Updated September 24th, 2015
THIS BETA USER AGREEMENT (THE "AGREEMENT") IS BY AND BETWEEN CREDIBILITY PROFILE, INC A DELAWARE INCORPORATED COMPANY (THE “COMPANY” OR “WE” OR “US”) AND YOU ("BETA USER"), THE PERSON ACCESSING THE CREDIBILITY PROFILE WEBSITE LOCATED AT WWW.CREDIBILITYPROFILE.COM (THE “SITE”) AND/OR REGISTERING FOR OUR SERVICES OR THE ORGANIZATION OR ENTITY THAT HAS AUTHORIZED YOU TO ACCESS THE SITE AND/OR REGISTER FOR OUR SERVICES FOR ITS BENEFIT (IN EITHER CASE, “YOU” OR “YOUR”).
BY ACCESSING OR USING THE SITE, YOU CONFIRM THAT (1) YOU ARE AT LEAST 18 YEARS OF AGE AND (2) YOU HAVE READ THIS AGREEMENT AND (3) YOU AND ANY ORGANIZATION OR ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT AND USING THE SITE, ACCEPT THIS AGREEMENT. IF YOU CANNOT CONFIRM EACH OF (1) THROUGH (3) ABOVE, THEN YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SITE OR SERVICES.
We may amend this Agreement at any time by posting the revised Agreement on the Site. We may terminate this Agreement at any time by suspending or terminating access to the Site and/or Services and/or notifying you. You can see when this Agreement was last revised by referring to the “Updated” legend above. Your continued use of the Site or Services after we have posted a revised Agreement signifies your acceptance of such revised Agreement. No amendment or modification of this Agreement will be binding unless in writing and signed by our duly authorized representative or posted to the Site by our duly authorized representative.
Developer has established and maintains a proprietary website focusing on business performance and relationship management (such website, in such form as it may exist from time to time, the “Website”). Developer desires to have Beta User place its business profile, on the Website and allow for other members of the public to rate performance attributes of the listed company and once the Website is in its Public Beta Test Mode and for the Beta User to evaluate the Website in what is commonly referred to as a “Beta Test.” Beta User desires to place its business listing on the Website and to test and evaluate the Website for suitability for use in its business. Accordingly, Developer and Beta User hereby agree as follows:
BETA USER ARRANGEMENT
For the period to be agreed upon between the Developer and the Beta User, following the date of this Agreement (the “Term”), Developer shall allow Beta User to place a business profile listing (the “Listings”) on the Website without payment of the Website’s listing fees. In addition, Beta User understands and accepts that Developer may list and recognize the Beta User on the Website’s Credibilityprofile page as a member of that website.
In exchange for the foregoing, Beta User agrees to:
(a) place a business profile on the Website and maintain as necessary;
(c) allow each Listing to remain on the Website until Beta User removes or requests to remove the listed company
(d) make best efforts to report to Developer, as soon as practical, any actual or perceived defect in the Website;
(e) during the Term and for a period of three months thereafter, provide reasonable feedback to Developer if asked with respect to the usefulness and functionality of the Website.
GRANT OF LIMITED MUTUAL LICENSE
Grant of License to Beta User
Solely to enable Beta User’s performance of its obligations under this Agreement, Developer hereby grants to Beta User a royalty-free, nonexclusive, nontransferable license to use the Website during the Term. Beta User acknowledges and agrees that it (a) will not use the Website for any purpose that is illegal and (b) because the Website is a “Beta Test” version only and is not error or bug free, will use the Website carefully and not in any way which might result in any loss of its or any third party’s property or information.
Grant of License to Developer
Beta User hereby grants to Developer a royalty-free, nonexclusive, nontransferable license to use the trademarks, service marks, trade names and logos of Beta User solely in connection with Developer’s advertising and promotional activities during the Term and until otherwise notified to remove.
Beta User acknowledges and agrees that Developer, in allowing Beta User to use the Website, may disclose to Beta User certain confidential, proprietary trade secret information of Developer (the “Confidential Information”). Confidential Information may include, without limitation, the Website, computer programs, flow charts, diagrams, manuals, schematics, Developer tools, specifications, design documents, marketing information, financial information or business plans. During the Term and for a period of three years following the date on which this Agreement either terminates or expires, Beta User agrees that it will not, and will cause its owners, affiliates, representatives, employees, agents and independent contractors not to, without the express prior written consent of Developer which may be given or denied at Developer’s sole and absolute discretion, disclose any Confidential Information or any part thereof to any third party.
Notwithstanding the preceding paragraph, Beta User shall have no duty of confidentiality with respect to information and materials that (i) are received from any third party source that is properly authorized to disclose it, (ii) are or becomes generally known to the public by publication or other means other than a breach of duty under this Agreement, or (iii) are required by law, regulation or court order to be divulged, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required.
REPRESENTATIONS AND WARRANTIES OF DEVELOPER
Developer represents and warrants that it is the sole owner of all right, title and interest in the Website free and clear of any liens, claims, options, pledges, charges, security interests, encumbrances and restrictions of any kind.
DEVELOPER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE OR ANY OTHER CONFIDENTIAL INFORMATIONANDALLOTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,AREHEREBY DISCLAIMED, INCLUDING, WITHOUT LIMIATION, THE IMPLIED WARRANTIES OF MERCHANTABILITYANDFITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL DEVELOPER BE RESPONSIBLE FOR ANY CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), WHETHER KNOWN OR UNKNOWN OR LIKELY OR UNLIKELY.
COVENANTS OF BETA USER
Beta User covenants and agrees not to duplicate, alter, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Website or any firmware, circuit board or software provided therewith.
Each of Developer and Beta User hereby indemnifies the other party and such party’s representatives, agents and employees (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) and hold them harmless on a dollar for dollar basis for the amount of any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal and other advisers) suffered or incurred by any such Indemnified Party to the extent arising from (a) any breach of any representation of Developer or Beta User, as the case may be, hereunder and (b) any breach of any covenant, agreement or obligation of Developer or Beta User, as the case may be, hereunder. Indemnification payments required hereunder shall be paid over to the Indemnified Party on an “as incurred” basis subject to the submission of receipts or other verification relating to the incursion of losses, liabilities, claims, damages or expenses for which indemnification is provided hereunder. The provisions of this Section 6 shall survive the expiration or termination of this Agreement until the third anniversary of such expiration or termination, as the case may be.
This Agreement contains the parties’ entire agreement with respect to the subject matter hereof and supersedes all prior written or oral agreements. This Agreement may be executed in any number of counterparts.
This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to the conflicts of law rules thereof.
Equitable Relief/Binding Arbitration
In the event of a breach or threatened breach by Beta User of any of the covenants contained in Section 3, Developer shall be entitled to a temporary restraining order, a preliminary injunction and/or a permanent injunction restraining Beta User from breaching or continuing to breach such covenant. Except as provided in the preceding sentence, all disputes, claims, counterclaims and controversies arising under this Agreement shall be arbitrated pursuant to the Commercial Arbitration Rules of the American Arbitration Association at a proceeding held in the City of New York, State of New York.