BETA SERVICES TERMS
Eptura has agreed to make the Beta Services available to Participant, subject to Participant’s agreement to be bound by these Beta Services Terms (“Beta Terms”).
Acceptance of these Beta Terms can be evidenced by: (a) Participant or its Users clicking a box confirming acceptance of these Beta Terms; (b) Participant’s agreement in writing to be bound by these Beta Terms; or (c) Participant’s and/or its Users use of Beta Services.
1. DEFINITIONS
1.1 “AI Addendum” means the AI addendum at https://eptura.com/terms/ai.
1.2 “AI Systems” means any artificial intelligence or machine learning models, applications, data systems, interfaces, algorithms, or utilities.
1.3 “Acceptable Use Policy” means the acceptable use policy at https://eptura.com/terms/acceptable-use-policy.
1.4 “Beta Services” means any software, service, feature, functionality, integration, module, product capability, AI-enabled function, experimental technology, preview, beta, pilot, trial, early-access, pre-release, limited-release, evaluation, or similar offering made available by Eptura from time to time before, outside, or independently of general commercial release.
1.5 “Participant” means any customer, prospective customer, partner, reseller, integration partner or other person or entity authorized by Eptura to access or use Beta Services.
1.6 “Participant Data” means all content and information uploaded, posted, submitted, published, or transmitted by Participant in connection with use of the Beta Services.
1.7 “DPA” means the DPA at https://eptura.com/terms/dpa.
1.8 “Eptura” means Eptura, Inc.
1.9 “Intelligent Functionality” means any feature or functionality of the Beta Services which utilizes AI Systems.
1.10 “Term” the period in which access is granted to the Beta Services.
1.11 “User” means any party who accesses and uses Beta Services being provided to Participant.
2. BETA SERVICES
2.1 Access Rights. Subject to these Beta Terms, Eptura grants to Participant during the Term a worldwide (unless geographically limited by Eptura), non-exclusive, non-transferable right to access and use the Beta Services solely for evaluation, testing, validation, feedback, and assessment purposes.
2.2 Nature of Beta Services. Participant acknowledges and agrees that Beta Services are experimental, pre-release, developmental, or otherwise non-final offerings. Beta Services may contain bugs, errors, inaccuracies, defects, interruptions, limitations, delays, or other issues. They may be modified, suspended, withdrawn, restricted, replaced, reset, or discontinued at any time. Eptura does not commit to making any Beta Services generally available, continuing to provide any Beta Services, including any functionality within it, or incorporating any Beta Services into any current or future Eptura product, service, roadmap, or commercial release.
2.3 Restrictions. Participant must not use any Beta Services for business-critical operations or any purpose other than evaluation and testing unless Eptura expressly authorizes such use in writing. Participant will abide by any restrictions that Eptura imposes on the Beta Services.
2.4 No Support Commitment. Eptura is not required to provide maintenance, support, service levels, uptime commitments, error correction, training, implementation services, professional services, or other assistance for any Beta Services. Eptura may, at its discretion, provide limited support or technical assistance, but doing so does not create any ongoing obligation to provide support.
2.5 Acceptable Use. Participant shall comply, and shall ensure its Users comply, with the Acceptable Use Policy.
2.6 Intelligent Functionality. Where Beta Services incorporate Intelligent Functionality, the terms of the AI Addendum shall apply as if: (i) the provision of Beta Services were made pursuant to an Order; (ii) references to “Customer” are references to Participant; and (iii) references to “Services” are references to Beta Services. Any Intelligent Functionality in Beta Services is subject to usage limitations determined at Eptura’s sole discretion.
3. PROPRIETARY RIGHTS
3.1 Retained Rights. Subject to the limited rights expressly granted hereunder, Eptura and its licensors reserve all of their right, title, and interest in and to Beta Services including all of their related intellectual property rights. No rights are granted to Participant hereunder other than as expressly set out herein.
3.2 Participant Data. As between the parties, Participant retains all right, title, and interest to Participant Data. Participant grants Eptura a non-exclusive, worldwide, transferable, royalty-free, and fully paid license to use Participant Data solely as necessary to provide Beta Services. Participant represents and warrants that it has the right and authority to provide Eptura with Participant Data for use in connection with Beta Services.
