The terms and conditions below apply to all those who sign up as testers of our New Product. If you are going to participate in our testing group and/or use the New Product, please read the terms below carefully. If the meaning or intention of a clause in the contract is unclear, please get in touch with us for clarification via email@example.com. By participating in our testing group and/or using the New Product you are accepting the terms below, which are legally binding.
These terms and conditions are and shall be applicable to you in connection with your use of the New Product as of your registration into the New Product testing group and until other terms and conditions, expressly applicable to your use of the New Product, are made available by Wix.com Ltd.
Alpha Testing Terms and Conditions
This Agreement is made by and between Wix.com Ltd. (“We”, “Wix” or the “Company”), and you (“you”, “Licensee” or the “User”).
General Terms and Conditions
WHEREAS, Wix has developed a new product (which, including all current and future modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material shall be referred to herein collectively as the “New Product”);
WHEREAS, Wix desires that the New Product will be tested by a closed alpha testing group prior to its public release (the “Alpha Stage”);
WHEREAS, you wish to serve as an alpha tester during the Alpha Stage for the New Product, subject to the terms and conditions below.
NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:
In consideration of the non-exclusive, non-transferable, revocable license to use the New Product granted to you by Wix subject to the terms hereof, you agree to serve as an “alpha tester” of the New Product and to provide Wix with useful input on the New Product, including on any problems, bugs, failures, deficiencies and other challenges you may have encountered while using the New Product, and other input and ideas you may have on how to improve, enhance or upgrade the New Product, or any other feedback you may have and deem relevant (collectively “Feedback”).
You acknowledge and understand that the New Product is a pre-release product and is not at the level of performance or compatibility of a final, generally available product offering. The New Product may not operate correctly or as intended and may be substantially modified prior to its first commercial release, or withdrawn altogether. The New Product is provided to you “AS IS” without warranty or technical support of any kind. You have the sole responsibility of informing third parties to whom you transfer, facilitate or otherwise enable the New Product, regarding the possible instability of the New Product. The entire risk arising out of the use or performance of the New Product, either by you or by such third parties, remains with you. In no event shall Wix be liable for any damage whatsoever arising out of the use of or inability to use the New Product (including, without limitation, loss of data, if any), even if Wix has been advised of the possibility of such damages.
By participating in the Alpha Stage, you hereby assign to Wix without any additional consideration, all right, title and interest to your Feedback and all proprietary rights therein, including, without limitation, all patents, copyrights, trade secrets, mask works, trademarks, moral rights and other intellectual property rights.
You acknowledge that Wix retains ownership of all right, title and interest to the New Product, including without limitation, its design and documentation, derivatives and versions thereof, and all intellectual property rights therein and thereto (including without limitation, all patent rights, design rights, copyrights and trade secret rights). If requested by Wix, you agree to execute and deliver any documents, statement, instruments, recordings or filings deemed necessary by Wix to protect and preserve its right, title and interest in and to the New Product under applicable law.
You hereby acknowledge that: (1) the New Product, including any and all functionalities, technology and information embedded therein, (2) the mere existence of the New Product, (3) the fact that Wix will provide you with the opportunity to test the New Product, (4) any Feedback that you may have on the New Product, and (5) any and all non-public information to which you will have access to, or which has been or will be disclosed to you, in connection with the New Product, (collectively referred to herein as the “Confidential Information”) is confidential and proprietary information of Wix, and you further acknowledge that you do not and shall not acquire any rights in the Confidential Information which is and shall remain the exclusive property of Wix. For the avoidance of doubt, the mere existence of the New Product and its specifications shall not be deemed “Confidential Information”.
You further acknowledge that Wix is a publicly traded company, and thus breach of your obligations under this Agreement could cause irreparable harm to Wix for which monetary damages may be difficult to ascertain or an inadequate remedy, and you therefore agree that Wix will have the right, not prejudice to its other rights and remedies, to seek injunctive relief for any violation of this Agreement. You confirm that you will not use, nor allow anyone on your behalf to use such confidential information as defined herein, in violation of applicable U.S. securities laws, or any other applicable law.
Notwithstanding anything to the contrary in the foregoing, in no circumstances will Wix be considered a “publisher” or endorser of any content, materials or features used or created by you in connection with the New Product. Furthermore, Wix assumes no liability for any content, materials and/or features created, integrated, incorporated, uploaded, posted, contributed or otherwise made available by you (subject in any event, to the confidentiality provisions contained herein) or any other party on or through the New Product or in the framework of the Alpha Stage, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with accessing and/or using the New Product and/or relying on any element therein, either created by Wix, by you,or by others including in connection with any derivatives thereto.
Upon completion of the Alpha Stage, you agree, if requested by Wix, to provide Feedback that is not deemed confidential to you, for use in press releases, customer testimonials, and as a reference in marketing and promotion initiatives by Wix. If requested by Wix, you will provide a quote to Wix that may be used in a press release or in promotional activities.
You acknowledge that, unless you are otherwise notified by Wix, access and usage of the New Product is granted to you for alpha testing purposes only. Wix reserves the right to modify or cease the development of the New Product or cancel your access to the New Product or your participation in the Alpha Stage (including removal of any materials created by you in connection with the New Product) for any reason, without notice, at any time, and without any liability towards you. Upon cancellation of your participation in the Alpha Stage, you shall immediately cease all use of the New Product and all derivatives thereof or materials created in connection thereto and shall, at your expense, return to Wix, or destroy if so requested by Wix, all Confidential Information and data (including all copies thereof) then in your possession, custody or control, and certify in writing as to such action.
This Agreement constitutes the entire and only agreement between the parties for the New Product and all other prior negotiations, representations, agreements, and understandings in connection thereto are superseded hereby.
Wix reserves the right to update or amend this Agreement without prior notice. You agree that we may (but are not obligated to) notify you of the updated terms by sending you an email or by any other form of communication.
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