Beta Terms and Conditions

Last updated: Sep 8, 2022

This Beta Tester Agreement (this “Beta Agreement”) is entered into between Hermis, Inc., a Delaware Corporation (“Hermis”), and you (“You”). This Beta Tester Agreement governs your access to and use of certain software and related services (the “Beta Services”) offered by Hermis solely for testing and evaluation purposes. Further description and related details of the Beta Services may be provided to you at the time you access or engage with the Beta Services. By accessing or using the Beta Services, you agree to be bound by this Beta Agreement and accept all of its terms.  If you do not accept all the terms of this Beta Agreement, then you may not use the Beta Services.

1. Terms of Use. You acknowledge and agree that your access and use of the Beta Services will be subject to the Hermis' terms of use (accessible at https://www.hermi.is/terms-and-conditions) (“T&C”) and Privacy Policy (accessible at https://www.herm.is/privacy-policy/) (“Privacy Policy”), both of which are incorporated herein by reference, and the Beta Services are part of the Services (as such term is defined in the T&C) for purposes of the T&C and Privacy Policy. In the event of a conflict between the terms of this Beta Agreement and any terms of the T&C, this Beta Agreement supersedes the T&C with respect to your access to and use of the Beta Services.

2. Acknowledgment of Beta Services Limitations. You acknowledge that: (a) the Beta Services have not been made commercially available by Hermis; (b) the Beta Services may not operate properly, be in final form or fully functional; (c) the Beta Services may contain errors, design flaws or other problems; (d) it may not be possible to make the Beta Services fully functional; (e) use of the Beta Services may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; and (f) Hermis has no obligation to release a commercial version of the Beta Services or otherwise introduce the Beta Services.  You assume all risk arising from use of the Beta Services as further stated in this Beta Agreement.

3. Obligations under Third Party Agreements.  If you have obligations to any third party, such as under the terms, conditions or policies of a telecommunication services provider that you use or through which you purchase data services (as a non-limiting example), you, and not Hermis, are solely responsible for your compliance with those requirements.  By providing you with access to the Beta Services, Hermis does not warrant or guarantee that how you may choose to use the Beta Services is allowed by any particular service provider, nor that your use complies with any laws or regulations that may apply to your use or purchase of any other services. Hermis is not liable for your failure to comply with any applicable local, state, national and foreign laws, treaties and regulations or any contracts, rules, policies or procedures applicable to your activities.

4. Feedback. You agree to (a) test the Beta Services and cooperate with Hermis in evaluating the Beta Services, and (b) provide Hermis with feedback as reasonably requested from time to time. All feedback, comments, and suggestions for improvements that you provide to Hermis hereunder are referred to collectively as “Feedback”. You hereby grant Hermis a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

5. Ownership. As between the parties, Hermis is the sole owner of all rights, title and interest in and to the Beta Services, including all intellectual property rights therein. You will not acquire any rights or licenses in the Beta Services or Hermis' Confidential Information, except as expressly provided in Section 4.1 this Beta Agreement.

6. Confidentiality.

6.1.  For purposes of this Beta Agreement, “Confidential Information” means the Beta Services and any information or materials disclosed by or on behalf of Hermis to you that (a) is marked “confidential” or “proprietary” or with a similar designation at the time of such disclosure, or (b) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary.  You agree: (i) to maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; and (iii) not to use any Confidential Information for any purpose except for the purpose of testing and evaluating the Beta Services in accordance with this Beta Agreement and the T&C.

6.2.  Upon termination of this Beta Agreement, or earlier upon Hermis' request, you will promptly return to Hermis, or, at Hermis' option, destroy, all tangible items and embodiments containing or consisting of Confidential Information and all copies thereof. All Confidential Information remains the sole and exclusive property of Hermis.

6.3.  You agree that any breach of this Beta Agreement by you may result in irreparable harm to Hermis, for which damages would be an inadequate remedy and therefore, in addition to its rights and remedies otherwise available at law, Hermis shall be entitled to seek equitable relief, including injunction, in the event of such breach.

7. Termination. Hermis reserves the right to modify or terminate the Beta Services, this Beta Agreement, or your use of the Beta Services, or to limit or deny access to the Beta Services,  at any time, in its sole discretion, for any reason, with or without notice and without liability to you. You may discontinue your use of the Beta Services at any time. Upon any termination, discontinuation or cancellation of the Beta Services, this Beta Agreement or your access, the following sections of this Beta Agreement will survive: 2, 3, 4, 5 and 6.