Pilot Program Agreement
Thank you for your interest in signing up for the opportunity to receive early access to a new or enhanced product, service and/or feature (“Pilot Program”) with ShowingTime.com, LLC (together with its affiliates, “Company”). By clicking a registration, submission button or form submission, or by otherwise using the Pilot Program or accessing any content provided by us through the Pilot Program, you (“Participant”) agree to be bound by the following terms (the “Agreement”).
- Company hereby grants to Participant a limited, nonexclusive, non-transferable, royalty-free, revocable license to access, evaluate and test as a participant in the Pilot Program.
- By participating, Participant acknowledges and agrees that (i) the Pilot Program is still in a testing phase, and accordingly the Pilot Program may contain errors and is being provided to Participant “as is”; (ii) Company is not obligated to correct errors, correct the effects of errors (including recovering lost data or compensation for lost data); and (iii) Company may change, withdraw, or discontinue the Pilot Program in Company’s sole discretion.
- Participant will not: (i) allow access to the Pilot Program or any associated materials provided by Company by any third party other than Participant’s employees, as applicable, who have a need to use or access the Pilot Program; (ii) use the Pilot Program in violation of the Agreement or any Pilot Program specific policies and guidelines provided to Participant by Company; (iii) otherwise access or use the Pilot Program in any manner or for any purpose not expressly permitted by this Agreement; and (iv) issue any press release or otherwise make any public statements or disclosures (including to the internet press, e.g., any blogs) regarding this Agreement, the Pilot Program, or Participant’s participation thereof without the prior written approval of Company. Except for the limited rights expressly granted in this Agreement, Company retains all right, title and interest in and to the Pilot Program, including all related intellectual property rights.
- In connection with Participant’s participation in the Pilot Program, Participant may receive nonpublic information from Company, (including any nonpublic features, performance-related information related to the Pilot Program), and other information of commercial and other value in Company’s business. All such information is confidential in nature will be deemed Company’s “Confidential Information”.
- The Confidential Information is the sole and exclusive property of Company, and no license is granted to the Confidential Information. Participant agrees (i) to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information; (ii) not to disclose any such Confidential Information or any information derived therefrom to any third person, unless authorized to do so by Company; and (iii) not to make any use whatsoever at any time of such Confidential Information except for the sole limited purpose of evaluating and testing one or more Company product, service, and/or feature.
- If Participant provides or reports any problems, issues, Company with any suggestions, ideas, comments, materials or any other information, feedback or suggestions for enhancements to and improvements to performance in connection with the Pilot Program (collectively, “Feedback”), (i) Participant hereby assigns to Company all right, title and interest in and to such Feedback, including all intellectual property rights embodied therein, (ii) Company will have the right to retain, use and incorporate such Feedback in its products and services during and after the term of the Agreement without payment of royalties or other consideration to Participant, and (iii) Participant will not disclose to any third party the Feedback and such Feedback will be deemed Company’s Confidential Information.
- Either party may terminate Participant’s participation in the Pilot Program or this Agreement at any time for any reason upon notice to the other party. Upon termination of this Agreement (i) all rights granted to Participant in this Agreement will immediately terminate; (ii) Participant will immediately cease accessing and using the Pilot Program; (iii) Participant will delete all Company Confidential Information; and (iv) Sections 3, 4, 6, 7, 8, 9 and 10 of this Agreement will survive.
- Participant acknowledges and agrees that any breach would cause irreparable harm to Company, and that upon any such breach or any threat thereof, Company shall be entitled to appropriate equitable relief. Participant will notify Company in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware.
- LIMITATION OF LIABILITY/EXCLUSION OF WARRANTIES. PARTICIPANT ACKNOWLEDGES THAT PARTICIPATION IN THE COMPANY’S PILOT PROGRAM IS ENTIRELY AT PARTICIPANT’S OWN RISK AND THE COMPANY’S PILOT PROGRAM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, ACCURACY, PERFORMANCE, OR RESULTS OF THE COMPANY’S PILOT PROGRAM. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF PARTICIPANT’S PARTICIPATION IN THE COMPANY’S PILOT PROGRAM WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE COMPANY’S PILOT PROGRAM, FROM INABILITY TO ACCESS THE COMPANY’S PILOT PROGRAM, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE COMPANY PILOT PROGRAM. COMPANY’S LIABILITY FOR DAMAGES RESULTING FROM THE PARTICIPANT’S ACCESS TO THE COMPANY’S PILOT PROGRAM WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
- This Agreement will be binding upon the parties’ respective successors and assigns. This Agreement shall be governed by the laws of the State of Washington without regard to the conflicts of law provisions thereof. In the event that any of the provisions of this Agreement shall be held by a court unenforceable, such provisions shall be eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay by either party in enforcing any right under this Agreement will be deemed a waiver of such right.