Terms & Conditions
BETA PROGRAM TESTING LICENSE AGREEMENT FOR SWEETGIG
SWEETGIG , INC. ("SWEETGIG") LICENSES THIS SOFTWARE PRODUCT TO YOU ("LICENSEE" OR "YOU") SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT" OR "EULA"). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING, COPYING AND USING THIS COMPUTER SOFTWARE AND / OR SERVICE THAT ACCOMPANIES THIS AGREEMENT AND RELATED SOFTWARE COMPONENTS, WHICH MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS, AND "ONLINE" OR ELECTRONIC DOCUMENTATION. ALL SUCH SOFTWARE AND MATERIALS ARE REFERRED TO HEREIN AS THE (THE "SOFTWARE"). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS EULA, NOT SOLD TO YOU. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT INSTALL, COPY OR USE THE SOFTWARE AND YOU SHOULD RETURN THE PACKAGE TO THE PLACE WHERE YOU GET IT WITHIN THIRTY (30) DAYS. THIS EULA IS A LEGAL AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU, AS AN INDIVIDUAL AND SWEETGIG. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH SWEETGIG RELATING TO THE SOFTWARE.
SweetGig is making the Software available to you as part of a Beta Software Program ("Beta Program"). The purpose of the Beta Program is to make available to Beta Program participants the Software on a pre-release basis for the purpose of providing feedback to SweetGig on the quality and usability of the Software. You understand that your participation in the Beta Program does not obligate SweetGig to provide you with the Software. SweetGig 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. If SweetGig makes changes to the terms and conditions of this Agreement, then SweetGig will present such revised terms and conditions to you electronically. 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. Unless otherwise agreed or permitted by SweetGig in writing, you cannot share or transfer the Software or other materials you receive from SweetGig in connection with being a Beta Program participant. In connection with the Software provided in this Beta Program, SweetGig may provide you with an ID and password You use to login as a Beta Program participant which cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your ID and password and for any activity in connection with your ID and password.
2. Assent to Be Bound
By clicking the "I accept the terms..." checkbox on the SweetGig login page, by executing a written copy of this Agreement, or by installing, copying or otherwise using this Software, you agree to be bound by the terms of this Agreement. If you do not agree with any term or condition, click on the "Decline" checkbox on the SweetGig login page, do not download, order, open, install or use the Software. Contact SweetGig to arrange the return of the Software and accompanying materials to SweetGig.
3. BETA DISCLAIMER
THE SOFTWARE LICENSED HERE UNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE, THE IDENTIFICATION OF DEFECTS, AND THE USER EXPERIENCE. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS.
4. Confidential Information
You agree that the Software and any information concerning the Software (including its nature and existence, features, functionality, and screen shots), any ID and password to access the Software, and any other information disclosed by SweetGig 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 SweetGig, (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 SweetGig 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 SweetGig and you have no implied licenses or other rights in the Confidential Information not specified in this Agreement.
5. Non-use and Nondisclosure of Confidential Information
Except as expressly permitted in this Section 5, you agree that you will not disclose, publish, or otherwise disseminate any Confidential Information to anyone other than the individuals designated by SweetGig in Section 19 below, or as otherwise expressly permitted or agreed to in writing by SweetGig. 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 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 SweetGig in each instance. You hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to SweetGig that may be difficult to ascertain.
Accordingly, you agree that SweetGig 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 (including but not limited to termination of your rights to participate in the Beta Program or access the Software).
It is expressly understood, acknowledged and agreed that you shall, regardless of whether or not formally requested to do, provide to SweetGig reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports, questionnaires and test results, with respect to Software testing (collectively, "Feedback"). If you provide such Feedback to SweetGig, you shall grant SweetGig the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sublicense, and create derivative works of, the Feedback as part of any SweetGig’s product, technology, service, specification or other documentation (individually and collectively, "SweetGig Products"); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any SweetGig Product; (iii) solely with respect to Licensee’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a SweetGig Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require SweetGig to comply with any additional obligations with respect to any SweetGig Products that incorporate any Feedback.
7. Grant of License
Subject to your compliance with this Agreement, SweetGig hereby grants you a personal, limited license to use the Software solely for testing and evaluation purposes and only in connection with this Beta Program. You certify that the Software will only be used for testing and evaluation purposes in connection with the Beta Program, and will not be used in any manner prohibited in Section 8 of this Agreement. SweetGig retains ownership of all Software, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any SweetGig intellectual property.
8. Restrictions on Grant
Except as otherwise specifically permitted in this Agreement, you may not: (a) modify or create any derivative works of any Software or documentation, including translation or localization; (b) copy the Software except as provided in this Agreement or elsewhere by SweetGig; (c) separate Software, which is licensed as a single product, into its component parts; (d) sublicense or permit simultaneous use of the Software by more than one user; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Software; (f) redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. You may NOT transfer the Software under any circumstances; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software; (h) publish any results of benchmark tests run on any Software to a third party without SweetGig’s prior written consent; or (i) use any Software on more computers or computing devices than the number licensed.
9. Beta-Software Product Support
SweetGig is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Software will be corrected.
SweetGig will collect personal information from Beta Program participants and use it as necessary to improve SweetGig, in compliance with local, state and federal laws.
11. Ownership and Copyright of Software
Title to the Software and all copies thereof remain with FinClusive and/or or its suppliers. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, SweetGig does not grant any express or implied right to you under SweetGig patents, copyrights, trademarks, or trade secret information. 12. Disclaimer
USE OF THIS SOFTWARE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. SWEETGIG EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, SWEETGIG MAKES NO WARRANTY OR GUARANTEE THAT THIS SOFTWARE OR APPLICATION WILL MEET YOUR REQUIREMENTS OR THE OPERATION OF THE SOFTWARE OR APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. INFORMATION (INCLUDING BUT NOT LIMITED TO INFORMATION RELATED TO ACCOUNT ACTIVITY, BALANCES, AND AVAILABILITY OF FUNDS) PROVIDED TO OR ACCESSIBLE BY YOU THROUGH THE SOFTWARE MAY CONTAIN OUT OF DATE, INACCURATE, OR INCORRECT INFORMATION. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.
YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES FROM THIS APPLICATION, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
14. Limitation of Liability
Provision of any Software under this Agreement is experimental and shall not create any obligation for SweetGig to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party.
SWEETGIG CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR INSTALLATION OR USE OF THE SOFTWARE AND DOCUMENTATION SHALL NOT EXCEED THE AMOUNT OF [$50.00]. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL SWEETGIG BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS APPLICATION OR ANY USE OF THIS APPLICATION, OR OF ANY OTHER APPLICATION, WEBSITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS APPLICATION, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF SWEETGIG IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. United States Government Restricted Rights
The Software is provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.
16. Governing Law and Choice of Forum
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this EULA shall be resolved in the federal or state courts situated within Newcastle County, Delaware. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.
17. Export Restrictions
You acknowledge that Software is of U. S. origin. Recipient agrees to comply with all applicable international and national laws that apply to the Software, including the U. S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
18. Severability; Entire Agreement
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 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. Any inconsistencies between this Agreement and any license agreement accompanying the Software will be governed by the license agreement accompanying the 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 SweetGig and You.