By checking “I agree”, you are agreeing to be bound by the terms of this CloudBoard Beta Test Agreement, as outlined below:
This Beta Test Agreement (the "Agreement") by and between CloudBoard, LLC., ("CloudBoard") a Delaware corporation having its principal place of business at 25 Morningside Lane, Lincoln, MA, and the online CloudBoard user registered here, “User”, is entered into as of today ("the Effective Date").
Terms and Conditions
(a) "Product" means all component parts of the CloudBoard Online Service, including its downloadable iPhone application used to create and manage news articles, the Cloud-based CloudBoard News service used to upload and manage user content and to combine and distribute processed content including streamed versions of final news feeds for viewing, and including all Software and Documentation.
(b) "Beta Test Period" means the period of time established during which testing of and adjustments to the Product will be undertaken. For this Beta Test, the initial test period will be set at 60 days, which may be extended by mutual consent of the parties.
(c) "Software" means the computer programs, or components, provided in whatever form as part of Product.
(d) "Documentation" means such supporting written materials as CloudBoard may in its discretion provide to User in connection with their use of a Product, including documentation provided online within Product, distributed through email correspondence, or on its Website.
This Agreement sets forth the terms and conditions for the Beta installation, use, test and support of certain CloudBoard Products prior to official product release.
3. Obligations of User
(a) Testing. During the Beta Test Period, User agrees to reasonably exercise the Product and run test cases and other system tests as set forth by CloudBoard.
(b) Contact: The registered User shall provide feedback to CloudBoard.
(c) Error Notice. User shall notify CloudBoard of any failures, errors, deficiencies, or other malfunction of any part of the Product while utilizing the Product.
(d) Modifications. User agrees to promptly implement such modifications and changes that CloudBoard may make to the Product during the Beta Test Period, as they are provided by CloudBoard. Except as otherwise specified in this Agreement, or at the written direction of CloudBoard, User shall not alter or modify any Product during the Beta Test Period without CloudBoard’s prior approval.
4. Obligations of CloudBoard
(a) Delivery: CloudBoard agrees to provide online access to Product within a reasonable time after execution of this Agreement by both parties, or at a time otherwise agreed to by CloudBoard. CloudBoard may at anytime during the Beta test suspend, or cancel, User’s access to the Product, or any part of the Product.
(b) Technical Assistance: CloudBoard will provide User such technical assistance as CloudBoard may deem necessary to properly install and operate the Product at the Beta test site. CloudBoard will provide User with all test cases to be run by User.
5. Disclaimer of Warranty
THE PRODUCT (INCLUDING THE SOFTWARE, IF ANY, AND DOCUMENTATION) IS PROVIDED HEREUNDER "AS IS". CLOUDBOARD MAKES AND USER RECEIVES NO WARRANTIES IN CONNECTION WITH THE PRODUCT, OR MODIFICATIONS OR IMPROVEMENTS THERETO, DELIVERED HEREUNDER, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION BETWEEN CLOUDBOARD AND USER. CLOUDBOARD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
6. Ownership and Software License
(a) Ownership. User acknowledges that the Product is loaned to User for beta testing and that CloudBoard retains ownership of all right, title and interest to the Product, the Product design and Documentation, and the intellectual property rights therein and thereto (including without limitation, all patent rights, design rights, copyrights and trade secret rights) subject to the Software license granted in this Section 6. User agrees not to (i) copy, modify, or reverse engineer the Product software or design, make derivative works based upon the Product, or use the Product to develop any products, without CloudBoards prior written approval or (ii) sell, license, rent, or transfer the Product to any third party.
(b) Software License Grant. CloudBoard hereby grants to User and User accepts a personal, non-transferable, non-exclusive license to use the Software subject for the Beta Test Period solely for the purpose of testing and evaluating the Software subject to the following restrictions: (i) at the Users Site specified by CloudBoard; (ii) no copies of Software are to made
(c) Modifications. User hereby assigns to CloudBoard, Users entire right, title and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any modifications or improvements to the Products which User may propose or make during the Beta Test Period or which User and CloudBoard may jointly make during the Beta Test Period.
This Agreement may be terminated immediately by either party through written notice if either party breaches any of the material provisions of this Agreement and fails to remedy such breach within thirty (30) days after written notification by the other party of such breach.
Notwithstanding the foregoing, this Agreement may be terminated immediately by CloudBoard in the event of Users breach of Section 6, Ownership and Software License, or Section 10, Confidential Information.
Upon termination of this Agreement, User shall immediately cease use of the Product and shall, at its expense, return to CloudBoard all Proprietary Information and data (including all copies thereof) then in User's possession or custody or control, and certify in writing as to such action.
8. Limited Liability
NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF CLOUDBOARD UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO FIFTY DOLLARS ($50).
9. Consequential Damage Waiver
IN NO EVENT SHALL CLOUDBOARD BE LIABLE FOR ANY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES EVEN IF CLOUDBOARD HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
10. Confidential Information
User acknowledges that, in the course of using the Products and performing its duties under this Agreement, it may obtain information relating to the Products and to CloudBoard which is of a confidential and proprietary nature ("Proprietary Information"). Such Proprietary Information may include, but is not limited to, trade secrets, know how, invention techniques, processes, programs, schematics, software source documents, data, Customer lists, financial information, and sales and marketing plans or information which User knows or has reason to know is confidential, proprietary or trade secret information of CloudBoard. User shall at all times, both during the term of this Agreement and for a period of at least three (3) years after its termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than as expressly authorized by CloudBoard under this Agreement, nor shall User disclose any such Proprietary Information to third parties without CloudBoard’s written consent. User further agrees to immediately return to CloudBoard all Proprietary Information (including copies thereof) in User's possession, custody, or control upon termination of this Agreement at any time and for any reason. The obligations of confidentiality shall not apply to information which (i) has entered the public domain except where such entry is the result of Users breach of this Agreement; (ii) prior to disclosure hereunder was already in User's possession; or (iii) subsequent to disclosure hereunder is obtained by User on a non-confidential basis from a third party who has the right to disclose such information to the User.
Neither party shall disclose, advertise, or publish the terms and conditions of this Agreement, or results of the Beta Test experience, without the prior written consent of the other party. Any press release or publication regarding this Agreement is subject to prior review and written approval of the parties.
(a) The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Massachusetts, United States of America.
(b) No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement. All claims must be brought within twelve (12) months following the date such claim arose.
(c) User shall not assign, in any manner, its right, obligation or interest in or under this Agreement without the prior written consent of CloudBoard.
(e) All notices required or permitted under this Agreement will be in writing and will be deemed given when: (a) delivered personally, or via email; (b) sent by confirmed facsimile (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) two (2) days after deposit with a commercial express air courier specifying next day delivery, with written verification of receipt.
(f) Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
(g) This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.