1. About
1.1. aXcelerate will undertake a ‘Beta Program’ from time-to-time to:
1.1.1. Market test pre-release versions of new products and features; and
1.1.2. Obtain market feedback to identify issues and improvements; and
1.1.3 Determine future Product direction.
1.2. A Beta Program will include ‘Beta Services’ that are experimental and not yet ready for general commercial release.
2. Participation
2.1. A Beta Program may be made available to all clients (‘Open Beta Program’) or a subset of clients (‘Closed Beta Program’) at our sole discretion.
2.2. You will be ineligible to participate in a Beta Program if:
2.2.1 Your Agreement with Us does not provide legal mechanisms for automatic incorporation of these terms (Additional Terms - Beta Program) without execution of a contract variation, and where such variation has not occurred in accordance with the terms of Your Agreement with Us; or
2.2.2. Your Agreement with Us contains terms that would be breached if You did participate in the Beta Program; or
2.2.3. Third-Party Services are included in the Beta Services and subject to additional Third-Party Terms that You have not accepted.
2.3. Information in relation to a particular Beta Program that You are eligible to participate in will be provided to You by Us and will include (but not be limited to) the purpose and duration of the Beta Program, a description of the Beta Services, and instructions on how to participate in the Beta Program.
3. Terms
Beta Program Terms
3.1. These Additional Terms for the Beta Program (Additional Terms - Beta Program) apply to and govern your:
3.1.1. Participation in any or all Beta Programs; and
3.1.2. Use of aXcelerate Beta Services.
3.2. In order to participate in a Beta Program or use Beta Services:
3.2.1. You must agree to these terms; and
3.2.2. You must agree to additional terms (if any) that relate to a particular Beta Program, which will be made available to You for consideration ahead of Your participation.
Compliance with Terms
3.3. By participating in the aXcelerate Beta Program, You agree to comply with:
3.3.1. All written requirements set out in these terms by aXcelerate regarding these Beta Services; and
3.3.2. The General Terms, inclusive of all incorporated terms (‘Incorporated Terms’) that include (but are not limited to) the Defined Terms, Additional Terms, Schedule, and related materials.
Acknowledgement of Limitations, Disclaimer of Warranties, & Risks
3.4. You acknowledge and agree that:
3.4.1. The Beta Services are provided by Us on an “As-Is” basis and as available;
3.4.2. The Beta Services are provided by Us without warranty of any kind, whether express or implied, and including (but not limited to) those of merchantability, satisfactory quality, title, or fitness for a particular purpose. We make no warranty that the Beta Service will meet your requirements and/or that availability will be uninterrupted, timely or error-free, nor do We make any warranty as to the results that may be obtained from use of the Beta Service or the accuracy of any other information obtained through the Beta Service; and
3.4.3. Your participation in the Beta Program and use of the Beta Services is at your sole risk, and that You have given reasonable consideration to such risk; and
3.4.4. You understand and agree that use of the Beta Service, including (but not limited to) the upload or download of data and/or materials, is undertaken at your sole risk and that you will be solely responsible for any damage that results from such use; and
3.4.5. You understand that the use of an experimental Beta Service may produce inconsistent and/or incorrect results, warrant that You will check and verify such results on each and every occasion prior to using them and relying on them in a production context, and acknowledge that such use is undertaken at your sole risk and that you will be solely responsible for any damage that results from such use; and
3.4.6. No information or advice, whether oral or written, obtained by You from Us shall create any warranty not expressly made herein.
Exclusions to General & Incorporated Terms
3.5. Exclusions apply to the General Terms and incorporated terms in relation to participation in a Beta Program and in use of the Beta Services:
3.5.1. Beta Services do not form part of Your Subscription Package or the Fees;
3.5.2. Implementation Services do not apply;
3.5.3. Service inclusions and service levels do not apply;
3.5.4. Infrastructure and/or environments may be different to that provided in Your Subscription Package;
3.5.5. Updates to the Developer API do not apply;
3.5.6. Service Delivery Management and Service Assurance do not apply;
3.5.7. Designated Channels for support do not apply;
3.5.8. The liability cap is $10.00 AUD; and
3.5.9. Termination for cause does not apply.
Application of Terms to Subscription Services & Beta Programs
3.6. For avoidance of doubt, the General Terms and incorporated terms:
3.6.1. Continue to apply to Your Subscription Service without exclusion or variation in the event that You participate in a Beta Program and/or use the Beta Services; and
3.6.2. Unless otherwise excluded in these terms (Additional Terms - Beta Program), will continue to apply to Your participation in a Beta Program and/or use of the Beta Services.
