Terms and Conditions – First Wave Program

Customer has elected to participate in Seismic’s First Wave Beta program (the “Program”) wherein the Customer will be given access to software, services, products, features, and documentation that is deemed by Seismic to be in a beta, trial, pilot, or similar pre-production phase (collectively, “Beta Software”). In consideration of receiving access to the Beta Software, Customer agrees to actively use the Beta Software, participate in periodic dedicated feedback calls with Seismic, complete a survey within thirty (30) days of implementation of the Beta Software, and provide quotes, testimonials, or a case study highlighting the expected value of the Beta Software to Customer.

Customer agrees that (a) it will only use the Beta Software on a temporary basis for the period limited by the applicable license key or specified by Seismic; (b) if Customer fails to stop using and/or return the Beta Software by the end of the applicable use period, Customer may be invoiced for its list price and agrees to pay such invoice; (c) Seismic, in its discretion, may stop providing the Beta Software at any time, at which point Customer will no longer have access to and must immediately cease using the Beta Software; and (d) unless agreed in writing by Seismic, Customer will not put Beta Software into production use.

Seismic alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Beta Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the Beta Software, which are hereby assigned to Seismic.  Customer will not copy, distribute, reverse engineer, reproduce or use any of the foregoing except as expressly permitted herein.  Seismic may collect data with respect to the Beta Software (including analytics such as response rate and other measures of performance), and Seismic alone shall retain all intellectual property rights relating thereto.  This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Beta Software, or any intellectual property rights.  

Customer understands that the Beta Software, together with any non-public information relating to Seismic’s technology or business (hereinafter referred to as “Proprietary Information”), are confidential and proprietary to Seismic.  Customer agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of its participation in the Program, and (iii) to  take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that Customer takes with its own proprietary information, but in no event will Customer apply less than reasonable precautions to protect such Proprietary Information.  Nothing herein will prevent Customer from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that Customer gives Seismic reasonable prior notice of such disclosure to contest such order.

 The Beta Software is not generally available and may contain bugs, errors, defects, or harmful components. Accordingly, Seismic is providing the Beta Software to Customer “AS-IS” and, notwithstanding anything to the contrary in this Agreement, Seismic makes no warranties of any kind with respect to the Beta Software, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, and has no indemnity or other obligation (including support obligations) or liability with respect to Beta Software. Seismic does not warrant that the Beta Software will meet any specified service level, or will operate without interruptions or downtime.