GLACIER TRIAL AGREEMENT
Subject to the terms and conditions of this Glacier Trial Agreement (the “Agreement”), Glacier Network LLC, a Delaware limited liability company (“Company”), may provide you access to certain of its trial product offerings (each, a “Trial Product”). As a participant in Company’s Trial Product development program (the “Trial Program”), you hereby agree to use and evaluate any Trial Products that Company grants you access to in accordance with the terms of this Agreement. In the event of a conflict between this Agreement and those Terms of Use available at www.glaciernetwork.co/terms-of-use, this Agreement shall control with respect to your use and evaluation of any Trial Product.
BY REQUESTING TO JOIN THE TRIAL PROGRAM AND ACCESSING ANY TRIAL PRODUCTS, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE TERMS OF USE. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT OTHERWISE AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES DESCRIBED HEREIN.
Now, therefore, in consideration of the mutual covenants set forth herein, you hereby agree as follows:
1. Confidentiality. As part of the Trial Program, Company may provide or allow you to access confidential or otherwise non-public business, technical or other similar information, materials, and/or ideas ("Company Proprietary Information"). You acknowledge and agree that Trial Products are (1) still in development and experimental form and (2) constitute Company Proprietary Information. Without limiting any other term of the Agreement, you represent and warrant to keep confidential and not disclose to any third party without Company’s prior, written consent (including via email) any Company Proprietary Information, including but not limited to the following: (a) the Trial Products; (b) any Company development, marketing, or similar ideas or plans that you learn of during your participation in the Trial Program; (c) your participation in the Trial Program; or (d) any verbal or written communications concerning the Trial Program or any Trial Products from Company or its employees, agents, contractors or other representatives (“Confidentiality Obligations”). For the avoidance of doubt, your Confidentiality Obligations shall expire when the relevant Company Proprietary Information becomes public knowledge through no fault of your own, provided that if the relevant Company Proprietary Information never becomes public knowledge, the Confidentiality Obligations shall survive the termination or expiration of this Agreement. You shall not use Company Proprietary Information for any purpose other than to participate in the Trial Program and to perform your obligations under this Agreement.
2. No Conflicts. You represent that you are not an employee or representative of any Company competitor.
3. Grant of Limited License. Subject to the terms of this Agreement, Company grants to you a limited, nonexclusive, non-sublicensable, revocable, worldwide right and license, to use the Trial Product(s) internally and solely in connection with your participation in the Trial Program and in accordance with this Agreement (i.e., solely for the purposes of testing and evaluating the Trial Product(s) and not for any commercial purpose or use). Your license will be valid only during the term of this Agreement.
4. Feedback. Upon Company’s request, you agree to use reasonable efforts to provide suggestions, comments, ideas, enhancement requests, recommendations, or any other feedback (collectively, “Feedback”) regarding the Trial Product(s) or the Trial Program generally. Feedback shall include information regarding the Trial Product(s) usefulness, ease of use, features that may be missing, any errors encountered during the use of the Trial Product, and any other information Company reasonably requests regarding the Trial Product(s). You agree that upon request by Company you will make available a reasonable amount of time to discuss the Trial Product(s) as part of your participation in the Trial Program. You agree that Company shall have an unrestricted, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate this Feedback into the Trial Product(s) and other Company products or services.
5. Intellectual Property and Ownership. You acknowledge and agree that as between the parties Company owns all Intellectual Property Rights in and to the Trial Product(s) and any and all intellectual property contained therein or related thereto, including, but not limited to, any text, graphics, user and visual interfaces, photographs, trademarks, logos, artwork, applications, computer code and associated documentation (collectively, the “Content”). For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction. Company does not grant to you any license, express or implied, to the intellectual property of Company or its licensors. The Trial Products(s) and Content may not be copied, reproduced, sold, republished, transmitted, displayed, reposted, modified, or otherwise distributed for public or commercial purposes.
