THIS IS AN AGREEMENT ("AGREEMENT") MADE BY AND BETWEEN YOU AND ANY PARTIES RELATED TO YOUR MUSIC ("BETA CONTENT") AND DISTRO POWERED BY GAMERIZED, ("DISTRO") CONCERNING YOUR PARTICIPATION IN THE BETA PROGRAM ("BETA
PROGRAM") AND ACCESS TO AND USE OF THE BETA SOFTWARE (THE "BETA
SOFTWARE").
PLEASE READ THIS AGREEMENT CAREFULLY
BY USING THE BETA
SOFTWARE AND PARTICIPATING IN THE BETA PROGRAM, YOU ACKNOWLEDGE THAT
YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY
ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MAY NOT PARTICIPATE IN
THE BETA PROGRAM NOR ACCESS OR USE THE BETA SOFTWARE. TO THE EXTENT OF
ANY CONFLICTS BETWEEN THE TERMS AND CONDITIONS OF THIS AGREEMENT AND
ANY STANDARD TERMS AND CONDITIONS ACCOMPANYING THE BETA SOFTWARE, THE
TERMS AND CONDITIONS OF THIS AGREEMENT SHALL GOVERN SOLELY TO THE
EXTENT OF SUCH CONFLICTS.
THIS AGREEMENT REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR
CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR
PARTICIPATION IN THE BETA PROGRAM AND ACCESS TO AND USE OF THE BETA
SOFTWARE, AND YOU AGREE THAT ANY SUCH DISPUTE OR CLAIM WILL BE RESOLVED
ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR
REPRESENTATIVE ACTION OR ARBITRATION. PLEASE REVIEW SECTION 14 CAREFULLY
TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE
RESOLUTION OF ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY
TO THIS AGREEMENT OR YOUR PARTICIPATION IN THE BETA PROGRAM AND ACCESS
TO AND USE OF THE BETA SOFTWARE.
Beta Software
The Beta Software provided to you through the Beta Program on https://distro.gamerized.com and https://distro1.gamerized.com, or any service
accessed through the Beta Software, is identified as pre-commercial, evaluation, "alpha" or
"beta" software. Subject to your compliance to this Agreement and all materials presented to
you through the Beta Program, Distro hereby grants you a restricted, non-exclusive,
non-transferable, revocable, and limited license to install and use the Beta Software on a
personal mobile device that you own and control, in machine-executable object code form only
and solely for your personal, non-commercial use for the purposes of the Beta Program. This
license shall apply only for the time period authorized by Distro ("Beta Period") and solely to
the extent necessary to enable you to test and provide Feedback to Distro regarding the Beta
Software. Such license will automatically terminate upon the expiration of the Beta Period,
which period may be extended or terminated by Distro at any time, in its sole discretion, but,
unless you are in breach of this Agreement, Distro will if feasible, use commercially
reasonable efforts to provide you with prior notice of any change to the duration of the Beta
Period, which may include posting a notice within the web pages associated with the Beta
Program. Notwithstanding the Beta Period, you acknowledge and agree that Distro may
include technical measures in the Beta Products that render them inoperable after a specified
period of time and you agree that you will not circumvent such technical measures, nor attempt
to do so. In consideration of the grant of license to the Beta Software, you agree that you will
provide Distro with Feedback on Beta Software as Distro reasonably requests, including
ongoing feedback regarding bugs and faults experienced during the Beta Period, without any
compensation or reimbursement of any kind from Distro, and that the Section below entitled
"Feedback" will apply to such Feedback. Distro may specifically request that you complete a
survey related to a specific Beta Software and you agree to complete any such surveys.
Distro reserves the right to modify or discontinue, temporarily or permanently, the Beta
Software or any product or service to which it connects, with or without notice and without
liability to you. Distro may at its sole discretion from time to time develop patches, bug fixes,
updates, upgrades, and other modifications to improve the performance of the Beta Software or
related processes of services ("Updates"). Distro may develop Updates that require installation by you
before you continue to access or use the Beta Software or related services. Updates may also
be automatically installed without providing any additional notice to you or receiving any
additional consent from you. The manner in which Updates may be automatically downloaded
and installed is determined by settings on your device and its operating system.
