This Beta Participant Agreement (the "Agreement") is a legal document being executed between you, the participant, and Amper Music that outlines both your obligations and Amper Music's. If you do not understand or agree to any part of the Agreement, you should not confirm your agreement to the terms in this Agreement but, instead, ask questions before completing it.
You agree to all provisions. Included in these terms is your agreement to:
• Actively use and evaluate the product or service being tested
• Provide the types of feedback requested and respond to questions
• Give Amper Music all rights to any feedback you submit
• Not disclose that you are participating in this test
• Not show the materials to others, unless otherwise permitted by Amper Music
• Not share copies, pictures, or videos of the test materials in any form, unless otherwise permitted by Amper Music
• Return the test materials if requested
Thank you. We look forward to your participation.
You are an individual or business that desires to participate in "beta testing", which provides access to confidential materials or services currently in development by Amper Music. Amper Music wishes to obtain the benefit of your services and reports as a beta tester of Amper Music's materials or service. In consideration of the premises, and of the mutual covenants and conditions, the parties, agree to the following terms and conditions:
1. Beta Test Material. Each material or service listed on Exhibit A and all components, accessories, and documentation related to each such Beta Test Material and/or technology provided by Amper Music including, but not limited to, specifications and other technical information, and all updates or revisions thereto, shall be referred to in the following provisions as the "Beta Test Material." The parties hereto agree that you shall be a beta tester for those Beta Test Materials set forth on Exhibit A, as may be amended from time to time by Amper Music.
2. License. Amper Music hereby grants you a non-exclusive, non-transferable consent and license to use each Beta Test Material solely for the purpose of evaluating and testing the Beta Test Material for Amper Music as described in Exhibit A. The Beta Test Material may not be publicly disclosed, sublicensed, sold, assigned, leased, loaned, or otherwise transferred by you unless otherwise permitted by Amper Music.
3. Amper Music's Obligations.
a. Amper Music will provide you the Beta Test Material at Amper Music's expense.
b. Amper Music will provide the support or warranty service for the Beta Test Material described in Exhibit A and no other support or services.
c. Amper Music has no obligation to develop or provide any updates or revisions to the Beta Test Material, and Amper Music reserves the right to alter or adjust performance specifications for the Beta Test Material as it deems necessary or desirable.
d. Amper Music will provide the instructions, safety information, warnings, or cautions concerning the Beta Test Material described or included in Exhibit A and no other.
4. Participant's Obligations.
a. You agree to test and evaluate the Beta Test Material as requested and described in Exhibit A. You agree to familiarize itself with the Beta Test Material information provided by Amper Music and to only use or test the Beta Test Material as directed. You will notify Amper Music of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Beta Test Material known to or discovered by you. In addition, you agree to provide Amper Music with such reports via the methods designated by Amper Music and to promptly respond to any and all reasonable inquiries, questionnaires, surveys, and other test documents submitted to you by Amper Music.
b. If you are a company or other entity, you shall designate to Amper Music, in writing, an employee or representative who will serve as the single technical contact and who will be responsible for maintaining communication with the Amper Music. In addition, the address, where you will test the Beta Test Material, will be given to Amper Music in writing. If you change either its technical contact person or address, you will promptly notify Amper Music in writing of such change.
c. Upon Amper Music's request for the return of the Beta Test Material, you agree to return the Beta Test Material in good condition (taking into account reasonable wear and tear) to Amper Music within seven days of your receipt of Amper Music's request to do so. If you fail to return the Beta Test Material within this seven-day period, you agree to purchase the Beta Test Material from Amper Music at the retail price for such Beta Test Material, along with all shipping costs and any applicable processing fees, as set forth in an invoice from Amper Music. If the Beta Test Material is lost, damaged or destroyed during the term of this Agreement while in your possession, you shall be responsible for the costs of repair or replacement of such Beta Test Material at its sole expense.
d. Any feedback, ideas, modifications, suggestions, improvements, and the like made by you with respect to the Beta Test Material ("Supportive Information") will be the property of Amper Music. You agree to assign, and hereby assigns, all rights, title, and interest worldwide in the Supportive Information and the related intellectual property rights to Amper Music and agrees to assist Amper Music, at Amper Music's expense, in perfecting and enforcing such rights. Amper Music may disclose or use Supportive Information for any purposes whatsoever without your obligation.
e. You agree to pay all incidental costs (such as, costs for Internet and phone services, accessories, cabling, etc.) associated with the testing of the Beta Test Material and incurred during your possession of the Beta Test Material, unless otherwise agreed to in writing by both parties and described in Exhibit A.
a. You acknowledge that, as a beta tester, you may have access to, and Amper Music may disclose to you, certain valuable information belonging to and relating to Amper Music, which Amper Music considers confidential, including, but not limited to, information concerning the Beta Test Material, the Beta Test Material's trademark(s) and trade name(s), computer programs, user manuals, sales and marketing plans, business plans, processes, customer lists, and other trade secrets ("Confidential Information"). You shall use the Confidential Information solely for testing purposes and, for a period of three (3) years from your receipt of the Confidential Information, shall not disclose, without Amper Music's written consent, such Confidential Information to third parties or use such Confidential Information for its own benefit or for the benefit of third parties.
