Important: Carefully review these Beta Testing Terms of Use “Terms” as it delineates the terms you must accept to be part of the Scientific Portfolio Beta testing program. By accepting these terms and conditions or accessing or using any beta products or services, you agree to participate in the Beta Program and be bound by the terms and conditions of this agreement.
Association EDHEC Business School, through its Scientific Portfolio Department (“Scientific Portfolio”) has opened a pre-launch Beta edition of its software features, not yet open for public use, encompassing alterations, augmentations, upgrades, new elements, derived projects, guides, and related resources (“Beta Software”). You are given access to the Beta Software. Scientific Portfolio does not offer any service level agreement for the Beta Software and Scientific Portfolio is not obligated to provide any maintenance or technical support. Scientific Portfolio reserves the right to impose any limitation of any kind, including abandonment, on the use of any Beta Software at any time without notice and without any liability or additional obligation.
THE SOFTWARE FOR BETA TESTING ACCESSED THROUGH THIS CONTRACT IS PRESUMED TO HAVE FLAWS. A KEY OBJECTIVE OF THIS BETA TESTING PROGRAM CONTRACT IS TO GATHER INSIGHT ON SOFTWARE FUNCTIONALITY AND DETECT BUGS. TESTERS ARE URGED TO EXERCISE CAUTION AND SHOULD NOT DEPEND OR RELY ON THE SOFTWARE’S RELIABLE OPERATION OR ACCURATE PERFORMANCE.
Scientific Portfolio provides You with a non-exclusive, non-transferrable, and revocable permission to utilize the Beta Software solely for testing purposes from the date this Contract is accepted until the day the commercial version of the Beta Software is officially launched, if not terminated earlier. Scientific Portfolio reserves the right to modify the test duration for any reason at any given time. You commit to offering Scientific Portfolio with feedback, remarks, or suggestions for improvements related to the Beta Software ("Feedback") and transfer to Scientific Portfolio all ownership rights, including any product upgrades resulting from such suggestions. You consent that Scientific Portfolio may employ the Feedback for any purpose.
You agree that the Beta Software is Scientific Portfolio’s unique and confidential property, incorporating valuable industry secrets and intellectual assets. Without prior explicit written consent from Scientific Portfolio, You will not:
You may provide data, content, or other materials in connection with the use of the Beta Software, which may be accessed, stored, transmitted, reviewed, or processed by Scientific Portfolio based on instructions from You or the nature of the Beta Software (collectively, “Content”) for purposes of delivering the services provided by the Beta Software and not to be shared with any third parties without your consent. Content also includes any resulting analytics, outputs, visual text and displays, or data sets created by Scientific Portfolio resulting from the data, content, or other materials or sources provided by You. You consent to Scientific Portfolio’s use of the Content for the following “Permitted Uses”: (i) provide the Beta Software consist with these Terms and as needed to fulfill the obligations under them; (ii) as directed or authorized by You; (iii) in accordance with any Scientific Portfolio Privacy Policy in effect; (iv) as required by law or other safety or security purposes.) You grant Scientific Portfolio a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary for the Permitted Uses. You further agree that Scientific Portfolio owns all rights, title, and interest to product usage data, diagnostic data, and similar data that it obtains, collects, or generates in connection with Your use of the Beta Software. Scientific Portfolio may use consultants, contractors, service providers, subprocessors, and other third parties in connection with the delivery of the Beta Software.
You are responsible for any claims relating to any Content, including claims that Content violates the rights of another. Scientific Portfolio may remove from the Beta Software or its systems any Content that it, in its sole discretion, determines creates a risk to Scientific Portfolio. You agree that Scientific Portfolio shall have no responsibility or liability for the deletion or failure to store Content maintained or transmitted through the use of the Beta Software. You alone are responsible for securing and backing up the Content.
You represent and warrant that, prior to making any Content available through Your use of the Beta Software, you have obtained all necessary consents or approvals with respect to Content for use in the Beta Software, including by way of example the sharing of such Content with Scientific Portfolio and its employees and authorized third parties.
Scientific Portfolio may also access, use, or disclose account information and Content if legally required to do so or on a good faith belief that such access, use, or disclosure is reasonably necessary to comply with legal process or request, to enforce these Terms, or to protect the rights, property, or safety of Scientific Portfolio, its users, customers, or the public as permitted by law.
The Beta Software is in its developmental stage and does not meet the standards of a finalized commercial product. It may not function as intended and could undergo significant changes before its commercial release. It is provided "AS IS" with no guarantees or warranties of any kind, including but not limited to performance, non-violation of third-party rights, merchantability, or fitness for a specific use. All risks associated with using or performing the Beta Software lie with You as the Beta Tester. Scientific Portfolio will not be responsible for any form of damage incurred during its use.
Scientific Portfolio, in its sole discretion and at any time, may choose to make the Beta Software generally available to the public and remove access to the Beta Software. Prior to Scientific Portfolio making the Beta Software publicly available, Scientific Portfolio makes no representation that the Beta Software will comply with any potentially applicable law or regulations. You acknowledge that (i) additional laws and regulations may apply to the Beta Software upon general release, and (ii) You may be required to accept new or additional contract terms, pay for access to the generally available version of the Beta Software to enable continued use, or both of these. You acknowledge that participation as a user of the Beta Software is voluntary and for the sole purpose of assisting and benefitting Scientific Portfolio in advancing the Beta Software. You acknowledge that Scientific Portfolio has not made any representation, warranties, or guarantees that the Beta Software will be made generally available, and that Scientific Portfolio has no obligation of any kind to You to announce or make the Beta Software generally or otherwise available.
