THIS BETA PARTICIPATION AGREEMENT (“BPA”) IS MADE BETWEEN TEAMSUPPORT, LLC, A TEXAS LIMITED LIABILITY COMPANY (“TEAMSUPPORT”) AND YOU, OR, IF YOU REPRESENT AN ENTITY OR OTHER ORGANIZATION, THAT ENTITY OR ORGANIZATION (IN EITHER CASE “YOU” OR “YOUR”). BY AGREEING IN AN ORDER FORM TO PARTICIPATE IN OUR BETA PROGRAM OR BY THE ACT OF USING THE TEAMSUPPORT BETA SERVICES (AS FURTHER DEFINED BELOW) AS A SUBSCRIBER, YOU (A) AGREE TO THE FOLLOWING ADDITIONAL BETA TERMS AND CONDITIONS GOVERNING YOUR USE OF THE ONLINE BETA SERVICE (THE “BETA SERVICE”) OFFERED BY TEAMSUPPORT AVAILABLE THROUGH TEAMSUPPORT.COM (THE “SITE”); AND (B) YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS BPA AND THE TEAMSUPPORT TERMS OF SERVICE (THE “TOS”). IF YOU ARE ENTERING INTO THIS BPA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS BPA, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST CEASE USE OF THE SITE, CANCEL THE ORDERING PROCESS, AND MAY NOT USE THE BETA SERVICE. Capitalized terms used in this BPA but not defined herein have the meanings ascribed to them in the TOS.1. License Grant & Restrictions
TeamSupport hereby grants you a license to use the Beta Service under section 1 of the TOS entitled License Grant & Restrictions. You understand that TeamSupport or its affiliates shall own all of the intellectual property rights relating to the Beta Services.2. Your Responsibilities
In addition to the responsibilities in the TOS, you agree to provide reasonable feedback to TeamSupport about your experiences using features and information about the connectivity, usability and usefulness of the Beta Service. All of your feedback shall be the sole property of TeamSupport and may be used by TeamSupport for any purpose it sees fit without any obligation to compensate you. You agree to test and evaluate the Beta Services as requested and described in any instructions provided by TeamSupport and to use or test the Beta Services as directed. You will promptly notify TeamSupport of any and all functional flaws, errors, imperfections, anomalies and problems directly or indirectly associated with the Beta Services you discover. You agree to provide TeamSupport with such feedback on the Beta Services via the methods designated by TeamSupport, and promptly respond to any and all reasonable inquiries, questionnaires, surveys and other test documents submitted to you.3. Intellectual Property Ownership
As described in the TOS, TeamSupport shall own all right, title, and interest, including all related Intellectual Property Rights, in and to the TeamSupport Technology, the Content and the Service. You agree that TeamSupport shall own all right, title, and interest to any suggestions, ideas, enhancement requests, feedback, recommendations, modifications, improvements or other information provided by you to TeamSupport relating to the Beta Services (the “User Feedback”). This BPA is not a sale and does not convey to you any rights of ownership in or related to the Beta Service, the TeamSupport Technology, or the Intellectual Property Rights owned by TeamSupport. The TeamSupport.com name, the TeamSupport.com logo and the product names associated with the Service are trademarks of TeamSupport or its licensors, and no right or license is granted to use them. You agree to assign, and hereby assign, all right, title and interest worldwide in the User Feedback and the related intellectual property rights to TeamSupport. TeamSupport may disclose or use User Feedback for any purposes whatsoever without any obligation to you.4. License Term and Termination
This BPA commences on the Effective Date as described in the Order Form, and is in effect for the period described in the Order Form. Either party may terminate this BPA by notifying the other party in writing with five (5) days’ notice. You agree and acknowledge that TeamSupport has no obligation to retain the Customer Data after termination, and may delete such Customer Data immediately upon termination.5. Representations, Warranties and Disclaimer
You acknowledge and agree that the Beta Services are being provided on an “As-Is” basis, with all faults and errors. As a result, TEAMSUPPORT HERBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE BETA SERVICES, TO THE FULLEST EXTENT OF THE LAW, INCLUDING THOSE MADE IN THE TOS AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You will use the Beta Services at your own risk. The Beta Services are, by their nature, not completed products available for sale for commercial use and may contain errors, bugs and other problems that could cause system failure, outages, or even loss of data. Further, the testing and quality assurance of the Beta Services may not yet be complete. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TOS, TEAMSUPPORT DOES NOT REPRESENT NOR WARRANT TO YOU THAT THE BETA SERVICES (A) WILL OPERATE AS EXPECTED; (B) WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH ANY PROVIDED DOCUMENTATION; (C) WILL OPERATE CONSISTENTLY WITH PREVAILING INDUSTRY STANDARDS FOR SIMILAR SERVICES; OR (D) WILL OPERATE IN A WAY THAT MINIMIZES ERRORS AND INTERRUPTIONS IN THE BETA SERVICES. During your participation in testing the Beta Services, TeamSupport is not obligated to provide you any maintenance, technical or other support for the Beta Services.
