This Agreement is between you, the User (“User”) and XNODE INC. (“XNODE”). XNODE agrees to provide User with a Beta version of the software package “No Code Software Development.” User agrees to abide by the terms of this Agreement.
PLEASE READ THIS AGREEMENT BEFORE RUNNING THIS BETA VERSION CLOUD PRODUCT ON YOUR COMPUTER. INSTALLATION AND OPERATION OF THIS CLOUD PRODUCT INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT. ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.
Beta Program. The beta access to XNODE INC’s no-code software development platform is provided under these general terms (Section 3). XNODE retains all copyrights and intellectual property (Section 4). Users will be required to register with XNODE INC with a User ID. The User ID may only be used by one individual or company. The beta is confidential and for your eyes only (Section 6). Users are encouraged to submit bug reports, and feedback through XNODE INC’s beta-feedback and bug report form (Section 7). Users should not expect information to be kept, or stored for use once the beta has ended, in addition during the beta, the individual projects may be erased. XNODE INC provides this beta “as is” with no warranties of fitness of purpose implied or otherwise (Section 10). Users also are being provided this beta FREE (Section 5).
1. Definitions.
1.1 “Cloud Product” means the Beta version of the platform application “No Code Software Development”
1.2 “Acceptance” means that the User has accepted the terms of this Agreement and has manifested said acceptance by installing or running the Cloud Product.
1.3 “Date of this Agreement” means the date on which the User has manifested Acceptance of this Agreement.
2. User’s Duties.
2.1 Intellectual Property. User recognizes that the entire Cloud Product is XNODE’s copyrighted and trademarked intellectual property.
2.2 Confidentiality Agreement. User agrees to abide by the terms of Paragraph 6.
2.3 Report to XNODE. User agrees to abide by the terms of Paragraph 7.
3. License.
XNODE GRANTS TO USER A NON-EXCLUSIVE LICENSE TO USE THE CLOUD PRODUCT AS PROVIDED IN THIS AGREEMENT. THE CLOUD PRODUCT IS LICENSED BY XNODE TO USER ACCORDING TO THE TERMS OF THIS AGREEMENT.
3.1 Use of Cloud Product. User may install and use the Cloud Product through the web portal on User’s computer(s). User is granted the right to make copies for backup or archival purposes.
3.2 Transfer to Third Parties. User may not transfer this Beta version Cloud Product to third parties.
3.3 Term of License. This License Agreement is effective until terminated by XNODE. User may terminate this License Agreement by permanently deleting the Cloud Product, and any backup or archival copies, from the computer(s) on which they are stored.
3.4 Restrictions. User may not lease, rent or sublicense the Cloud Product. User may not modify, reverse engineer, decompile, disassemble or create derivative works from the Cloud Product.
3.5 Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect the remainder of this Agreement, and this Agreement shall continue in force and effect to the full extent allowed by law.
4. Copyright.
The Cloud Product is copyrighted material owned by XNODE and is protected by United States copyright law. User may make copies of the Cloud Product as specified in Paragraph 3.1. User may physically transfer the software electronically over a network. User may not distribute the Cloud Product to others.
5. No Purchase Price.
User recognizes that the Cloud Product is a Beta version Cloud Product. User shall pay no purchase price for the Cloud Product, but shall abide by the terms of this Agreement.
6. Confidential Information.
6.1 Confidentiality. User recognizes that User’s operation of the Cloud Product shall allow User to come into possession of information that may comprise valuable trade secrets and other confidential information (“Confidential Information”) which is exclusively owned by XNODE. User expressly recognizes that such Confidential Information is being conveyed to User under conditions of confidentiality, and agrees that User shall not disclose Confidential Information to any third party during the term a period of one (1) year following the Date of this Agreement. User shall establish computer security policies and procedures designed to ensure the: security and integrity of XNODE’s Cloud Product and Confidential Information; protection against anticipated threats or hazards to the security or integrity of XNODE’s Cloud Product and Confidential Information; and protection against the unauthorized access or use of XNODE’s Cloud Product and Confidential Information. User shall permit XNODE to audit User’s compliance with this section during regular business hours upon reasonable notice to User, and to provide to XNODE copies of audits and system test results acquired by User in relation to the systems used to store XNODE’s Cloud Product and Confidential Information.
6.2 Non-Competition. User recognizes that XNODE’s Confidential Information may provide specific information relating to User’s respective industry, and that Confidential Information would unfairly benefit User, if User was to engage in that business. User agrees that, during the term of a period of one (1) year following the Date of this Agreement, User shall not engage in any business which is closely related to XNODE’s business, and User shall not enter employment for any third parties which are engaged in any business which is closely related to XNODE’s business.
7. Report to XNODE.
User recognizes that the Cloud Product is a Beta version and that User’s operation of the Cloud Product may result in bugs and errors. The knowledge of these bugs and errors may be helpful to XNODE in its final development of the Alpha version of the Cloud Product. User agrees to voluntarily report to XNODE any bugs or errors which User recognizes in the operation of the Cloud Product. This report to XNODE is strictly voluntary. Failure to report bugs or errors to XNODE in no way terminates or alters User’s duties under this Agreement.
8. Choice Of Law.
This Agreement shall be construed and controlled by the laws of the State of Delaware Any dispute concerning or breach of the terms of this Agreement will be governed by the laws of the State of Delaware.
9. Indemnification.
XNODE shall not undertake to resolve any disputes or litigation on User’s behalf involving use of the services described herein, and User agrees that it shall indemnify, hold XNODE harmless and defend XNODE against any disputes involving use of the Cloud Product.
10. Disclaimers.
The product provided by XNODE is provided “AS IS”, WITHOUT WARRANTY OF ANY KIND TO USER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OF THE COMPUTER PROGRAM; FITNESS FOR LICENSEE’S PURPOSE OR SYSTEM INTEGRATION; ACCURACY OF INFORMATIONAL CONTENT; NON-INFRINGEMENT; QUIET ENJOYMENT; AND TITLE. USER AGREES THAT ANY EFFORTS BY XNODE TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY XNODE WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. USER FURTHER AGREES THAT XNODE SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF XNODE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to User. In such jurisdictions, XNODE’s liability is limited to the greatest extent permitted by law.
11. Entire Agreement
This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only in writing, and shall be effective only after affixation of both parties’ signatures.
12. Knowing Consent and Authority to Consent
The parties knowingly and expressly consent to the foregoing terms and conditions. Each party is authorized to enter into this Agreement on behalf of its respective party.