BETA TEST TERMS AND CONDITIONS
1. License. Fusion grants to Client a free, non-exclusive, non-transferable, confidential, limited right to use and access the Beta Product solely for feature testing in its instance of the Fusion Framework from the date of Client’s “click-accept” of these Terms and Conditions until Fusion terminates access to the Beta Product (the “Testing Term”).
2. Security. The Beta Product provided under these Terms and Conditions will fall under Fusion’s existing security program and controls. The Beta Product will have industry-standard protections in place to maintain the security, availability, and privacy of the data submitted to the services. These protections include but are not limited to: (A) Firewalls, Network Access Controls: Fusion will implement firewalls to protect against unauthorized access to the Beta services. (B) Encryption in Transit and Rest: Fusion will employ encryption mechanisms to protect data during transit and at rest. (C) Intruder Detection Systems: Fusion will implement Intruder Detection Systems (“IDS”) to detect any unauthorized attempts to access the Beta services. (D) Authentication and Authorization: Fusion will establish access controls to ensure that only authorized individuals have access to the Beta services and customer data. (E) Data Loss Prevention: Fusion will employ data loss prevention measures to prevent the accidental or unauthorized disclosure of customer data. (F) Failover and Disaster Recovery: Fusion will have failover and disaster recovery mechanisms in place to ensure the continuity of the Beta services in the event of any unforeseen disruptions or disasters. (G) Additional Security Controls: Fusion will implement any additional security controls deemed necessary to protect the confidentiality, integrity, and availability of Client data. Fusion will periodically review and update its security measures to align with industry best practices and evolving security threats.
3. Client Contact. Client shall designate a point of contact, who is a user of the Beta Product (the “Client Contact”) and who has the technological skill to provide Fusion insights derived from Client’s use of the Beta Product (“Feedback”). The Client Contact shall notify Fusion of all issues that Client finds with the functioning of the Beta Product. Further, during the Testing Term the Client Contact will meet with representatives of Fusion’s Product Team once every two (2) weeks for approximately one (1) hour (each a “Feedback Meeting”) to provide Feedback. After the Testing Term, Client agrees to provide testimonials, references, or information for Fusion’s use in press releases, and marketing and sales initiatives for the Beta Product.
4. Intellectual Property. Client agrees that the terms of these Terms and Conditions, the existence of these Terms and Conditions and Beta Product, and all information, provided with and functionality in the Beta Product is Fusion Confidential Information as defined in the Non-Disclosure Agreement by and between the parties (the “NDA”) and may not be disclosed to any party without Fusion’s written permission. Client agrees that Fusion owns, and assigns to Fusion, all rights, title and interest to Feedback including without limitation all ideas, patent rights, copyright as “work for hire,” trademark, and other intellectual property rights.
5. Warranty and Liability. Client agrees and understands that the Beta Product is in a beta phase and is not error-free or without interruption and Fusion makes no warranties nor grants any indemnities of any kind hereunder. Fusion does not guarantee that the Beta Product will be available in the future or that a production release based on the Beta Product will be available at all. Fusion’s liability hereunder shall be limited to the amount paid by Client for use of the Beta Product under these Terms and Conditions. Fusion expressly disclaims all warranties, whether express, implied, or statutory, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
6. Entire Agreement. These Terms and Conditions the entire agreement between Client and Fusion regarding Client’s use of the Beta Product and supersedes and merges all prior and contemporaneous, written or oral, agreements, or proposals, and the Services and there are no representations, understandings or agreements that are not fully expressed herein. No provision of these Terms and Conditions may be amended, superseded or terminated, or any term or condition waived, unless the parties agree in writing, signed by a duly authorized representative of each party. These Terms and Conditions will be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there will be no presumption or inference against the party drafting these Terms and Conditions. These Terms and Conditions and any claim, controversy, right, obligation or dispute arising under or related to these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Illinois, US, without regard to conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms and Conditions. Headings contained in these Terms and Conditions are inserted for convenience of reference only and shall not in any way define or affect the meaning or interpretation of any provision of these Terms and Conditions. All provisions of these Terms and Conditions including, without limitation, provisions relating to disclaimers of warranties, confidentiality, limitation of liability, governing law and venue, interpretation and order of precedence, shall survive termination or expiration of these Terms and Conditions for any reason.
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