b. If you are a company or other entity, you shall disclose Confidential Information only to those of its employees who need to know such information for the purpose of the agreed-upon beta testing, and shall ensure that its employees observe the confidentiality obligations in this Section 5. You acknowledge that the Beta Test Material contains Confidential Information developed or acquired by Amper Music and that all rights therein and in other Amper Music Confidential Information remain in Amper Music. You will not disclose that it is evaluating or testing or has evaluated or tested the Beta Test Material to any third party without Amper Music's prior written consent. In addition, you agree to treat any communications and reports prepared under this Agreement, including, but not limited to, those prepared in accordance with Section 4.1, as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without Amper Music's prior written consent.
c. This Agreement shall impose no obligation of confidentiality upon you with respect to any portion of the Confidential Information which: (i) now or hereafter, through no act or failure to act on your part, becomes generally known or available; (ii) is known to you at the time you receive same from Amper Music as evidenced by written records; (iii) is hereafter furnished to you by a third party as a matter of right and without restriction on disclosure.
6. Proprietary Rights; No Right to Copy, Modify, or Disassemble.
b. You may not copy or reproduce the Beta Test Material without Amper Music's prior written consent, except as reasonably needed to perform its obligations hereunder and subject to the following restrictions. You may not copy or reproduce any software or documentation provided by Amper Music, without Amper Music's prior written consent, except as is reasonably needed to perform your obligations under this Agreement. Each copy of software or documentation made by you must contain Amper Music's proprietary and copyright notices in the same form as on the original. You shall not remove or deface any portion of any legend provided on any part of the Beta Test Material.
c. You agree to secure and protect the Beta Test Material and all copies thereof in a manner consistent with the maintenance of Amper Music's rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.
d. You shall not reverse engineer, alter, modify, disassemble or decompile the Beta Test Material, or any part thereof, without Amper Music's prior written consent.
7. Disclaimer of Warranty. By its nature, the Beta Test Material may contain errors, bugs, and other problems that could cause system failure and the testing and quality assurance of the Beta Test Material may not yet be completed. Because the Beta Test Material is subject to change, Amper Music reserves the right to alter the Beta Test Material at any time, and any reliance on the Beta Test Material is at your own risk. YOU ACCEPT THE BETA TEST MATERIAL "AS IS." AMPER MUSIC MAKES NO WARRANTY OF ANY KIND REGARDING THE BETA TEST MATERIAL. AMPER MUSIC HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS.
8. Term and Termination.
a. The term of this Agreement shall begin upon the date in which you confirmed agreement to these terms, as documented as the date in which you successfully applied to be an Amper Music Beta participant. The term of this Agreement shall continue until terminated as set forth below. Upon termination of this Agreement for any reason, the three-year obligation to protect Confidential Information, as set forth in Section 5.1, shall survive such termination.
b. This Agreement may be terminated at any time for any reason by either party giving ten days prior written notice to the other party, subject to Section 8.3 below. A particular Beta Test Material Agreement shall automatically terminate upon the general release to the public of the final product derived from the Beta Test Material by Amper Music, or sooner upon ten days prior written notice by either party. The parties acknowledge that Amper Music is under no obligation to release any final product or Beta Test Material to the public.
c. Upon termination of this Agreement or a particular Beta Test Material Agreement, you agree to (a) return the Beta Test Material and all copies thereof to Amper Music, if requested by Amper Music in writing to do so, within seven days after such termination, or (b) if requested by Amper Music to do so, certify to Amper Music in writing that the Beta Test Material and all copies thereof have been destroyed, or (c) purchase the Beta Test Material as set forth in Section 4.3. The provisions of, and the obligations of the parties under, Sections 4.3, 4.4, 5, 6, 7, 8 and 9, and any other provisions that would normally survive, shall survive the termination of this Agreement.
9. Limitation of Liability. IN NO EVENT SHALL AMPER MUSIC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE BETA TEST MATERIAL OR THE TRANSACTIONS CONTEMPLATED HEREIN.
10. Exporting Restrictions; United States Government Legends. Beta Test Materials, including Software, provided to you may be subject to United States Export Restrictions. You agree not to export or re-export any Beta Test Material or Amper Music documentation in violation of any applicable laws and regulations of the United States or the country in which you obtained them. The software, firmware, or other parts of the Beta Test Material covered by this Agreement may contain strong data encryption code, which cannot be exported outside the United States or Canada. You agree not to export or re-export, either physically, or electronically, an encrypted Beta Test Material or Amper Music documentation without obtaining written authorization from the U.S. Department of Commerce.
11. Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
12. Assignment; Severability. You agree not to assign any rights under this Agreement; any attempted assignment shall be null and void and shall result in the termination of this Agreement. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement, which shall remain in full force and effect.
13. Governing Law. This Agreement shall be governed by the laws of the State of New York. The parties agree that the federal or state courts located in the State of New York shall have exclusive jurisdiction to hear any dispute under this Agreement.
14. Entire Agreement. This Agreement and the Exhibits hereto, including any additional terms and conditions listed in Exhibit A for certain Beta Test Materials represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all prior agreements between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except by the written acceptance of both parties.
You confirm agreement to the terms of this Agreement effective as of the date of this acceptance.
Description of Amper Music Beta Test Material(s) to be Tested:
Beta Test Materials include Amper Music's website, located at https://www.ampermusic.com/, all associated websites and web pages, both publicly and privately accessible, and all content hosted, created, and/or shared on said website(s).