INTUITIVE CODE EARLY ACCESS PROGRAM
1. PARTICIPATION IN THE INTUITIVE CODE EARLY ACCESS PROGRAM.
The purpose of the Intuitive Code Early Access Program (“EAP”) is to make beta, seed, and other pre-release software, pre-release services, pre-release content, and related documentation, materials, and information (collectively, the “Pre-Release Software”) available to EAP participants from time to time for the purpose of providing Intuitive Code with feedback on the quality and usability of the Pre-Release Software. You understand and agree that participation in the EAP is voluntary and does not create a legal partnership, agency, or employment relationship between you and Intuitive Code. You understand that your participation in the EAP does not obligate Intuitive Code to provide you with any Pre-Release Software. You understand that Intuitive Code may make Pre-Release Software available to EAP participants for download, through a web portal or user interface, and/or as otherwise provided through the EAP (e.g., by manual download, etc.). Intuitive Code reserves the right to modify the terms, conditions, and policies of this EAP from time to time, and to revoke your participation in this EAP at any time. If Intuitive Code makes changes to the terms and conditions of this Agreement, then Intuitive Code may present such revised terms and conditions to you on its website(s).
By participating in the EAP, you certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to join the EAP. This Agreement is void where prohibited by law and the right to become an EAP participant is not granted in such jurisdictions. Unless otherwise agreed or permitted by Intuitive Code in writing, you cannot share or transfer any software or other materials you receive from Intuitive Code in connection with being an EAP participant. The Intuitive Code Account username and password you use to enroll as an EAP participant cannot be shared in any way or with anyone. You are responsible for maintaining the confidentiality of your Intuitive Code Account username and password and for any activity in connection with your account.
2. LICENSE GRANT AND RESTRICTIONS.
Subject to your compliance with this Agreement, Intuitive Code hereby grants you a personal, limited license to use the Intuitive Code Pre-Release Software solely for testing and evaluation purposes and only in connection with this EAP. This license does not grant you the right to use the Intuitive Code Pre-Release Software for any other purpose, or to disclose, reproduce, distribute, modify or create derivative works of the Pre-Release Software. You agree not to decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of any Pre-Release Software (except as and only to the extent the foregoing restrictions are prohibited by applicable law, or to the extent as may be permitted by licensing terms governing use of open-sourced components included with any such Pre-Release Software). You certify that the Pre-Release Software will only be used for testing and evaluation purposes in connection with the EAP, and will not be rented, sold, leased, sublicensed, assigned, distributed or otherwise transferred. Intuitive Code retains ownership of all Pre-Release Software, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Intuitive Code intellectual property.
3. FEEDBACK, CONTACT FROM INTUITIVE CODE.
As part of the EAP, Intuitive Code may provide you with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports and/or support information (collectively, “Feedback”) to Intuitive Code. Intuitive Code may request this information from you through the EAP as well as by email, web questionnaires, bug forms, and other mechanisms. By agreeing to this Agreement, you agree that Intuitive Code may contact you from time to time about the EAP, and you hereby consent to receive such communications. You agree that in the absence of a separate written agreement to the contrary, Intuitive Code will be free to use any Feedback you provide for any purpose.
4. DEFINITION OF CONFIDENTIAL INFORMATION.
You agree that the Pre-Release Software and any information concerning the PreRelease Software (including its nature and existence, features, functionality, screenshots, tutorials, videos), and any other information disclosed by Intuitive Code to you in connection with the EAP will be considered and referred to in this Agreement as “Confidential Information.” Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of yours, (b) is generally made available to the public by Intuitive Code, (c) is independently developed by you without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (e) any third party software and/or documentation provided to you by Intuitive Code and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement. All Confidential Information remains the sole property of Intuitive Code and you have no implied licenses or other rights in the Confidential Information not specified in this Agreement.
