IMPORTANT – READ CAREFULLY:
You also hereby acknowledge that NGJ has not made any representations, promises or guarantees that the Services will ever be announced or made available to anyone in the future and that NGJ has no express or implied obligation to you to announce or introduce the Services. NGJ may discontinue any Beta Program or Beta Service at any time, in its sole discretion, with or without notice. With respect to the Services, this subsection shall supersede any other terms and conditions contained herein, but only to the extent necessary to resolve conflict.
1.1 Description. The Services may be a separate, stand-alone service accessible apart from the generally available service to which you subscribe, or it may be a feature or functionality of that service. Further description of the Service is provided at the time you enter the Beta Program, or when a Service is added to the Beta Program, and may be updated from time to time by NGJ as the Beta Program progresses (the “Documentation”).
1.2. “As Is” Status. By accepting these terms or using the Services, you understand and acknowledge that the Services are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Services may contain bugs, errors, and other problems. NGJ strongly recommends that you back up all data and information prior to using the Services. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, NGJ is not obligated to provide any maintenance, technical or other support for the Services.
1.3. Feedback. The Services are made available to you for purposes of evaluation and feedback without any compensation or reimbursement of any kind from NGJ. You acknowledge the importance of communication between NGJ and you during your use of the Services and hereby agree to receive related correspondence and updates from NGJ. In the event you request to opt out from such communications, your participation in the Beta Program will be canceled. During the Beta Program, you will be asked to provide feedback regarding your use of the Services. You acknowledge that NGJ owns any feedback provided, and you hereby grant to NGJ, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any NGJ product or service (including the Services) at any time at the sole discretion of NGJ. NGJ will not publish feedback in a way that is attributable to you without your consent.
1.5 Limitations on Use. Limitations specific to any Service may be contained in the Documentation. You may use the Service pursuant to these terms during any period when the Beta Program is live. When a Beta Program is not live, you will no longer have access to the Services. NGJ reserves the right to modify or impose any limitations on the use of the Services at any time, with or without notice to you.
2. Participation in the Beta Program.
2.2. Reverse Engineering. Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Services and/or any other aspect of NGJ technology.
3. Copyright. NGJ respects the intellectual property rights of others. If you believe the Services have been used in a way that constitutes copyright infringement, please notify us. NGJ reserves the right to delete or disable allegedly infringing content and to terminate the accounts of users who are repeat infringers. NGJ also reserves the right to forward the information in the copyright-infringement notice to the user who allegedly provided the infringing content.
4. Intellectual Property. You agree that NGJ owns all legal right, title and interest in and to the Beta Program and the Services, including all intellectual property rights, and except for the license provided herein, no other rights or permissions to any of the Services is granted. Nothing herein gives you a right to use any of NGJ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
5. Modification and Termination of the Service. NGJ reserves the right to modify or terminate the Beta Program or the Services, or your use of the Beta Program or the Services, to limit or deny access to the Services and/or participation in the Beta Program, at any time, in its sole discretion, for any reason, with or without notice and without liability to you. You may discontinue your use of the Services at any time.
6. DISCLAIMER OF WARRANTIES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED BY NGJ ON AN “AS IS” BASIS AND AS AVAILABLE, AND YOUR ACCESS TO AND/OR USE OF THE NGJ BETA PROGRAM OR BETA SERVICES, IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NGJ EXPRESSLY DISCLAIMS ALL AND YOU RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NGJ MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES NGJ MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NGJ OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
7. LIMITATION ON LIABILITY. IN NO EVENT SHALL NGJ BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT NGJ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NGJ LIABILITY HEREUNDER IS LIMITED TO $50.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Indemnification. You agree to hold harmless and indemnify NGJ, its affiliates and subsidiaries, officers, directors, agents, and employees (collectively “NGJ Indemnified Parties”) from and against any third party claim arising from or in any way related to (i) your breach of the Terms, (ii) your use of the Beta Program and/or Services, (iii) your violation of applicable laws, rules or regulations in connection with the Services, or (iv) your user content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, NGJ will provide you with written notice of such claim, suit or action.
9. Confidential Information. You acknowledge and agree that: (i) subject to sub-paragraph (iv), the successful market launch of commercial versions of the Services requires you to keep all NGJ data and information discussed and/or made available through or contained in Beta Program, including, without limitation, the Services (collectively the “Confidential Information”) strictly confidential; (ii) the premature release of any of the Confidential Information would damage NGJ’s competitive edge and intellectual property rights; (iii) the Confidential Information shall not be shared with anyone other than other authorized participants of the same Beta Program; and (iv) only Confidential Information that has been publicly released by NGJ may be discussed or shown to the public.
10. Changes to the Terms. NGJ reserves the right to make changes to the Terms from time to time, and will notify you in such an event. You understand and agree that if you use the Services after the date on which the Terms have changed, NGJ will treat your use as acceptance of the updated Terms.
11. Additional Terms.
11.1. Compliance with Laws. Both parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable import and export laws and regulations governing use, transmission and/or communication of content, in connection with their performance, access and/or use of the Services.
11.2. International Use. The Service is intended for use only from within the United States. If you choose to access the Services from locations other than the United States, you do so on your own initiative and at your own risk and you are responsible for compliance with all relevant laws and regulations. NGJ does not guarantee that the Services shall be appropriate and/or available for use in any particular location.