4. General Release
Definition
4.1. Following conclusion of a Beta Program, We may elect at our sole discretion to include the subject of the Beta Program (Beta Services) into a Product.
4.2. Such inclusion in a Product constitutes a ‘General Release’.
Impact of General Release on Terms
4.3. At the time of General Release:
4.3.1. The subject of the Beta Program ceases to be a Beta Service; and
4.3.2. New Additional Terms will be published and/or existing Additional Terms will be amended to include the new product and/or feature(s); and
4.3.3. These terms (Additional Terms - Beta Program) no longer apply to the Beta Program in question, but will apply to future Beta Programs (if any).
No Warranties or Representations
4.4. We do not warrant or represent that:
4.4.1. All Beta Programs and/or Beta Services will transition to a General Release; and
4.5. Where a General Release does occur, that it will be the same or materially similar as the Beta Service.
4.6. The General Release may become a new Product or be incorporated into an existing Product.
Availability on Launch
4.7. The General Release will automatically be made available to You on launch where it is incorporated into an existing Product that is part of Your Subscription Package and where no additional fees apply.
4.8. The General Release will not automatically be made available to You on launch where it is incorporated into:
4.8.1. A new Product to which additional fees apply; or
4.8.2. An existing Product that is not part of Your Subscription Package.
4.9. Where the General Release is not made automatically made available to You, You will be able to access the General Release by making changes to Your Subscription Package in accordance with the General Terms.
Activation
4.10. We reserve the right to set the default status of a General Release that is made available to You as either ‘Activated’ or ‘Deactivated’.
4.11. We will provide instructions to You on General Release as to how to change the default status.
5. Amendments
5.1. We may modify, suspend, limit, or terminate a Beta Program and/or Beta Service for any reason at any time without notice.
6. Eligibility
6.1. If You are not eligible to participate in a Beta Program and/or use the Beta Services, You will become eligible to use the General Release if the required variations are made to Your Agreement. Otherwise, You will not become eligible to use the General Release, regardless of any information or advice, whether oral or written, obtained by You from Us to the contrary.
6.2. If you elect to participate in a Beta Program and/or use the Beta Services and/or a General Release for which You are ineligible, then You acknowledge that in no event shall We or Our affiliates be liable for any indirect, special, consequential and/or incidental loss, exemplary or other damages related to these terms and/or whether direct or indirect loss of data, income, opportunity, profits, and costs of recovery or any other damages, however caused and based on any theory of liability, and whether or not for breach of contract, tort (including negligence), violation of statute, or otherwise, and whether or not We have been advised of the possibility of such damages. To the extent permitted by applicable law, Our maximum liability hereunder is limited to $1.00 AUD.
7. Intellectual Property
7.1. As part of participating in a Beta Program, You will be asked to provide feedback regarding your use of the Beta Services. You acknowledge We own all feedback provided, and you hereby grant to us, a perpetual, non-revocable, royalty-free worldwide licence to use and/or incorporate such feedback into any of our Products or Services at any time at our sole discretion.
7.2. You agree that We own all rights to use and incorporate the feedback provided by You during a Beta Program into a General Release, without payment or attribution to you.
8. Usage Monitoring
8.1. We may monitor how You use the Beta Services and use that information to improve the Beta Program and/or Beta Services or Our other Products and Services.
9. Media Rights
9.1. If We choose to publish feedback provided by You during a Beta Program, We will either do so in a way that does not identify You or seek Your consent in the event we do wish to identify you.
10. Amendments
10.1. These terms (Additional Terms - Beta Program), or any part thereof, may be modified by Us at our sole discretion.
10.2. We will publish amended terms and conditions on Our corporate website.
10.3. Amended terms and conditions will be effective immediately upon publication.