3.3 Feedback. Participant agrees and acknowledges that: (i) Eptura may utilize Participant suggestions, enhancement requests, comments, or other recommendations (collectively, “Feedback”) for any lawful business purpose, without a duty of accounting to Participant so long as such Feedback does not identify Participant, or any Participant Data; (ii) it is an essential condition of being granted access to the Beta Services, that Participants will provide Feedback in relation to the Beta Services (including by response to any questionnaire or similar document shared by Eptura); (iii) no compensation will be paid with respect to Eptura’s use of Feedback; and (iv) Eptura will own all right, title, and interest, including all related intellectual property rights in any Feedback.
3.4 Aggregate Data. The parties acknowledge that the Beta Services may collect and aggregate certain de-identified information and data regarding the use and operation of Beta Services by Participant (“Aggregated Data”), and Eptura will be free (during and after the Term) to: (i) use Aggregated Data to improve and enhance the Beta Services and for other development, diagnostic and corrective purposes in connection with Beta Services and other Eptura offerings; (ii) disclose Aggregated Data solely in aggregate or other anonymized, unidentifiable form in connection with its business; and (iii) use Aggregated Data to develop, train or enhance such AI Systems provided that, for the avoidance of doubt, the Aggregated Data does not include Personal Data (as defined in the DPA) and the Aggregated Data is not used in respect of the provision of services (including Beta Services) to any other Participants or disclosed to any other third parties outside of the terms of this Section 3.4.
4. DATA SECURITY & PROCESSING.
Eptura will process Participant Data in relation to the Beta Services in accordance with the DPA. Any reference in the DPA: (i) to “Services” or “Subscription Services” shall be references to Beta Services; and (ii) to the date of an order, shall be to the date of acceptance of these Beta Terms.
5. CONFIDENTIALITY
5.1 Confidential Information. The term “Confidential Information” means Participant Data, internal policies and procedures of a party and all other non-public information that a reasonable person should understand to be confidential due to its nature and the circumstances in which it was disclosed and that is disclosed by or on behalf of either party (“Disclosing Party”) to the other party (“Receiving Party”), whether such information is disclosed before or after the date of these Beta Terms. Confidential Information excludes information that (i) was in the public domain prior to the time of disclosure; (ii) enters the public domain after disclosure through no action or inaction of the Receiving Party; (iii) is already known by the Receiving Party at the time of disclosure; (iv) is obtained by the Receiving Party from a third party without restriction; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Except as otherwise expressly set out in these Beta Terms, the Receiving Party will not disclose (including, without limitation, distribute, transmit or transfer) or use the Confidential Information of the Disclosing Party or any portion thereof without the prior written consent of Disclosing Party except for the purpose of exercising its rights or performing its obligations under these Beta Terms. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, consultants, and agents who are bound by obligations of confidentiality no less protective than those set out in these Beta Terms and Receiving Party will be responsible for any unauthorized disclosure of any Confidential Information by such persons as if Receiving Party had made such unauthorized disclosure itself. In addition, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by Law so long as the Receiving Party gives the Disclosing Party (to the extent legally permissible) prompt written notice prior to the disclosure and reasonable assistance in limiting disclosure or obtaining a protective order. Eptura may disclose the agreement between the parties to actual and potential investors and funding sources who agree to hold it in confidence. The Receiving Party agrees to take steps designed to protect the Disclosing Party’s Confidential Information that are substantially similar to those it takes to protect its own proprietary information (but not less than reasonable care) from unauthorized disclosure. Receiving Party will promptly notify the Disclosing Party if the Receiving Party becomes aware of any misuse or unauthorized disclosure of Confidential Information.
5.2 Return of Confidential Information. Upon Disclosing Party’s written request, Receiving Party will return or destroy all Confidential Information. However, Receiving Party is permitted to retain copies of the Confidential Information for archival, audit, disaster recovery, legal and/or regulatory purposes, and Receiving Party will not be required to purge Confidential Information from the electronic back-up files of its computer systems, on condition that any Confidential Information so retained will remain subject to the obligations and restrictions set out in these Beta Terms.
