BETA TESTING AGREEMENT
This Agreement presents the terms and conditions for customers participating in an Infusionsoft (our formal name: InfusionSoftware, Inc., although we will be less formal here and use “we” or “us” for Infusionsoft at times) beta testing program. This Agreement is effective on the date the Customer (or, “you”) (see, less formal feels nice, right?) listed below accepts it, which you (the Customer) can do by e-signing. The Customer should be a business entity, not an individual (if you don’t have a business entity, but you’re running a business, you should get one! Not legal advice here, this is life advice). Also, you must be eligible for the beta program we’ve designed.
Under this Agreement, you will agree to help test Infusionsoft prototype products, services (including Software as a Service, or SaaS, offerings) or features (any and all of which we’ll call Test Software) that are not generally available for distribution, which Infusionsoft will make available to you, and to help keep Infusionsoft aware of the test results.
1. License: During the Test Period defined below, and subject to everything else in this Agreement, Infusionsoft gives you a limited, temporary, non-exclusive and non-transferable license to access and use the Test Software. Because the Test Software is a prototype version only and is not error- or bug-free, you agree to use the Test Software carefully and to be sure not to risk the loss of your data or intellectual property, or someone else’s. Infusionsoft can withdraw the Test Software from testing or disable it at any time, and we might never release it as a commercial product. Other than what’s stated here, we aren’t giving you any rights in or regarding the Test Software.
2. Customer Obligations: You agree to test the Test Software under normal, expected operating conditions during the Test Period. Infusionsoft may access the Test Software for inspection, modifications and maintenance as needed. We ask that you tell us ASAP about any defects, errors or other problems in the Test Software. You may access the support links in the Test Software to share your ideas, feedback, suggestions, requests, questions, comments, and results of your evaluation of the Test Software (Feedback). You agree that your Feedback will become our property, automagically (cool word, eh?), and, if that means you have to sign something to admit that we own it, since you’re so super nice you’ll do that for us without making us ask using the old “pretty please with a cherry on top” approach (although we admit, it IS effective).
Before you read further, the lawyers wanted us to tell you that everything after this point in the Agreement will continue in effect even after the agreement ends. Kooky but true.
3. Test Period; Term and Termination: The testing period will start on the date you accept this Agreement and end when it terminates – read on to see when that is (we’ll call that the Test Period) (kind of a no-brainer, we know). This Agreement will terminate when the first of these possibilities happens:
- Infusionsoft informs you that the Test Period is ending
- Infusionsoft asks you to stop using the Test Software (see Section 4)
- Either of us terminates by giving the other party written notice of termination:
- By confirmed email, or
- Infusionsoft sends you a message through the Test Software, or
- Customer disables the Test Software
- A giant asteroid wipes out humanity
Note: The three termination methods above can be used by us at any time and for any reason, with or without cause, and without penalty or compensation, unless something else in this Agreement specifically says otherwise. The asteroid, frankly, is out of our hands.
No matter what else this Agreement says, Infusionsoft can suspend your access to the Test Software whenever we want to. We aren’t being jerks; this is common for beta programs and for good reasons. For example, the software is still being tested, so we may need to pull it to fix stuff we find, and also we’re providing it for free so we might change our minds about that.
4. End of Test Period: When the Test Period ends (meaning, when this Agreement ends), right away you must stop using the Test Software completely, uninstall it (if you found a way to install it), delete or destroy the Test Software (yes, we told our lawyers it’s a cloud solution, but they still want this stuff in here), and delete or otherwise destroy any Confidential Information within 15 days after termination.
5. Restrictions: You are not allowed to change, take apart, decompile or reverse engineer the Test Software; copy the Test Software; or remove or change any notices or legends on the Test Software. You also aren’t allowed to license, distribute or otherwise transfer the Test Software or any rights in it to anyone else.
6. Consent to Use of Data: You agree that Infusionsoft and its affiliates may collect and use technical information gathered as part of the Test Software evaluation and related support and services. We can use this information to improve our products, and to provide customized services or technologies, and we agree not to disclose or use it in a form that personally identifies you to third parties.
7. Confidentiality Obligations: You acknowledge that the Test Software is proprietary to and a valuable trade secret that is the sole and exclusive property of Infusionsoft and is entrusted to Customer only for the purpose set forth in this Agreement. You understand you may obtain information relating to Infusionsoft and the Test Software that you know (or should know) is confidential and/or proprietary (Confidential Information). Feedback and the specific design and structure of the Test Software are examples of Confidential Information. At all times, during and after this Agreement, you agree to keep in confidence all of the Confidential Information you are provided, and not to use it for any purposes other than your testing and evaluation of the Test Software.
8. Disclaimer of Warranty: The Test Software is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering, so it may not operate correctly, and we may substantially change it before we release it commercially or even withdraw it completely. You assume the risks of using the Test Software. It’s your responsibility to adequately protect and back up your data and equipment used in connection with the Test Software. You understand and agree that Infusionsoft makes no representation or warranties regarding use of the Test Software, and we cannot accept liability for lost data, incomplete data, re-run time, lost profits or negative effects the Test Software may have on the performance of any computer system or service. The Test Software will not be supported by Infusionsoft’s standard customer support.
The Test Software is provided solely for the purpose of evaluation and use on an "AS IS" basis and without warranty. Sorry for the legalese and all caps here, but that’s the law, McGraw: INFUSIONSOFT HEREBY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, RELATING TO THE TEST SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation of Liability: Infusionsoft is not responsible for any loss or damage to Customer or any third parties caused by the Test Software or by our performance of this Agreement.
Again, this all caps-ness and legalspeak wasn’t our idea – you can thank your local legislative representatives if you’d like: INFUSIONSOFT SHALL NOT BE LIABLE FOR ANY DIRECT INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, INTERRUPTION OF
BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING
LOST PROFITS), WHETHER BASED ON CONTRACT, TORT, STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL
THEORY, ARISING OUT OF ANY USE OF THE TEST SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT,
EVEN IF INFUSIONSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation shall
apply notwithstanding any failure of essential purpose of any limited remedy.
10. No Assignments: We’re offering this testing opportunity only to you, the Customer listed below, and thus this Agreement is personal to you. You are not allowed to assign or transfer this Agreement or any part of it, for any reason or in any way, without our written OK. This is how we avoid working with rude people we didn’t invite to the party.
12. Acceptance by Customer: You, or any of your employees or administrators, re-entering his or her Test Software login credentials to indicate agreement to the participation agreement for a given beta test program will show that you (the Customer) (are we back to explaining that again?) agreed to this Agreement. Or, to make it easier, you can e-sign below and send it back over.
Thank you, and we really look forward to beta-ing with you.