Beta Test Agreement
This Beta Test Agreement (the “Beta Agreement”) including any policies referenced via URLs, which are incorporated herein by reference, governs the provision of Cority’s beta software and is between Cority Software Inc. or its affiliate (“Cority”) and the client collectively identified on an order form (“Client”). If the order form is between an affiliate of Cority and Client, all references to “Cority” in this Beta Agreement will refer to the Cority Affiliate.
1. Purpose
1.1 The purpose of this Beta Agreement is to outline the terms and conditions under which Cority will provide the Beta Tester with access to its software for beta testing and evaluation purposes.
2. Beta Software
2.1 Cority will provide Beta Tester with access to the software set forth in the order form (the “Beta Software”).
3. Beta Tester Obligations
3.1 The Beta Tester agrees to:
(a) Use the Beta Software solely for the purpose of beta testing and evaluation.
(b) Provide timely and constructive feedback, including bug reports, feature suggestions, and performance evaluations (“Feedback”). Client grants Cority a perpetual, irrevocable, worldwide, royalty-free license to use, modify, incorporate, or otherwise utilize the Feedback for any purpose related to the development, improvement, and commercialization of the Beta Software.
(c) Only input dummy data into the Beta Software.
(d) Not copy, distribute, reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Beta Software, in whole or in part.
(e) Not use the Beta Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
4. License
4.1 License. Subject to the terms and conditions of this Beta Agreement, Cority hereby grants Beta Tester a worldwide, non-transferable, non-exclusive license to use the Beta Software for beta testing purposes. Beta Tester grants Cority a license to process Beta Tester data for the purposes of providing access to and use of the Beta Software.
4.2 Ownership. Title to and ownership of the Beta Software and Feedback will belong to Cority. Except for the express licenses granted herein, no rights or licenses shall be deemed granted by implication, estoppel, or otherwise.
5. Beta Test Period and Termination
5.1 Beta Test Period. The Beta test period is the initial term of the order form.
5.2 Termination for Convenience. Either party may terminate the beta test order form for convenience by transmitting a written notice of termination to the other party via email. The termination will take effect upon receipt thereof.
5.3 Effect of Termination. Unless the Beta Tester purchases a license to use the Beta Software on or prior to termination of this Beta Agreement, the rights and licenses granted to Beta Tester under this Beta Agreement and access to the Beta Software will terminate. Cority will delete any Beta Tester data stored using the Beta Software.
6. Warranty Disclaimer
6.1 CORITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, OR ANY OTHER GUARANTEE WITH RESPECT TO THE USE OF THE BETA SOFTWARE. CORITY PROVIDES THE BETA SOFTWARE ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” CORITY DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM, OR PROCESSED BY, THE BETA SOFTWARE.
6.2 TO THE EXTENT PERMITTED BY LAW, CORITY EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND DATA ACCURACY.
7. AI
7.1 Client acknowledges that the Beta Software may integrate AI functionality offered by third-party software.
7.2 By accessing and/or using any AI functionality, Client accepts the terms and conditions set forth in Cority’s AI Policy available online via the Cority legal center at https://www.cority.com/legal-center/ai-policy/, which is incorporated herein by reference and which may be updated from time to time.
8. Confidentiality
8.1 Cority may, during the Beta Test Period, disclose to Beta Tester certain information regarding the Beta Software, business, products, or services of Cority and its suppliers, including technical, marketing, financial, business, planning, and other confidential or proprietary information, including information that the Beta Tester knew or should have known, under the circumstances, was considered confidential or proprietary by Cority (“Confidential Information”).
8.2 The Beta Tester agrees to keep confidential and to not disclose to any third party any Confidential Information.
9. Limitation of Liability
9.1 IN NO EVENT SHALL CORITY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE BETA SOFTWARE INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE AGGREGATE LIABILITY OF CORITY AND ITS AFFILIATES AND LICENSORS UNDER THIS BETA AGREEMENT SHALL NOT EXCEED CA$1,000. THE FOREGOING LIMITATIONS OF LIABILITY APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Updates
10.1 Cority may, from time to time, update the terms and conditions in the Beta Agreement, and in any document incorporated herein by reference. By continuing to use the Beta Software, Client agrees to such updated terms and conditions.
11. Export Compliance
11.1 Client will strictly comply with all applicable export laws and regulations (including sanction lists) and has the responsibility to obtain any licenses or approvals required to export, re-export, transfer, or import the Software and/or Third-Party Software and to use or make such accessible in accordance with applicable export control laws.
12. Governing Law and Forum
12.1 The Beta Agreement shall be governed by and interpreted in accordance with the laws of the province of Ontario, Canada, excluding its conflicts of law provisions, and by the courts of that province.