AXONIFY BETA TERMS OF USE
These Beta Terms of Use (“Agreement”) govern Customer’s access to and use of the Axonify beta product made available by Axonify Inc. (“Axonify”). By accessing or using the Beta Product, Customer agrees to be bound by this Agreement. If the individual accepting this Agreement is acting on behalf of an entity, such individual represents that they have authority to bind such entity (“Customer”).
1. DEFINITIONS
1.1 “Beta Product” means the Axonify pre-release product, feature, or functionality made available for evaluation purposes.
1.2 “Beta Term” means the period beginning on the date Customer first accesses the Beta Product and continuing until terminated by Axonify in accordance with this Agreement.
1.3 “Customer Content” means any data, content, materials, or information submitted, uploaded, or transmitted by Customer in connection with the Beta Product.
1.4 “Performance Metrics” means aggregated and anonymized data derived from use of the Beta Product relating to its performance, operation, and functionality.
2. ACCESS AND USE
2.1 Grant of Rights.
Subject to the terms of this Agreement, Axonify grants Customer a limited, non-exclusive, non-transferable, revocable right during the Beta Term to access and use the Beta Product solely for Customer’s internal evaluation purposes.
2.2 Restrictions.
Customer shall not, directly or indirectly:
(a) sublicense, resell, distribute, or commercially exploit the Beta Product;
(b) reverse engineer, decompile, or attempt to derive source code;
(c) use the Beta Product for production or commercial environments;
(d) interfere with or disrupt the integrity or performance of the Beta Product; or
(e) use the Beta Product in violation of applicable law.
2.3 Suspension.
Axonify may suspend or terminate access to the Beta Product at any time, with or without notice.
3. CUSTOMER CONTENT AND ANALYTICS
3.1 Ownership.
As between the parties, Customer retains all right, title, and interest in and to Customer Content.
3.2 License.
Customer grants Axonify a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and use Customer Content solely to provide and evaluate the Beta Product.
3.3 Monitoring and Analytics.
Customer acknowledges and agrees that Axonify may monitor and analyze use of the Beta Product, including through third-party analytics tools, for purposes of security, quality assurance, product evaluation, and improvement. Axonify may collect interaction and usage data in connection with such monitoring and may derive Performance Metrics therefrom. Axonify retains all right, title, and interest in and to the Performance Metrics. All such activities are subject to Axonify’s Privacy Policy.
3.4 Responsibility.
Customer represents and warrants that it has all necessary rights to provide Customer Content and that such content does not infringe third-party rights or violate applicable law.
4. BETA PRODUCT NATURE
4.1 Pre-Release Offering.
Customer acknowledges that the Beta Product is a pre-release version and may contain defects, errors, bugs, or other deficiencies.
4.2 Modifications.
Axonify may modify, suspend, or discontinue the Beta Product at any time, in whole or in part, without liability.
4.3 No Obligation to Commercialize.
Nothing in this Agreement obligates Axonify to make the Beta Product generally available.
5. TERM AND TERMINATION
5.1 Term.
This Agreement commences on the date Customer first accesses the Beta Product and continues until terminated by Axonify.
5.2 Termination.
Axonify may terminate this Agreement or Customer’s access to the Beta Product at any time, for any reason or no reason, with or without notice.
5.3 Effect of Termination.
Upon termination, Customer’s right to access and use the Beta Product shall immediately cease.
6. DATA RETENTION AND DELETION
6.1 No Retention Obligation.
Axonify has no obligation to retain Customer Content.
6.2 Deletion Rights.
Customer acknowledges and agrees that (a) Customer Content may be deleted at any time during the Beta Term, and (b) Axonify will have the right to irretrievably delete and destroy Customer Content within thirty (30) days following termination of this Agreement.
6.3 Backups.
Customer is solely responsible for maintaining backup copies of Customer Content.
7. FEES
The Beta Product is provided at no charge. Axonify reserves the right to charge fees for any future commercial release of the Beta Product.
8. CONFIDENTIALITY
The Beta Product and all non-public information relating thereto constitute Axonify Confidential Information. Customer shall not disclose such information to any third party without Axonify’s prior written consent.
9. DISCLAIMER OF WARRANTIES
THE BETA PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE.”
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AXONIFY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
AXONIFY DOES NOT WARRANT THAT THE BETA PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE.
10. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(A) AXONIFY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; AND
(B) AXONIFY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts located in Ontario, Canada.
12. GENERAL
12.1 Entire Agreement.
This Agreement constitutes the entire agreement between the parties regarding the Beta Product.
12.2 Amendments.
Axonify may update this Agreement from time to time. Continued use of the Beta Product after any update constitutes acceptance of the revised terms.
12.3 Survival.
Sections 3, 6, 8, 9, 10, and 11 shall survive termination.