- Dozuki Beta Program Agreement
- 1. General Terms
- 2. Beta Testing
- 3. DISCLAIMER OF WARRANTIES
- 4. LIABILITY
- 5. Beta Agreement
- 6. User Agreement
- 7. Beta Access Agreement
- 8. Beta Stability
- 9. Beta Commercialization
- 10. Agreement Terms
- 11. Indemnification
- 12. No Third Party Beneficiary
- 13. Force Majeure
- 14. Waiver
- 15. Assignment
- 16. Venue and Governing Law
- 17. Severability
- 18. Whole Agreement
This Dozuki Website Beta Program Agreement ("Agreement") sets out the terms on which iFixit ("Dozuki"), a California corporation, will provide the user and its company (collectively, the user and its company shall hereinafter be referred to as "User") with access to the Web site located at http://www.dozuki.com or such other addresses or uniform resource locators as may be specified by Dozuki (collectively, the "Site") for the purposes of evaluating the technical manual creation and dissemination product from Dozuki (the "Product").
In consideration of the recitals and the mutual covenants and agreements hereinafter set forth, Dozuki and User agree as follows:
This Agreement will govern User's access to and use of the Site. User acknowledges and agrees that but for this Agreement, the User would have no rights or access to this Site. Notwithstanding anything else herein, Dozuki may amend the terms of this Agreement at any time by posting amendments on the Site and any such amendments will be prospectively binding on User. If you, as User, agree to the terms set forth below, and indicate your agreement in the manner required below, you will be given access to the Site. If you do not indicate your agreement below, you will not be given access to Site. User acknowledges and agrees that this Website Access Agreement governs User’s access only to the Site, and that a separate subscriber, distribution or similar agreement (a "Subscriber Agreement") will be required in order to gain access to the Product.
User acknowledges and agrees that access to the Site is provided specifically and solely for the purposes of testing functionality and usability and other technical issues concerning the Product. User may opt-in to the Beta Test, provided, however, that User’s participation in the Beta Test shall be at Dozuki’s sole discretion. User acknowledges and agrees that any data created under the Beta Test may be lost, removed or damaged. User agrees, without reservation, to hold Dozuki and its affiliates harmless in connection with the Beta Test, the Site and materials thereon. User further acknowledges and agrees that a separate Subscriber Agreement will be required to receive the Product whether during or after the conclusion of the Beta Test. User agrees and covenants that it shall use the information received under the Beta Test only for internal beta testing purposes, and shall not, among other things, create content or store content in Product that if damaged or lost would cause User harm.
THE BETA TEST, THE SITE (AND THE MATERIALS THEREON,) AND THE PRODUCT ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. USER AGREES THAT NEITHER DOZUKI NOR ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, NOR ANY LICENSOR TO DOZUKI MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE BETA TEST, THE SITE (AND THE MATERIALS THEREON,) THE PRODUCT AND ANY DATA, OR THE TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE.
DOZUKI, ITS AFFILIATES, THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE TO USER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, LIABILITY OR OTHER DAMAGE, DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BETA TEST, THE SITE (AND THE MATERIALS THEREON,) THE PRODUCT AND ANY DATA THEREUNDER, INCLUDING BUT NOT LIMITED TO ANY INACCURACY OR INCOMPLETENESS IN, OR DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE DELIVERY OF, THE SITE OR THE DATA OR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY USER, ITS LICENSEES OR OTHER USERS OF ITS PRODUCTS OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS. DOZUKI, ITS AFFILIATES, THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE TO THE USER OR ANY OTHER PERSON OR ENTITY FOR LOSS OF BUSINESS REVENUES, LOST PROFITS OR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER EXPRESSLY ACKNOWLEDGES THAT DOZUKI AND ITS AFFILIATES DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, TO USER, ANY OF ITS LICENSEES OR OTHER THIRD PARTY WITH RESPECT TO THIS AGREEMENT, THE BETA TEST, THE SITE (AND THE MATERIALS THEREON,) THE PRODUCT AND ANY DATA, INCLUDING, WITHOUT LIMITATION: (i) ANY WARRANTIES WITH RESPECT TO THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SITE (AND THE MATERIALS THEREON), THE BETA TEST, OR ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED BY USER, ITS LICENSEES OR ANY THIRD PARTY IN CONNECTION WITH THE USE OF THE SITE (AND THE MATERIALS THEREON), THE BETA TEST, OR THE PRODUCT. IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE, THE CUMULATIVE LIABILITY OF DOZUKI, ITS AFFILIATES, THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS SHALL NOT EXCEED THE ACTUAL AMOUNT OF LOSS OR DAMAGE, OR THE SUM OF FIFTY DOLLARS ($50.00), WHICHEVER IS LESS.
