Last revised: August 12, 2020.
This Beta Test Agreement (“Agreement”) governs the disclosure of information by Infiniscene, Inc. (“Lightstream”) and you (“Beta User”) and the Beta User’s use of Lightstream’s beta service offering.
General Terms and Conditions
- Lighstream develops creative Software\Services for live video broadcasting including any modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material (collectively, the “Software”).
- Lightstream desires feedback on the Software and for the Software be tested prior to general release.
- Beta User wishes to serve as a tester for such Software;
- Subject to the terms and conditions of this Agreement, Lightstream grants the Beta User a nonexclusive, nontransferable license to use the Lightstream service (“Service”) for a period designated by the Lightstream for the purpose of testing and evaluating the Service.
- The Beta User agrees that it will at all times will hold in strict confidence and not disclose Confidential Information (as defined below) to any third party except as approved in writing by the Lightstream and will use the Confidential Information for no purpose other than evaluating the Service. The Beta User shall only permit access to Confidential Information to those of its employees having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. “Confidential Information” means all non-public materials and information provided or made available by Lightstream to you the Beta User, including products and services, information regarding technology, know-how, processes, software programs, research, development, financial information and information the Lightstream provides regarding third parties.
- The Beta User’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when the Beta User can document that: (a) it was in the public domain at the time it was communicated to the Recipient; (b) it entered the public domain subsequent to the time it was communicated to the Beta User through no fault of the Beta User; (c) it was in the Beta Users’s possession free of any obligation of confidence at the time it was communicated to the Beta User; (d) it was rightfully communicated to the Beta User free of any obligation of confidence subsequent to the time it was communicated to the Beta User; or (e) it was developed by employees or agents of the Beta User who had no access to any information communicated to the Beta User. After Beta User’s evaluation of the Service is complete, or upon request of the Lightstream, the Beta User shall promptly return to Lightstream all documents, notes and other tangible materials and return or certify the destruction of all electronic documents, notes, software, data, and other materials in electronic form representing the Confidential Information and all copies thereof.
- The Beta User agrees that nothing contained in this Agreement shall be construed as granting any ownership rights to (i) the Software, (ii) any Confidential Information disclosed pursuant to this Agreement, (iii) any of Lightstream’s inventions or any patenst, copyrights, trademarks, other intellectual property, (iv) or any and all intellectual property rights in the foregoing (the items in clauses (i) through (iv) being referred to as “Lightstream IP”), and Lightstream shall all time remain the sole owner and retain all right, title and interest in all Lightstream IP. The Beta User shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Lightstream IP, including, without limitation, the Confidential Information or the Software. The Beta User will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Lightstream IP.
- This Service is a beta release offering and is not at the level of performance of a commercially available product offering. The Service may not operate correctly and may be substantially modified prior to first commercial release, or at Lightstream’s option may not be released commercially in the future. THE SERVICE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND LIGHTSTREAM AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY LIGHTSTREAM, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE REMAINS WITH RECIPIENT.
- LIGHTSTREAM 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 EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE 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. IN NO EVENT WILL LIGHTSTREAM’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $50.00 OR THE AMOUNT RECIPIENT ACTUALLY PAID LIGHTSTREAM UNDER THIS AGREEMENT (IF ANY).
- Lightstream may terminate this Agreement at any time and for any or no reason, immediately upon notice to the Beta User. Upon termination of this Agreement, Beta User shall no longer access the Software and shall return to Lightstream all copies of the Software, all Confidential Information and copies thereof and any hardware or other Lightstream property in the possession of Beta User. The Beta User’s obligations under this Agreement shall survive any termination of this agreement. This Agreement shall be governed by and construed in accordance with the laws of Illinois. The Beta User hereby agrees that breach of this Agreement will cause Lightstream irreparable damage for which recovery of damages would be inadequate, and that the Lightstream shall therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. The Beta User will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Lightstream.