6. Publicity and Marketing. You agree that, in Company’s sole discretion, Company may use your name and logo and any Feedback you provide to Company, including testimonials or quotes (collectively “Promotional Information”) in Company’s marketing materials, website, and related assets. Pursuant to the foregoing, you hereby grant Company an unrestricted, royalty-free, worldwide, transferable, sublicensable, revocable license to reproduce, publish, distribute, display, translate, summarize, modify, adapt, incorporate, or otherwise use such Promotional Information, in whole or in part, alone or in other works in any form, media, or technology now known or later developed. Notwithstanding the above, Company shall obtain your prior consent before the first use of your quotes or testimonials in Company’s marketing materials, provided any subsequent use will not require any such prior consent. For the avoidance of doubt, in no event is Company obligated to use, reproduce, or publish any Promotional Information.
7. DISCLAIMER OF WARRANTIES. THE TRIAL PRODUCT(S) ARE PROVIDED “AS IS” AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. COMPANY (1) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY MATTER, INCLUDING ANY REPRESENTATION THAT THE TRIAL PRODUCT(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND (2) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. ALL TRIAL PRODUCT(S) ARE PRE-RELEASE, ARE EXPECTED TO CONTAIN DEFECTS, SOME OF WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OR PERFORMANCE OR COMPATIBILITY OF A FINAL, PUBLICLY AVAILABLE PRODUCT OFFERING. TRIAL PRODUCT(S) MAY CONTAIN FLAWS, INACCURACIES, OR INCONSISTENCIES AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USE OF THE TRIAL PRODUCT(S) IS ENTIRELY AT YOUR OWN RISK. YOU ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE TRIAL PRODUCT(S). COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND ADVISORS DO NOT PROVIDE, NOR DOES ANY TRIAL PRODUCT INCLUDE, LEGAL, FINANCIAL, INVESTMENT, TAX, OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONTACT YOUR ATTORNEY FOR ADVICE WITH RESPECT TO PARTICULAR LEGAL ISSUES. USE OF THE TRIAL PRODUCT(S) AND ANY OTHER SERVICES OFFERED BY COMPANY DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR ADVISORS.
8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WHETHER RESULTING FROM A TORT, BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, WILL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S ENTIRE LIABILITY FOR DIRECT DAMAGES IN CONNECTION WITH THE TRIAL PROGRAM AND THIS AGREEMENT SHALL BE LIMITED TO FIFTY US DOLLARS ($50).
9. Privacy. For purposes of the Trial Program, you agree and hereby consent to Company, including its employees, contractors, and agents, collecting your personal information including, but not limited to, your name, email, address, and telephone number for the purposes of contacting you to collect your Feedback and generally as part of your participation in the Trial Program.
10. Term and Termination. This Agreement will automatically expire on the later of (1) 60 days after your receipt of any Trial Product and (2) October 15th, 2023, unless terminated sooner in accordance with this Agreement. Either party may terminate this Agreement before the end of your participation in the Trial Program for any reason upon written notice to the other party. This Agreement will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations. Your breach of any of your obligations under the Agreement may result in your immediate removal from the Trial Program. Upon Company’s request, you will delete or destroy any Company Proprietary Information and any copies of Trial Products in your control or possession.
11. Indemnity. You agree to defend, indemnify, and hold Company harmless from and against any demands, loss, liability, claims, or expenses (including attorneys’ fees) made against us by any third party due to or arising out of or related to (1) your misuse of any Trial Product(s), or (2) any act or omission in violation of this Agreement.
12. General Provisions. This Agreement is personal to you, is non-assignable by you, is governed by the internal laws of the State of New York, without regard to conflict of law principles, and may be modified or waived only in writing signed by both parties. If any provision of this Agreement is found to be unenforceable, then such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. Sections 1, 5 through 8, and 10 through 12 of this Agreement shall survive termination or expiration of this Agreement.