Matillion CDC - Beta Test Agreement
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Matillion CDC - Beta Test Agreement

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Matillion Limited

Beta Test Agreement

[PLEASE READ CAREFULLY BEFORE USING THE SOFTWARE/SERVICE]

This Beta Test Agreement (the “Agreement”) is a legal agreement between you or the entity you represent (You) and MATILLION LIMITED (Company Number: 07474948) which has its registered office at Station House, Stamford New Rd, Altrincham WA14 1EP United Kingdom (Licensor, us or we) for:

  • A Beta version of the Matillion CDC software service (the “Software”); and
  • online or electronic documents provided by us in connection with the Software (the “Documents”) (together with the Software, the “Licensed Materials”).

IMPORTANT NOTICE:

  •      THIS AGREEMENT TAKES EFFECT AND YOU AGREE TO THE TERMS OF THIS AGREEMENT, WHICH WILL BIND YOU WHEN YOU CLICK ON THE "ACCEPT TERMS" OR "ACCEPT TERMS & LAUNCH WITH 1-CLICK" BUTTON OR ANY SIMILAR ACCEPTANCE BUTTON.  YOU REPRESENT TO US THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS AND IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY, SUCH AS A COMPANY YOU WORK FOR, YOU REPRESENT TO US THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY.  THE TERMS OF THE EULA INCLUDE, IN PARTICULAR, THE LIMITATIONS ON LIABILITY IN SECTION 3.
  •      IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT LICENSE OR PERMIT ACCESS TO THE LICENSED MATERIALS TO YOU AND YOU MUST STOP THE ORDER PROCESS NOW.
  •      YOU ARE RESPONSIBLE FOR ALL ACTIVITY AND USE UNDERTAKEN IN CONNECTION WITH THE LICENSED MATERIALS, IRRESPECTIVE OF WHETHER THE ACTIVITY OR USE IS UNDERTAKEN BY YOU, YOUR EMPLOYEES OR THIRD PARTIES (INCLUDING YOUR AGENTS OR CONTRACTORS).  WE ARE NOT RESPONSIBLE FOR ANY UNAUTHORISED ACCESS TO THE SOFTWARE OR YOUR THIRD- PARTY ACCOUNTS.
  •      YOU CONFIRM THAT YOU ARE ACTING IN THE COURSE OF BUSINESS AND ARE NOT A CONSUMER.

You should print a copy of this Agreement for future reference.

1. Grant and Scope of License

 1.1 License Grant  Matillion hereby grants you a limited, non-transferable, non-exclusive, revocable, non-sublicensable license to access, use, display, and perform the Licensed Material, solely for your personal, non-commercial use (the “Matillion License”). We reserve all other rights. The Matillion License shall be limited to only you and those authorized employees, agents, or independent contractors who you permit to use the Service through your account. The Matillion License shall commence upon your agreement to these Terms and shall continue in full force and effect until terminated by either party.

 1.2 License Restrictions  Except as expressly set out in this Agreement, you agree not to:

  (a) use the Licensed Material with production data;

  (b) modify, alter, copy, duplicate, reproduce, distribute, publish, create derivative works or adaptions of, publicly display or in any way exploit the Licensed Material in whole or in part, except as expressly authorized by Matillion;

  (c) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Licensed Material;

  (d) access all or any part of the Licensed Material in order to build a competitive product or service;

  (e) use the Licensed Material to provide services to third parties for any purpose other than those granted to you in Section 1.1; and

  (f) license, sell, rent, lease, transfer, assign, sublicense, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Licensed Material available to any third party.

  1.3 Trademarks.  “Matillion” and all other names, phrases, logos, trademarks, and service marks displayed on the Licensed Material (the “Marks”) are proprietary trademarks of Matillion or other third parties. Any use of the Marks without the express written permission of Matillion is strictly prohibited.

2. Warranty Disclaimer

  2.1 NO WARRANTY.  BY ENTERING INTO THIS AGREEMENT, YOU UNDERSTAND THAT THE LICENSED MATERIAL IS A BETA PRODUCT AND THAT IT IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. AS SUCH, YOUR USE OF THE LICENSED MATERIAL IS AT YOUR OWN DISCRETION AND RISK AND FOR INTERNAL EVALUATION PURPOSES ONLY. YOU SHALL NOT USE THE BETA TEST TO PROCESS PERSONAL DATA OR OTHER DATA THAT IS SUBJECT TO ANY COMPLIANCE OR LEGAL REQUIREMENTS. MATILLION MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE LICENSED MATERIAL, ITS SAFETY OR SECURITY, OR THE CONTENT. ACCORDINGLY, MATILLION IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE LICENSED MATERIAL’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES.

