IXCLOUD BETA AND PRE-RELEASE SERVICE AND SOFTWARE USAGE AND SUBSCRIPTION POLICY
THIS POLICY GOVERNS YOUR USE OF THE BETA AND PRE-RELEASE SERVICES AND SOFTWARE (DEFINED BELOW) PROVIDED BY NUMONIX.LLC (“IXCLOUD”), AND/OR ITS AFFILIATES (“IXCLOUD”). IF YOU ARE PARTICIPATING IN OR USING OUR BETA OR PRE-RELEASE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS POLICY.
IF YOU AGREE TO THESE POLICIES ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND THAT BUSINESS TO THIS POLICY, AND YOUR AGREEMENT TO THESE POLICY AND TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, “YOU” AND “YOUR” REFER HEREIN TO THAT BUSINESS.
IF YOU ARE UNWILLING TO AGREE TO THIS POLICY, OR YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND YOUR BUSINESS OR ORGANIZATION, DO NOT ACESS OR USE PRE-THE IXCLOUD BETA AND PRE-RELEASE SERVICES OR SOFTWARE.
“BETA and Pre-Release Services & Software” ( From now referred to IXCloud) means the pre-release version of the IXCloud service, software, technology identified on the solutions and page or landing page or invitation message (the “Cover Page”), whether labeled as alpha, beta, pre-release, preview or otherwise, provided to you by IXCloud under this Policy. Pre-Release Services & Software may include any enhancements, updates, upgrades, derivatives or bug fixes to such offers, product, service or technology and any documentation, add-ons, templates, as provided by IXCloud.
“Feedback” means all suggestions, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by you (whether in oral, electronic or written form) to IXCloud in connection with your use of the BETA and Pre-Release Service and Software. Feedback does not include Data, unless submitted or communicated by you to IXCloud as part of Feedback.
“Internal Purposes” means internal business use with your systems, networks, devices and data for the purposes of internal testing and evaluation of the Beta and Pre-Release Software in order to provide Feedback to IXCloud regarding the Offer or solution. Such use does not include use of your systems, networks or devices as part of services you provide for a third party’s benefit.
IXCLOUD SERVICE USAGE.
Subject to your compliance with the terms and conditions of this Policy, IXCloud grants you a non-exclusive, non-sublicensable, nontransferable, revocable, limited Subscription during the term of the Subscription to use a single instance solely Evaluation and Feedback Purposes.
Except as expressly authorized in this by IXCloud, you will not, and will not permit any third party to:
- access or use the IXCloud for any other purposes than the Internal Purposes (including for any competitive analysis, commercial, professional, or other for-profit purposes);
- copy the Service or Offers;
- modify, adapt, or create derivative works of the Services;
- rent, lease, loan, resell, transfer, sublicense or distribute the IXCloud to any third party;
- use or offer any functionality of the IXCloud on a service provider, service bureau, hosted, software as a service;
- decompile, disassemble or reverse-engineer the services or process or otherwise attempt to derive the service designs source code, algorithms, methods or techniques used or embodied in the service;
- disclose to any third party the results of any benchmark tests or other evaluation of the IXCloud, or
- remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the services;
- interfere with or disrupt Services connected to any website through which the IXCloud is provided; or
- use the IXCloud to collect or store personal data about any person or entity without permission.
Any consultant, contractor, or agent hired to perform services for you may operate the IXCloud on your behalf under these terms and conditions, provided that:
- you are responsible for ensuring that any such third party agrees to abide by and fully comply with the terms of this Policy on the same basis as applicable to you;
- such use is only in connection with you’re the stated Purposes;
- you remain fully liable for any and all acts or omissions by such third parties related to this Policy.
You agree to hold the IXCloud (including all intellectual property rights therein, such as any patents, inventions, copyrights, design rights, trade secrets and know-how) and any related information (“Confidential Information”), whether in oral or written form, confidential.
- Confidential Information may include information relating to features, functionalities, improvements, code, pricing, business strategies, product roadmaps, development plans, marketing materials, data sets or other proprietary third-party information. You will hold such Confidential Information in strict confidence and not use or disclose the Confidential Information, in whole or in part, except as expressly permitted in this Policy.
- You may disclose Confidential Information to your employees, but only to the extent they have a need to know to test IXCloud and you have advised them that such information is Confidential.
You shall have no obligation to maintain the confidentiality of any information which:
- is or becomes publicly available without breach of this Policy;
- is rightfully received by you from a third party without an obligation of confidentiality;
- has been approved for release by written authorization of the party that owns the Confidential Information.
You will notify immediately upon discovery of any unauthorized use or disclosure of Confidential Information
TERM AND TERMINATION.
This Policy will be effective from the earlier of
- date it is accepted by you and
- the date on which you first used the IXCloud (BETA and Pre-Release Service) and shall continue until terminated. This Subscription and Access may be terminated at any time by either party, with or without cause, effective upon notice of termination.
