ThredX, Inc., a Delaware corporation ("ThredX") has designed and developed ThredX iOS applications for mobile devices (the “Experimental Software”), and is running a soft launch (the "Soft Launch") to, among other things, allow a limited number of people to download the Experimental Software to provide feedback and comments to ThredX regarding use of such applications. By joining the Soft Launch, you agree to be bound by the terms and conditions set forth below (the "Agreement").
You must be at least 18 years of age to access or use our Experimental Software. By participating in the Soft Launch, you certify that you are 18 years or older, and you represent that you are legally permitted to join the Soft Launch. This Agreement is void where prohibited by law, and the ability to become a Soft Launch participant is at the complete discretion of ThredX.
2. Modification of Agreement
ThredX reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time without notice to you. All changes shall be effective immediately, unless otherwise stated. Please check these Terms periodically for changes. Your continued use of the Experimental Software after the posting of changes constitutes your binding acceptance of such changes. The most current version of these Terms, which supersedes all previous versions, can be reviewed here and on the Experimental Software under "Support" in your user settings.
3. License Grant and Restrictions
Subject to your compliance with this Agreement, ThredX hereby grants you a personal, limited license to use the Experimental Software solely for testing and evaluation purposes and only in connection with the Soft Launch. This license does not grant you the right to use the Experimental Software for any other purpose, or to disclose, reproduce, distribute, modify, or create derivative works of the Experimental Software. You agree not to decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of any Experimental Software (except as and only to the extent the foregoing restrictions are prohibited by applicable law, or to the extent as may be permitted by licensing terms governing use of open-sourced components included with any such Experimental Software).
Unless otherwise permitted, you certify that the Experimental Software will only be used for testing and evaluation purposes in connection with the Soft Launch, and will not be rented, sold, leased, sublicensed, assigned, distributed, or otherwise transferred. ThredX retains ownership of all Experimental Software, except as expressly set forth herein, no other rights or licenses are granted or to be implied under any ThredX intellectual property.
Unless otherwise agreed or permitted by ThredX in writing, you cannot share or transfer any software or other materials you receive from ThredX in connection with being a Soft Launch participant. The username and password you use to login as a Soft Launch participant cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your username and password and for any activity in connection with your account. ThredX does not warrant or guarantee any aspect of the fitness of the Experimental Software.
4. Your Feedback
By enrolling in the Soft Launch you will have the ability to: (a) download, test, evaluate, and analyze the Experimental Software (b) and provide feedback, analysis, suggestions, and comments to ThredX (including, but not limited to, bug reports and test results) (collectively, “Feedback”).
By participating in the Soft Launch, you agree that ThredX may contact you from time to time about the Soft Launch, and you hereby consent to receive such communications. By participating in the Soft Launch, you also agree that any Feedback you provide will become the property of ThredX and you agree that ThredX may use or otherwise exploit all or part of your Feedback or any derivative thereof in any manner or media now known without any further remuneration, compensation or credit to you. You represent and warrant that you have the right to enter into this Agreement and assign and grant the rights set forth herein, and that any Feedback which is provided by you hereunder is original work made solely by you and does not infringe any third party intellectual property rights.
5. Confidential Information
The Soft Launch is designed to assist ThredX in researching, analyzing, and validating the usability and reliability of certain prospective product features (collectively, the “Purpose”). ThredX may disclose to you certain information (tangible or intangible) that you agree to treat as Confidential Information as set forth below.
Definition. “Confidential Information” means all information disclosed by ThredX, including, without limitation, documents, designs, techniques, specifications, product plans, strategic information, existing or prospective business plans, existing or prospective product study or pilot test objectives and/or results, and other information related to the Purpose (including its nature and existence, features, functionality, and screenshots). Consistent with the foregoing, ThredX may also disclose Confidential Information related to certain unreleased and experimental product features or plans.
Obligations Regarding Confidential Information. You agree to: (a) use Confidential Information only for the Purpose; (b) not disclose Confidential Information to any third parties (including the sharing of unreleased/experimental product images); and (c) use the same degree of care, but no less than a reasonable degree of care (including reasonable security measures), to prevent the unauthorized use, dissemination, or publication of Confidential Information as you would use to protect your own confidential information of like nature.
