Beta Partner with access to Symbolic.ai’s proprietary platform (the “Services”). Beta Partner may only use the Services with Beta Partner’s authorized employees and agents (“Registered Users”).
License Grant. Subject to the terms and conditions of this Agreement, Symbolic.ai grants Beta Partner a limited, nonexclusive, nontransferable, and revocable license during the Beta Period (defined below), to access and use the Services solely for Beta Partner’s internal business purposes in connection with Beta Partner’s testing and evaluation of the Services and for no other purpose.
BETA PARTNER RESPONSIBILITIES
Beta Partner Content. Beta Partner acknowledges and agrees that certain features of the Services may enable Beta Partner, Registered Users and third parties to upload or make available through the Services certain information and content (“Beta Partner Content”). Beta Partner hereby grants Symbolic.ai a non-exclusive, worldwide license to display, modify, distribute, perform and reproduce such Beta Partner Content for the purpose of making it available to Beta Partner and Registered Users through the Services. Symbolic.ai is not obligated to back up any Beta Partner Content, and Beta Partner expressly agrees that Symbolic.ai shall not be responsible for any accuracy, damage, deletion or destruction of Beta Partner Content. Beta Partner shall be solely responsible for ensuring it has all necessary rights to such Beta Partner Content in order to make such Beta Partner Content available to Symbolic.ai for use in connection with Symbolic.ai’s provision of Services to Beta Partner. Beta Partner shall defend, indemnify and hold harmless Symbolic.ai for any claims, losses and expenses incurred by Symbolic.ai and arising from any third party claim relating to Symbolic.ai’s use of the Beta Partner Content to provide the Services to Beta Partner.
Use of Services. Beta Partner is responsible for all activity occurring under Beta Partner’s Registered User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Beta Partner’s use of the Services. Beta Partner shall notify Symbolic.ai immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Services. Unless otherwise authorized by Symbolic.ai, use of the Services in a production environment is prohibited.
CONFIDENTIALITY. Beta Partner acknowledges that, in the course of using the Services, it may obtain information relating to the Services and/or Symbolic.ai (“Confidential Information”). Such Confidential Information shall belong solely to Symbolic.ai and includes, but is not limited to, the existence of the Services, its features and mode of operation, this Agreement, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Confidential Information: (a) Beta Partner shall not use (except as expressly authorized by this Agreement) or disclose Confidential Information without the prior written consent of Symbolic.ai unless such Confidential Information becomes part of the public domain without breach of this Agreement by Beta Partner or Registered Users; and (b) Beta Partner agrees to take reasonable measures to maintain the Confidential Information and Services in confidence. Beta Partner shall not, without the prior written consent of Symbolic.ai, disclose or otherwise make available the Services or copies thereof to any third party.
Limitations on Use. Beta Partner shall not: (a) use the Services to create any similar software or documentation; (b) embed the Services or any portion thereof into any commercial product; (c) modify, reproduce, reverse engineer, decompile, or disassemble the Services, or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from the Services (except and only to the extent these restrictions are expressly prohibited by applicable statutory law); (d) encumber, lease, rent, timeshare, loan, sublicense, sell, transfer or distribute any Services; (e) copy, adapt, merge, create derivative works of, translate, localize, port or otherwise modify the Services; (f) use the Services, or allow the transfer, transmission, export or re-export of all or any part of the Services, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction; (g) publish any results of benchmark tests run on the Services; (h) remove or alter any product identification, markings, copyright or other notices; or (i) permit any third party to engage in any of the foregoing proscribed acts. Beta Partner agrees to ensure that there is no breach, compromise or violation by Registered Users of such obligations, and is fully responsible and liable for Registered Users use of the Services and compliance with this Agreement.
Intellectual Property Ownership. As between the parties, Symbolic.ai owns and retains all rights, title, and interest, including all related Intellectual Property Rights (defined below), in the Services, and any technology, templates, materials or software used to provide the Services. This Agreement does not transfer ownership rights of any kind in the Services, or any related materials to Beta Partner or any third party. The Symbolic.ai name, the Symbolic.ai logo, and the product names associated with the Services are trademarks of Symbolic.ai or third parties, and no right or license is granted to use them. Beta Partner may not use Symbolic.ai’s name or trademarks without the prior written consent of Symbolic.ai. "Intellectual Property Rights" means unpatented or patented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property and proprietary rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. Except for the limited rights and licenses expressly granted in Section 1, no other license is granted, no other use is permitted and Symbolic.ai and its licensors shall retain all right, title and interest (including Intellectual Property Rights) in and to the Services.