- This policy will terminate automatically upon the end of the BETA and Pre-Release Service Test as identified on the Service Page or upon commercial release (if any) of the Service, whichever is earlier.
- Upon termination, you will immediately cease all use of the Pre-Release Services and revoke any access given to representatives,
IXCloud, its suppliers and/or its licensors own all worldwide right, title and interest in and to the IXCloud Beta and Pre-Release Service, including all worldwide patent rights (including patent applications and disclosures); copyright rights (including copyrights, copyright registration and copy rights with respect to SaaS Services , software, software design, code, software architecture, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications and databases); moral rights; trade secrets and other rights with respect to confidential or proprietary information; and all rights under any Subscription or license or other arrangement with respect to the foregoing. Except as expressly stated in this Policy, IXCloud does not grant you any intellectual property rights in and to IXCloud.
IXCloud is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You acknowledge that the IXCloud and it’s is covered by Subscription and not sold.
IXCloud, in its sole discretion, may or may not respond to your Feedback or promise to address all your Feedback in the development of future features or functionalities of the IXCloud (BETA and Pre-Release Service) In the event IXCLOUD uses your Feedback, you grant IXCloud an unrestricted, perpetual, worldwide, exclusive, transferable, irrevocable, sublicensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, make, have made, distribute (through multiple tiers of distribution), publicly perform or display, import, export, sell, offer to sell, rent, or license copies of the Feedback as part of or in connection with any IXCloud product, service, technology, Service, content, material, specification or documentation. You warrant that the Feedback does not infringe any copyright or trade secret of any third party, and that you have no knowledge of any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by you).
You represent, warrant and agree that the Data and other materials you provide or make available to IXCloud will include only information relevant to the IXCloud (BETA and Pre-Release Service) and the use thereof and will not include any personally identifiable information or any protected health data.
You acknowledge and agree that you are solely responsible for all Data you upload or submit using the IXCloud and for your conduct while using IXCloud.
You acknowledge and agree that:
- you are responsible for protecting and backing up any Data;
- you are responsible for protecting the confidentiality of any Data; and
- under no circumstances will IXCloud be liable in any way for any Data, including, but not limited to, any errors or omissions in any Data, or any loss or damages or any kind incurred as a result of your use, deletion, modification, or correction of any Data. IXCloud has no responsibility to store, protect, remove or delete any Data for you and shall have no liability for the deletion of or failure to store any Data.
IXCloud IS PROVIDED “AS IS”. IXCLOUD DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE OR BY STATUTE OR IN LAW. IXCloud SPECIFICALLY DOES NOT WARRANT THAT THE BETA AND PRE-RELEASE SERVICE WILL MEET YOUR REQUIREMENTS, THE OPERATION OR OUTPUT OF THE PRE-RELEASE SOFTWARE WILL BE ERROR-FREE, ACCURATE, RELIABLE, COMPLETE OR UNINTERRUPTED.
- IXCloud is not obligated to support, update or upgrade the Pre-Release Software.
IXCloud has no obligations about any forward-looking statements made in connection with or in the course of providing the BETA and Pre-Release Software. Forward-looking statements are statements regarding future IXCLOUD events, product offerings, product performance, customer uses or the expected financial performance of IXCloud. Any such statements reflect current expectations and estimates based on factors currently known and that actual events or results could differ materially. IXCcloud does not assume any obligation to update any forward-looking statements made during the IXCloud (BETA and Pre-Release Service) projects or evaluations. You expressly acknowledge that the Beta and Pre-Release Services has not been fully tested and may contain defects or deficiencies which may not be corrected by IXCloud, that the Service may undergo significant changes prior to release of the corresponding generally available final version.
LIMITATION OF LIABILITY.
IN NO EVENT WILL IXCLOUD BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE. IXCloud BETA AND PRE-RELEASE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THIS THE USE OR PERFORMANCE OF IXCloud SERICES
IXCloud WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE SUBSCRIPTION AND ANY ASSOCIATED CESSATION OF THE IXCloud BETA and PRE-RELEASE SERVICE FUNCTIONS OR ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME FOR ANY REASON OR ANY DELETION, CORRUPTION OR DAMAGE OF DATA ON OR THROUGH THE PRE-RELEASE SERVICE. IXCLOUD ‘S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You will comply fully with all relevant export laws and regulations of the United States and any other country (“Export Laws”) where you use any of the IXCloud Software or Software.
You represent and warrant that you are not
- located in, or a resident or a national of, a restricted country; or
- (b) on any of the relevant U.S. Government Lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List. You further represent and warrant that you shall not export, re-export, ship, transfer IXCloud to any restricted countries or restricted end users or use the IXCloud in any restricted countries or for any purposes prohibited by the Export Laws.
This Policy is limited to the use of IXCloud BETA and Pre-Release Service and Confidential Information and as such, is separate from and shall have no effect on any other agreement you may have with IXCLOUD.
Updated April 16, 2020