Remedies. You agree that any breach of this Agreement by you may result in irreparable harm to ThredX, for which damages would be an inadequate remedy and therefore, in addition to its rights and remedies otherwise available at law, ThredX shall be entitled to seek equitable relief, including injunction, in the event of such breach.
6. Discussion Forums
As part of the Soft Launch, you may have the ability to participate in discussion forums provided by ThredX about the Experimental Software and other Confidential Information that ThredX may make available to you. For purposes of such discussion forums, ThredX is providing a limited exception to Section 3 by allowing you to discuss certain ThredX Confidential Information received by you in connection with a particular Experimental Software with other Soft Launch participants who are in the same Soft Launch group as you in the ThredX designated discussion forum for such Soft Launch group (“Participants”), and only within this discussion forum. Except for the limited purpose of discussions with other Participants within such forums, you acknowledge and agree that this Agreement does not grant you the right to copy, reproduce, publish, blog, disclose, transmit, or otherwise disseminate any ThredX Confidential Information.
7. Consent to Collection and Use of Data
In order to test and help ThredX, its partners, and third party developers improve their products and services you acknowledge that ThredX and its subsidiaries and agents will be collecting, using, storing, processing, and analyzing (collectively, “Collecting”) information and photos provided by users and user devices that are running Experimental Software as part of the Soft Launch.
8. No Support and Maintenance
During your participation in the Soft Launch, ThredX is not obligated to provide you with any maintenance, technical, or other support for the Experimental Software. You also acknowledge that ThredX has no express or implied obligation to announce or make available a commercial version of the Experimental Software to you or anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Experimental Software licensed hereunder.
9. No Compensation or Employment
You acknowledge that you are participating in the Soft Launch on a purely voluntary basis, as a means of assisting, and in consideration of the opportunity to assist ThredX to use, implement, and understand various facets of the Experimental Software. ThredX, at its sole discretion, may provide you compensation for your participation and/or Feedback but you acknowledge and agree that ThredX has no obligation to do so.
ThredX makes no guarantee or representation as to whether or not your Feedback regarding the Experimental Software will be used, and you understand and acknowledge that ThredX will not compensate you for your participation in the Soft Launch. Furthermore, you acknowledge and agree that nothing in this Agreement or in your voluntary submission of Feedback creates any employment relationship between you and ThredX.
10. Termination or Discontinuation
ThredX may, in its sole discretion, at any time, terminate or discontinue the Soft Launch, discontinue your participation in the Soft Launch, or remove your Feedback. You acknowledge and agree that all such decisions by ThredX are final and ThredX will have no liability with respect to such decisions.
Unless otherwise set forth in this Agreement, ThredX may give general notices to you by posting on any ThredX website, web questionnaires, discussion boards, bug forms, and other mechanisms such as, by electronic mail to your email address.
12. No Warranty from ThredX
YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE SOFT LAUNCH IS AT YOUR OWN RISK. THE SOFT LAUNCH IS AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THREDX EXPRESSLY DISCLAIMS ON ITS OWN BEHALF AND ON BEHALF OF ITS EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, OR CONTRACTORS ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION (i) ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE OPERATION OF THE SOFT LAUNCH, THE AVAILABILITY, ACCURACY OR CONTENT OF ANY INFORMATION, SERVICES, OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH THE SOFT LAUNCH, THE EXPERIMENTAL SOFTWARE, THREDX, AND/OR THE THREDX WEB SITE OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF, AND (ii) THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
13. Limitations of Liability
IN NO EVENT SHALL THREDX, ITS EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, OR CONTRACTORS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, COST OF COVER WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THREDX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, THREDX’S, ITS EMPLOYEES’, AGENTS’, ATTORNEYS’, CONSULTANTS’ OR CONTRACTORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM SHALL BE STRICTLY LIMITED TO $50.00. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. You acknowledge that ThredX has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
15. Entire Agreement
16. Governing Law
This agreement is governed by Delaware law.
17. Severability; Complete Understanding
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, including any appendices made effective pursuant to this Agreement and any additional licenses accompanying the ThredX Experimental Software, constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. Any inconsistencies between this Agreement and any license agreement accompanying the ThredX Software will be governed by the license agreement accompanying the ThredX Software. Except as expressly set forth herein, any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.
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