Aggregate Data. Beta Partner acknowledges and agrees that Symbolic.ai may collect and use aggregated and anonymous data based on Beta Partner’s use of the Services; provided that Symbolic.ai’s use of such data does not specifically identify Beta Partner or any Registered User. Any such materials produced using such aggregate data are the sole and exclusive property of Symbolic.ai and, notwithstanding anything to the contrary, Symbolic.ai shall be free to use and disclose such aggregate data at its discretion.
Feedback and General Knowledge. Beta Partner or Registered Users may provide Symbolic.ai with comments, suggestions, ideas, enhancement requests, feedback, reports, recommendations or other information or feedback concerning the Services (“Feedback”). Beta Partner hereby assigns and agrees to assign to Symbolic.ai all right, title and interest in and to any suggestion, enhancement request, recommendation, correction or other Feedback provided by Beta Partner or Registered Users relating to the Services. Beta Partner further agrees that Symbolic.ai is free to reuse all generalized knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) related to or acquired during provision of the Services under this Agreement (including without limitation, that which it could have acquired performing the same or similar services for another customer).
TERM AND TERMINATION
Term; Termination. This Agreement shall become effective when Beta Partner clicks “I ACCEPT” below and will remain in effect until terminated by either party in accordance with this Agreement (the “Beta Period”). Either party may terminate this Agreement upon 30 days’ written notice (email acceptable) delivered to the other party at any time, for any reason or no reason. Symbolic.ai may also terminate this Agreement immediately upon notice to Beta Partner if Beta Partner breaches a provision of this Agreement.
Rights on Termination. On termination: (a) all rights granted to Beta Partner under this Agreement shall immediately cease and Beta Partner will promptly cease all use of the Services; and (b) within five (5) days, Beta Partner shall return to Symbolic.ai any Confidential Information in its possession or under its control (including all copies thereof). Sections 3, 4, 5.2, and 6-10 will survive termination or expiration of this Agreement.
WARRANTY DISCLAIMERS. BETA PARTNER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE EXPERIMENTAL, PRELIMINARY OR UNTESTED. THE SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, SYMBOLIC.AI HEREBY DISCLAIMS (FOR ITSELF AND ITS LICENSORS) ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. SYMBOLIC.AI AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, (II) THE SERVICES WILL MEET REQUIREMENTS OR EXPECTATIONS, OR (III) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY. IN NO EVENT SHALL SYMBOLIC.AI AND/OR ITS LICENSORS BE LIABLE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY CAUSE WHATSOEVER REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR: (A) ANY LOSS OR INACCURACY OF DATA, OR COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (B) ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION IN THE SERVICES; OR (C) ANY DIRECT DAMAGES IN EXCESS OF $100, EVEN IF SYMBOLIC.AI OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BETA PARTNER ACKNOWLEDGES THAT NEITHER SYMBOLIC.AI NOR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES SHALL HAVE ANY LIABILITY TO BETA PARTNER OR ANY REGISTERED USER FOR ANY CLAIM OR DAMAGES THAT ARISE FROM OR RELATE TO ANY DECISION BASED ON INFORMATION RECEIVED THROUGH THE SERVICES.
ASSIGNMENT. This Agreement and the rights and obligations hereunder are personal to Beta Partner and may not be assigned or otherwise transferred, in whole or in part, without the prior written consent of Symbolic.ai. Any purported assignment in violation of this section shall be void. Subject to the foregoing, this Agreement and each and all of the provisions hereof bind and benefit the parties and their respective successors and assigns.
MISCELLANEOUS. This Agreement shall be governed by laws of the State of California and controlling United States federal law, without regard to the choice or conflicts of law provisions thereof. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in San Francisco County, California, and each party consents to the jurisdiction thereof. The prevailing party in any action to enforce this Agreement shall be entitled to recover costs and expenses including, without limitation, attorney’s fees. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. Symbolic.ai has and reserves all rights and remedies that it has by operation of law or otherwise. This Agreement is intended for the sole benefit of Symbolic.ai and Beta Partner, and shall not be construed for the benefit of any third party, including any Registered User or client of Beta Partner. Symbolic.ai shall not be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including any natural cause, act of God or public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage in communications, power or otherwise, or failure to perform by any supplier or other third party. No joint venture, partnership, employment, or agency relationship exists between Beta Partner and Symbolic.ai as a result of this Agreement. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. Any modification or amendment of this Agreement shall be in writing signed by the parties. This Agreement comprises the entire agreement between Beta Partner and Symbolic.ai regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter.
Acknowledgement. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.