About The Beta Participant Agreement
Congratulations on being selected to participate in an upcoming beta test! This Beta Participant Agreement is a legal document being executed between you and Lean Channel Management LLC. dba Etailytics (Etailytics) that outlines both your obligations and the company’s. It is important for you and Etailytics that you are comfortable with these terms. While it may not be exciting reading, you should read the entire agreement before you sign it. If you do not understand or agree to any part of the agreement, you should not sign this document and instead ask questions before completing it.
By signing this document, you are agreeing to all the provisions. Included in these terms is your agreement to:
- Actively use and evaluate the product or service being tested
- Provide the types of feedback requested and respond to questions
- Give Etailytics all rights to any feedback you submit
- Not disclose that you are participating in this test
- Not show the materials to others
- Not share copies, pictures, or videos of the test materials in any form
- Return or destroy the test materials if requested
Thank you! We look forward to your participation in the test.
If you have any questions please contact us at firstname.lastname@example.org
This Beta Participant Agreement (“Agreement”) is made and entered into between the assigned user of this system (“Participant”) and LEAN Channel Management LLC. dba Etailytics (“Vendor”), and is effective as of the date of acceptance by the Participant.
Participant is an individual or business that desires to participate in “beta testing”, which provides access to confidential materials or services currently in development by Vendor. Vendor wishes to obtain the benefit of Participant’s services and reports as a beta tester of Vendor’s materials or service. In consideration of the premises, and of the mutual covenants and conditions, the parties, agree to the following terms and conditions:
- Beta Test Material. Each material or service listed on Exhibit A and all electronic services, components, accessories, and documentation related to each such Beta Test Material and/or technology provided by Vendor including, but not limited to, specifications and other technical information, and all updates or revisions thereto, shall be referred to in the following provisions as the “Beta Test Material.” The parties hereto agree that Participant shall be a beta tester for those Beta Test Materials set forth on Exhibit A, as may be amended from time to time by Vendor.
Vendor hereby grants Participant a non-exclusive, non-transferable consent and license to use each Beta Test Material solely for the purpose of evaluating and testing the Beta Test Material for Vendor as described in Exhibit A. The Beta Test Material may not be publicly disclosed, sublicensed, sold, assigned, leased, loaned, or otherwise transferred by Participant to any third party for any reason.
- Vendor’s Obligations.
- Vendor will deliver the Beta Test Material to Participant at Vendor’s expense.
- Vendor will provide the support or warranty service for the Beta Test Material described in the Exhibit and no other support or services.
- Vendor has no obligation to develop or provide any updates or revisions to the Beta Test Material, and Vendor reserves the right to alter or adjust performance specifications for the Beta Test Material as it deems necessary or desirable.
- Vendor will provide the instructions, warnings or cautions concerning the Beta Test Material described or included in Exhibit A and no other.
- Vendor will download Participant’s data and reports from the Amazon Vendor Central web portal (Participant Data) as an agent of the Participant, following Amazon’s terms and conditions of use.
- Vendor will store the Participant Data from Vendor Central in original form in a Google Drive Folder for the period of the beta test. Vendor will provide access to the Google drive folder to Participant and Vendor’s employees, contractors, and agents as necessary for the period of the beta, and a reasonable time after completion of the beta so that Participant may download their stored data. THERE IS NO AGREEMENT TO PRESERVE PARTICIPANT DOWNLOADED REPORT DATA FROM THE BETA FOR MORE THAN 30 DAYS AFTER TERMINATION OF THE BETA IF THE PARTICIPANT DOES NOT SUBSCRIBE TO THE SERVICE. THERE IS NO AGREEMENT FROM THE VENDOR TO PROACTIVELY PROVIDE A BACKUP COPY OF DATA FROM THE BETA TEST MATERIAL OR ETAILYTICS DATABASE TO THE PARTICIPANT.
