Beta Program Agreement
Last updated Dec 17, 2019
- 1.Participation in the Uphold Beta Program
The purpose of the Uphold beta program (the “Beta Program”) is to make alpha, beta, seed, and other pre-release products, services and software, and related documentation, materials, and information (collectively, the “Pre-Release Products”), available to Beta Program participants from time to time for the purpose of providing Uphold with feedback on the quality and usability of the Pre-Release Products. 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 Uphold. You understand that your participation in the Beta Program does not obligate Uphold to provide you with a Pre-Release Product. Uphold reserves the right to modify the terms, conditions, and policies of the Beta Program from time to time, and to revoke your participation in the Beta Program at any time. If Uphold makes changes to the terms and conditions of this Agreement, then Uphold will present such revised terms and conditions to you on our website.
This Agreement is a binding contract between you and Uphold HQ Inc. (“Uphold”). In order to participate in the Beta Program, you must be an active Uphold user subject to the applicable Uphold User Agreement (“User Agreement”), as well as be in compliance with any other agreements related to the use of the Pre-Release Products (“Other Agreements”).
By participating in the Beta Program, you certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) 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.
- 2.Other Agreements
If the Pre-Release Product is accompanied by any Other Agreements, you agree to comply with such Other Agreements and that the terms and conditions of such Other Agreements, as well as your User Agreement, shall govern your use of the Pre-Release Product to the extent not inconsistent with this Agreement. Any inconsistencies between the provisions of the Other Agreements or your User Agreement and this Agreement shall be governed by this Agreement; provided that, if the Pre-Release Product is accompanied by a separate license in any related Other Agreement, you agree that the license accompanying such Pre-Release Product, shall govern instead of Section 3 of this Agreement.
- 3.License Grant and Restrictions
Subject to your compliance with this Agreement, Uphold hereby grants you a personal, limited license to use the Pre-Release Product 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 Pre-Release Product for any other purpose, or to disclose, reproduce, distribute, modify or create derivative works of the Pre-Release Product. You agree not to decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of any software related to the Pre-Release Product (except as and only to the extent the foregoing restrictions are prohibited by applicable law, or to the extent as may be permitted by licensing terms governing the use of open sourced components included with any such Pre-Release Product). Subject to the rights of any third party contained in the Pre-Release Product, you certify that the Pre-Release Product 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. Uphold retains ownership of all Pre-Release Products, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Uphold intellectual property.
There are no fees for your participation in the Beta Program under this Agreement, however you are responsible for all fees or costs associated with the use of the Pre-Release Product in accordance with the terms and conditions thereof stated in your User Agreement and any Other Agreements.
- 5.Term and Termination
Unless otherwise terminated as specified under this Agreement, your rights with respect to the Pre-Release Product will terminate upon the earlier of (a) the initial commercial release of a generally available version of the Pre-Release Product or (b) in accordance with the terms and conditions of your User Agreement or any Other Agreements. Uphold shall immediately terminate this Agreement and any rights with respect to the Pre-Release Product without notice in the event of improper disclosure of the Beta Program as specified under Section 7 below.
We reserve the right, in our sole discretion, to limit your use of the Pre-Release Product, including limiting or prohibiting specific types of transactions.
If you would like to discontinue the use of the Pre-Release Product or terminate this Agreement, you may do so by emailing [email protected].
The rights and obligations of the parties set forth in Sections 6, 7 and 8, and any applicable rights and obligations under your User Agreement or Other Agreements by their terms, shall survive termination or expiration of this Agreement for any reason.
- 6.Limitation on Liability
Provision of the Pre-Release Product under this Agreement is experimental and shall not create any obligation for Uphold or any third party to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop the Pre-Release Product. THE PRE-RELEASE PRODUCT IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL UPHOLD OR ANY THIRD PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRE-RELEASE PRODUCT, EVEN IF UPHOLD OR SUCH THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You acknowledge and agree that the existence and terms of the Pre-Release Product and the Beta Program are confidential information of Uphold and its third party providers. You agree not to disclose the existence of the Pre-Release Product or the Beta Program or make any comments regarding Pre-Release Product or any aspect of the Beta Program to any third party, including without limitation via social media, without the prior written approval of Uphold. You will maintain the confidentiality of the Pre-Release Product and the Beta Program with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. You will not be liable for the disclosure of any confidential information which is: (a) in the public domain other than by a breach of this Agreement on your part; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to you without any limitation on use or disclosure prior to its receipt from Uphold; or (d) generally made available to third parties by Uphold without restriction on disclosure.
You agree to report any flaws, errors or imperfections discovered in any aspect of the use of Pre-Release Product and Beta Program to [email protected]. You understand that prompt and accurate reporting is the purpose of the Beta Program and undertake to use reasonable efforts to provide reports on all aspects of the Pre-Release Product both positive and negative, subject to your confidentiality obligations in Section 7, including answering questions posed by Uphold employees involved in the Beta Program. You acknowledge that any improvements, modifications and changes arising from or in connection with your use of the Pre-Release Product, remain or become the exclusive property of Uphold.
Beta program participants agree that Uphold may collect usage, metrics and other statistics during the course of the program for collective analytical purposes and program modifications and enhancements. All other data collected pursuant to the Beta Program will be treated in accordance with our Privacy & Data Policy, which is incorporated by reference into this Agreement.
- 10.Other Matters
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement shall not be construed to waive rights that cannot be waived under applicable consumer protection laws or regulations. Unless otherwise agreed in writing, this Agreement sets forth the entire understanding and agreement between you and us as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and of every nature between and among you and us. This Agreement, and any rights, obligations and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without notice or restriction, including without limitation to any of our affiliates, parents or subsidiaries, or to any successor in interest. Any attempted transfer or assignment in violation hereof shall be null and void except that, subject to the limits herein, our agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. If any provision of this Agreement is held by a court to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible and any such finding shall not affect the enforceability of any other provision. You agree that the laws of the State of New York, without regard to principles of conflict of laws, govern this Agreement and any claim or dispute between you and us except to the extent governed by U.S. federal law. You consent and submit to the exclusive jurisdiction of the courts (state and federal) located in the State of New York, County of New York in connection with any dispute or controversy arising under or related to this Agreement or the subject matter hereof.
Please read and agree to our terms and conditions if you wish to participate in the Uphold Beta Program. You must be an active Uphold user.