Feedback. You may provide feedback to Distro about your use and experience while using
the Beta Software. Unless Distro otherwise agrees in writing, you hereby agree that Distro shall own all feedback, comments, suggestions, recommendations, ideas, concepts, and
changes that you provide to Distro regarding your use and experience while using the Beta
Software and all associated intellectual property rights (collectively the "Feedback") and you
hereby assign to Distro all of your rights, title and interest thereto. You will not knowingly
provide Distro any Feedback that is subject to third-party intellectual property rights. You
agree to cooperate fully with Distro with respect to signing further non legally binding documents and doing such
other acts as are reasonably requested by Distro to confirm that Distro owns the Feedback
and to enable Distro to register and/or protect any associated intellectual property rights
and/or confidential information.
No Warranty
You understand and agree that the intent of the Beta Program is to test
pre-commercial Beta Software which may contain bugs, incomplete features, or other errors, and
may not yet have the approvals and certifications for commercial access. Accordingly, in no
event shall you use the Beta Software in any productive or another environment where you are
relying on the performance of the Beta Software. The beta Software is a pre-commercial release
version of Distro's products, software, and services and is not intended to represent or
perform in the same manner as a commercial product, software, or services, and You should
ensure that You regularly back up any data used with such materials. In addition, the beta
software contains features, functionality, or APIs for software or services that are not yet
commercially available. You acknowledge that such beta software, or any portion thereof, may
not be announced, promoted, displayed, or made commercially available by Distro in the future, or maybe made
available with significant changes, and Distro has no express or implied obligation to You to
announce or make any of such Beta software or any portion thereof available. You acknowledge
and agree that all testing and evaluation You conduct with respect to the beta software AND
RELATED SERVICES is done entirely at Your own risk.
EXCEPT TO THE EXTENT
SPECIFICALLY PROHIBITED BY APPLICABLE LAW IN YOUR JURISDICTION, THE BETA
PROGRAM AND ITS ASSOCIATED SERVICES AND INFORMATION, AND THE BETA
SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ALL CONDITIONS,
GUARANTEES, REPRESENTATION, AND WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, ANY CONDITIONS, ENDORSEMENTS,
GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR USE, MERCHANTABILITY, MERCHANTABLE QUALITY,
NON-INFRINGEMENT, SATISFACTORY QUALITY, OR TITLE, OR ARISING FROM A
STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY
EXCLUDED.
No Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR
JURISDICTION, DISTRO IS NOT RESPONSIBLE FOR THE AVAILABILITY, USE,
PERFORMANCE, OR NON-PERFORMANCE OF THE BETA PROGRAM AND ITS
ASSOCIATED SERVICES, OR THE BETA SOFTWARE, AND IN NO EVENT SHALL DISTRO BE
LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE BETA PROGRAM OR ITS ASSOCIATED SERVICES, OR THE BETA
SOFTWARE REGARDLESS OF THE CAUSE OF ACTION THAT GIVES RISE TO SUCH
DAMAGES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN,
AND EVEN IF DISTRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification
You agree to indemnify and hold Distro; Gamerized, Staff, and any of its affiliates harmless from and
against any claim, demand, loss, delays, damage, cost, liability, and expense, including reasonable
attorneys' fees, resulting from or arising out of your: (a) access to or use of the Beta Program
and/or the Beta Software; (b) violation of this Agreement or any law or regulation; or (c) violation
of any rights of another party.
Privacy Policy
Distro's Privacy Policy (available here)
("Privacy Policy") applies to the Beta Program and the Beta Software. You acknowledge and
agree that by participating in the Beta Program or by using the Beta Software, Distro may
receive but not limited to certain information about you, labels, affiliated artists, including personally identifiable information, and you
hereby consent to Distro's collection, use, and disclosure of such information in accordance
with the Privacy Policy.
Accurate Information. In consideration of your use of any services provided by the Beta
Program, including the Beta Software, you agree to provide true, accurate, current, and complete information about yourself where prompted by the
Beta Program (such information being the "Personal Data"); and
Maintain and promptly update the Personal Data to keep it true, accurate, current and complete.
Confidentiality
You acknowledge and agree that:
The successful market launch of a commercially sustainable version of Distro products and services
requires you to keep all content within the Beta Program, including the Beta Software
(collectively "Beta Content") strictly confidential;
The premature release of any of the Beta Content would damage Distro's competitive edge
and intellectual property rights;
The Beta Content shall not be shared with anyone other than other authorized participants of
the Beta Program; You shall not display or discuss "Beta Content" or "Beta Software" to the public or in private by any means including but not limited to (calling, text, emails, direct message, verbal signed speech, vlogs, posts, letters, photos, screen recording, or live streams) "Beta Content" you added or received from or within the "Beta Software." Only Beta Content that has been publicly released by Distro, contracted business partners, or affiliates may be discussed or reshown to the public.
