Beta Product Testing Terms

Introduction

The Terms (defined below) and these Beta Product Testing Terms ("Beta Terms") are made by and between the entity accepting these Beta Terms ("You") and Outreach Corporation (as applicable "We" or "Us" or “Outreach”), and are effective as of the date You accept them (whether via an online click-through, a signed agreement, or by using the Beta Product) (the "Effective Date"). 

1. GENERAL TERMS

From time to time, We may test new products and make them available to You upon sign-up for the Outreach Beta Product and acceptance for these Beta Terms (each, the "Beta Product"). You agree that these Beta Terms are separate and independent agreements for each such Beta Product. 

2. BETA TEST PARTICIPATION

The Beta Product is still in a testing phase that is not for production use (for the Beta Product features) or supported, and likely to contain bugs or errors. In addition to the disclaimers in these Beta Terms, You agree that the Beta Product is provided "AS IS" and "AS AVAILABLE." You understand and agree that We may change, withdraw, terminate Your access to, testing of and/or use of, or discontinue the Beta Product (or any portion thereof) at any time and in our sole discretion. Outreach may collect, use and analyze information and data from Your use of the Beta Product for purposes of improving and enhancing the quality and nature of the Beta Product and Services, and to market or publish aggregated and anonymized general information and statistics. Outreach may also share any data related to Your use of the Beta Product and that you use in connection with the Beta Product with subprocessors (including the processors on the Outreach subprocessor list at https://www.outreach.io/sub-processors) to provide the Beta Product and Services, and to improve and enhance the quality of the Beta Product and Services. Additionally, Outreach may collect data from Your public facing website to improve and enhance the quality of the services. During the term of these Beta Terms, You will use commercially reasonable efforts to provide suggestions, comments or ideas and report issues or problems related to Your use of the Beta Product (collectively, "Feedback") by email, forums, or through Outreach representatives to us in a timely basis or as otherwise agreed between the parties in writing (email will suffice). You agree not to disclose Feedback to any third party, and that We (or others We authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner any Feedback: without any obligation to You, without restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to You or any third party. In addition to Feedback, You may also be asked to: provide a testimonial or quote to be made publicly available; participate in a case study which may be disseminated per Outreach’s discretion; or participate in webinars or customer summits. The Beta Product may not work without You: (i) contracting with and obtaining data from a data provider that Outreach has allowed to integrate with the Outreach Services (a “Third Party Data Provider”); and (ii) ingesting the data from the Third Party Data Provider to the Outreach Services you purchased (“Third Party Data”). Third Party Data Providers are not subcontractors, subprocessors, agents, or affiliates of Outreach, and Outreach does not endorse or accept responsibility for Third Party Data Providers or Third Party Data.  If Third Party Data includes personal data (as defined by Applicable Data Protection Laws), You agree that as between You and Us, You are solely responsible for obtaining all required rights, consents, and permissions to obtain, use, and otherwise process that personal data, including without limitation in connection with the Services or Beta Product.   

3. CONFIDENTIALITY

"Confidential Information" means any and all information disclosed by us to You, or accessed or provided by You, relating to the Beta Product, including Your use thereof, the relationship contemplated herein, Feedback, and the Terms (defined below), except to the extent made public by us. You agree that You: (a) will not use any Confidential Information other than as necessary to use or test the Beta Product hereunder; (b) will maintain Confidential Information in strict confidence and will use the same degree of care to protect it as You use to protect Your own confidential information, but in no circumstances less than reasonable care; and (c) will not disclose the Confidential Information to any person or entity other than those who need access to such Confidential Information to effect the intent of these Beta Terms and who are bound by written confidentiality obligations at least as protective as those set forth in this section; provided, however, that You will remain responsible for each such person's or entity's compliance with and breach of the confidentiality terms herein. You will not make any public announcements related to the Beta Product without our prior written approval, which We may grant or withhold in our sole discretion. This confidentiality provision supersedes any prior agreements between the parties solely with respect to Confidential Information hereunder. 

4. GRANT OF LICENSE TO TEST

Subject to the terms and conditions of this Agreement, Outreach hereby grants You a nonexclusive, nontransferable and revocable license to use the Beta Product. Your license will be valid only during the time that You are an active participant in any Beta Product test solely for the purposes of testing and evaluating the Beta Product to assist Outreach in the completion of its development, and not for any commercial purpose or use. You agree not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which are provided to You hereunder. 

