1. Participation in the SRAM AXS Beta Program.
The purpose of the SRAM AXS Beta Program (“Beta Program”) is to make pre-release software, pre-release applications, pre-release services, and related documentation, materials, and information (collectively, the “Pre-Release Software”) available to Beta Program participants from time to time for the purpose of providing SRAM with feedback on the quality and usability of the Pre-Release Software. You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and SRAM. You understand that your participation in the Beta Program does not obligate SRAM to provide you with any Pre-Release Software. SRAM reserves the right to modify the terms, conditions, and policies of this Beta Program from time to time, and to revoke your participation in this Beta Program at any time.
By participating in the Beta Program, you certify that you are at least 18 years of age and you represent that you are legally permitted to join the Beta Program. This Agreement is void where prohibited by law and the right to become a Beta Program participant is not granted in such jurisdictions. Unless otherwise agreed by SRAM in writing, you cannot share or transfer any software or other materials you receive from SRAM in connection with being a Beta Program participant. The SRAM ID and password you use to login as a Beta Program participant cannot be shared in any way or with anyone. You are responsible for maintaining the confidentiality of your SRAM ID and password and for any activity in connection with your account.
2. Access to Pre-Release Software and Additional Terms.
3. License Grant and Restrictions.
Subject to your compliance with this Agreement, SRAM hereby grants you a personal, limited license to use the SRAM Software solely for testing and evaluation purposes and only in connection with this Beta Program. This license does not grant you the right to use the SRAM Software for any other purpose, or to disclose, reproduce, distribute, modify or create derivative works of the SRAM Software. You agree not to decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of any SRAM Software (except as and only to the extent the foregoing restrictions are prohibited by applicable law). You certify that the SRAM Software will only be used for testing and evaluation purposes in connection with the Beta Program, and will not be rented, sold, leased, sublicensed, assigned, distributed or otherwise transferred. SRAM retains ownership of all SRAM Software, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any SRAM intellectual property.
4. Feedback; Contact from SRAM.
As part of the Beta Program, SRAM will provide you with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports and/or support information (collectively, “Feedback”) to SRAM. SRAM may request this information from you through the SRAM Software as well as by email, web questionnaires, bug forms, and other mechanisms. By agreeing to this Agreement, you agree that SRAM may contact you from time to time about the Beta Program, and you hereby consent to receive such communications. Except as otherwise set forth in Section 8, you agree that in the absence of a separate written agreement to the contrary, SRAM will be free to use any Feedback you provide for any purpose.
5. Definition of Confidential Information.
You agree that the SRAM Software and any information concerning the SRAM Software (including its nature and existence, features, functionality, and screen shots), and any other information disclosed by SRAM to you in connection with the Beta Program will be considered and referred to in this Agreement as “Confidential Information.” Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of yours, (b) is generally made available to the public by SRAM, (c) is independently developed by you without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (e) any third party software and/or documentation provided to you by SRAM and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement. All Confidential Information remains the sole property of SRAM and you have no implied licenses or other rights in the Confidential Information not specified in this Agreement.
6. Nonuse and Nondisclosure of Confidential Information.
Except as expressly permitted in this Section 6, you agree that you will not disclose, publish, or otherwise disseminate any Confidential Information to a third party unless expressly permitted or agreed to in writing by SRAM. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the SRAM Software to third parties. You agree to use the Confidential Information solely for the permitted uses as set forth in this Agreement. You agree not to use Confidential Information otherwise for your own or any third party’s benefit without the prior written approval of an authorized representative of SRAM. You hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to SRAM that may be difficult to ascertain. Accordingly, you agree that SRAM will have the right to seek immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
7. Precautions for the use of Pre-Release Software.
You understand that to participate in the Beta Program you may need to load the Pre-Release Software onto your computer and/or devices. You further understand that once you load such Pre-Release Software onto your computer and/or device, you may be unable to revert back to the Pre-Release Software You were using. In addition, applications and services you have installed or been using may be unable to run or function in the same manner because of your use of the Pre-Release Software. YOU ACKNOWLEDGE THAT BY INSTALLING SUCH PRE-RELEASE SOFTWARE ON YOUR COMPUTERS AND/OR DEVICES, THESE COMPUTERS AND DEVICES MAY NOT BE CAPABLE OF BEING RESTORED TO THEIR ORIGINAL CONDITION AND THAT APPLICATIONS AND SERVICES MAY BE AFFECTED BY YOUR USE OF PRE-RELEASE SOFTWARE. FURTHER, YOU UNDERSTAND THAT DATA FROM SUCH APPLICATIONS OR SERVICES THAT YOU CREATE OR CHANGE WHILE USING THE PRE-RELEASE SOFTWARE MAY BE INCAPABLE OF BEING RESTORED OR RECOVERED. In addition, the Pre-Release Software may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your computer and/or device or from your peripherals connected thereto. SRAM strongly encourages you to back-up all data and information on your computer, devices and/or any peripherals prior to your participation in the Beta Program.