Post the Beta testing phase, Scientific Portfolio may request or access non-confidential material, statistics, or data from You for marketing purposes, press releases, or customer testimonials.
Scientific Portfolio may terminate access to the Beta Software under these Terms of Use for any or no reason upon advanced written notice. All rights granted under this Contract will cease immediately upon its termination. Non-compliance with any term may result in immediate revocation of participation rights without written notice.
Please read this section carefully as it limits the liability of Scientific Portfolio to You.
TO THE EXTENT PERMISSIBLE BY LAW, IN NO EVENT WILL SCIENTIFIC PORTFOLIO OR ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY, OR OTHER FORM OF ACTION, AND INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, AND EVEN IF YOU HAVE ADVISED SCIENTIFIC PORTFOLIO OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT, AND THAT THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Scientific Portfolio may give notice by (i) electronic mail to Your e-mail address on record in Your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to Your address on record in Your account information. You may give notice to Scientific Portfolio (such notice shall be deemed given when received by Scientific Portfolio) by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to Scientific Portfolio at EDHEC Business School – Le Centorial –16-18 rue du 4 septembre, 75002 Paris France addressed to the attention of: Legal Scientific Portfolio and email to clientservices@scientificportfolio.com.
The laws of Singapore, regardless of conflict of laws principles, govern all matters arising out of or relating to this Agreement. The parties consent to the exclusive jurisdiction and venue of the Courts of Singapore. Notwithstanding the above, the parties agree that this paragraph does not preclude either party from initiating any legal, administrative, or regulatory proceedings (including nullity proceedings) before the appropriate patent, copyright, or trademark office, or any other such foreign or domestic administrative or regulatory body, regarding the validity or enforceability of any copyright, patent, trade secret, trademark or other intellectual property right assigned to either party to this Agreement.
b. No Agency Relationship The parties do not intend for this Agreement to create an express or implicit agency relationship in accordance with federal or state common law of agency. Each party is intended to be an independent contractor and no agency relationship is created under this Agreement.
c. No Third-Party Rights or Remedies This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person other than Scientific Portfolio and You.
d. Assignment; Successors and Assigns You may not assign Your rights or transfer any of Your obligations under this Agreement without the express written consent of Scientific Portfolio and such consent may be granted or withheld in Scientific Portfolio’s sole discretion. Scientific Portfolio may assign its rights or transfer any or all of its obligations under this Agreement at any time, without prior notice to You. Any purported assignment or transfer in violation of this section is null and void. This Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.
e. Changes to this Agreement; Additional Terms Scientific Portfolio reserves the right to modify the terms and conditions of this Agreement from time to time, and Scientific Portfolio will use commercially reasonable efforts to communicate any material change to You. Use of the Beta Offering may require acceptance of new, modified, or additional terms of use from time-to-time by and through You, Your administrator, or other account owner. By continuing to use the Beta Offering or participate in the Beta Program and not issuing a notice of termination of this Agreement, unless expressly prohibited by law, You agree that such actions will be deemed acceptance of, and Your agreement to be bound by, any such new, modified, or additional terms.
f. Merger; Conflicts The parties intend for this Agreement to constitute the final agreement between the parties, and that it is the complete and exclusive expression of the parties’ agreement on the matters contained herein. All prior or contemporaneous writings, negotiations, and discussions between the parties with respect to its subject matter are expressly merged and superseded by this Agreement. In entering into this Agreement, neither party has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained in this Agreement. In the event of a conflict between any other agreement between the parties and this Agreement with respect to the subject matter of this Agreement, the terms of this Agreement will control. You acknowledge that no text or information set forth on any purchase order, preprinted form, or other document can add to or vary the terms and conditions of this Agreement.
g. Severability f any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the parties do not intend for this determination to affect or impair the validity, legality, and enforceability of the remaining provisions of this Agreement in any way.
h. Survival All sections of this Agreement which, by their nature should survive termination will survive termination, including, without limitation, sections pertaining to confidential information, any payment obligations, warranty disclaimers, indemnification, and the limitation on liability.
i. Ambiguity and Headings The parties intend that any ambiguity in this Agreement will be resolved and interpreted as closely as possible to meet the intent of the parties. The captions and headings appearing in this Agreement are for reference only and are not intended to be considered in construing this Agreement.
j. International Use; Export Controls; Sanctions You acknowledge that the Beta Software, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774, of the United States and may be subject to other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You shall not, and shall not permit any of Your end users of a Beta Offering, to access, use, export, re-export, divert, transfer, or disclose any part of a Beta Offering or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that: (i) You and Your end users (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that You and Your end users will not access or use a Beta Offering, or export, re-export, divert, or transfer a Beta Offering, in or to such countries or territories; (b) are not persons, or owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists; and (c) are not persons on the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; and (ii) You and Your end users located in China, Russia, or Venezuela are not Military end users and will not put Scientific Portfolio’s Beta Offerings to a Military end user, as defined in 15 C.F.R. 744.21. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.