5. NON-USE AND NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
Except as expressly permitted in this Section 5, you agree that you will not disclose, publish, or otherwise disseminate any Confidential Information to anyone or as otherwise expressly permitted or agreed to in writing by Intuitive Code. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the Pre-Release Software to third parties. You agree to use the Confidential Information solely for the permitted uses as set forth in this Agreement. You agree not to use Confidential Information otherwise for your own or any third party’s benefit without the prior written approval of an authorized representative of Intuitive Code in each instance. You hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Intuitive Code that may be difficult to ascertain. Accordingly, you agree that Intuitive Code will have the right to seek immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
6. PRECAUTIONS FOR THE USE OF PRE-RELEASE SOFTWARE.
You understand that to participate in an EAP and have access to PreRelease Software you may need to remove certain pre-loaded, commercial Intuitive Code software from your mobile device and/or desktop in order to load the Pre-Release Software. You further understand that once you load such Pre-Release Software onto your mobile device and/or desktop, you may be unable to revert back to the pre-loaded, commercial release of the Intuitive Code software you were using prior to loading the Pre-Release Software or any earlier release of the Pre-Release Software. In addition, applications and/or services you have installed or been using may be unable to run or function in the same manner because of your use of the Pre-Release Software. YOU ACKNOWLEDGE THAT BY UPDATING YOUR INTUITIVE CODE APP AND ACCEPTING TO ENROL IN THIS PROGRAM, THE APP AND/OR INFORMATION MAY NOT BE CAPABLE OF BEING RESTORED TO THEIR ORIGINAL CONDITION AND THAT USE OF SERVICE AND SERVICES MAY BE AFFECTED BY YOUR USE OF PRE-RELEASE SOFTWARE. FURTHER, YOU UNDERSTAND THAT DATA (INCLUDING DOCUMENTS) FROM SUCH APPLICATIONS OR SERVICES THAT YOU CREATE OR CHANGE WHILE USING THE PRE-RELEASE SOFTWARE MAY BE INCAPABLE OF BEING RESTORED OR RECOVERED. INTUITIVE CODE SHALL NOT BE RESPONSIBLE FOR ANY COSTS, EXPENSES OR OTHER LIABILITIES YOU MAY INCUR AS A RESULT OF YOUR TESTING, INSTALLATION OR USE OF PRE-RELEASE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY SORT OF DAMAGE, SOFTWARE OR DATA OR ANY LOSS OF DATA OR INFORMATION ARISING FROM YOUR USE OF SUCH PRE-RELEASE SOFTWARE. In addition, the Pre-Release Software may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your Intuitive Code account and/or mobile device.
7. CONSENT TO COLLECTION AND USE OF DATA
7.1 App Data. In order to provide, test and help Intuitive Code, its affiliate partners, and third parties improve their products and services, you acknowledge that Intuitive Code and its subsidiaries, affiliates, and agents will be collecting, using, storing, transmitting, processing and analyzing (collectively, “Collecting”) diagnostic, technical, and usage data from your app and/or web portal while you are enrolled into the EAP. This information will be Collected in a form that does personally identify you and may be Collected from your Intuitive Code app or Intuitive Code web portal at any time, including over-the-air connection. You may withdraw from EAP at any time to prevent future collection and use of data, however the information collected during your enrollment period is not subject to erasure and is retained for the purposes set forth herein. By enrolling into the EAP, you acknowledge and agree that Intuitive Code, its affiliates and agents have your permission to Collect any and all such information and use it as set forth above.
7.2 Privacy Notice. Data otherwise collected will be treated in accordance with Intuitive Code Privacy Notice, which is incorporated by reference into this Agreement and which can be viewed at: https://autonomoustrading.io/privacy-policy/
8. NO SUPPORT AND MAINTENANCE; FUTURE PRODUCTS.
During your participation in the EAP, Intuitive Code is not obligated to provide you with any maintenance, technical or other support for the Pre-Release Software. If, at Intuitive Code’s option, such support is provided, it will be provided in addition to your standard support coverage for your Intuitive Code product (if applicable). You agree to abide by any support rules and policies that Intuitive Code provides to you in order to receive such support. You acknowledge that Intuitive Code has no express or implied obligation to announce or make available a commercial version of the Pre-Release Software to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Pre-Release Software licensed hereunder.
