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Beta Terms and Conditions
By accepting these terms and conditions or accessing the Beta Products described below you accept the terms and conditions herein (the “Beta Agreement”) as of the date of first access (the “Effective Date”), and confirm that you have read, understand, and intend to be bound as if you had signed the same in writing. If you are acting on behalf of a company or other legal entity, you represent and warrant that you have the authority to accept and agree to these terms and conditions for such company or other legal entity. If you do not have such authority, or if you do not accept the offer indicating your acceptance of these terms and conditions, you may not access the products, solutions and/or demonstration environments, or any related Illumio software, systems, platforms, or networks identified as “Beta” or referencing these terms (collectively, the “Beta Products”). This Beta Agreement is between the entity or individual entering into this agreement (“User”) and Illumio, Inc., a Delaware corporation (“Illumio”) and supplements the terms of the subscription agreement, including any amendments, addenda, and active order forms, currently in place between User and Illumio (collectively, the “Agreement”). In the event of a conflict between the terms of the Beta Agreement and the Agreement, this Beta Agreement will prevail with respect to the Beta Products.
1. License. Term and Termination. Illumio grants User a non-exclusive, non-transferable, license to access and use the Beta Products from the Effective Date for the duration specified by Illumio, or until otherwise terminated by User or Illumio (the “Term”). Notwithstanding anything to the contrary in the foregoing, User’s right to use a Beta Product will not extend beyond the date Illumio release a generally available version of such Beta Product (the “General Availability Product”). Upon any termination or expiration of this Agreement for any reason, all licenses granted to User in this Agreement and in all orders will: (i) terminate immediately and; (ii) User will immediately cease use of the Beta Products.
2. Transition from Beta to General Availability. For the avoidance of doubt, User’s use of a Beta Product does not obligate Illumio to progress to a General Availability Product and will only do so in Illumio’s sole discretion. Illumio will not be required to preserve User’s environment, data or configurations when moving from a Beta Product to a General Availability Product. Illumio may in its sole discretion, but will not be obligated to, implement mitigations for any of the items flagged for improvement or correction during the applicable period of a Beta Product; and Illumio will not be obligated to fix any bugs found in a Beta Product nor will Illumio be committed to develop any feature or functionality requests received from User. After the conclusion of the applicable period of a Beta Product, User must decommission and/or delete the Beta Product instances within ten (10) days.
3. Confidentiality; Proprietary Rights. User acknowledges and agrees that the engagement contemplated hereunder and all related business and technical details reasonably understood to be confidential are “Confidential Information”, and that Beta Products are proprietary products of Illumio, protected under intellectual property rights (including without limitation copyrights, patents, trade secrets, trademarks, etc.) and international treaties. User further acknowledges and agrees that all right, title and interest in and to Beta Products and any derivatives thereof are and shall remain with Illumio. All revisions, corrections, modifications, enhancements, updates or upgrades to Beta Products are and shall be owned solely by Illumio. In Illumio’s effort to continuously improve Illumio's Products and enhance the value proposition for User, Illumio may collect and process technical and related information in an anonymous and aggregated form about User’s use of the Beta Products to support and troubleshoot issues, provide updates, analyze trends and inform Illumio's professional services and related customer success teams in their support of User’s implementation.
4. Feedback. Illumio encourages User to provide feedback regarding improvements to the Beta Products (the “Feedback”) and User hereby grants Illumio a non-exclusive, worldwide, royalty-free, sublicensable, transferable, perpetual license to use, commercialize and distribute such Feedback without restriction.
5. Privacy. To the extent applicable, Illumio’s privacy supplemental terms will apply with respect to personal data processed in the Beta Products: https://www.illumio.com/eula#privacy
6. Support; No Warranty. User may report any issues or problems through email to [email protected]; provided however that use of Beta Products is not covered by standard Illumio Maintenance and Support Services for the General Availability Product, including, without limitation, response times. To the maximum extent permitted by applicable law, Beta Products are provided “as is” and “as available” without guaranteed maintenance and support services, indemnification, or warranty of any kind. Illumio hereby disclaims all warranties and conditions with respect to the Beta Products, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third-party rights. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to User.
7. Exclusion of Damages; Limitation of Liability. Under no circumstances will either party be liable for any indirect, incidental, consequential, special or exemplary damages, for loss of profits, use, revenue, or data or for business interruption (regardless of the legal theory for seeking such damages or other liability) arising out of or in connection with use of Beta Products, whether or not the applicable party has been advised of the possibility of such damages. In addition, notwithstanding anything to the contrary in the Agreement, Illumio’s maximum aggregate liability arising out of, or relating to, the Beta Products shall not exceed one thousand dollars US ($1,000 US).