User agrees that neither Dozuki nor any of its affiliates, nor any of their respective members, directors, officers, employees or agents, nor any licensor guarantees the sequence, accuracy or completeness of the Beta Test, the Site (or any materials thereon), or the Product, nor shall any of them be liable to User, any other individual, or any entity for any delays, inaccuracies, errors or omissions in the Beta Test, the Site (or any materials thereon), or the Product or in the transmission thereof, or for any other damages arising in connection with User's receipt or use of the Beta Test, the Site (or any materials thereon), or the Product.
User represents and warrants that:
- it has all necessary power and authority to execute and perform this Agreement
- this Agreement is legal, valid, binding and enforceable against User
- neither the execution of, nor performance under, this Agreement by User violates or will violate any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to User
- its access to and use of the Beta Test, the Site (and the materials thereon), or the Product will be in accordance with all applicable federal, state, and local laws, regulations, and treaties.
User acknowledges that Dozuki does not guarantee continuous, uninterrupted or secure access to the Beta Test, the Site (and the materials thereon) or the Product and acknowledges that transmission of data on any electronic system may be subject to: interruption; interference; blackout; failure; systems or service unavailability or failure; hardware or software malfunction or failure; interception by third parties; unauthorized access; theft; modification or inaccuracy. User further acknowledges that the reliability, availability, performance and other aspects of the Internet are beyond Dozuki's reasonable control.
User agrees and covenants that it shall use the information only as permitted under this Agreement and any Subscriber Agreements required for the Product, and shall not store, distribute or otherwise commercialize any information received from the Beta Test, the Site (or any of the materials thereon) or the Product. User further agrees and covenants that it shall not store, process or reformat the data, nor shall it create or recalculate indices or any original works or any financial instrument or investable product based on the Beta Test, the Site (or any of the materials thereon) or the Product.
This Agreement will commence as of the date that the User agrees to this Agreement and will continue thereafter unless and until terminated by Dozuki. Dozuki may immediately terminate this Agreement at any time and for any reason.
The User shall indemnify, protect and hold harmless Dozuki and its parent(s), subsidiaries, affiliates and any other Dozuki(s) (the "Participating Dozuki’s") providing data through this Site and/or their subsidiaries and affiliates and each of the foregoing entity’s respective officers, members, directors, employees, agents, designees, vendors, information providers, independent contractors and subcontractors from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs and expenses (including reasonable attorney's fees) ("Losses") relating to or arising out of this Agreement, the Site, the Beta Test and/or the Product.
Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not a party to this Agreement or imposing any obligations on Dozuki or any Participating Dozuki to persons not a party to this Agreement.
Dozuki and its affiliates shall not be deemed to be in default of any provision hereof or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, civil or military authority, civil disturbance, war, terrorism, strikes, fires, other catastrophes, power or telecommunications failure or any other cause beyond its reasonable control.
No waiver by either party of any default by the other in the performance of any provisions of this Agreement shall operate as a waiver of any continuing or future default, whether of a like or different character.
This Agreement may not be assigned by User without Dozuki’s express prior written consent. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns in accordance with its terms.
Except as set forth below, each party hereby consents to the jurisdiction of any federal or state court located in California with respect to any action arising from this Agreement and agree that this Agreement shall be governed and construed in all respects by the laws of the State of California, without giving effect to principles of conflict of law.
If any provision of this Agreement (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.
Except with respect to any other subscriber agreements required by Dozuki for the receipt of Product, this Agreement, as amended from time to time according to its terms, shall constitute the entire agreement between User and Dozuki respecting the Beta Test and the Site described herein, and shall supersede all prior agreements, arrangements, representations or promises, whether oral or written, as to its subject matter.