Beta Test Agreement

This Beta Test Agreement (“Agreement”) governs the disclosure of information by Vertexer, Inc. (“Vertexer," or "We," or the "Company") to you (the “Recipient” or "You") and Recipient’s use of Company’s Services during an ongoing Beta Test. By clicking "Accept" below, You are agreeing to the terms contained in this Agreement and in the Vertexer Terms of Service available on the Site. The terms of this Agreement will control to the extent of any conflict with the Vertexer Terms of Service.

  1. Definitions

    1. "Services" and "Service" mean all of the service and functionality made available through the Vertexer website (the "Site"), including any temporary beta test content and content that changes during or after the Beta Test
    2. "Beta Test" means the testing and adjustment of the Services, the Site, and related procedures, in which Recipient has agreed to participate. This agreement will continue only so long as Vertexer continues the Beta Test, subject to Recipient's continued obligations under Paragraph 8 below.
    3. "Support" means written or verbal communication, which may be provided to the Recipient by Vertexer in its discretion in connection with the Recipient's use of the Services.
  2. Recipient's Obligations

    During the Beta Test, Recipient agrees to adhere to the Vertexer Terms of Service and this Agreement, and to provide such feedback and comply with testing procedures as may be required by Vertexer, if any, in a timely manner. Recipient further agrees not to use or disclose to anyone any of Vertexer’s confidential information, which includes the Site, its Services, all code, and all related information and other intellectual property disclosed to or otherwise made available to Recipient by or on behalf of Vertexer or through the Site or the Services.

  3. Vertexer's Obligations

    Subject to the terms and conditions of this Agreement, Company grants Recipient a nonexclusive, nontransferable, revocable, limited license to use the Services for a period determined by the Company for the purpose of testing and evaluating the Service. The Recipient agrees that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right. The Recipient shall not make, have made, use or sell for any purpose any product or other item using, incorporating or deriving from the Vertexer Site, its Services, any Confidential Information, or any related information. The Recipient will not modify, reverse engineer, replicate, or create other works from the Site, its Services, any Confidential Information, or any related information.

  4. No Obligation to Support Services

    Vertexer is under no obligation to support its Site or Services as a whole or in any part in any way, or to provide any updates to You. In the event that Vertexer, in its sole discretion, supplies any updates to You, such update shall not create any obligations of future support and shall be subject to this Agreement.

  5. Disclaimer of warranty

    This Beta Test is a beta release offering and is not at the level of performance of a commercially available product offering. The Site and its Services may not operate correctly and may be substantially modified prior to commercial release, or at Company’s option may not be modified or released commercially.The site and its services, including all confidential information and all related documentation and materials, are provided “as is” without warranty of any kind, and company and its licensors disclaim all warranties, express, implied, or statutory, including without limitation any implied warranties of title, non-infringement of third party rights, merchantability, or fitness for a particular purpose, or arising from a course of dealing, usage, or trade practice. NO Oral or written advice or consultation given by company, its agents or employees will in any way give rise to a warranty.  The entire risk arising out of the use or performance of the service is assumed by and remains with recipient.

  6. Recipient agrees to hold harmless

    Recipient releases company and its licensors, and agrees that company and its licensors shall not be liable for, any loss of use, lost profit, cost of cover, loss of data, business interruption, or other damage, including any indirect, incidental, consequential, punitive, special, or exemplary damages, arising out of or related to the site, its services, the confidential information or this agreement, however caused and regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if such parties have been advised of the possibility of such damages. In no event will company’s aggregate cumulative liability for any claims arising out of or related to this agreement exceed $100.00 or the amount recipient actually paid company under this agreement (if any).

  7. Complete Agreement

    This Agreement, together with the Vertexer Terms of Service, is the complete agreement between the parties concerning the subject matter of this Agreement and replaces any prior oral or written agreements between the parties with respect to its subject matter. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, with respect to the subject matter of this Agreement which are not included in this Agreement. This Agreement may only be modified by a written document executed by the Company and the Recipient.

  8. Additional Terms

    The Recipient’s obligations under this Agreement survive any termination or expiration of this Agreement. This Agreement is governed by and must be construed in accordance with the laws of Michigan, excluding its principles of conflict of laws. The Recipient hereby agrees that breach of this Agreement will cause Company irreparable damage for which recovery of damages would be inadequate, and that the Company is entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. The Recipient will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.

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