Participating in the Beta Program will not affect your rights under SRAM’s product warranty.
8. Consent to Collection and Use of Data.
9. No Support and Maintenance; Future Products.
During your participation in the Beta Program, SRAM is not obligated to provide you with any maintenance, technical or other support for the Pre-Release Software. You agree to abide by any support rules and policies that SRAM provides to you in order to receive such support. You acknowledge that SRAM has no express or implied obligation to announce or make available a commercial version of the Pre-Release Software to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Pre-Release Software licensed hereunder.
10. SRAM Software As Is.
SRAM IS PROVIDING ALL CONFIDENTIAL INFORMATION, INCLUDING THE PRE-RELEASE SOFTWARE AND TOOLS, TO YOU SOLELY ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge that SRAM has not publicly announced the availability of the Pre-Release Software, that SRAM has not promised or guaranteed to you that such Pre-Release Software will be announced or made available to anyone in the future, and that SRAM has no express or implied obligation to you to announce or introduce the Pre-Release Software or any similar or compatible product, or to continue to offer access to the Pre-Release Software in the future.
11. Disclaimer of Liability.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH TESTING, INSTALLATION, OR USE OF THE SRAM SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE PRE-RELEASE SOFTWARE ON YOUR COMPUTER, DEVICES AND/OR PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA, AND IN NO EVENT WILL SRAM BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE PRE-RELEASE SOFTWARE ON YOUR COMPUTER, DEVICES AND/OR ANY PERIPHERALS CONNECTED THERETO, AND/OR FROM ANY OTHER CONFIDENTIAL INFORMATION, AND/OR SRAM’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF SRAM HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SRAM’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. Term and Termination.
This Agreement will continue in effect until terminated in accordance with this Section 12. You may terminate this Agreement at any time, for any reason, but only by returning or destroying any Confidential Information that is in your possession or control (including, without limitation, any Pre-Release Software); provided however that if you are unable to purge certain Pre-Release Software from your computer and/or devices, then you agree that you will continue to hold the Pre-Release Software as Confidential Information. SRAM may terminate this Agreement at any time, with or without cause, immediately upon written notice to you, and may terminate this Agreement immediately for any breach of the confidentiality provisions set forth herein. Within seven (7) days of your receipt of SRAM’s termination notice, or earlier if requested by SRAM, you will return, cease all use of, and/or destroy the Pre-Release Software and all other Confidential Information as provided in this Section. Following termination of this Agreement, the restrictions of Section 3, 4-8, the last two sentences of Section 9, and 10-16, inclusive, will continue to bind the parties. The term of your license to use the SRAM Software granted under Section 3 of this Agreement shall commence upon your installation or use of the SRAM Software and will terminate automatically without notice from SRAM upon the earlier of (a) the next commercial release of the SRAM Software, (b) the termination of the project under which you obtained the SRAM Software, (c) the termination of this Agreement, or (d) the date specified in the separate license accompanying the SRAM Software (if any).
13. No Export.
You agree that you will not export or re-export any of the Pre-Release Software or Confidential Information received from SRAM except as authorized by United States law and the laws of the jurisdiction in which the SRAM Software was obtained. In particular, but without limitation, the SRAM Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the SRAM Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the SRAM Software for any purposes prohibited by United States law. You certify that this SRAM Software will only be used for evaluation and testing purposes, and will not be rented, sold, leased, sublicensed, assigned, or otherwise transferred.
14. No Waiver or Assignment.
No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of SRAM, and no single waiver will constitute a continuing or subsequent waiver. This Agreement may not be assigned by you in whole or in part. Any contrary assignment shall be null and void.
15. Governing Law.
Any litigation or dispute resolution between You and SRAM arising out of or relating to this Agreement, the SRAM Software, or Your relationship with SRAM will take place in the Northern District of Illinois, and You and SRAM hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within that District with respect to any such litigation or dispute resolution. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Illinois.
16. Severability; Complete Understanding.
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, including any appendices made effective pursuant to this Agreement and any additional licenses accompanying the SRAM Software, constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. Except to the extent provided under Section 2 above, any inconsistencies between this Agreement and any license agreement accompanying the SRAM Software will be governed by the license agreement accompanying the SRAM Software. Except as expressly set forth herein, any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern, to the extent not prohibited by local law in your jurisdiction.