DeepIntent Beta Terms

These DeepIntent Beta Terms (“Beta Terms”) shall govern your access and use of any beta features (“Beta Product(s)”) offered by DeepIntent. The Beta Terms form a part of and incorporate by reference the terms of any service agreement(s) between you and DeepIntent, Inc. (collectively, “Agreement(s)”). For the purpose of these Beta Terms, “we”, “our”, and “DeepIntent” means DeepIntent, Inc; “you”, “your”, and “Company” means the Company identified in the Agreement(s), including all Company Representatives; “Party” shall mean a party to the Agreement(s); and “us” or “Parties” shall mean both Parties collectively. In the event of conflict, the order of precedence shall be as follows to the extent of such conflict: (i) the Beta Terms; (ii) applicable Service Guideline(s); and then the Agreements. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement(s).

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1. Services. Each Beta Product is a “Feature” and part of the “Services” offered by DeepIntent through the Platform (as those terms are defined under the Agreements), and any data provided by DeepIntent in relation to the Beta Product (“Beta Data”) shall be considered DeepIntent Data. Company’s use and access of the Beta Product(s) and Beta Data shall at all times comply with all applicable DeepIntent service guidelines (“Service Guidelines”). DeepIntent reserves all rights not expressly granted hereunder, including the right to continually evolve, discontinue or otherwise modify the Beta Product(s), the Beta Terms, and all related technologies, features, functionalities, components, or content therein. Company agrees and acknowledges that DeepIntent is the sole owner of the Beta Product(s) and Beta Data, and Company’s continued access and/or use of the Beta Product(s) constitutes your acknowledgement and acceptance of the latest version of Beta Terms. Company further agrees that DeepIntent shall own all right, title, and interest to any suggestion, input, enhancement request, recommendation, correction, specification or other feedback that Company provides in relation to the Beta Product(s), and all derivatives thereof, (collectively, “Services Feedback”), in addition to all additions, modifications, and/or improvements made to the Services as a result of such Feedback (“Modifications”).
2. Beta Disclaimer. Company agrees and acknowledges that each Beta Product(s) and the Beta Data are being provided to Company in beta form and “as-is”. Accordingly, DeepIntent shall not have any liability for any Beta Product(s), including, without limitation, the results and output from, or use or reliance of the Beta Product(s) or Beta Data, and DeepIntent makes no promise or guarantee regarding any minimum amount or quality of output and performance of the Beta Product(s). Moreover, the Beta Product(s) and use thereof shall not be eligible for any makegoods. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEEPINTENT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES: (A) WITH RESPECT TO THE BETA PRODUCT(S) OR ANY BETA DATA, OUTPUTS GENERATED, DERIVED FROM, OR OTHERWISE BASED UPON COMPANY’S USE OF THE BETA PRODUCT(S) AND BETA DATA; (B) THAT THE BETA PRODUCT(S) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE OR FREE FROM HARMFUL COMPONENTS OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (C) THAT THE BETA PRODUCT(S) WILL MEET COMPANY’S REQUIREMENTS OR EXPECTATIONS; (D) THAT THE BETA PRODUCT(S), BETA DATA OR ANY OUTPUT FROM THE BETA PRODUCT(S) WILL BE ACCURATE, COMPLETE, RELIABLE AND/OR FREE FROM LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION, INCLUDING IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (E) THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) OTHERWISE RELATING TO FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR COURSE OF DEALING OR PERFORMANCE.
3. Term and Termination. These Beta Terms shall begin on the first date of Company’s access to or use of the Beta Product(s) and shall continue in full force and effect co-terminously with the Term of the Agreement, unless earlier terminated in accordance with the Agreement or as otherwise provided herein. Termination or expiration of the Agreement shall automatically terminate these Beta Terms without need for separate notice. Upon expiration or termination of the Agreement or Company’s use of all Beta Products, Company shall, and shall instruct and ensure that all Designated Users, immediately cease using all Beta Products and delete all Beta Data. Notwithstanding the above, Company’s payment obligations shall survive the termination or expiration of the Agreement. DeepIntent reserves the right to immediately suspend Company’s or any Designated User’s use and/or access to any Beta Product and Beta Data (whether in part or in whole) in its sole discretion, including, without limitation, for a security concern or if DeepIntent reasonably believes that Company has breached these Beta Terms or an Agreement.
4. Miscellaneous. These Beta Terms will be governed and construed, to the extent applicable, in accordance with New York state law and the sole and exclusive venue of any claims arising out of or in connection with this Agreement shall be resolved in courts of competent jurisdiction in New York. DeepIntent reserves the right to update these Beta Terms from time to time. If any provision of these Beta Terms is unenforceable, the validity of the remaining provisions will not be affected. Company shall not use the Beta Product(s) or Beta Data, whether directly or indirectly, for any purposes competitive to DeepIntent (including, without limitation, developing a product that is competitive or otherwise similar to any DeepIntent offerings, services, or products). Moreover, Company may not provide access to the Services (including, without limitation, the Platform, or any Features offered via the Platform) to any data vendors or companies that offer any services, products, or platform(s) that are similar to those offered by DeepIntent without DeepIntent’s express prior written consent in each case. For the purposes of this Agreement, “Company Representatives” shall mean all employees, officers, Affiliates, and as applicable, agencies and/or clients. “Affiliate” shall mean companies that; (i) directly or indirectly controls, is controlled by, or is under common control with a Party (where “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the entity); and (ii) which the Parties mutually agree to in writing (email is sufficient) to provide access to the Platform.