PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THE JOHEGO BETA PROGRAM AGREEMENT (“AGREEMENT”) CAREFULLY. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “AGREE AND VIEW APP” BUTTON. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “DECLINE” BUTTON AND YOU WILL BE UNABLE TO PARTICIPATE IN THE JOHEGO BETA PROGRAM.
JOHEGO BETA PROGRAM AGREEMENT
1. Participation in the JOHEGO Beta Program. The purpose of the JOHEGO Beta Program (“Beta Program”) is to make alpha, beta, and other pre-release software, pre-release webapps, pre-release services, and related documentation, materials, and information (collectively, the “Pre-Release Software”) available to Beta Program participants for the purpose of providing Johego with feedback on the quality and usability of the Pre-Release Software. You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and Johego. You understand that your participation in the Beta Program does not obligate Johego to provide you with any Pre-Release Software. Johego reserves the right to modify the terms, conditions, and policies of this Beta Program at any time without notice, and to revoke your participation in this Beta Program at any time.
You also certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to join the Beta Program. This Agreement is void where prohibited by law and the right to become a Beta Program participant is not granted in such jurisdictions. Unless otherwise agreed or permitted by Johego in writing, you cannot share or transfer any software or other materials you receive from Johego in connection with being a Beta Program participant. If participation in the Beta Program requires use of an ID and password to login, such ID and password cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your ID and password and for any activity in connection with your account.
2. Access to Pre-Release Software. You understand that Johego may make Pre-Release Software available to Beta Program participants online and/or as otherwise provided through the Beta Program.
3. License Grant and Restrictions. Subject to your compliance with this Agreement, Johego hereby grants you a personal, limited license to use the Johego Pre-Release Software solely for testing and evaluation purposes and only in connection with this Beta Program. This license does not grant you the right to use the Johego Pre-Release Software for any other purpose, or to disclose, reproduce, distribute, modify or create derivative works of the Johego Pre-Release Software. You agree not to decompile, reverse engineer, copy the business model, disassemble, decrypt, or otherwise attempt to derive the source code of any Johego Pre-Release Software (except as and only to the extent the foregoing restrictions are prohibited by applicable law, or to the extent as may be permitted by licensing terms governing use of opensourced components included with any such Johego Pre-Release Software). You certify that the Johego Pre-Release Software will only be used for testing and evaluation purposes in connection with the Beta Program, and will not be rented, sold, leased, sublicensed, assigned, distributed or otherwise transferred. Johego retains ownership of all Johego Pre-Release Software, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Johego intellectual property.
4. Feedback. As part of the Beta Program, Johego will provide you with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports and/or support information (collectively, “Feedback”) to Johego. Johego’s preferred method of obtaining Feedback is for you to submit Feedback through the message form on the “Contact” page of the website; however, Johego may request this information from you through email, telephone, in-person interviews, focus groups, web questionnaires, bug forms, and other mechanisms. By agreeing to this Agreement, you agree that Johego may contact you from time to time about the Beta Program, and you hereby consent to receive such communications. You agree that in the absence of a separate written agreement to the contrary, Johego will be free to use any Feedback you provide for any purpose.
5. Definition of Confidential Information. You agree that the Pre-Release Software and any information concerning the Pre-Release Software (including its nature and existence, features, functionality, and screen shots), and any other information disclosed by Johego to you in connection with the Beta Program will be considered and referred to in this Agreement as “Confidential Information.” Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of yours, (b) is generally made available to the public by Johego, (c) is independently developed by you without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (e) any third party software and/or documentation provided to you by Johego and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement. All Confidential Information remains the sole property of Johego and you have no implied licenses or other rights in the Confidential Information not specified in this Agreement.
