Alertable for Microsoft Teams Beta Software Agreement

Subject to the terms and conditions of this Beta Product Software Agreement (this “Agreement”), Public Emergency Alerting Services Inc (“PEASI”) hereby grants customer (“Beta Customer”) a limited, non-transferable, non-exclusive, revocable license (the “License”) to download, install, access and use the Beta Product Software Solution (the “Beta Product Software”) to test its functionality and provide Feedback to PEASI. Read the terms and conditions of this Agreement carefully before downloading, installing, accessing and using the Beta Product Software and, if any, the accompanying documentation.

The License will be valid only during the time that Beta Customer is an active participant in any PEASI Beta Program solely for the purposes of testing and evaluating the Beta Product to assist PEASI in the completion of its development, and not for any commercial purpose or use. Beta Customer agrees not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which are provided to Beta Customer hereunder.

Upon reasonable request by PEASI, Beta Customer agrees to provide suggestions, enhancement requests, and recommendations (individually and collectively, “Feedback”) regarding the Beta Product Software. Feedback shall include informing PEASI about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Beta Product Software. PEASI may contact Beta Customer and Beta Customer agrees to make available a reasonable amount of time to discuss the Beta Product Software with PEASI if so requested. PEASI may without restriction or fee use, modify and incorporate this Feedback into the Beta Product Software and other PEASI products and/or services without any restriction and without any payment.

The Beta Product Software has not been released for sale, distribution or usage for the general public. This Beta Product Software is not sold to Beta Customer. Beta Customer may not rent, lease, distribute, or resell the Beta Product Software, or use the Beta Product Software as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Beta Product Software.

Beta Customer acknowledges and agrees PEASI hosts and retains physical control over the Beta Product Software. Nothing in this Agreement obligates PEASI to deliver or make available any copies of computer programs or code from the Beta Product Software to Beta Customer, whether in object code or source code form. PEASI reserves the right, in its sole discretion, to revoke access and use of the Beta Product Software at any time. Further, PEASI reserves the right to inspect (“enter into”) Beta Product Software to (i) monitor or measure Beta Customer use of the Beta Product Software; (ii) validate certain features or functionality of the Beta Product Software; and (iii) provide services or support necessary to maintain the Beta Product Software.

PEASI maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The limited rights granted to Beta Customer to access and use the Beta Product Software under this Agreement do not convey any additional rights in the Beta Product Software, or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the Beta Product Software as expressly provided herein, all rights, title and interest in and to the Beta Product Software and all hardware, software and other components of or used to provide the Beta Product Software, including all related Intellectual Property Rights, will remain with and belong exclusively to PEASI. Beta Customer agrees not to use PEASI trademarks or other business names for any purpose. Beta Customer will not earn or acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of this Agreement or Beta Customer performance under this Agreement. To the extent that PEASI provides Beta Customer with PEASI Materials or Beta Product Software, Beta Customer agree that all PEASI Materials are and remain the sole and exclusive property of PEASI. Beta Customer further agrees, upon request of PEASI, to return any PEASI Materials at the end of the Beta test. Beta Customer agrees to promptly disclose and hereby assign to PEASI any suggestions for change and/or improvement to the Beta Product Software and any related rights thereto.

Either party may terminate this Agreement at any time, for any or no reason, and at either party’s convenience by providing written notice to the other. Upon termination of this Agreement, Beta Customer will notify its Users that their access to the Beta Product Software has terminated, and PEASI may withhold, remove or discard any content, data, or other information that Beta Customer’s Users post or upload into PEASI’s system while using the Beta Product Software. Following termination of this Agreement, PEASI is not obligated to store, maintain or provide a copy of any content, data or other information that Beta Customer or its Users made available or provided when using the Beta Product Software. If not earlier terminated, Customer’s obligations under this Agreement shall terminate upon termination of this Agreement; provided that the foregoing shall not limit PEASI’s rights related to any Feedback provided before or after such termination. All sections of this Agreement, and all obligations thereunder, shall survive any termination.