5. DISCLAIMER OF WARRANTIES

You acknowledge and agree that: (a) the Beta Product is not complete in development and has not been commercially released for sale by Outreach during the beta program; (b) the Beta Product is provided in a production environment within the Outreach Services You purchased and may have an adverse impact on the Services (c) the Beta Product may not be fully functional, and it is expected that it will contain errors, design flaws or other problems, including problems that may adversely impact the operation of the Services or Third Party Products You use, and Your products used in connection with the Services or Beta Product; (c) the Beta Product may not be reliable; (d) the Beta Product and its use may result in unexpected results, loss of data, data modification, delayed uptime, Service interruption, or other unpredictable damage or loss to You; (e) Outreach is under no obligation to release a commercial version of the Beta Product; (f); Outreach has the right to unilaterally abandon development of the Beta Product at any time and without any obligation or liability to You or any third party; (g) Outreach has no responsibility or liability for the Third Party Data Provider or Third Party Data, including without limitation for any actions or consequences that the Third Party Data Provider or Your use or of the Third Party Data with the Services or otherwise cause. You further acknowledge that You have paid no consideration to Outreach for the Beta Product hereunder, and that THE BETA PRODUCT IS BEING SUPPLIED TO YOU "AS IS". OUTREACH MAKES NO WARRANTIES REGARDING THE BETA PRODUCT, THIRD PARTY DATA PROVIDER, OR THIRD PARTY DATA, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SECURITY, AND NON-INFRINGEMENT. 

6. TERM

With respect to each Beta Product, the term of these Beta Terms will begin on the Effective Date and will continue until the end of the testing of such Beta Product, which occurs on the earlier of (i) the date specified by us in our sole discretion or otherwise agreed to between the parties in writing (unless earlier terminated, after which You will cease use of such Beta Product), or (ii) the date We (in our sole discretion) make such Beta Product generally publicly available (after which any permitted use is subject to our Terms and not these Beta Terms). These Beta Terms as applied to each Beta Product may be terminated by either party: (a) with cause immediately upon written notice to the other party; or (b) without cause upon thirty (30) days' prior written notice to the other party. Sections 2, 3, 5, 7 and 9 of these Beta Terms and the provisions of the Terms, will survive any termination or expiration of these Beta Terms. 

7. INDEMNIFICATION

You will indemnify, defend, and hold Us and our affiliates, employees, officers, directors, agents, successors and assigns, harmless at your own expense, against any and all third party claims, demands, lawsuits, and liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Your use of the Beta Product; (ii) the Third Party Data including your use of the Third Party Data; (iii) disputes, claims, or breaches of licenses, agreements or commitments between You and Third Party Data Provider; and (iv) your use of the Beta Product in any way contrary to these Beta Terms. 

8. PRICING

When generally available, the Beta Product may be a paid offering. For customers accepted to the beta program, the Beta Product will be free for the duration of the official beta program. You will receive more information about pricing before the end of the beta program. 

9. MISCELLANEOUS

You agree that Your use of the Beta Product is subject to our Terms of Service which can be found at www.outreach.io/terms (or subject to a separately executed Master Services Agreement, as applicable), and all of our other applicable supplemental terms (collectively, the "Terms") and these Beta Terms. These Beta Terms are supplemental terms to any other Terms that are agreed to between You and Outreach (as applicable). For clarity, to the extent the Beta Terms conflict with the Terms (as applicable), the Beta Terms will govern with respect to Your use of the Beta Product to the extent of the conflict. These Beta Terms, together with the Terms, constitute the entire and exclusive agreement between You and Outreach with respect to the Beta Product, and supersede and replace any statements, commitments, or agreements regarding the Beta Product. As between the parties, We retain exclusive ownership of the Beta Product. Notwithstanding the foregoing, the Terms (unmodified by these Beta Terms) continue to apply to Your use of any Outreach products or Services other than the Beta Product even if use thereof is in connection with the Beta Product. Any terms used but not defined herein have the meaning given in the Terms. The term "including" means including without limitation. Notwithstanding (and in further limitation of) the liability cap in the Terms, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ACCESS TO, TESTING OF OR USE OF THE BETA PRODUCT OR THESE BETA TERMS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). We may make changes to the Beta Terms and by continuing to access or use the Beta Product after any update to the Beta Terms, You agree to be bound by them. These Beta Terms and any updated Beta Terms can be found at www.outreach.io/beta-terms.