Public Beta Agreement

This Public Beta Agreement (“Agreement”) is made and entered into effective as of the date You first agree to this Agreement (“Effective Date”) and is made by and between You and Vercel Inc. with a principal place of business at 440 N Barranca Ave, #4133, Covina, CA 91723 (“Vercel,” “us,” “our”). By clicking to use or enable the Product, You are confirming that You understand and accept all of this Agreement.

If You are entering into these terms on behalf of a company or other legal entity, You represent that You have the legal authority to bind the entity to this Agreement, in which case “You” will mean the entity you represent. If You do not have such authority, or if You do not agree with the terms of this Agreement, You should not accept this Agreement and may not use the Product. Except as may be expressly set forth herein, Your use of the Product is governed by this Agreement, and not by the Terms (as defined below).

Any employee, contractor, or member of your organization (if applicable) who has been authorized to use the Services in accordance with the terms set forth herein. “You” as used in these Terms also includes Your “Authorized Users,” if any.

The period commencing on the Effective Date and ending upon the release by Vercel of a generally available version of the Product or termination in accordance with this Agreement.

The public beta version of any features, functionality, Software, SaaS, and all associated documentation (if any) (“Documentation”), collectively, made available by Vercel to you pursuant to this Agreement.

The public beta version of Vercel's proprietary software, if any, provided hereunder.

Our Terms of Service or Enterprise Terms and Conditions, or any other agreements you have entered into with us for the provision of our services.

Subject to your compliance with the Terms and this Agreement, Vercel hereby grants You a non-exclusive, non-transferable, limited license (without the right to sublicense), solely for the Beta Period, to:

• (i) access and use the Product and/or any associated Software;
• (ii) use all associated Documentation in connection with such authorized use of the Product and/or Software; and
• (iii) make one copy of any Documentation solely for archival and backup purposes.

In all cases of (i) - (iii) solely for Your personal or internal business use purposes.

The Software may contain open source software components (“Open Source Components”). Such Open Source Components are not licensed under this Agreement, but are instead licensed under the terms of the applicable open source license. Your use of each Open Source Component is subject to the terms of each applicable license which are available to You in the readme or license.txt file, or “About” box, of the Software or on request from Vercel.

By agreeing to this Agreement, You allow the Product to connect to Your Vercel account. You must have a valid and active Vercel account in good standing to use or access the Product. You shall not use the Product in violation of the Terms that govern Your Vercel account. You are responsible for each of Your Authorized Users hereunder and their compliance with the terms of this Agreement. You shall not, and shall not permit any Authorized User or any third party to:

• (i) reverse engineer, reverse assemble, or otherwise attempt to discover the source code of all or any portion of the Product;
• (ii) reproduce, modify, translate or create derivative works of all or any portion of the Product;
• (iii) export the Software or assist any third party to gain access, license, sublicense, resell distribute, assign, transfer or use the Product;
• (iv) remove or destroy any proprietary notices contained on or in the Product or any copies thereof; or
• (v) publish or disclose the results of any benchmarking of the Product, or use such results for Your own competing software development activities, in each case of (i) - (v) unless You have prior written permission from Vercel.

The Product made available to You is in "Beta” form, pre-release, and time limited. The Product may be incomplete and may contain errors or inaccuracies that could cause failures, corruption and/or loss of data or information. You expressly acknowledge and agree that, to the extent permitted by applicable law, all use of the Product is at your sole risk and the entire risk as to satisfactory quality, performance, accuracy, and effort is with You. You are responsible for the security of the environment in which You use the Software and You agree to follow best practices with respect to security. You acknowledge that Vercel has not publicly announced the availability of the Product, that Vercel has not promised or guaranteed to you that the Product will be announced or made available to anyone in the future, and that Vercel has no express or implied obligation to You to announce or introduce the Product or any similar or compatible product or to continue to offer or support the Product in the future.