- Vendor will extract and translate the Participant Data into a database. Vendor will perform calculations and analysis for presentation of the Participant Data to the Participant
- Participant's Obligation
If Participant is a company or other entity, Participant shall designate to Vendor, in writing, an employee or representative who will serve as the single technical contact and who will be responsible for maintaining communication with the Vendor. In addition, the address, where Participant will test the Beta Test Material, will be given to Vendor in writing. If Participant changes either its technical contact person or address, it will promptly notify Vendor in writing of such change.
- Participant agrees to test and evaluate the Beta Test Material as requested and described in Exhibit A. Participant agrees to familiarize itself with the Beta Test Material information provided by Vendor and to only use or test the Beta Test Material as directed. Participant will notify Vendor of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Beta Test Material known to or discovered by Participant. In addition, Participant agrees to provide Vendor with such reports via the methods designated by Vendor and to promptly respond to any and all reasonable inquiries, questionnaires, surveys, and other test documents submitted to Participant by Vendor.
- Upon Vendor’s request for the return or destruction of any Beta Test Material, Participant agrees to return the Beta Test Material in good condition (taking into account reasonable wear and tear) to Vendor, or destroy the Beta Test Material within seven days of Participant’s receipt of Vendor’s specified request to do so. Any feedback, ideas, modifications, suggestions, improvements, and the like made by Participant with respect to the Beta Test Material (“Supportive Information”) will be the property of Vendor. Participant agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Supportive Information and the related intellectual property rights to Vendor and agrees to assist Vendor, at Vendor’s expense, in perfecting and enforcing such rights. Vendor may disclose or use Supportive Information for any purposes whatsoever without any obligation to Participant.
- Participant agrees to pay all incidental costs (such as, costs for Internet and phone services, accessories, cabling, etc.) associated with the testing of the Beta Test Material and incurred during Participant’s possession of the Beta Test Material, unless otherwise agreed to in writing by both parties and described in Exhibit A.
- Participant agrees to provide access to Amazon Vendor Central for the Vendor. Access will be in the form of a login credential using an email address designated by Vendor with the Vendor Central rights of “Admin.” Should participant revoke this permission at any time during the beta the act will be interpreted as the Participant choosing to cease participation in the beta.
- Participant agrees to create a login credential for Google docs using a designated email address and then a password known only to the participant. Participant shall inform Vendor of the email address used.
Proprietary Rights; No Right to Copy, Modify, or Disassemble.
- Participant acknowledges that as a beta tester, Participant may have access to, and Vendor may disclose to Participant, certain valuable information belonging to and relating to Vendor which Vendor considers confidential, including, but not limited to, information concerning the Beta Test Material, the Beta Test Material trademark(s) and trade name(s), computer programs, user manuals, sales and marketing plans, business plans, processes, customer lists, and other trade secrets (“Confidential Information”). Participant shall use the Confidential Information solely for testing purposes and, for a period of three (3) years from Participant’s receipt of the Confidential Information, shall not disclose, without Vendor’s written consent, such Confidential Information to third parties or use such Confidential Information for its own benefit or for the benefit of third parties.
- If Participant is a company or other entity, Participant shall disclose Confidential Information only to those of its employees who need to know such information for the purpose of the agreed-upon beta testing, and shall ensure that its employees observe the confidentiality obligations in this Section 5. Participant acknowledges that the Beta Test Material contains Confidential Information developed or acquired by Vendor and that all rights therein and in other Vendor Confidential Information remain in Vendor. Participant will not disclose that it is evaluating or testing or has evaluated or tested the Beta Test Material to any third party without Vendor’s prior written consent. In addition, Participant agrees to treat any communications and reports prepared under this Agreement, including, but not limited to, those prepared in accordance with Section 4.1, as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without Vendor’s prior written consent.
- This Agreement shall impose no obligation of confidentiality upon Participant with respect to any portion of the Confidential Information which: (i) now or hereafter, through no act or failure to act on Participant’s part, becomes generally known or available; (ii) is known to Participant at the time Participant receives same from Vendor as evidenced by written records; (iii) is hereafter furnished to Participant by a third party as a matter of right and without restriction on disclosure.
