1.1 By participating in an Early Adopter Program (“EAP”) for a Vertafore Solution, Customer agrees to comply with the EAP terms and conditions stated herein.
1.2 Customer may become an early adopter participant to evaluate a Vertafore Solution or feature of a Vertafore Solution after executing an Order, being contacted directly by Vertafore, or any other means as determined by Vertafore and communicated to Customer.
1.3 Subject to these terms, all non-conflicting terms of the Customer’s Agreement for Vertafore Solution(s) shall continue in full force and effect and be applicable to the use of the Vertafore Solution that is part of the EAP.
1.4 As part of the EAP, Vertafore may provide Customer access to certain Vertafore Solutions, features, and services, which are in different stages of development. Customer understands those Vertafore Solutions, features, and services may not always perform as specified.
1.5 Vertafore will not provide any compensation for Customer’s participation in the EAP is voluntary and either party has the right to suspend or terminate participation or the EAP at any time.
Subject to the Agreement and the conditions and limitations contained herein, Vertafore hereby grants Customer a limited, personal, nonexclusive, nontransferable, and revocable license to access and use the Vertafore Solution for internal use and evaluation. No license is granted for any other purpose and there are no implied licenses in the Agreement.
3. Customer Feedback.
Customer agrees to report any flaws, errors or imperfections discovered in the Vertafore Solution or other materials where Customer has been granted access to the Vertafore Solution as an early adopter. Upon Vertafore’s request, Customer will provide prompt feedback to Vertafore with its comments, evaluation, and other feedback (“Feedback”) regarding the features, usability, operation, design, and functionality of the Vertafore Solution. Feedback may be in the form of surveys, online reports, automated reporting of app use, reports of problems or errors, voluntary suggestions, or other forms of comment from Customer to Vertafore.
All information Vertafore provides under the EAP, as well as Customer’s Feedback and any other submissions or information obtained by Customer or its representatives regarding the operation or performance of the Vertafore Solution, including but not limited to information about unreleased features and product roadmaps is Confidential Information.
The EAP does not create any binding obligations for Vertafore to develop or sell, or for Customer to purchase, any Vertafore Solution, service or offering. Any descriptions of future product direction, intended updates, or new or improved features or functions are intended for informational purposes only and are not binding commitments, and the sale, development, release, or timing of any such products, updates, features, or functions is at Vertafore’s sole discretion.
Customer shall support Vertafore in conversations with other customers currently evaluating the Vertafore Solution.
Customer, including Customer’s name and/or logo, shall be identified as an early adopter by Vertafore in marketing materials for the Vertafore Solution subject to the EAP.
8. Disclaimer of Warranties.
Customer acknowledges and agrees that the Vertafore Solution may include portions that are in development, are incomplete, and have not been commercially released. The Vertafore Solution may not be fully functional and is expected to contain errors, design flaws or other problems that may not be corrected by Vertafore and may adversely affect the functionality of the Vertafore Solution. Vertafore is under no obligation to commercially release the Vertafore Solution and may discontinue or change any feature at any time for any reason. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN CASE OF ANY DISSATISFACTION IS TERMINATING CUSTOMER’S PARTICIPATION IN THE EAP.
9. Limitation of Liability.
VERTAFORE’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE EAP SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000). IN NO EVENT SHALL VERTAFORE BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE VERTAFORE SOLUTION EVEN IF VERTAFORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.