9. NO WARRANTY.
The Pre-Release Software provided hereunder may be designated as beta, development, pre-release, untested, or not fully tested firmware. The Pre-Release Software may be incomplete and may contain errors or inaccuracies that could cause failures, corruption and/or loss of data or information. You expressly acknowledge and agree that, to the extent permitted by applicable law, all use of the Pre-Release Software is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. INTUITIVE CODE IS PROVIDING ALL CONFIDENTIAL INFORMATION, INCLUDING THE PRE-RELEASE SOFTWARE, TO YOU SOLELY ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge that Intuitive Code has not promised or guaranteed to you that such Pre-Release Software will be announced or made available to anyone in the future and that Intuitive Code has no express or implied obligation to you to announce or introduce the Pre-Release Software or any similar or compatible product, or to continue to offer access to the Pre-Release Software in the future.
10. DISCLAIMER OF LIABILITY.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH TESTING, UPDATING, INSTALLATION, OR USE OF THE PRE-RELEASE SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE PRE-RELEASE SOFTWARE, AND ANY LOSS OF PERFORMANCE, SOFTWARE, INFORMATION OR DATA, AND IN NO EVENT WILL INTUITIVE CODE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE PRE-RELEASE SOFTWARE ON YOUR APP OR WEB PORTAL CONNECTED THERETO, AND/OR FROM ANY OTHER CONFIDENTIAL INFORMATION, AND/OR INTUITIVE CODE’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF INTUITIVE CODE HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH LOSS OF PERFORMANCE. IN NO EVENT SHALL INTUITIVE CODE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF TWENTY DOLLARS ($20.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. TERM AND TERMINATION.
This Agreement will continue in effect until terminated in accordance with this Section 12. You may terminate this Agreement at any time, for any reason, but only by returning or destroying any Confidential Information that is in your possession or control (including, without limitation, any Pre-Release Software); provided however that if you are unable to purge certain Pre-Release Software from your mobile device and/or desktop, then you agree that you will continue to hold the Pre-Release Software as Confidential Information. Intuitive Code may terminate this Agreement at any time, with or without cause, with or without written notice to you, and may terminate this Agreement immediately for any breach of the confidentiality provisions set forth herein. Within seven (7) days of your receipt of Intuitive Code’s termination notice, or earlier if requested by Intuitive Code, you will return, cease all use of, and/or destroy the Pre-Release Software and all other Confidential Information as provided in this Section. Following termination of this Agreement for any reason, the restrictions of each section of the Agreement will continue to bind the parties. The term of your license to use the Pre-Release Software granted under Section 2 of this Agreement shall commence upon your installation or use of the Pre-Release Software and will terminate automatically without notice from Intuitive Code upon the earlier of (a) the next commercial release of the Pre-Release Software, (b) the termination of the EAP under which you obtained the Pre-Release Software, or (c) the termination of this Agreement.
12. NO WAIVER OR ASSIGNMENT.
No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Intuitive Code, and no single waiver will constitute a continuing or subsequent waiver. This Agreement may not be assigned by you in whole or in part. Any contrary assignment shall be null and void.
13. GOVERNING LAW.
Any litigation or dispute resolution between You and Intuitive Code arising out of or relating to this Agreement, the EAP, or your relationship with Intuitive Code will take place in the jurisdiction of Portugal. This Agreement will be governed by and construed in accordance with the laws of Portugal.
14. SEVERABILITY; COMPLETE UNDERSTANDING.
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, including any appendices made effective pursuant to this Agreement, constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. Except as expressly set forth herein, any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern, to the extent not prohibited by local law in your jurisdiction.