GROVECFO AI INC.
BETA PROGRAM TERMS AND CONDITIONS
These Beta Program Terms and Conditions (these “T&Cs”) govern the provision by GroveCFO AI Inc. (“Company”) of the Beta Product (as defined below) of its financial operations platform (the “Product”) to you, the beta program participant (“you” or the “Participant,” and collectively with the Company, the “Parties”), and your use of the Beta Product, during the Beta Period (as defined below). Company may modify these T&Cs at any time in its sole discretion, provided that Company notifies you of the updated T&Cs by posting the updated T&Cs to Company’s website or to the link to these T&Cs from your original acceptance of these T&Cs. The effective date of these T&Cs (the “Effective Date”), as to you, is the date of your acceptance of these T&Cs.
1.0 DEFINITIONS.
(a) “Beta Product” means the beta version of the Product.
(b) “Beta Period” shall commence on the Effective Date and continue for a period of twelve (12) months, unless earlier terminated in accordance with Section 9.0.
2.0 BETA. Participant shall designate one (1) individual reasonably acceptable to Company (and who may be replaced by Participant upon prior written notice to Company) who shall serve as the primary technical interface with respect to the Beta Product (the “Technical Interface”). Company shall deliver the Beta Product to Participant on a mutually agreed upon date. During the Beta Period, Company shall provide technical support (“Support”) with respect to the Beta Product through phone and email as reasonably necessary during Company’s normal working hours, and shall use commercially reasonable efforts to provide a response within two (2) business days for each support request. Company andParticipant, including the Technical Interface, shall participate in a monthly teleconference call (at such times as mutually agreed, and scheduled at least three (3) business days in advance) to discuss the Beta Product, including technical performance, issues encountered and suggestions for improvement.
3.0 LICENSE GRANT. Company grants Participant a non-exclusive, non-sub licensable, non-transferable, non-assignable license to access and make use of the Beta Product solely for internal, non-commercial purposes at the Participant’s principal business office. Participant agrees to comply with all Company instructions regarding the Beta Product, including without limitation regarding installation and updates, within five (5) business days of Company’s notice to Participant of such instructions.Participant shall not permit any person thirteen (13) years old or under to use the Beta Product. Company reserves the right, in its sole discretion, to refrain from offering a commercial version of the Beta Product.Company also reserves the right in its sole discretion, at any time, to alter features, licensing terms, or other characteristics of any commercial version of the Beta Product that it may choose to release.
4.0 LICENSE FEES. Participant shall not be required to pay a fee to Company to use the BetaProduct during the Beta Period.
5.0 BETA PRODUCT DATA AND INFORMATION. Participant acknowledges that all feed back concerning users’ experiences with the Beta Product is essential to Company’s evaluation of the BetaProduct during the Beta Period. Participant agrees that Company or its licensors may gather a variety of data and information from Participant relating to Participant’s use of the Beta Product, including remotely managing Company-related content on the Beta Product and to remotely download log files. Within five(5) business days of Company’s request, Participant shall provide log files from the Beta Product, andfeedback concerning Participant’s experience with the Beta Product. Participant further agrees to provide feedback on Participant’s use of the Beta Product to third parties that are referred to Participant byCompany, and to allow Company, in its sole discretion, to publish the results of Participant’s use of theBeta Product and to publicly reference Participant by name and logo as a participant in Company’s betaprogram in its marketing and other materials. All data and information gained by Company fromParticipant’s use of the Beta Product and from any feedback (excluding any of Participant’s ConfidentialInformation or any personally identifiable information of any of Participant’s employees or customers)will become the property of Company, without limitation on Company’s right to use, reproduce, disclose,sublicense, distribute, modify and otherwise exploit such data and information. Company agrees that anyof Participant’s Confidential Information and any personally identifiable information of Participant’s employees shall only be used in connection with the Beta Product and shall not be disclosed to any third parties except as required by law or court order.
6.0 RESTRICTIONS AND OBLIGATIONS. Participant may not: (a) modify or create any derivative works of the Beta Product; (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for software or firmware constituting any part of the Beta Product; or (c) use the BetaProduct to provide any service to third parties.
7.0 EXPERIMENTAL PRODUCT. Participant acknowledges that the Beta Product is experimental and may have defects or deficiencies that cannot or will not be corrected by Company or its licensors or other suppliers. Company is under no obligation to release the Beta Product commercially, or to provideParticipant with any error corrections, updates, upgrades, bug fixes and/or enhancements. Participant shall have sole responsibility for the adequate protection and backup of Participant’s data and/or equipment used with the Beta Product.