Beta Customer acknowledges and agrees that participation in the Beta testing under this Agreement will result in PEASI disclosing certain confidential, proprietary and/or trade secret information related to the Beta Product Software and/or PEASI (the “Confidential Information”). Such Confidential Information includes, without limitation, the features, functionality and existence of the Beta Product Software, and any know how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports made available to BetaCustomer. Beta Customer agrees that it will not, without the express prior written consent of PEASI, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (a) is or becomes generally available to the public through any means other than as a result of any act or omission by Beta Customer; (b) is rightfully received by Beta Customer from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by Beta Customer without any reliance on any Confidential Information. At the termination of this Agreement or at any time by request of PEASI, Beta Customer will return all Confidential Information in its possession to PEASI and further agrees that it will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the Beta Product Software or any Confidential Information.

If applicable, Beta Product Software may integrate with third party services. Beta Customer hereby consents to the sharing of the information in the Beta Product Software with these third party services and certifies that it has any and all required consents for doing so.

Beta Customer agrees to indemnify and hold PEASI, its officers, directors and employees harmless from any losses (including attorneys’ fees) that result from any third party claims related to Beta Customer’s (or its Users) access, use or misuse of the Beta Product Software, or any act or omission by Beta Customer or its Users in violation of this Agreement.

Each party must comply with all laws, rule or regulations applicable to such party’s activities in relation to this Agreement, including export control laws of the Canada which are applicable to the Application and which may prohibit use of the Application in certain sanctioned or embargoed countries. PEASI will not provide Beta Customer with any legal advice regarding compliance with data privacy or other relevant laws, rules or regulations in the jurisdictions in which Beta Customer uses the Beta Product Software (“Laws”). The parties acknowledge and agree that not all features, functions and capabilities of the Beta Product Software may be used in all jurisdictions and Beta Customer recognizes that certain features, functions and capabilities may need to be configured differently or not used in certain jurisdictions in order to comply with applicable local Laws, and in certain jurisdictions consents may need to be obtained from individuals submitting data via the Beta Product Software as to the intended purpose, storage, distribution, access and use of the data submitted (“Local Use Decisions”). Beta Customer is responsible for Local Use Decisions and PEASI disclaims all liability for Local Use Decisions.

This Agreement does not create a partnership, agency relationship, or joint venture between the parties. Any assignment of this Agreement by Beta Customer in whole or in part without PEASI’s prior written consent will be null and void, except an assignment to a successor that is not a competitor of PEASI’s made in connection with a merger or sale of all or substantially all of Beta Customer’s assets or stock or to an Affiliate. If this Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will not be affected. Failure of PEASI to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. This Agreement includes any schedules and exhibits attached hereto. Such documents encompass the entire agreement between Beta Customer and PEASI with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral. This Agreement may only be altered, amended or modified by duly executed written instrument. All notices to be provided by PEASI to Beta Customer under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or postal mail; or (b) electronic mail to the electronic mail address info@peasi.com. Beta Customer must give notice to PEASI in writing by (a) Courier or postal mail to the following address: PEASI, 888 4 Avenue SW, unit 1906, Calgary, Alberta T2P 0V2; or (b) to the following electronic mail address: infor@peasi.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the postal mail or with a Courier as permitted above. Beta Customer may not assign this Agreement without the prior written consent of PEASI. Subject to the foregoing, the Agreement shall be binding upon the parties and their respective administrators, successors and assigns.

WARRANTY DISCLAIMER: THE BETA PRODUCT SOFTWARE ARE PROVIDED “AS IS”. PEASI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE BETA PRODUCT SOFTWARE, INCLUDING ANY REPRESENTATION THAT THE SERVICES THEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, PEASI DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE BETA PRODUCT SOFTWARE. FOR THE AVOIDANCE OF DOUBT, ALL BETA PRODUCT SOFTWARE ARE PRE-RELEASE, ARE EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. BETA PRODUCT SOFTWARE MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USE OF THE BETA PRODUCT SOFTWARE IS ENTIRELY AT CUSTOMER’S OWN RISK. IN NO EVENT SHALL PEASI BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA PRODUCT SOFTWARE, EVEN IF PEASI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BETA CUSTOMER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY BETA PRODUCT SOFTWARE.

LIMITATION OF LIABILITY. BETA CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT THE DEVELOPERS SHALL NOT BE LIABLE TO BETA CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY BETA CUSTOMER (EVEN WHERE THE PARTIES SHOULD HAVE BEEN AWARE OR WERE OTHERWISE ADVISED OF SUCH DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. IN THE EVENT BETA CUSTOMER JURISDICTION DOES NOT ALLOW THE EXCLUSIONS SET FORTH IN THIS PARAGRAPH, BETA CUSTOMER AGREES THAT THE DEVELOPERS LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

top