inFlow Beta Product Terms

These Beta Product Terms of Use (“Beta Terms“) are incorporated into Archon System Inc.’s (“Archon“) Software as a Service agreement in respect of its inFlow® products and services (the “SaaS Agreement“), and any other existing and currently valid agreement between Archon and you (collectively the “Applicable Terms“). These Beta Terms govern your use of certain of Archon’s products, services and features that are under development, including, (i) pre-release software, pre-release services, experimental, pilot, limited release, in development, or early access, and (ii) related documentation, materials, (“Beta Products“). Capitalized terms used in these Beta Terms that are not defined in it, shall have the meanings associated with them in the Applicable Terms.

You should carefully review these Beta Terms and the release notes and other information disclosed to you in respect of the particular Beta Product you are considering using prior to installing or using any Beta Product.

BY ACCESSING OR USING ANY BETA PRODUCT YOU (I) ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THESE BETA TERMS; AND (II) AGREE THAT YOU ARE LEGALLY BOUND BY THESE BETA TERMS.

Archon reserves the right to modify these Beta Terms at any time without notice, and to revoke your use of a Beta Product at any time.

1. License

   1. As detailed in the Intellectual Property Rights section of the SaaS Agreement, Archon or its licensors own all Intellectual Property Rights in the Beta Products and everything related to them.
   2. Archon hereby grants to Customer a non-exclusive, revocable, non-transferable right and license, without the right to grant sublicenses, to use and permit Customer’s Authorized Users to use (unless a specific Beta Product is provided for use by a restricted sub-group of Authorized Users) the specified Beta Product for a limited period of time as solely determined by Archon (the “Beta Period“) in accordance with the terms and conditions of these Beta Terms.
   3. You will not use the Beta Product for any purpose other than evaluating and testing such Beta Product. The Beta Period may be extended or ended earlier at the sole discretion of Archon. Upon expiration or earlier termination of the Beta Period, you shall immediately discontinue use of the Beta Product. You may opt out of using a Beta Product at any time, but any use or access to such Beta Product will continue to be subject to these Beta Terms.

2. Collection and Use of Data

   1. The purpose of providing access to and use of Archon’s Beta Product is to help Archon improve its products and services. You acknowledge that we will be collecting, using, storing, transmitting, processing and analyzing (collectively, “Collect“) queries and responses, diagnostic, technical, metadata, and usage logs and information from your use of the Beta Products to assess and improve Archon’s products and services and to create new software, services, products or documentation. In addition, any feedback that you provide to Archon regarding a specific Beta Product is welcome.
   2. By accessing and/or using any Beta Product, you acknowledge and agree that Archon, its sublicensors and its subcontractors have your permission — and, where necessary, the permission of each Authorized User — to Collect any and all such information and use it as set forth above.

3. No Support; Limitations on Beta Product Output Useability

   1. Archon has no obligation to provide any support, maintenance, upgrades, modifications, or new releases (“Support“) of any Beta Product. If, at Archon’s sole option, any Support is provided, it will be provided in addition to your regular Support Services, and will be available exclusively during the Beta Period. You agree to abide by any rules and policies that Archon provides to you in respect of such Support.
   2. You acknowledge that Archon has no express or implied obligation to announce or make available a commercial version of any Beta Product 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 Beta Product licensed under these Beta Terms. Therefore, any data that you generate with a Beta Product may not be accessible after the Beta Period or usable with a commercial release if Archon, in its sole discretion, opts to make a commercial release.

4. Liability & Limitations

   1. The Beta Products are provided to the Customer on an “as is” basis and Archon does not guarantee or warrant that the Beta Products will be error-free, uninterrupted or suitable for the Customer’s purposes. Without limiting the foregoing, to the fullest extent permitted by law, no representations, warranties or conditions, whether express or implied, statutory or otherwise, including the implied warranties or conditions of merchantability, merchantable quality, originality, fitness for a particular purpose, and non-infringement, are provided.
   2. Customer acknowledges that Beta Products can be more prone to bugs, errors, and/or performance issues and may have incomplete features. Accordingly,
      1. notwithstanding anything to the contrary in Section 15.4 of the SaaS Agreement but subject to Sections 15.1, 15.2, 15.5, 15.6 and 15.7 of the SaaS Agreement: Archon’s aggregate liability (whether in contract, tort — including negligence — or otherwise) in respect of all losses arising under or in connection with these Beta Terms and the Beta Products shall not exceed US$100 (one hundred dollars of the United States of America); and
      2. notwithstanding anything to the contrary in Section 15.6 of the SaaS Agreement, and subject to Section 15.7, Archon’s aggregate liability in respect of matters addressed in Section 15.6 of the SaaS Agreement will be limited to one times the total amount of fees the Customer has paid to Archon during the one (1) year preceding the event giving rise to the liability in respect of the Beta Terms and/or the Beta Products.
   3. Notwithstanding anything to the contrary in the Applicable Terms, Archon will have no obligation to indemnify you for any reason in connection with the Beta Products.
   4. Customer agrees that the other provisions of Section 15 of the SaaS Agreement shall be applicable, unamended by these Beta Terms, and that the above limitations are reasonable.

5. Priority in the Event of Conflict

   1. In the event of a conflict between provisions within the Applicable Terms and these Beta Terms, the Beta Terms will take precedence as it relates to your access to and use of the Beta Products. Except for the express terms stated herein, the Applicable Terms and the SaaS Agreement shall continue to remain in full force and effect.