Smartbrand, S.L. ("DWX") has designed and developed a DWX Beta Program ("DWX Beta Program") to, among other things, allow a limited number of people to use test versions of DWX products (the “Experimental Software”), such as DWX InLinks, and to provide feedback and comments to DWX regarding use of such products. By joining the DWX Beta Program, you agree to be bound by the terms and conditions set forth below (the "Agreement").
1. Your Feedback. By enrolling in the DWX Beta Program you will have the ability to: (a) test, evaluate and analyze the Experimental Software (b) and provide feedback, analysis, suggestions and comments to DWX (including, but not limited to, bug reports and test results) (collectively, “Feedback”).
By participating in the DWX Beta Program, you agree that any Feedback you provide will become the property of DWX and you agree that DWX 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 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.
2. Confidential Information. The DWX Beta Program is designed to assist DWX in researching, analyzing and validating the usability and reliability of certain prospective product features (collectively, the “Purpose”). DWX 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 DWX, 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. Consistent with the foregoing, DWX 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 DWX, for which damages would be an inadequate remedy and therefore, in addition to its rights and remedies otherwise available at law, DWX shall be entitled to seek equitable relief, including injunction, in the event of such breach.
3. Unless otherwise agreed, no Compensation or Employment. You acknowledge that you are participating in the DWX Beta Program on a purely voluntary basis, as a means of assisting, and in consideration of the opportunity to assist DWX to use, implement, and understand various facets of the Experimental Software. In the event DWX provides you any form of compensation, you represent and warrant that you will pay all applicable federal, state and local taxes based on any compensation received by you. DWX 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 DWX will not compensate you for your participation in the DWX Beta Program. Furthermore, you acknowledge and agree that nothing in this Agreement or in your voluntary submission of Feedback creates any employment relationship between you and DWX.
4. DWX may, in its sole discretion, at any time, terminate or discontinue the DWX Beta Program, discontinue your participation in the DWX Beta Program, or remove your Feedback. You acknowledge and agree that all such decisions by DWX are final and DWX will have no liability with respect to such decisions.
5. Notices Unless otherwise set forth in this Agreement, DWX may give general notices to you by posting on DWX web site (e.g., app.dwx.ai) and, where possible, by electronic mail to your email address.
6. No Warranty from DWX.YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE DWX BETA PROGRAM IS AT YOUR OWN RISK. THE DWX BETA PROGRAM IS AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. DWX 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 DWX BETA PROGRAM, THE AVAILABILITY, ACCURACY OR CONTENT OF ANY INFORMATION, SERVICES, OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH THE DWX BETA PROGRAM, THE EXPERIMENTAL SOFTWARE, DWX, AND/OR THE DWX 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 OR COUNTRIES 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.
7. Limitations of Liability. IN NO EVENT SHALL DWX, 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 DWX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, DWX’S, ITS EMPLOYEES’, AGENTS’, ATTORNEYS’, CONSULTANTS’ OR CONTRACTORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM SHALL BE STRICTLY LIMITED TO 100,00 €. SOME STATES OR COUNTRIES 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 DWX 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.