ABOUT THIS TRIAL PARTICIPANT AGREEMENT
Thank you for your interest in participating in Celerium Inc.’s CDN110 Trial Program (“Trial Program”). This Trial Participant Agreement is a binding agreement being executed between you and Celerium Inc. (“Celerium”) that outlines your obligations as a participant in the Trial Program.
Please read the entire agreement and make sure you understand it before you click to “Agree” to participate. If you do not understand or agree to any part of the agreement, you should not click to “Agree” to this document. Instead, contact Celerium and ask questions. By clicking the “Agree” button, you agree to all the provisions of the Agreement, including your agreement to:
Thank you! We look forward to your participation in our Trial Program!
BY CLICKING THE “AGREE” BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT AS A PARTICIPANT; AND (C) ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. YOU FURTHER UNDERSTAND AND ACCEPT THAT THE APPROVAL OR REJECTION OF BEING SELECTED AS A PARTICIPANT IS AT CELERIUM’S SOLE DISCRETION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK ON THE “AGREE” BUTTON AND EXIT THE CELERIUM SITE.
TRIAL PARTICIPANT AGREEMENT
This Trial Participant Agreement (“Agreement”) is a binding agreement entered into by and between you (“Participant”) and Celerium Inc. (“Celerium”) and governs the disclosure of information by Celerium and Participant’s use of Celerium’s service. The effective date of this Agreement is the date that you review this Agreement and click the “Agree” button (“Effective Date”). Participant and Celerium may be referred to individually as a “Party” and collectively as the “Parties.”
Participant desires to participate in Celerium’s Trial Program, which provides access to confidential materials, services, products, features and functionality currently in development by Celerium. In exchange, Celerium will receive the benefit of Participant’s feedback as an evaluator of Celerium’s materials, services, products, and features and functionality.
Participant and Celerium agree to the following:
1. Trial Material(s). All materials, services, products, and features (including any related components, accessories, and documentation) provided by Celerium in connection with the Trial Program shall be referred to in this Agreement as the “Trial Material(s).”
2. Trial Period. Participant agrees to test and evaluate the Trial Material for a period of 60 days from the Effective Date (“Trial Period”).
3. License. Subject to the terms and conditions of this Agreement, Celerium hereby grants to Participant a limited, non-exclusive, non-transferable license to access and use the Trial Material during the Trial Period for the sole purpose of Participant’s internal evaluation and testing of the Trial Material for Celerium.
4. Celerium’s Obligations. Celerium’s responsibilities during the Trial Period are as follows:
4.1. Provide Participant access to and use of the Trial Material at Celerium’s expense.
4.2. Provide instructions to Participant for use and evaluation of the Trial Material.
4.3. Provide technical support to Participant for the Trial Material.
4.4. Celerium has no obligation to develop or provide any updates or modifications to the Trial Material; however, Celerium reserves the right to do so as it deems necessary or desirable.
5. Participant’s Obligations. Participant agrees to the following during the Trial Period:
5.1. Test and evaluate the Trial Material.
5.2. Periodically discuss the Trial Materials with Celerium.
5.3. Provide periodic feedback to Celerium concerning the Trial Material. Such feedback shall include, but is not necessarily limited to: (i) promptly notifying Celerium of any and all functional flaws, errors, anomalies, and problems associated with the Trial Material known to or discovered by Participant; (ii) providing to Celerium comments, suggestions and information concerning Participant’s evaluation and testing of the Trial Material; (iii) providing to Celerium any ideas and suggestions for improvements, modifications, enhancements and the like; and (iv) responding to reasonable inquiries, questionnaires, surveys, and other test documents provided by Celerium (collectively as “Feedback”).
5.4. If more than one employee of a company is participating in the Trial Program, designate a single point of contact who will be responsible for maintaining communication with Celerium.
5.5. Participant acknowledges that certain features and/or functionality of the Trial Materials may monitor and/or record certain activity of Participant (e.g., which categories of information are clicked on or reviewed by Participant) and by participating in the Trial Program agrees to such monitoring of Participant’s activity.
5.6. In addition to the terms of this Agreement, Participant has read and agrees to be bound by any additional terms included in Celerium’s Terms of Use and Privacy Policy.
6. Costs. Each Party will be responsible for its own expenses and incidental costs associated with the Trial Program and this Agreement.
7. Confidentiality.
7.1. Participant acknowledges that as a trial user, Participant may have access to, and Celerium may disclose to Participant, certain valuable information belonging to and relating to Celerium which Celerium considers confidential, including, but not limited to, information concerning the Trial Material, the Trial Material’s trademark(s) and trade name(s), computer programs, documentation, sales and marketing plans, business plans, processes, and other trade secrets (“Confidential Information”). Participant agrees that it will at all times hold in strict confidence and not disclose Confidential Information to any third party except as approved in writing by Celerium and will use the Confidential Information solely for the purpose of testing and evaluating the Trial Material. Participant shall only disclose Confidential Information to those of its employees who have a need to know such information for the purpose of testing the Trial Materials, and who are subject to written obligations of confidentiality at least as restrictive as those contained in this Agreement.
