IN10.AI BETA AGREEMENT
This In10.ai Beta Agreement (“Agreement”) is entered into by and between
Bitvore Corp. a Delaware corporation (“Bitvore”), and the participant in the
beta program (“Customer”). This Agreement sets forth the terms and conditions
under which Bitvore agrees to provide, and Customer agrees to obtain, access
to the Bitvore technologies, online services described herein for use by
Customer for a period of 2 months (the “Term”).
BY ACCESSING OR USING THE SERVICE (AS DESCRIBED BELOW), CUSTOMER AGREES TO BE
BOUND BY THE TERMS OF THIS BETA AGREEMENT.
1. PROVISION OF BETA SERVICE. Bitvore has not yet released
a full production version of its hosted service available at https://in10.ai (the
“Service”), and the Service has not yet been tested
like other commercially released services or software that you may use.
Therefore, it is likely that the Service will contain errors, including errors
that may cause the Service, or your computer to malfunction. If you do not
wish to accept the risk of errors in the service, please do not use the
service. Bitvore hereby agrees to provide Customer with access to the Service
for Customer's non-production internal evaluation and testing purposes during
the Term specified above. Use of the Service involves access to data and
content that is subject to certain restrictions. Customer agrees that it will
not export any of the data or content made available to Customer through the
Service for use or consumption outside of the context in which it is presented
within the Service.
2. RESTRICTIONS AND CONDITIONS. Customer shall not, directly,
indirectly or through its employees and/or the services of independent contractors:
(a) attempt to sell, transfer, assign, rent, lend, lease, sublicense or otherwise
provide third parties rights to the Service; (b) "frame," "mirror,” copy or otherwise
enable third parties to use the Service (or any component thereof) as a service
bureau or other outsourced service; (c) knowingly allow access to the Service by
multiple individuals impersonating a single end user; (d) use the Service in a
manner that is deliberately designed to interfere with, degrade, or disrupt the
integrity or performance of any Bitvore technologies, services, systems or other
offerings, including data transmission, storage and backup; (e) use the Service
for the purpose of developing a product or service that competes with the Bitvore
products and services; (f) intentionally circumvent or disable any security features
or functionality associated with Service; (g) export, extract or copy any of the
data or content provided through the Service for use or display outside of the
Service; or (h) use the Service in any manner prohibited by law. All rights not
expressly granted to Customer are reserved by Bitvore, its suppliers and licensors.
3. CONFIDENTIALITY.
3.1 Confidentiality. Each party agrees that,
without the express consent of the other party, none of its employees or
agents will disclose to any third party any information or material that the
other party designates as confidential (including without limitation the
terms and conditions of this Agreement) unless such information or material
(a) is or becomes publicly known through no wrongful act of the receiving
party, (b) is received from a third party without restriction and without
breach of any confidentiality obligation to the other party, (c) is
independently developed by the receiving party, or (d) is required by law to
be disclosed (provided that the other party is given advance notice of, and
an opportunity to, contest any such requirement).
3.2 Customer Data. As between the parties,
Customer Data will be and remain the property of Customer, and will be
considered Customer's Confidential Information. Upon termination or
expiration of this Agreement Bitvore will make Customer's data stored on the
Service available to Customer for download for at least thirty (30) days. No
Customer Data may be sold, assigned, leased or otherwise disposed of to
third parties or commercially exploited by or on behalf of Bitvore, except
that Bitvore may use Customer Data to train machine learning models for use
by Bitvore for its own business purposes. These resulting machine learning
models are owned by Bitvore and may be used or commercialized by Bitvore
without restriction, but will not be reversable back to the Customer Data or
be capable of identifying Customer as the source of the applicable training
data.
4. FEEDBACK. Customer may submit comments or ideas about
the Service, including without limitation about how to improve the Service (“Feedback”).
By submitting any Feedback, Customer agrees that its disclosure is gratuitous,
unsolicited and without restriction and will not place Bitvore under any fiduciary
or other obligation, and that Bitvore is free to use the Feedback without any additional
compensation to Customer, and/or to disclose the Feedback on a non-confidential
basis or otherwise to anyone. Customer further acknowledges that, by acceptance
of Customer's submission, Bitvore does not waive any rights to use similar or related
ideas previously known to Bitvore, or developed by its employees, or obtained from
sources other than Customer.
