3Play Media Beta Agreement

This Beta Agreement (the “Beta Agreement”) forms part of the Master Service Agreement between the parties (the “MSA”). All terms not defined in the Beta Agreement have the meaning set forth in the MSA. The Beta Agreement is entered into by and between 3Play Media Inc. (“3Play Media”) and the entity or individual identified in the Order (“Customer”), and is effective on the date Customer agrees to this Beta Agreement by clicking “I ACCEPT” in the Order ( “Effective Date”). If you are an individual and are entering into this Beta Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to all of the terms and conditions of this Beta Agreement.

  1. The Beta Service. 3Play Media has developed and continues to develop the Beta Service described in the Order. The Beta Service is in development and might contain technical, operational, security, and other errors and limitations. It is provided on an “as-is” basis only. 3Play Media will not provide support for the Beta Service, and there is no service level agreement for the Beta Service. Any data processing provided by the Beta Service will be conducted in accordance with the existing data processing addendum between us.
  2. License. 3Play Media grants Customer the right to use the Beta Service for testing and evaluation purposes only, subject to this Agreement and the MSA. Except as provided in this Section 2, this Beta Agreement does not convey any right, title or interest in or to the Beta Service, any software used therein, or any associated intellectual property rights. Specifically, Customer may not: (a) sublicense, resell, transfer, distribute, or assign the Beta Service; use the Beta Service for any purpose competitive to 3Play Media; or otherwise commercially exploit the Beta Service or make it available to any third party; (b) modify or make derivative works based upon the Beta Service or reverse engineer, decompile or disassemble the Beta Service; (c) use the Beta Service in any illegal or unlawful manner or for any illegal or unlawful purpose; or (d) perform any act which interferes with or disrupts the Beta Service.
  3. Beta Term. The Beta Agreement expires on the first day 3Play Media makes the Beta Service generally available to the public, provided, however, that 3Play Media may terminate it in its sole discretion at any time upon delivery of notice of termination (by email, in-app notice, or other written communication). Upon expiration or termination of this Beta Agreement, Customer will stop using the Beta Service and may apply any unused, prepaid fees to another 3Play Media Service.
  4. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE MSA, 3PLAY MEDIA’S LIABILITY FOR DAMAGES TO CUSTOMER FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED ONE U.S. DOLLAR.
  5. Indemnification. In addition to the indemnification obligations set out in the MSA, Customer agrees to indemnify, defend and hold harmless 3Play Media and its officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, loss, government fines, costs and expenses (including reasonable attorney’s fees and litigation expenses), arising out of or related to any alleged or actual breach of this Beta Agreement by Customer.
  6. Feedback. Customer will participate in meetings, complete surveys, and otherwise provide 3Play Media suggestions, comments, feedback, and other input (“Feedback”) related to the Beta Service upon 3Play Media’s reasonable request. 3Play Media will own the Feedback, without charge, including the right to use, share, and commercialize the Feedback in any way and for any purpose. Customer will only provide Feedback that it fully owns, and will not provide Feedback that is subject to a license or that requires 3Play Media to license or otherwise provide the Beta Service to third parties. 3Play Media may collect and retain data associated with Customer’s use of the Beta Service.
  7. Publicity. In consideration of Customer’s use of the Beta Service, and assuming Customer is satisfied with the Beta Service, Customer agrees to undertake marketing and public relations activities at 3Play Media’s request. Such activities might include (a) participating in a user survey; (b) assisting 3Play Media in developing a case study based on Customer’s use of the Beta Service; (c) providing 3Play Media with a quote to be used in press releases and other marketing materials; and (d) acting as a reference for press, analyst or other potential inquiries.