8.0 TERM. Participant’s participation in the beta program shall be effective for the Beta Period.
9.0 TERMINATION.
(a) Either Party may terminate Participant’s participation in the beta program, and these T&Cs, at anytime in its sole discretion, with written notice to the other Party.
(b) Participant’s right to use the Beta Product will terminate concurrently with the termination of its participation in the beta program and the termination of these T&Cs. In the event of any termination of Participant’s participation in the beta program, of these T&Cs or Participant’s rights hereunder, (i) all provisions of these T&Cs except Section 2.0 and the License Grant inSection 3.0 shall survive such termination and Participant agrees to continue to be bound by those terms, and (ii) unless otherwise agreed in connection with Participant’s entry into an agreement for full access and use of the Product, (x) Participant shall return or destroy all of Company’sConfidential Information and all personally identifiable information regarding Company’s customers and employees and (y) Company shall return or destroy all of Participant’sConfidential Information and all personally identifiable information regarding Participant’s customers and employees.
10.0 PROPRIETARY RIGHTS. Title, ownership rights and all intellectual property rights of whatsoever kind, owned or licensed to Company in any jurisdiction, including without limitation, rights in inventions, know-how, trade secrets, patents, copyrights, designs, design rights, software in both object and source code form, trademarks and service marks (whether or not registered) and including any application to register any of the same, and all rights or forms of protection of a similar nature or having equivalent effect, which may subsist anywhere in the world at any time, now or in the future (collectively the “IP”) in or relating to the Beta Product shall remain solely in Company or its licensors and other suppliers. Participant expressly acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Company’s or its licensors’ or other suppliers’ ownership of or rights with respect to the IP. All trademarks used in connection with theIP are owned by Company, its parent, affiliates and/or its licensors and other suppliers, and no license to use any such trademarks is provided hereunder.
11.0 DISCLAIMER OF WARRANTY. THE BETA PRODUCT IS PROVIDED WITH ALL FAULTS ON AN “AS IS” BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY ,PERFORMANCE, ACCURACY AND EFFORT IS WITH THE PARTICIPANT. THE BETA PRODUCT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THEY ARE FREE OF DEFECTS, VIRUS FREE,ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MERCHANTABLE, OF SATISFACTORY QUALITY , FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING. COMPANY AND ITS LICENSORS AND OTHER SUPPLIERS DO NOT WARRANT THAT THE FUNCTIONALITY OFTHE BETA PRODUCT WILL MEET PARTICIPANT’S REQUIREMENTS OR THAT ERRORS WILLBE CORRECTED, NOR DO THEY WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE BETA PRODUCT OR RELATED DOCUMENTATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY INCAPABLE OF EXCLUSION HEREUNDER. COMPANY AND ITS LICENSORS AND OTHER SUPPLIERS HA VE NO LIABILITY WITH RESPECT TO PARTICIPANT’S USE OF THE BETA PRODUCT. COMPANY AND ITS LICENSORS AND OTHER SUPPLIERS HA VE NO LIABILITY WITH RESPECT TO ANY SOFTWARE THAT PARTICIPANT MAY INSTALL ON THE BETA PRODUCT THAT MAY DISRUPT OR INTERFERE WITH THE FUNCTIONING OF THE BETA PRODUCT. PARTICIPANT BEARS THE ENTIRE RISK AS TO ITS QUALITY AND PERFORMANCE AND PARTICIPANT ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE T&CS. NO USE OF THE BETA PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
12.0 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS SUBSIDIARIES, AFFILIATES,DIRECTORS, EMPLOYEES, DISTRIBUTORS, LICENSORS, SUPPLIERS OR AGENTS(COLLECTIVELY , THE “COMPANY GROUP”) BE LIABLE FOR ANY INDIRECT, SPECIAL,INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANYWAY RELATING TO THIS BETA PROGRAM, THESE T&CS OR THE USE OF OR INABILITY TOUSE THE BETA PRODUCT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA,LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANYAND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF IT HAS BEEN ADVISED OFTHE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY(CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE,THE COLLECTIVE LIABILITY OF THE COMPANY GROUP ARISING OUT OF OR RELATED TOTHIS BETA PROGRAM, THESE T&CS, OR THE BETA PRODUCT SHALL NOT EXCEED $100.PARTICIPANT’S EXCLUSIVE REMEDY UNDER ANY PROVISION OF THESE T&CS SHALL BE TERMINATION OF THESE T&CS. TO THE EXTENT THAT THE FOREGOING LIMITATION ISNOT APPLICABLE FOR ANY REASON, THE LIABILITY OF COMPANY, THIRD PARTY COMPANYS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
13.0 CONFIDENTIAL INFORMATION. For a period of five (5) years from the date of disclosure, each Party agrees that any confidential and proprietary information, including, but not limited to, any customer data, trade secrets, research, technology, forecasts, finances and business information, business model or business strategy disclosed by the other Party during the Beta Period and identified in writing or orally as confidential or which the receiving party knew or reasonably should have known should be treated as confidential (“Confidential Information”) shall not, without the disclosing Party’s prior written authorization, be used except in connection with the beta program. All IP rights possessed by Company in any Confidential Information remain the property of Company and, except as otherwise provided herein, nothing in these T&Cs shall be deemed to transfer such ownership to Participant or any third party.Participant shall protect the confidentiality of the Confidential Information using at least the same measures it takes to protect its own confidential information of like kind, but in no event less than reasonable care, and shall restrict access to Confidential Information to its personnel who have a need to know basis and have expressly agreed in writing to treat such information as confidential.
