This Beta Content License Agreement (“Agreement”), by and between phase2body, inc., a Delaware corporation (“Company”) and you (“Beta Customer”), is effective as of your first time of use of the Content (as described below). From time to time, Company and Beta Customer shall collectively be referred to herein as “parties,” and individually as “party.”
In consideration of the benefits to be derived by each, the parties agree to the following terms and conditions:
The Company offers a website that compiles data related to health, fitness, and medical records (“Website”). The Website accesses personal health information about users (“PHI”) Because the Company is testing the Website, the PHI you use as a Beta Customer while accessing the Website should not be real or true information. Beta Customer agrees that Beta Customer shall not use real or true PHI because the Website may or may not be secure.
Company grants to Beta Customer a non-exclusive, non-transferrable license to use the Company’s beta website, source code, features, content, functionality, usability, and software (“Content”), solely for beta testing and internal use until such time as the Company concludes the beta testing phase and deems the Content ready for commercial release, subject to the conditions below. During the term of this Agreement, Beta Customer shall not be subject to any license fee to use the Content. By using the Content, you signify that you have read and agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the Content.
In consideration for receiving access to the Content for testing, Beta Customer agrees to use the Content in its daily operations to test the Content’s functionality, performance, and reliability. Beta Customer agrees, upon request of the Company, to provide feedback about the features, performance, and reliability of the Content. Beta Customer further agrees that should its users provide ideas for improvements and enhancements to the Company and such ideas are adopted for use by the Company, Beta Customer shall hereby assign all rights in such ideas to the Company.
Beta Customer understands that, as a beta version, the Content contains “bugs” (also referred to as “issues”), the Content will likely cause delays in processing, and the Content will likely not operate correctly and may be either substantially modified prior to first commercial use, or withdrawn. Beta Customer understands the Content is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. The Content is provided “AS IS” without warranty of any kind. In no event shall the Company be liable (directly or indirectly) for any damages whatsoever arising out of the use of or inability to use the Content, even if the Company has been advised of the possibility of such damages. The entire risk arising out of the use or performance of the Content remains with Beta Customer.
Beta Customer agrees that the Content is the sole property of the Company until it is officially released and includes valuable trade secrets of the Company. Beta Customer agrees to treat the Content as confidential and will not, without the express written authorization of the Company, disclose any information about the Content, its design, performance, and specifications, its code, and the existence of the beta test and its results to anyone other than others performing the testing and who shall be subject to the non-disclosure restrictions contained herein this Agreement. Beta Customer agrees not to copy any portion of the Content or documentation, except to the extent necessary to provide beta testing, or to reverse engineer, decompile, disassemble, sell, sublicense, or market the Content.
The Content is not intended to and does not constitute medical or health advice. The Content is for information purposes only. Always seek the advice of a physician or healthcare provider. The accuracy, adequacy, or completeness of the Content is not guaranteed or warranted. Content may serve as a link to the communication between you and your healthcare provider; however, Company assumes no liability for the medical advice, accuracy of records, record keeping, or care furnished by your healthcare provider. Content should not be construed to recommend any healthcare findings, or endorse any test, treatment, or opinion. Content may contain certain healthcare data and information about Beta Customer. Beta Customer agrees to keep Beta Customer’s user name and password private and secure. Beta Customer agrees not to share Beta Customers account information, user name, or password with any other person that may be able to access Content.
Beta Customer agrees and understands that the Company may terminate this Agreement at any time, without notice, and upon termination of this Agreement, any license granted under this Agreement shall immediately terminate. Upon termination, in the event Beta Customer wishes to subscribe for, license, and use the officially released version of the Content, Beta Customer shall enter into a definitive software license and subscription agreement with Company.
Beta Customer agrees that this Agreement shall be governed, construed, and enforced in accordance with the laws of the United States of America and the state of Delaware. This Agreement constitutes the entire agreement between Beta Customer and Company regarding the Content. No modifications of this Agreement shall be valid unless made in writing signed by the parties. Beta Customer agrees to comply with all applicable state and federal laws governing the use of the Content.
Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement for any cause beyond its reasonable control including, without limitation, acts of God, fire or other disaster or telecommunications, power, or Internet failure. The occurrence of any such event shall toll the time period provided in this Agreement for performance by the affected party.
You represent and warrant that you are authorized user of Content.