This beta customer agreement (the “Agreement”) is made as of the Effective Date set forth above between Slope.io, Inc. (“Slope”), a Delaware corporation having its principal place of business at 440 Monticello Avenue, Suite 1802, PMB 21103, Norfolk, VA 23510, and the Customer identified by email address as accepting this agreement.
(a) Service. "Service" means Slope's clinical trials software service.
(a) Service. During the term and subject to the terms of this Agreement, Slope shall provide the Service to Customer and hereby grants to Customer the right to use the Service solely for its internal business purposes for users of the Customers’ account. Beta features of the Service may have performance issues, bugs and other problems that may impact feature use, and remediation of these issues will be at Slope’s sole convenience and discretion. Customer will be able to use certain data entered into the Service during the beta phase for free, but the free period ends if/when the beta feature(s) transition into standard production of the Service. Use of the production version of the same features of the Service may require a new service agreement that is a requirement of a paid feature service.
(b) Testing and Feedback. In consideration for being given free access to the Service during the beta period Customer shall notify Slope of all errors, functional limitations, suggestions for improvement, and suggestions for new features that come to Customer's attention, and hereby assigns to Slope all right, title and interest to such recommendations and all intellectual property rights therein. Customer shall provide responses to questions, surveys, and other requests for feedback on the Service as reasonably requested by Slope.
(c) Term. The term of this Agreement commences on the Effective Date hereof and will continue for one year.
(a) Definition of Confidential Information. “Confidential Information” means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (B) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) nonpublic information relating to a party’s technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (ii) third-party information that Company is obligated to keep confidential; (iii) the material terms and conditions of this Agreement; and (iv) any nonpublic information relating to any activities conducted hereunder.
(b) Exclusions. Notwithstanding the above, the term “Confidential Information” does not include any information that is either:
(i) readily discernible from publicly-available products or literature; or
(ii) approved for disclosure by prior written permission of an executive officer of the disclosing party.
(c) Use of Confidential Information. Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and it shall not disclose the Confidential Information to any other persons without the disclosing party’s express written authorization.
(d) Required Disclosures. A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.
(e) Return of Information. If a disclosing party so requests at any time, the receiving party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession.
(f) Survival. The parties hereto covenant and agree that this Section 3 will survive the expiration, termination, or cancellation of this Agreement for a period of three years, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.
(a) Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SLOPE MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE PROVIDED OR THE RESULTS OF USE OF THE SERVICE. SLOPE HEREBY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
(b) Disclaimer of Consequential Damages. SLOPE HAS NO LIABILITY WITH RESPECT TO THE SERVICE OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF SLOPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) Limitations of Liability. SLOPE'S TOTAL LIABILITY TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO ALL FEES PAID TO SLOPE DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.
(a) Promotional Materials. Neither party may include statements, nor use the other party's name and logos, in its website, commercial advertisements and promotional materials for the sole purpose of indicating that Customer is a beta user of the Service unless expressly agreed in a superseding agreement.
(b) Governing Law. The laws of the State of Delaware (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement.
(c) Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the unsuccessful party shall pay to the successful party its reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled.
(d) Entire Agreement. This constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of any other party except for those expressly contained in this Agreement.
(e) Amendments. The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.
(f) Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Sections 4 and 5 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.