Terms of Service for Beta Program

Welcome to the Zemely Beta Program

These Zemely Beta Program Terms (“Terms”) apply to and govern your participation in any or all of public or private beta programs (“Beta Program) and use of Zemely’s Beta Services (“Beta Services”). In order to participate in a Beta Program or use Beta Services, you must agree to these terms.

Section 1: Eligibility and participation
You may participate in a Beta Program and use Beta Services only upon request and approval by Zemely (“us” “Zemely” “us” or “we’), and/ or by invitation from us. Only Customers in good standing may participate in a Beta Program and use Beta Services, subject to the Zemely Terms of Service (the “Terms of Service”) and must remain so for the duration of these Terms. The Zemely Terms of Service (including the Zemely Privacy Policy, Zemely Acceptable Use Policy, and Product Privacy Policy) are incorporated by reference and will control for any provisions not addressed in these Terms. The Terms of Service continue to apply with regard to your use of the Zemely Services, participation in a Beta Program, and use of any Beta Services. In the event that you are no longer a customer of Zemely, your participation in the Beta Program and your use of all Beta Services will be terminated.

Section 2: The Online Terms
The online terms (defined below) and these Beta Product Testing Terms ("Testing Terms," together with the Online Terms and Product Terms (defined below), the "Applicable Terms") are made by and between the entity accepting these Testing Terms ("you") and Zemely, Inc. unless otherwise indicated below (as applicable, "we" or "us"), and are effective as of the date you first accept them (whether via an online click-through or a signed agreement or by using the Beta Product) (the "Effective Date").

Section 3: General Terms.
From time to time, we may test Zemely Products and make them available to you under these Testing Terms (each, the "Beta Product"). For purposes of these Testing Terms, Zemely Products also include website, software, features, services, APIs, and other products designed and developed for businesses. You agree that these Testing Terms are separate and independent agreements for each such Beta Product.

Section 4: Beta Test Participation
As the Beta Product is still in a testing phase, it is likely to contain errors. In addition to the disclaimers in the Online Terms, you agree that the Beta Product is provided "AS IS" and "AS AVAILABLE." You assume all risks and all costs associated with your use of the Beta services, including without limitation, any internet access fees, back-up expenses, costs incurred for the use of your device and peripherals, and any damage to any equipment, software, information or data. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta services. You understand and agree that we may change, withdraw, terminate your access to, testing of and/or use of, or discontinue the Beta Product (or any portion thereof) at any time and in our sole discretion, with or without notice to you. We reserve the right to make changes to these Terms from time to time and may or may not notify you in such an event. You understand and agree that if you use the Beta Services after the date on which the Terms have changed, we will treat your use as acceptance of the updated Terms.

Section 5: Feedback
The Beta Services are made available to you for the purposes of evaluation and feedback without any compensation or reimbursement of any kind from Zemely. You acknowledge the importance of communication between you and Zemely during your use of the Beta Services and agree to receive related correspondence and updates from us. In the event you request to opt out from such communications, your participation in the Beta Program will be terminated, and your use of the applicable Beta Services will likewise be discontinued. As part of using the Beta Services, you will be asked to provide feedback regarding your use of the Beta Services. You acknowledge that Zemely owns any feedback provided, and you hereby grant to us, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any of our products or services at any time at our sole discretion. If we chose to publish such feedback, we will either do so in a way that does not identify you or seek your consent in the event we do wish to identify you. We may also monitor how you use the Beta Services and use that information to improve the Beta Services or our other products and services.

Section 6: Confidentiality
"Confidential Information" means any and all information disclosed by us to you, or accessed or provided by you, relating to the Beta Product, including your use thereof, the relationship contemplated herein, feedback, and the Product Terms (defined below), except to the extent made public by us. You agree that you: (a) will not use any Confidential Information other than as necessary to use or test the Beta Product hereunder; (b) will maintain Confidential Information in strict confidence and will use the same degree of care to protect it as you use to protect your own confidential information, but in no circumstances less than reasonable care; and (c) will not disclose the Confidential Information to any person or entity other than those who need access to such Confidential Information to effect the intent of these Testing Terms and who are bound by written confidentiality obligations at least as protective as those set forth in this section; provided, however, that you will remain responsible for each such person's or entity's compliance with and breach of the confidentiality terms herein. You will not make any public announcements related to the Beta Product without our prior written approval, which we may grant or withhold in our sole discretion. This confidentiality provision supersedes any prior agreements between the parties solely with respect to Confidential Information hereunder.