5.3 Injunctive Relief. The Receiving Party acknowledges that any unauthorized disclosure of Confidential Information of the Disclosing Party may result in irreparable injury to the Disclosing Party, which injury could not be adequately compensated by the payment of money damages. In addition to any other legal and equitable remedies that may be available, the Disclosing Party will be entitled to seek injunctive relief against any breach or threatened breach by the Receiving Party of the confidentiality obligations hereunder, from any court of competent jurisdiction, without being required to: (a) show any actual damage or irreparable harm; (b) prove the inadequacy of its legal remedies; or (c) post any bond or other security.
6. REPRESENTATIONS.
Each party represents and warrants that it has the full corporate right, power, and authority to enter into and perform its obligations under these Beta Terms.
7. LIMITATION OF LIABILITY & DISCLAIMER
7.1 Limitation of liability: IN NO EVENT WILL EPTURA HAVE ANY LIABILITY UNDER THESE BETA TERMS WHATSOEVER, INCLUDING BUT NOT LIMITED TO PURE ECONOMIC LOSS OR LOSS OF REVENUE OR PROFITS; LOSS OF USE OR DAMAGE TO DATA; COST TO PROCURE SUBSTITUTE SERVICES; LOSS OR DEPLETION OF GOODWILL; OR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES.
7.2 Disclaimer: EPTURA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER INCLUDING THAT BETA SERVICES ARE ERROR-FREE OR THAT OPERATION OR USE OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. EPTURA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. THE BETA SERVICES MAY BE SUBJECT TO BUGS, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN NON-GENERALLY AVAILABLE SERVICES AND THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ANY USE OF THE BETA SERVICES IS SOLELY AT THE RISK OF PARTICIPANT.
8. TERM & TERMINATION
8.1 Term & Termination. The Term shall continue until termination, which shall occur on the earlier of: (i) Participant ceasing to use the Beta Services; (ii) Eptura withdrawing the Beta Services; and (iii) any other date specified by Eptura in writing in relation to the Beta Services.
8.2 Effects of Termination. Following the end of the Term, Participant’s use of Beta Services shall immediately cease. Where Beta Services become generally available following the end of the Term, continued use of Beta Services will require Participant to purchase the generally available version under the terms of a separate contract.
8.3 Survival. Sections 1, 3.3, 3.4, 4, 5, 7, 8.3, and 9 will survive termination or expiration of these Beta Terms.
9. GENERAL TERMS
9.1 Assignment. Neither party may transfer or assign any of its rights or delegate any of its obligations under these Beta Terms, in whole or in part and including any transfers by operation of law, without the prior written consent of the other party.
9.2 Relationship of the Parties. The relationship between the parties is that of independent contractors. These Beta Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party will have authority to contract for or bind the other party in any manner whatsoever.
9.3 Third-Party Beneficiaries. These Beta Terms are for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or will confer upon any other party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Beta Terms.
9.4 Compliance with laws. Each party will comply with all laws in the performance of its obligations under these Beta Terms, including (without limitation) those relating to international sanctions and embargoes.
9.5 Governing Law. All matters arising out of or relating to these Beta Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of New York and the courts of the state of New York shall have exclusive jurisdiction.
9.6 Notices. Any notice required or permitted to be given will be effective if it is in writing and sent by certified or registered mail, or overnight courier, return receipt requested, to the appropriate party at the address set out on Order and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two (2) business days following the date of mailing or one business day following delivery to a courier
9.7 Entire Agreement and Amendments. These Beta Terms set forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, and discussions and understandings, written or oral, with respect to such subject matter and no amendment, waiver or modification of these Beta Terms shall be effective and binding unless signed by both parties. If any provision of these Beta Terms are deemed invalid, illegal, or unenforceable, that provision will be restated so that it is enforceable to the maximum extent permissible under law and is consistent with the original intent and economic terms of the invalid provision. The remainder of these Beta Terms will remain valid and enforceable in accordance with its terms.