THIS BETA ADDENDUM TAKES EFFECT WHEN YOU FIRST ACCESS OR USE THE SERVICES (the "Effective Date"). BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THIS BETA ADDENDUM; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS BETA ADDENDUM ON BEHALF OF THE CUSTOMER AND (C) AGREE THAT THE CUSTOMER IS LEGALLY BOUND BY ITS TERMS.
Provision of Access.
Calendly hereby grants Customer a non-exclusive, non-transferable right for a limited time as solely determined by Calendly (the "Beta Trial Period") to: (a) access and use software-as-a-service beta features and documentation (the "Services") for the number of Customer users that Calendly permits to access and use the Services ("Authorized Users"). Customer will not use the Services for any purpose other than evaluating and testing such Services internally in connection with assessing whether Customer desires to enter into a commercial agreement with Calendly for the Services. For the avoidance of doubt, the Parties agree that this Beta Addendum does not provide a commercial access grant, and Customer's access to and use of the Services after the Beta Trial Period is subject to the Parties entering into a pricing proposal reflecting the fee for the new Services. During the Beta Trial Period, Calendly shall provide to Customer the necessary feature access and connections to allow Customer to access and use the Services. Customer agrees that Calendly, in its sole discretion and without liability to Customer or any third party, may terminate Customer’s use of or access to the Services at any time.
Calendly has no obligation under this Beta Addendum to provide support, maintenance, upgrades, modifications, or new releases of the Services to the Customer.
If Customer sends or transmits any communications or materials to Calendly that provides input or suggested or changes to the Services, ("Feedback"), Calendly is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Calendly all right, title, and interest in, and Calendly is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. For the avoidance of doubt, Customer is not required to provide Feedback and Calendly is not required to use any Feedback.
Customer acknowledges and agrees that in permitting access to and use of the beta features, Calendly will be disclosing to Customer certain confidential, proprietary and/or trade secret information (“Confidential Information”). Such Confidential Information shall include, without limitation, any know-how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports. Customer agrees to not, without the express prior written consent of Calendly, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (a) is or becomes generally available to the public through any means other than as a result of any act or omission by the Customer; (b) is rightfully received by Customer from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by Customer without any reliance on any Confidential Information.
At the termination of this Agreement or at any time by request of Calendly, Customer will return all Confidential Information in Customer’s possession to Calendly. Customer also agrees that Customer will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the beta features or any Confidential Information.
Disclaimer of Warranties.
THE SERVICES ARE PROVIDED "AS IS" AND CALENDLY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CALENDLY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CALENDLY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Limitations of Liability.
IN NO EVENT WILL CALENDLY BE LIABLE UNDER OR IN CONNECTION WITH THIS BETA ADDENDUM UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CALENDLY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CALENDLY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS BETA ADDENDUM UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED $500.
Term and Termination.
The term of this Beta Addendum begins on the Effective Date and will continue in effect until the expiration of the Beta Trial Period, which may be extended or ended earlier at the sole discretion of Calendly. Upon expiration or earlier termination of this Beta Addendum, Customer shall immediately discontinue use of the Services.
This Beta Addendum, together with the Agreement, constitutes the sole and entire agreement of the Parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of a conflict between the governing Agreement and this Beta Addendum, the Beta Addendum shall control with respect to the Beta features.