  2.2 DISCLAIMER OF WARRANTIES.   TO THE EXTENT PERMITTED BY APPLICABLE LAW MATILLION EXPRESSLY DISCLAIMS AND YOU WILL RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND FOR BETA TESTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM MATILLION OR THROUGH THE BETA TESTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THE BETA TEST TERMS.NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF MATILLION SHALL CREATE A REPRESENTATION OR WARRANTY. WITHOUT LIMITING THE FOREGOING, MATILLION DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE LICENSED MATERIAL AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICE, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE LICENSED MATERIAL WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICE, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE LICENSED MATERIAL OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) REGARDING THE USE OF THE LICENSED MATERIAL AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICE, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE LICENSED MATERIAL IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE LICENSED MATERIAL IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

  2.3 REMEDY.  YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, SUPPORT OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.

3. Limitation of Liability

  3.1 Consequential Damages Waiver.  To the fullest extent permitted by law, Matillion shall not have any liability under or in connection with this Agreement for any indirect, incidental, consequential, special, exemplary or punitive damages, nor any liability for lost revenues or profits, loss of data, loss of business opportunity, or business interruption, regardless of the theory of liability (including theories of contractual liability, tort liability, or strict liability), even if Matillion knew or should have known that those kinds of damages were possible.

  3.2 Limitation of Liability  By entering into this Agreement, you understand that the Licensed Material is provided without charge. As such, to the fullest extent permitted by law, Matillion liability hereunder is limited to $50.00 under any theory of liability, whether for breach of contract, tort, strict liability, negligence, or any other legal or equitable theory with respect to any damages under this Agreement. You understand that your use of the Licensed Material is at your own risk

4. Intellectual Property

Matillion shall own and retain all right, title, and interest in and to the Licensed Material. All rights not expressly granted hereunder are reserved by Matillion.

5. Indemnification

You agree to indemnify, defend, and hold harmless Matillion, its affiliates, and their respective officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively “Losses”), arising out of any third-party claim, suit, action of proceeding (a “Third-Party Claim”) relating to your breach of this Agreement or violation of law.

6. Compliance with Law

Each party represents and warrants that it will not violate any applicable laws or rights of any third party with respect to the performance or exercise of its rights under this Agreement.

7. Modifications

Matillion may modify this Agreement from time to time, and you will be notified of any material changes. Your use of the Licensed Material after any changes have been posted will constitute your agreement to the modified Agreement. If you disagree with any changes to the terms of this Agreement, please cease using the Licensed Material.

8. Termination

You may terminate this Agreement by providing written notice to Matillion of such termination and ceasing use of the Licensed Material. You understand and agree that Matillion may discontinue or change the Licensed Material, in whole or in part at any time, without notice to you. You also understand and agree that Matillion may discontinue or restrict your use of the Licensed Material without notice and without any liability to you.

9. Feedback

As a user of the Licensed Materials, you may choose to provide us with idea, suggestions, documents, or proposals (“Feedback”) regarding how Matillion can improve the Licensed Materials. By sending Matillion Feedback, you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Matillion and its users any claims and assertions of any moral rights contained in such Feedback.

10. Governing Law

This Agreement shall be governed, construed, and enforced in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any court of appropriate jurisdiction in New York County, New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

11. Support; Communications Between Us

If you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you must send this to us by email at cdc-beta@matillion.com . All communications and notices must be in the English language.

12. Other Terms

  12.1 Entire Agreement. This Agreement and any documents referred to in them, constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

  12.2 Conflict. In the event of any inconsistency or conflict (direct or indirect) between this Agreement and any information provided on the Licensed Material, this Agreement shall control, notwithstanding anything to the contrary in such other information.

  12.3 Independent Contractors. The parties are and shall remain independent contractors. Nothing herein shall be deemed to create an agency, partnership, or joint venture or to establish the relationship of employer and employee between the parties. Neither party is authorized to enter into or commit the other party to any agreements, nor shall neither party represent itself as the agent or legal representative of the other party.

  12.4 Assignment. You may not assign this Agreement and any rights or obligations hereunder without Matillion’s prior written consent, whether by operation of law or otherwise; provided that you may assign these Terms to its successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party. Any other purported assignment shall be void.

  12.5 Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.

  12.6 Severability. If any of the terms under this Agreement are found to be invalid, illegal or unenforceable then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.