GelatoConnect Beta Services Terms
1. General
These GelatoConnect Beta Services Terms (“Beta Terms”) govern your access to and use of any GelatoConnect Beta Services.
These Beta Terms are incorporated into and form part of the GelatoConnect Master Services Agreement (“MSA”). Certain terms used in these Beta Terms are defined in the MSA.
In the event of any conflict between these Beta Terms and the MSA, these Beta Terms shall govern solely with respect to the Beta Services.
2. Beta Program Participation
2.1. Definition: A "Beta Service" is a pre-release version of a GelatoConnect service or module, provided by Gelato for evaluation purposes. The specific functionality and purpose of each Beta Service will be further described in the applicable Order Form (if any) or related documentation.
2.2. Purpose of Participation: By voluntarily participating in any Beta program, you acknowledge that you gain early access to the Beta Service with the sole purpose of testing and evaluating it. You agree to commit to providing feedback to Gelato on its functionality, performance, and usability. You acknowledge that your feedback is essential to help Gelato improve the Beta Service.
2.3. Beta Services Ownership. As detailed in the section governing Intellectual Property Rights of the MSA, we hold all intellectual property rights for the Beta Services and everything related to them.
2.4. Confidentiality: The Beta Services and related information, including your participation in the Beta program, your feedback, the nature and performance of the Beta Services, and any documentation or specifications related to the Beta Services, constitute confidential information. You agree to keep this information confidential and not to disclose it to any third party without Gelato's prior written consent.
2.5. Feedback and Gelato's Rights: You agree to provide feedback regarding your use of the Beta Services. You assign to us all right, title and interest in and to any feedback, suggestions, ideas, or comments you provide ("Feedback"), without any right to compensation or other obligation from us. If such assignment is not permitted by applicable law, you grant to us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide, perpetual license to use and exploit all Feedback for any purpose. You agree not to provide Feedback that is subject to third-party intellectual property rights or that contains confidential information of third parties.
2.6. Customer Onboarding Commitment: Throughout the Beta Term, you shall comply with the onboarding process outlined by Gelato, including designating a primary contact person, allocating appropriate personnel and resources to the deployment of the Beta Service, actively engage in the onboarding process as outlined by Gelato, and use your best commercial efforts to ensure the Beta Service is properly configured and evaluated.
2.7. Beta Limitations: You acknowledge and agree that the Beta Service is a pre-release version and may be subject to significant limitations as further specified in section 5, including but not limited to: (a) errors, bugs, and inaccuracies, (b) incomplete or missing functionality (c), instability, crashes, or performance issues.
3. Term and Termination
3.1. Beta Term: This Beta Term lasts as specified in the Order Form (if applicable) or otherwise agreed by us, unless ended earlier. We may extend it.
3.2. Termination: Either party can end your participation and access to the Beta at any time with written notice during the Beta Term.
3.3. Post-Beta Term: After the Beta Term, and unless terminated by you or Gelato, your access will continue for the period specified in the Order Form (if applicable) ("Contract Term") and will be governed by the then-current Service Terms published on our legal webpage. Reviewing these terms before the Beta Term ends is your responsibility. Continued use after the Beta Term means you accept these terms. Fees will apply as outlined in section 4.2.
3.4. Modification or Discontinuation: We reserve the right to modify, suspend, or discontinue the Beta Service, in whole or in part, at any time, without prior notice or liability to you. You further acknowledge and agree that there is no obligation or guarantee that the Beta Service will be released as a commercial product.
4. Fees
4.1. Beta Fees: We reserve the right to offer Beta Services to you for free or to charge you fees to access and use the Beta Services. If fees are applicable, you will be informed beforehand.
4.2. Commercial Fees: If the Beta Service is released commercially, applicable fees for the commercial service will apply from the end of the Beta Term. Unless otherwise set forth in a prior written agreement between you and Gelato, the fees will be determined by Gelato and communicated to you prior to or upon the commercial release.
5. Disclaimer of warranties
5.1. No guarantee of Performance or Availability: Gelato does not guarantee that the Beta Service will perform within a specific timeframe or will be continuously available.
5.2. No Guarantee of Accuracy or Reliability: We make no representations or warranties of any kind regarding the accuracy, completeness, free of errors or bugs, reliability, stability, or performance of the Beta Service.
5.3. Reliance and Verification: You acknowledge and agree that any reliance upon the Beta Service is at your sole risk. You bear the sole responsibility for verifying the accuracy of any output from the Beta Service and for all decisions made in connection with or reliance upon such output. You are strongly advised to independently verify any critical output before making any business decisions predicated upon the Beta Service's output.
6. Exclusion and Limitation of Liability
6.1. THE BETA SERVICE IS PROVIDED "AS IS", " AND WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE BETA SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM HARMFUL COMPONENTS.
6.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GELATO BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE BETA SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR: (I) LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES; (II) ERRORS, INACCURACIES, OR OMISSIONS; (III) SERVICE INTERRUPTIONS OR DELAYS; (IV) DATA LOSS OR CORRUPTION; OR (V) ANY OTHER MATTER RELATING TO THE BETA SERVICE, INCLUDING BUT NOT LIMITED TO ANY INACCURACIES IN BUSINESS DECISIONS MADE BASED ON THE BETA SERVICE'S OUTPUT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE BETA SERVICE IS AT YOUR SOLE RISK.
6.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE BETA TERMS AND THE MSA TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE BETA SERVICE SHALL NOT EXCEED ONE HUNDRED EUROS (100 EUR). THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEPT IN CASES OF FRAUD OR WILLFUL MISCONDUCT.
6. Support
During the Beta Term, and depending on the Service, Gelato may provide support, which will be limited in scope and availability. Gelato provides no guarantee as to the response time or resolution of any issues arising from your use of the Beta Service. Standard GelatoConnect support terms in the MSA will apply during the Contract Term.
7. Other Applicable Terms
You agree that in addition to these Beta Terms, your use of the Beta Services is subject to the MSA. If these Beta Terms conflict with the MSA, these Beta Terms will govern with respect to your use of the Beta Product to the extent of the conflict.