Schemon - Legal - Beta Version Agreement

1. Introduction

This Beta Version (“Agreement'') and its terms (“Terms”) govern your access to and use of the beta version features of the portal (accessible from https://portal.schemon.com). This Agreement only relates to beta version features and not all features, for the complete SaaS offering please see the SaaS Agreement.

2. Definitions

The Sites and the Portal are provided by Schemon, Inc., a Delaware corporation located at Christiana Corporate Business Center, 200 Continental Dr, Suite 401, PMB 1578, Newark, DE, 19713, USA, collectively referred to as “Schemon”, “we”, “us”, or “our”).

As used in the Agreement, “you” or “Customer” means the individual or the entity you are accessing the Portal onbehalf of.

If you are accessing the portal by signing in, you are using the Schemon portal, referred as “user” in this Agreement. If you are using a Schemon portal with beta features enabled, you are referred as “Beta User” throughout this Agreement.

3. Terms

Subject to the terms and conditions of this Agreement, we grant the Beta User a nonexclusive, nontransferable license to use our service (“Service”) with beta features activated for a period designated by us 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 us 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 us to the Beta User, including products and services, information regarding technology, know-how, processes, software programs, research, development, financial information and information we provide 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 Beta User; (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 User’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 our request, the Beta User shall promptly return to Schemon 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 any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right. 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 Confidential Information or the Service. The Beta User will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information or the Service.
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 Schemon’s option may not be released commercially in the future. THE SERVICE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND SCHEMON 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 SCHEMON, 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 THE BETA USER.
SCHEMON 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 COMPANY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $50.00 OR THE AMOUNT THE BETA USER ACTUALLY PAID COMPANY UNDER THIS AGREEMENT (IF ANY).
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 Delaware. The Beta User hereby agrees that breach of this Agreement will cause Schemon irreparable damage for which recovery of damages would be inadequate, and that Schemon 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 Schemon.
The Beta User has caused this Agreement to be executed as of the date they first access the portal with beta features activated.

4. Updates to This Beta Version Agreement

ThisBeta Version Agreement might be updated from time to time. The dateat the top of this Beta Version Agreemen indicates when it was lastupdated. Please re-visit this Beta Version Agreemen regularly to stayinformed about changes.

5. How to Reach Us

Ifyou have a question about this Beta Version Agreemen, or you wouldlike to contact us about any of your rights mentioned herein, pleasecontact us at info@schemon.com.

Youmay reach us by mail at Schemon, Inc., Christiana Corporate BusinessCenter, 200 Continental Dr, Suite 401, PMB 1578, Newark, DE, 19713,USA.