Section 7: Product Terms
Product-specific terms and policies may also apply to your use of the Beta Product (the "Product Terms"). In such case, Product Terms will be made available to you (online or, prior to being made available online, as separately provided to you) and will also apply to your use of the Beta Product. For clarity, once we post Product Terms online (in the Platform Terms, in other supplemental terms, or otherwise), the online version of such Product Terms will supersede any prior versions provided to you. By continuing to access, test, or use the Beta Product after any modification to the applicable Product Terms, you agree to be bound by them.

Section 8: Intellectual Property
You agree that we own all legal rights, title and interest in and to the Beta Program and the Beta Services, including all intellectual property rights, and except for the license provided herein, no other rights or permissions to any of the HubSpot Services is granted.
Nothing herein gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Beta Services and/or any other aspect of HubSpot technology, except as permitted by us.

Section 9: Term
With respect to each Beta Product, the term of these Testing Terms will begin on the Effective Date and, unless terminated earlier in accordance with the Applicable Terms, will continue until the earlier of (i) the date specified by us in our sole discretion (after which you will cease use of such Beta Product), (ii) the date we (in our sole discretion) make such Beta Product generally publicly available (after which any permitted use is subject to our Online Terms and not these Testing Terms), or (iii) the date we discontinue such Beta Product. These Testing Terms, as applied to each Beta Product, may be terminated by either party: (a) with cause immediately upon written notice to the other party; or (b) without cause upon thirty (30) days' prior written notice to the other party.

Section 10: Compliance with Laws
Both parties agree to comply with all applicable local, state, national ,and foreign laws, rules, and regulations, including, but not limited to, all applicable import and export laws and regulations governing use, transmission and/or communication of content, in connection with their performance, participation, access and/or use of the Beta Services or Beta Program.

Section 11: Limitation of Liability and Indemnification
You agree that your use of the Beta Product is subject to: as applicable, our Zemely Terms, and all of our other applicable online terms and policies (collectively, the "Online Terms"); the Product Terms; and these Testing Terms. For clarity, these Testing Terms are supplemental terms under our Zemely Terms. To the extent these Testing Terms conflict with the Online Terms, these Testing Terms will govern with respect to your use of the Beta Product to the extent of the conflict. As between the parties, we retain exclusive ownership of the Beta Product. Notwithstanding the foregoing, the Online Terms (unmodified by these Testing Terms) continue to apply to your use of any Zemely Products other than the Beta Product even if use thereof is in connection with the Beta Product. Terms used but not defined herein have the meaning given in the Online Terms. The term "including" means including without limitation.
In no event shall Zemely or its affiliates be liable for any indirect, special, consequential and/or incidental loss, exemplary or other damages related to these terms and/or whether direct or indirect: (i) loss of data, (ii)loss of income, (iii) loss of opportunity, (iv) loss of profits, and (v) costs of recovery or any other damages, however caused and based on any theory or liability, and whether or not for breach of contract, tort (including negligence), violation of statute, or otherwise, and whether or not Zemely has been advised of the possibility of such damages. To the extent permitted by applicable law, Zemely's maxiumum liability hereunder is limited to USD $50.00. Some jurisdictions do not allow limitation or exclusion of liability for incidental or consequnetial damages, so some of the above limitations may not apply to you.

Section 12: Indemnification
You agree to hold harmless and indemnify Zemely, our affiliates and subsidiaries, officers, directors, agents, and employees from and against any third party claim arising from or in any way related to (i) your breach of the Terms, (ii) your use of the Beta Services and/or your participation in the Beta Program(s), or (iii) your violation of applicable laws, rules or regulations in connection with the Services.

Section 13: Disclaimer of warranties
You hereby acknowledge and agree that you raccess to, participation and/or use of the Beta Services are provided by Zemely is at your sole risk. To the extent permitted by applicable law, Zemely expressly disclaims all and you receive no warranties and conditions of any kind, whether express or implied, including, but not limited to, those of merchantability, satisfactory quality, title, fitness for a particular purpose and non-infringement. Zemely makes not warranty that any of the services will meet your requirements and/or that the services will be uninterrupted, timer or error-free, nor does Zemely make any warranty as to the results that may be obtained from the use of the services or the accuracy of any other information obtained through the services. You understand and agree that any material and/or that any material and/or data downloaded or otherwise obtained through the use of any of the services is done at your sole risk and that you will be solely responsible for any damage to your computer system and/or loss of data that results from the download of such material and/or data. No information or advice, whether oral or written, obtained by you from Zemely or through the Beta services shall create any warranty not expressly made herein. Some jurisdictions do not allow the exclusion of sertain warranties and conditions, so some of the above exclusions may not apply to you.

Survival Sections 2,3, 4,5,6, 7 8, 9, 10, 11, 12 and 13 will survive the expiration or termination of this Agreement.