5. TERM AND TERMINATION.
5.1 Term. The term of this Agreement will
begin on the Effective Date and shall continue thereafter until the end of
the Term unless terminated earlier. For the purpose of this Agreement, the
“Effective Date” will be earlier of the date in which Customer accepted
these terms or the first date in which Customer has accessed the Service.
5.2 Termination. Either party may terminate
this Agreement at any time upon five (5) days written notice to the other.
5.3 Effect of Termination. Upon expiration or
termination for any reason, Customer shall discontinue all use of the
Service.
6. DISCLAIMER OF WARRANTIES.
6.1 Mutual Warranties. Each party represents
and warrants to the other that it is duly authorized to execute this
Agreement and perform the obligations set forth herein.
6.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH
HEREIN, THE SERVICE AND ANY TRAINING, INSTRUCTION AND SUPPORT OR OTHER
SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, “SERVICES”) ARE PROVIDED STRICTLY ON AN "AS IS" BASIS. ALL
CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY
OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR SATISFACTORY
RESULTS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW BY BITVORE, ITS SUPPLIERS AND ITS LICENSORS.
6.3 CUSTOMER ACKNOWLEDGES AND AGREES THAT SERVICE MAY BE SUBJECT TO
INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF
INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS. BITVORE IS NOT
RESPONSIBLE FOR ANY SUCH DELAYS, DELIVERY FAILURES, OR ANY OTHER DAMAGE
RESULTING FROM EVENTS BEYOND BITVORE'S REASONABLE CONTROL, WITHOUT REGARD TO
WHETHER SUCH EVENTS ARE REASONABLY FORESEEABLE BY BITVORE.
6.4 Limitation. ALL CLAIMS BY CUSTOMER
ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE ACTUAL
DIRECT DAMAGES INCURRED BY CUSTOMER, UP TO THE AGGREGATE AMOUNTS PAID BY
CUSTOMER AND RECEIVED BY BITVORE HEREUNDER DURING THE TWELVE MONTHS
IMMEDIATELY PRECEEDING THE APPLICABLE CLAIM. THE EXISTENCE OF MULTIPLE
CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR
EXTEND THIS LIMITATION OF DAMAGES. CUSTOMER HEREBY RELEASES BITVORE, ITS
SUPPLIERS AND LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS
IN EXCESS OF THIS LIMITATION. THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR
LIMIT CUSTOMER'S ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR
BREACH OF THIS AGREEMENT.
6.5 Exclusion of Certain Damages and Limitations of Types of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL,
INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE
ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE
OF OR INABILITY TO USE THE SERVICE. THE FOREGOING EXCLUSION AND LIMITATIONS
APPLY EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
AND IN THE CASE OF STRICT OR PRODUCT LIABILITY.
6.6 Interpretation. The limitations in sections 6.3 and 6.4 are independent
of each other. The limitation of damages set forth in section 6.3 shall
survive any failure of essential purpose of the limited remedy in section
6.4.
7. GENERAL. This Agreement shall be governed by California
law and controlling United States federal law, without regard to the choice or
conflicts of law provisions of any jurisdiction to the contrary. This Agreement
may not be transferred or assigned by either party, including by operation of law,
except that either may assign in connection with a merger, acquisition or sale
of all or substantially all of the assets related to this Agreement, without the
prior written consent of the other. No joint venture, partnership, employment,
agency or exclusive relationship exists between the parties as a result of this
Agreement or use of the Service. The failure of Bitvore to enforce any right or
provision in this Agreement shall not constitute a waiver of such right or provision.
All confidentiality obligations, disclaimers, limitations, payment obligations
and restrictions of warranty shall survive termination of this Agreement, as well
as the provisions of this "General" section shall survive termination of this Agreement.
If any part of this Agreement is found to be illegal, unenforceable, or invalid,
either party may immediately terminate, except for those provisions noted above
which will continue in full force and effect. This Agreement comprises the entire
agreement between Customer and Bitvore and supersedes all prior or contemporaneous
negotiations, discussions or agreements, whether written or oral, between the parties
regarding the subject matter contained herein