Baicells Beta Program Terms & Conditions

This Baicells beta program (this “Agreement”) is entered by and between Baicells Technologies North America, Inc., a United States Texas corporation (the “BAICELLS”), and the party that completes and agrees to this Agreement (“PARTICIPANT”).

In consideration of the premises and mutual covenants herein, the parties hereby agree as follows:

1. BETA TESTING. PARTICIPANT will be provided access to pre-release software and related documentation (the “Product”) for purposes of testing under the Agreement. Use of the Product is restricted to hardware which has been sold by BAICELLS. During the period of time mutually agreed by the parties during which beta testing of one or more Product(s) will be undertaken (the “Beta Test Period”), PARTICIPANT agrees to run such test suites and other test programs as reasonably designated by BAICELLS. PARTICIPANT also agrees to use such special and non-standard operating procedures as may be reasonably required by PARTICIPANT to accomplish testing of the Product.
2. REPORTING. The PARTICIPANT agrees to provide feedback on all test and performance results of the Product to the beta section of the BAICELLS community forum and as requested by BAICELLS.
3. MODIFICATIONS. PARTICIPANT agrees to promptly implement any updates, modifications and/or changes to the Product during the Beta Test Period as requested by BAICELLS. PARTICIPANT understands that these updates, modifications and changes may be incompatible with previous modifications and could include substantial changes to the system and its operating procedures. PARTICIPANT hereby assigns to BAICELLS PARTICIPANT’s entire right, title, and interest (including, without limitation, all patent rights, design rights, copyrights and trade secret rights) in any modifications or improvements to the Product which PARTICIPANT may propose or make during the Beta Test Period or which PARTICIPANT and BAICELLS may jointly make during the Beta Test Period.
4. TECHNICAL SUPPORT. BAICELLS will provide PARTICIPANT such technical assistance as BAICELLS may deem necessary to properly install, operate, and test the Product at the Test Site. This technical support shall be limited to the BAICELLS community forum (https://community.na.baicells.com/c/beta) and email (support_na@baicells.com).
5. DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED HEREUNDER “AS IS”. BAICELLS DISCLAIMS ANY WARRANTIES IN CONNECTION WITH THE PRODUCT, INCLUDING MODIFICATIONS AND IMPROVEMENTS THERETO, DELIVERED HEREUNDER, WHETHER EXPRESS, IMPLIED, OR STATUTORY. BAICELLS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
6. SOFTWARE LICENSE GRANT. BAICELLS hereby grants to PARTICIPANT and PARTICIPANT accepts a personal, non-transferable, non-exclusive license (without right to sublicense) to use the Product during the Beta Test Period solely for PARTICIPANT’s internal purpose of testing and evaluating the Product at the PARTICIPANT’s Site.
7. TERM AND TERMINATION. This Agreement is effective as of the date you agree and accept this Agreement (the “Effective Date”) as shall continue in effect through completion of the Beta Test Period in accordance with Section 1 of this Agreement. BAICELLS can terminate the Agreement with immediate effect at any time upon written notice to PARTICIPANT. Notwithstanding the foregoing, this Agreement may be terminated immediately by BAICELLS in the event of PARTICIPANT’s breach of Section 6, (SOFTWARE LICENSE GRANT). Upon termination of this Agreement, the Product and all related documentation originally supplied by BAICELLS, plus all copies and duplicates thereof, shall be permanently destroyed or deleted by PARTICIPANT and PARTICIPANT agrees to certify in writing that it has complied with this requirement upon request from BAICELLS.
8. INDEMNIFICATION. PARTICIPANT SHALL INDEMNIFY AND HOLD HARMLESS BAICELLS, ITS PARTNERS, TRUSTEES, OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, EXPENSES (INCLUDING ATTORNEY’S FEES) LOSSES AND LIABILITIES OF WHATSOEVER NATURE ARISING OUT OF OR OCCASIONED BY OR IN CONNECTION WITH THE DELIVERY, INSTALLATION, ACCEPTANCE, REJECTION, OWNERSHIP, POSSESSION, USE, OPERATION, CONDITION OR RETURN OF ANY PRODUCT INCLUDING, WITHOUT LIMITATION, ANY CLAIM ALLEGING LATENT OR OTHER DEFECTS AND ANY CLAIM ARISING OUT OF STRICT LIABILITY IN TORT.
9. WAIVER OF CONSEQUENTIAL AND OTHER DAMAGES. IN NO EVENT SHALL BAICELLS BE LIABLE FOR ANY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES EVEN IF BAICELLS HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
10. NO REPRESENTATIONS MADE. PARTICIPANT acknowledges that BAICELLS, nor any of its representatives, in the course of providing the confidential information as contemplated hereunder, is making any representation or warranty (express or implied) as to the accuracy or completeness of any such information, and PARTICIPANT assumes full responsibility for all conclusions derived from such information.
11. CONFIDENTIALITY. PARTICIPANT acknowledges that, in the course of the Beta Test Period and performing its duties under this Agreement, it may obtain information relating to the Product and/or BAICELLS (“BAICELLS Proprietary Information”). Such BAICELLS Proprietary Information shall belong solely to BAICELLS and includes, but is not limited to, the existence of the Product, its features and mode of operation, this Agreement, trade secrets, inventions (whether or not patentable), techniques, processes, programs, ideas, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, software documents, and other technical, business, product, marketing and financial information, plans and data. PARTICIPANT shall not use any BAICELLS Proprietary Information disclosed to it for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, testing the Product.  Recipient shall not disclose or permit disclosure of any BAICELLS Proprietary Information to third parties or to employees of PARTICIPANT, other than directors, officers, employees, consultants and agents of PARTICIPANT who are required to have the information in order to carry out the discussions regarding the Product.  PARTICIPANT shall take reasonable measures to protect the secrecy of and avoid disclosure or use of BAICELLS Proprietary Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.  Such measures shall include the degree of care that PARTICIPANT utilizes to protect its own confidential information of a similar nature.  PARTICIPANT shall notify BAICELLS of any misuse, misappropriation or unauthorized disclosure of Confidential Information of Discloser which may come to Recipient’s attention.
12. NOTICES. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address at the most recent address set forth in the party’s books and records.
13. GOVERNING LAW. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Texas, United States of America, as of performed wholly within the state and without giving effect to the principles of conflict of law.
14. ASSIGNMENT. PARTICIPANT shall not assign, in any manner, its right, obligation or interest in or under this Agreement without the prior written consent of BAICELLS.
15. ENTIRE AGREEMENT. This Agreement constitutes the complete agreement between the parties hereto concerning the subject matter of this Agreement and replace any prior oral or written communications between the parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. This Agreement may only be modified by a written document executed (electronically or by in writing) by the parties hereto.

By checking the “I agree to the terms and conditions” box on the Baicells Beta Program Terms and Conditions sign up form, the person doing so certifies that s/he is authorized to enter into this Agreement on behalf of the PARTICPANT, has read and understands the terms and conditions of this Agreement, and agrees to enter into this Agreement by and on behalf of the PARTICIPANT.