Conduct
You agree not to use or attempt to use the Beta Program:
to upload copyright material in a post, email, transmit, or otherwise make available any unsolicited or unauthorized
advertising, promotional "junk mail," "spam," "chain letters," “multi-level marketing,”
"pyramid schemes," or any other form of solicitation, software, tools, or
other materials that contains any (i) virus, Trojan horse, worm, backdoor, shutdown mechanism,
malicious code, sniffer, bot, drop dead mechanism, or spyware; or (ii) any other software, tools,
information, or other materials that is likely to or is intended to (A) have an adverse impact on
the performance of, (B) disable, corrupt, or cause damage to, or (C) cause or facilitate
unauthorized access to or deny authorized access to, or cause to be used for any unauthorized
or inappropriate purposes, any software, hardware, services, systems, or data ("Malware") (and,
if you become aware of the existence of any Malware in or relating to the Beta Program, you will
promptly notify Distro in a confidintal matter);
to collect or store personal data about other users without the express written permission of
those users;
to violate any code of conduct or other guidelines which may be applicable to any particular
portion of the Beta Program;
except as otherwise expressly permitted by Distro or except to the extent this restriction
violates applicable laws, reproduce, duplicate (null), copy, sell, trade, resell, or exploit for any private or commercial purposes any portion or use of, or access to, the Beta Program, its associated
services, or Beta Software;
in any manner which could damage, disable, overburden or impair the Beta Program and/or any
related services (or the network(s) connected to such sites or services) or interfere with any
other participant’s use and enjoyment of the Beta Program and/or its related services. You may
not attempt to gain unauthorized access to Beta Programs and/or any related service, other
accounts, other physical or digital systems, or networks connected to the Beta Program, through hacking,
password mining, or any other means. You may not obtain or attempt to obtain any materials or
information through any means not intentionally made available to you through the Beta
Program;
to publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory,
infringing, obscene, indecent or unlawful topic, name, material or information;
to upload, post, transmit, communicate or otherwise make available any material that: (i) you do
not have a right to make available, including under any law or under contract or in violation of
any duty (such as software protected by intellectual property laws, inside information, password
information, proprietary and confidential information learned or disclosed as part of employment
relationships or under "Beta" section); or (ii) would or may infringe on any patent,
trademark, trade secret, copyright, or other regestered or unregestered proprietary rights of any party;
to advertise or offer to sell or buy any goods or services for any business purpose;
to copy Beta Content for distribution through any means to individuals who are not participants
of the Beta Program for which the Beta Content was made available; or
to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation
with a person or entity, or create a false identity to mislead others.
Termination
Notwithstanding any other provision of this Agreement, Distro reserves the right
to terminate any user account, limit or deny access and/or participation to the Beta Program at
its sole discretion, and to remove any inappropriate content that you upload to the Beta Program
at any time without notice to you, however, if feasible, Distro will use commercially reasonable
efforts to provide you with notice of termination. You may terminate your user account and
access to the Beta Program by submitting such termination requests to Distro at any time by
using the relevant mechanism provided by Distro. Upon termination of this Agreement and/or
your user account, the rights granted herein automatically terminate, and you must stop using
the Beta Software and remove the Beta Software from your device. Any provisions of this
Agreement which expressly state that it is to continue in effect after the termination of this
Agreement, or which by its nature would survive the termination of this Agreement, shall so
survive.
U.S. Government Entities. This Section applies to access to or use of the Beta Program and
Beta Software by a branch or agency of the United States Government. The Beta Software
consists of "commercial computer software" and "commercial computer software
documentation" as such terms are used in 48 C.F.R. 12.212 and qualify as "commercial items"
as defined in 48 C.F.R. 2.101. The Software may be used by the United States Government: (a)
for usage by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R.
12.212; or (b) for usage by or on behalf of units of the Department of Defense, consistent with
the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government
shall acquire only those rights set forth in this Agreement with respect to the Beta Software, and
any access to or use of the Beta Software by the United States Government constitutes (i)
agreement by the United States Government that the Beta Software is "commercial
computer software" and "commercial computer software documentation" as defined in this
Section; and (ii) acceptance of the rights and obligations herein.