14.0 MARKS. Except as otherwise agreed in these T&Cs, neither Party shall use the other Party’s name or trademarks except with the prior authorization of the other Party, and each Party agrees to immediately cease any use of the other Party’s name or trademarks if the other Party objects to such use.
15.0 INDEMNITY. Participant shall indemnify, defend and hold harmless Company and Company’s affiliates, officers, directors, employees and agents from and against all third party claims, liabilities, damages, debts, losses, settlements, costs and expenses (including reasonable attorneys’ fees) arising from(a) Participant’s breach of any representations or warranties made by it hereunder, (b) Participant’s breach of any other provisions of these T&Cs or (c) Participant’s gross negligence or willful misconduct.
16.0 MISCELLANEOUS. (a) These T&Cs, and any quote or purchase order that expressly is subject to these T&Cs, constitute the entire agreement between the Parties concerning the subject matter hereof;(b) except to the extent applicable law provides otherwise, these T&Cs shall be governed by the laws ofCalifornia, U.S.A., excluding its conflict of law provisions; (c) Participant expressly agrees that exclusive jurisdiction for any claim or dispute arising from these T&Cs resides in the federal and state courts in Los Angeles County, California, and Participant consents to the personal jurisdiction thereof; (d) prior to commencing any lawsuit, each Party agrees to appoint one executive officer to meet with an executive officer of the other Party, without counsel, within ten (10) business days of notification of a dispute to discuss the dispute and seek an agreed resolution and, if no such resolution is achieved at the meeting of executive officers, the Parties agree to then submit to non binding mediation; (e) if any part of these T&Cs is held invalid or unenforceable, that part shall be construed to reflect the Parties’ original intent, and the remaining portions shall remain in full force and effect, or Company may at its option instead terminate these T&Cs; (f) a waiver by either Party of any term or condition of these T&Cs or any breach thereof, inany one instance, shall not waive such term or condition or any subsequent breach thereof; (g) Participant may not assign or otherwise transfer by operation of law or otherwise these T&Cs or any rights or obligations herein; Company may assign these T&Cs to any entity at its sole discretion; (h) the Parties agree and acknowledge that the relationship of the Parties is in the nature of an independent contractor and these T&Cs shall not be deemed to create a partnership or joint venture and neither Party is or shall act as the other’s fiduciary, agent, partner, employee or representative; (i) these T&Cs shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns; (j) all notices shall be in writing and sent by certified mail (deemed delivered within three days of mailing), overnight mail (deemed delivered on the next business day) or e-mail (deemed delivered upon confirmation of receipt) to the respective Parties at the addressees set forth on the signature blocks below; (k) if any dispute arises between the Parties that leads to a proceeding to resolve such dispute, then the prevailing Party in such proceeding shall be entitled to receive its attorneys' fees and costs incurred in connection with such proceeding in addition to any other relief it may be awarded and (l) Participant acknowledges that the Beta Product or Product may be subject to export controls under the laws of the United States andParticipant shall comply with such laws and agrees not to knowingly export, re-export or transfer the BetaProduct or Product without first obtaining the consent of Company and all required United States authorizations or licenses.