Disclaimer of Warranty. By its nature, the Beta Test Material may contain errors, bugs and other problems that could cause system failure and the testing and quality assurance of the Beta Test Material may not yet be completed. Because the Beta Test Material is subject to change, Vendor reserves the right to alter the Beta Test Material at any time, and any reliance on the Beta Test Material is at Participant’s own risk. PARTICIPANT ACCEPTS THE BETA TEST MATERIAL “AS IS.” Vendor MAKES NO WARRANTY OF ANY KIND REGARDING THE BETA TEST MATERIAL. Vendor HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS.
Term and Termination.
- The Beta Test Material provided by Vendor and all copies thereof, are proprietary to and the property of Vendor. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Beta Test Material are and will remain in Vendor and Participant shall have no such intellectual property rights in the Beta Test Material.
- Participant may not copy or reproduce,the Beta Test Material without Vendor’s prior written consent, except as reasonably needed to perform its obligations hereunder and subject to the following restrictions.
- Participant agrees to secure and protect the Beta Test Material in a manner consistent with the maintenance of Vendor’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.
- Participant shall not reverse engineer, alter, modify, disassemble or decompile, subvert security, attack through SQL injection or in any other way attempt to harm or compromise the Beta Test Material, or any part thereof, without Vendor’s prior written consent.
Limitation of Liability.
IN NO EVENT SHALL Vendor BE LIABLE TO PARTICIPANT OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE BETA TEST MATERIAL OR THE TRANSACTIONS CONTEMPLATED HEREIN.
Exporting Restrictions; United States Government Legends. Beta Test Materials, including Software, provided to Participant may be subject to United States Export Restrictions. Participant agrees not to export or re-export any Beta Test Material or accompanying documentation in violation of any applicable laws and regulations of the United States or the country in which Participant obtained them. The software, firmware or other parts of the Beta Test Material covered by this Agreement may contain strong data encryption code, which cannot be exported outside the United States or Canada. Participant agrees not to export or re-export, either physically or electronically, an encrypted Beta Test Material or accompanying documentation without obtaining written authorization from the U.S. Department of Commerce.
Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed
Assignment; Severability. Participant agrees not to assign any rights under this Agreement; any attempted assignment shall be null and void and shall result in the termination of this Agreement. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
Governing Law. This Agreement shall be governed by the laws of the State of Washington, excluding any such laws that might direct the application of the laws of another jurisdiction. The parties agree that the federal or state courts located in the County of King, Washington shall have exclusive jurisdiction to hear any dispute under this Agreement.
Entire Agreement. This Agreement and the Exhibits hereto, including any additional terms and conditions listed in Exhibit A for certain Beta Test Materials represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all prior agreements between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except by the written acceptance of both parties.
- The term of this Agreement shall begin on the date set forth above (or, if no date is given, then the date both parties accept this Agreement by written signature) and shall continue until terminated as set forth below. Upon termination of this Agreement for any reason, the three-year obligation to protect Confidential Information, as set forth in Section 5.1, shall survive such termination.
- This Agreement may be terminated at any time for any reason by either party giving ten days prior written notice to the other party, subject to Section 8.3 below. A particular Beta Test Material Agreement shall automatically terminate upon the general release to the public of the final product derived from the Beta Test Material by Vendor, or sooner upon ten days prior written notice by either party. The parties acknowledge that Vendor is under no obligation to release any final product or Beta Test Material to the public.
- Upon termination of this Agreement or a particular Beta Test Material Agreement, Participant agrees to (a) return the Beta Test Material and all copies thereof to Vendor, if requested by Vendor in writing to do so, within seven days after such termination, or (b) if requested by Vendor to do so, certify to Vendor in writing that the Beta Test Material and all copies thereof have been destroyed, or (c) purchase a license to the Beta Test Material as set forth in Section 4.3. The provisions of, and the obligations of the parties under, Sections 4.3, 4.4, 5, 6, 7, 8 and 9, and any other provisions that would normally survive, shall survive the termination of this Agreement.
- Upon termination of this Agreement or a particular Beta Test Material Agreement, Vendor agrees to maintain access to the Google Drive where Participant Data is stored for a period of 30 days for the purpose of Participant download and offline storage. Participant is responsible for this download during this period.