TeamSupport's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. TeamSupport is not responsible for any delays, delivery failures, or other damage resulting from such problems.
You agree that the Beta Services are experimental and shall not create any obligation for TeamSupport to continue to develop, offer for sale, support, repair or in any other way continue to provide or develop the Beta Services to any party. In the event a commercial version is made available, it may have different features or functionality from those found in the Beta Services licensed hereunder.6. Confidentiality
You are participating in a Beta test for a new Service in development by TeamSupport. You acknowledge that as a Beta User, you may have access to, and TeamSupport may disclose to you certain valuable information belonging to and relating to TeamSupport which TeamSupport considers confidential, including, but not limited to, information concerning the Beta Services, the Beta Services trademark(s) and trade name(s), computer programs, user manuals, sales and marketing plans, business plans, processes, and other trade secrets (“Confidential Information”). You shall use the Confidential Information solely for testing purposes and shall not disclose, without TeamSupport’s written consent, such Confidential Information to third parties or use such Confidential Information for your own benefit or for the benefit of third parties.
You agree to maintain the confidentiality of the Confidential Information with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care. You acknowledge that the Beta Services contains Confidential Information developed or acquired by TeamSupport and that all right, title and interest therein and in other Confidential Information remain vested in TeamSupport. You shall not disclose that you are evaluating or testing or have evaluated or tested the Beta Services (or the results of such testing) to any third party without TeamSupport’s prior written consent, including but not limited to disclosure over social media.
You agree to treat any communications and reports prepared under this BPA as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without TeamSupport’s prior written consent. This BPA shall impose no obligation of confidentiality with respect to any portion of the Confidential Information which: (i) through no act or failure to act on your part, becomes generally known or available; (ii) is known to you at the time you receive the Confidential Information from TeamSupport as evidenced by written records; (iii) is hereafter furnished to you by a third party as a matter of right and without restriction on disclosure.7. Non-Exclusivity
This BPA and the use of the Beta Services is a non-exclusive arrangement. Nothing contained herein shall be deemed to restrict TeamSupport from quoting, offering to sell or selling the Beta Services to other parties or agreeing with other parties to test and/or evaluate the Beta Services.8. Modification to Terms
TeamSupport reserves the right to modify the terms and conditions of this BPA or its policies relating to the Site or Service at any time, effective upon posting of an updated version of this BPA on the Site or Service. You are responsible for regularly reviewing this BPA. Continued use of the Site or Service after any such changes shall constitute your consent to such changes.9. Assignment; Change in Control
The testing of Beta Services is personal to you. You shall not assign, sub-license, sub-contract, charge or otherwise encumber any of your rights or obligations under this BPA without TeamSupport’s prior written consent. TeamSupport may assign this BPA or any of its rights or obligations hereunder to any affiliate or to any entity which succeeds to all or substantially all of TeamSupport’s assets and business without your prior consent.10. Governing Law
All matters arising out of or relating to this BPA shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this BPA or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Dallas and County of Dallas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.11. Severability; Waiver
If any provision of this BPA is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this BPA will otherwise remain in full force and effect and enforceable. The failure of either party to enforce any provision of this BPA shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.12. Entire Agreement
This BPA, together with any applicable Order Form and the TOS, comprises the entire agreement between you and TeamSupport and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. If there is any inconsistency between the terms and conditions of the Order Form, this BPA or the TOS, the following order of precedence shall control: (a) the Order Form; (b) the BPA, and (c) the TOS.
Modified: June 8, 2020