YOU AGREE THAT VERCEL AND ITS LICENSORS PROVIDE THE PRODUCTS ON AN “AS IS” AND “WHERE IS” BASIS. NEITHER VERCEL NOR ITS LICENSORS MAKE ANY WARRANTIES WITH RESPECT TO THE PERFORMANCE OF THE PRODUCT OR RESULTS OBTAINED THEREFROM, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND VERCEL AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

All rights, title and interest in and to the Product and any improved, updated, modified or additional parts thereof, shall at all times remain the property of Vercel or its licensors. Nothing herein shall give or be deemed to give You any right, title or interest in or to the same except as expressly provided in this Agreement. Vercel reserves all rights not expressly granted herein.

Notwithstanding the disclaimer of warranty above, Vercel may, but is not required to provide You with support on the use of the Product in accordance with Vercel’s standard support terms.

You agree to use reasonable efforts to provide Vercel with oral feedback and/or written feedback related to Your use of the Product, including, but not limited to, a report of any errors which You discover in any Software or related Documentation. Such reports, and any other materials, information, ideas, concepts, feedback and know-how provided by You to Vercel concerning the Product and any information reported automatically through the Product to Vercel (“Feedback”) will be the property of Vercel. You agree to assign, and hereby assign, all right, title and interest worldwide in the Feedback, and the related intellectual property rights, to Vercel for Vercel to use and exploit in any manner and for any purpose, including to improve Vercel's products and services.

NEITHER VERCEL NOR ITS LICENSORS SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF CONTENT OR DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, AND EVEN IF VERCEL OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VERCEL'S TOTAL LIABILITY RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS (US $100.00). ADDITIONALLY, IN NO EVENT SHALL VERCEL'S LICENSORS BE LIABLE FOR ANY DAMAGES OF ANY KIND.

You and Vercel agree that the foregoing Section 7.1 on limitation of liability and the Section 5 above on warranty disclaimer fairly allocate the risks in the Agreement between the parties. You and Vercel further agree that this allocation is an essential element of the basis of the bargain between the parties and that the limitations specified in this Section 7 shall apply notwithstanding any failure of the essential purpose of this Agreement or any limited remedy hereunder.

This Agreement will continue in effect until the expiration of the Public Beta Period, unless otherwise extended in writing by Vercel, in its sole discretion, or the termination of this Agreement in accordance with this Section 8. Upon termination of this Agreement, You must cease use of the Product, unless You and Vercel have entered into a subsequent written license agreement that permits you to use or access the Product thereafter.

You may terminate this Agreement at any time by ceasing use of the Product. This Agreement will terminate immediately upon written notice from Vercel if You fail to comply with any provision of this Agreement, including the confidentiality provisions set forth herein. Vercel may terminate this Agreement or any use of the Product at any time, with or without cause, immediately on written notice to you. Except for Section 2 (“License Grant”), all Sections of this Agreement shall survive termination for a period of three (3) years from the date hereof.

Software provided under this Agreement is commercial computer software programs developed solely at private expense. As defined in U.S. Federal Acquisition Regulations (FAR) section 2.101 and U.S. Defense Federal Acquisition Regulations (DFAR) sections 252.227-7014(a)(1) and 252.227-7014(a)(5) (or otherwise as applicable to You), the Software licensed in this Agreement is deemed to be “commercial items” and “commercial computer software” and “commercial computer software documentation.” Consistent with FAR section 12.212 and DFAR section 227.7202, (or such other similar provisions as may be applicable to You), any use, modification, reproduction, release, performance, display, or disclosure of such commercial Software or commercial Software documentation by the U.S. government (or any agency or contractor thereof) shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California, U.S.A. without regard to conflict of laws principles.

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the remaining provisions of this Agreement shall not be affected thereby. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties.

This Agreement may not be assigned, sublicensed or otherwise transferred by either party without the other party's prior written consent except that either party may assign this Agreement without the other party's consent to any entity that acquires all or substantially all of such party's business or assets, whether by merger, sale of assets, or otherwise, provided that such entity assumes and agrees in writing to be bound by all of such party's obligations under this Agreement. This Agreement constitutes the parties' entire understanding regarding the Product, and supersedes any and all other prior or contemporaneous agreements, whether written or oral. Except as expressly set forth herein, all other terms and conditions of the Terms shall remain in full force and effect with respect to your access and use of Vercel's services, including the Product. If any terms of this Agreement conflict with the Terms, the conflicting terms in this Agreement shall control with respect to the Product.