6. Nonuse and Nondisclosure of Confidential Information. Except as expressly permitted in this Section 6, you agree that you will not disclose, publish, or otherwise disseminate any Confidential Information unless otherwise expressly permitted or agreed to in writing by Johego. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the Johego Pre-Release Software to third parties. You agree to accept Confidential Information for the sole purpose of affecting the permitted uses of the Johego Pre-Release Software as set forth in this Agreement. You agree not to use Confidential Information otherwise for your own or any third party’s benefit without the prior written approval of an authorized representative of Johego in each instance. You hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Johego that may be difficult to ascertain. Accordingly, you agree that Johego will have the right to seek immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
7. Precautions for the use of Pre-Release Software. JOHEGO SHALL NOT BE RESPONSIBLE FOR ANY COSTS, EXPENSES OR OTHER LIABILITIES YOU MAY INCUR AS A RESULT OF YOUR TESTING, INSTALLATION OR USE OF PRE-RELEASE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE OR DATA OR ANY LOSS OF DATA OR INFORMATION ARISING FROM YOUR USE OF SUCH PRE-RELEASE SOFTWARE. In addition, the Pre-Release Software may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your computer and from peripherals (including, without limitation, servers and printers) connected thereto. Johego strongly encourages you to back-up all data and information on your computer and any peripherals prior to your participation in the Beta Program.
8. Consent to Collection and Use of Data. In order to test and improve Johego products and services, you acknowledge and agree that Johego will be collecting, using, storing, processing, and analyzing your information as part of the Beta Program. The information will be used to improve Johego products and services. Johego may also use de-identified data for any purposes it chooses. Johego will only release information to a 3rd party if required by law. By using pre-release versions of Johego products and/or services, you acknowledge and agree that Johego has your permission to collect and use all such information.
9. No Warranty. The Johego Software provided hereunder may be designated as alpha, beta, development, pre-release, untested, or not fully tested versions. The Johego Software may be incomplete and may contain errors or inaccuracies that could cause failures, corruption and/or loss of data or information. While Johego will attempt to maintain the accuracy of information, Johego is dependent upon Beta Program participants providing accurate information. You expressly acknowledge and agree that, to the extent permitted by applicable law, all use of the Johego Software is at your sole risk and that the entire risk as to satisfactory quality, performance accuracy and effort is with you. JOHEGO IS PROVIDING ALL CONFIDENTIAL INFORMATION, INCLUDING THE PRE-RELEASE SOFTWARE, TO YOU SOLELY ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTIBILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge that Johego has not publicly announced the availability of the Pre-Release Software, that Johego has not promised or guaranteed to you that such Pre-Release Software will be announced or made available to anyone in the future, and that Johego has no express or implied obligation to you to announce or introduce the Pre-Release Software or any similar or compatible product, or to continue to offer access to the Pre-Release Software in the future.
10. Disclaimer of Liability. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH TESTING, INSTALLATION, OR USE OF THE PRE-RELEASE SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE PRE-RELEASE SOFTWARE ON YOUR COMPUTER AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL JOHEGO BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE PRE-RELEASE SOFTWARE ON YOUR COMPUTER AND/OR ANY PERIPHERALS CONNECTED THERETO, AND/OR FROM ANY OTHER CONFIDENTIAL INFORMATION, AND/OR JOHEGO’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF JOHEGO HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL JOHEGO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. Term and Termination. This Agreement will continue in effect until terminated in accordance with this Section 11. You may terminate this Agreement at any time, for any reason, but only by returning or destroying any Confidential Information that is in your possession or control (including, without limitation, any Pre-Release Software); provided however that if you are unable to purge certain Pre-Release Software from your computer, then you agree that you will continue to hold the Pre-Release Software as Confidential Information. Johego may terminate this Agreement at any time, with or without cause, immediately upon written notice to you, and may terminate this Agreement immediately for any breach of the confidentiality provisions set forth herein. Within seven (7) days of your receipt of Johego’s termination notice, or earlier if requested by Johego, you will return, cease all use of, and/or destroy the Pre-Release Software and all other Confidential Information as provided in this Section. Following termination of this Agreement for any reason, the restrictions of Section 3, 4-8, and 11-14, inclusive, will continue to bind the parties.
12. No Waiver or Assignment. No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Johego, and no single waiver will constitute a continuing or subsequent waiver. This Agreement may not be assigned by you in whole or in part. Any contrary assignment shall be null and void.
13. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Missouri.
14. Sever ability. Complete Understanding. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, including any appendices made effective pursuant to this Agreement and any additional licenses accompanying the Johego Pre-Release Software, constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. Except as expressly set forth herein, any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in your jurisdiction.