7.2. Participant acknowledges that the Trial Material contains Confidential Information developed or acquired Celerium and that all right, title and interest therein and in other Celerium Confidential Information remain vested in Celerium. Participant shall not disclose that Participant is evaluating or testing or has evaluated or tested the Trial Material, or the results of such testing, to any third party without Celerium’s prior written consent, including but not limited to disclosure over social media. In addition, Participant agrees to treat any communications and reports prepared under this Agreement as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without Celerium’s prior written consent.
7.3. Confidential Information will exclude information that: (i) is now or subsequently becomes generally known or available to the public through no wrongful act of Participant; (ii) is known to Participant at the time Participant receives same from Celerium as evidenced by written records; (iii) has been rightly communicated to Participant by a third party who has the right to transfer or disclose it to Participant without restriction on disclosure; or (iv) was developed by employees or agents of Participant who had no access to any Confidential Information communicated to Participant. After Participant’s evaluation, or upon request of Celerium, Participant shall promptly either return to Celerium or certify the destruction of, all documents, notes, data or other materials in either tangible or electronic form concerning the Trial Materials and Participant’s evaluation of same.
8. Ownership; No Right to Copy, Modify or Disassemble.
8.1. Ownership of Trial Materials. Participant agrees that nothing contained in this Agreement shall be construed as granting any ownership rights in the Trial Material or any Confidential Information disclosed pursuant to this Agreement. The Trial Material is proprietary to and the property of Celerium. Celerium retains all right, title, and interest in and to the Trial Materials and to any modifications, improvements, upgrades, updates, enhancements, or derivative works made thereto, and all of the intellectual property rights in and to the foregoing. All applicable rights in and to all copyright, trademarks, trade secrets, trade names, patents, and other intellectual property rights in or associated with the Trial Materials are and shall remain vested in Celerium. Participant shall have no intellectual property or other rights in the Trial Materials or any intellectual property of Celerium. Participant may not attempt to copy or reproduce the Trial Material or any information or documentation provided by Celerium.
8.2. Ownership of Participant Feedback. Participant agrees, that as a condition of participation in the Trial Program, Celerium shall own all right, title and interest in and to any Participant Feedback and related information, including without limitation, the right to retain and use any such Feedback in current or future products or services without any compensation to Participant and without being required to seek any consent, authorization or approval. Participant hereby assigns all right, title, and interest worldwide in the Feedback, including any and all related intellectual property rights therein, to Celerium.
8.3. No Right to Copy, Modify or Disassemble. Access to the Trial Materials is provided to Participant solely for the purpose of evaluation and testing the Trial Materials as set forth in this Agreement. Participant shall not, and shall not allow any third party to: (i) reverse engineer, alter, modify or disassemble the Trial Material, or any part thereof; (ii) attempt to directly or indirectly reproduce, duplicate, copy (including photos, videos, or screen shots), sell, resell, license, lease, create any derivative of, or otherwise transfer, distribute or commercially exploit any portion of, the Trial Materials; (iii) use any automated device, computer program, tool, algorithm, bot or similar process to mine or systematically scrape or extract data from the Trial Materials; or (iv) remove, obscure, or alter any notice or banner, including Celerium’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Trial Materials.
9. Disclaimer of Warranty. The Trial Material is a trial release offering and is not at the level of performance of a commercially available service offering. Therefore, by its nature, the Trial Material may contain errors, bugs and other problems that could cause system failure. Participant acknowledges that the Trial Material may be substantially modified or enhanced prior to first commercial release, or at Celerium’s option may not be released commercially in the future. Celerium reserves the right to alter the Trial Material at any time, and any reliance on the Trial Material is at Participant’s own risk. THE TRIAL MATERIALS ARE PROVIDED “AS IS” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. CELERIUM AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS. CELERIUM DOES NOT WARRANT THAT THE TRIAL MATERIAL WILL BE ACCURATE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NEITHER CELERIUM NOR ITS LICENSORS WARRANT THAT DEFECTS IN THE TRIAL MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY CELERIUM, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY
10. Limitation of Liability. CELERIUM AND ITS LICENSORS SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXAMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRIAL MATERIALS OR THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Term and Termination. The term of this Agreement shall commence on the Effective Date and continue in full force and effect for the Trial Period set forth above, unless otherwise terminated by a party with 10 calendar days’ prior written notice to the other party. The provisions of Sections 6 through 12 and any other provisions which by their nature would survive termination or expiration, shall survive the termination or expiration of this Agreement.
12. Miscellaneous. This Agreement and all transactions contemplated by this Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. During the term of this Agreement, neither Party shall be in default of its obligations to the extent that its performance is delayed or prevented by causes beyond its reasonable control, including but not limited to acts of God, natural disasters, bankruptcy of a contractor, supplier or service provider, strikes and other labor disturbances, pandemics, acts of war or civil disturbance. Participant shall not assign any rights or delegate any obligations under this Agreement, by operation of law or otherwise, without Celerium’s prior written consent. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier or by registered mail, return receipt requested. Notices to Celerium shall be sent to Celerium Inc., Attn: General Counsel, 100 N. Pacific Coast Highway, Suite 230, El Segundo, CA 90245, with a copy to legal-notices@celerium.com; and notices to Participant shall be sent to the address provided to Celerium when registering for the Trial Program, or such other address as either Party may specify in writing. Notices shall be effective upon receipt. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement may only be changed by mutual written agreement of the Parties. No failure on the part of either Party to exercise, and no delay in exercising any right or remedy hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.
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