By using any and all Majr services, you agree to the terms of use of this Agreement (this “Agreement”) is entered into between Majr Technology Corporation, a Delaware corporation (“Majr”), and the individual or entity accepting this agreement via account creation (“Beta Tester”) as of the date of account creation at http://www.majr.app or https://artists.majr.app and or the Apple App Store. (the “Effective Date”).
- License Grant. Subject to the terms and conditions hereof, Majr grants to Beta Tester, for the Beta Test Period specified in Section 2, a limited non-exclusive, non-transferable, revocable right and license to access and use the Majr online Beta Platform (“Beta Platform”), a system designed to connect artists and fans directly, solely for the purpose of Beta Tester’s internal evaluation of the Beta Platform and not for general commercial use. The Beta Platform includes illustrations, mock-ups and prototypes associated with development of the online Beta Platform.
- Beta Test Period. Majr will make the Beta Platform available to Beta Tester. The Beta Test Period will conclude at the date upon which this Agreement is updated in accordance with the Beta Test Period ending.
- Termination. The rights to the Beta Platform granted hereunder terminate on expiration of the Beta Test Period. Additionally, either party may terminate this Agreement upon written notice to the other party at any time. Sections 4 through 10 will survive termination of this Agreement.
- Proprietary Rights; Confidentiality; Restrictions. Beta Tester acknowledges that the Beta Platform contains confidential information and trade secrets of Majr and its licensors. Beta Tester will not: copy, distribute, sell, sublicense or otherwise transfer or make available the Beta Platform or any portion thereof to any third party; remove from view any copyright legend, trademark or confidentiality notice appearing on the Beta Platform; modify, adapt, translate, reverse engineer, decompile or derive the source code for the Beta Platform, or authorize a third party to do any of the foregoing. Beta Tester will not use the Beta Platform or any documentation provided therewith for any purpose other than Beta Tester’s internal evaluation of the Beta Platform and the provision of Feedback (as defined in Section 9) to Majr. Beta Tester will not disclose to any third party, except with the prior written approval of Majr, any information about the Beta Platform, its features, Feedback, related technical information identified as confidential, or the results of any performance or functional evaluation or test of the Beta Platform (the “Confidential Information”). Beta Tester will use no less than all reasonable efforts to protect the Confidential Information from unauthorized use or disclosure. Beta Tester may disclose Confidential Information only to those of its employees who have a bona fide need to know such information for Beta Tester’s evaluation of the Beta Platform and who have first executed a written agreement that contains use and nondisclosure restrictions at least as protective as those set forth herein. Beta Tester will immediately report any violation of this provision to Majr and will employ all reasonable means to mitigate any damages or losses that Majr may incur as a result of any such violation. Beta Tester’s rights in the Beta Platform will be limited to those expressly granted in Section 1. Majr and its licensors reserve all rights and licenses in and to the Beta Platform not expressly granted to Beta Tester hereunder.
- Beta Platform Availability. Majr may make the Beta Platform available to Beta Tester by providing account and login information. Beta Tester is responsible for maintaining the confidentiality of its Beta Platform access information and for any access to the Beta Platform via Beta Tester’s account. Majr may provide Beta Tester with reasonable assistance in connecting to and using the Beta Platform.
- No Warranty. THE BETA PLATFORM IS PROVIDED “AS-IS.” MAJR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF OF DEALING OR USAGE IN TRADE.
- Acknowledgment of Beta Beta Platform. Beta Tester acknowledges and agrees that: (a) the Beta Platform has not been made commercially available by Majr; (b) the Beta Platform may not operate properly, be in final form or fully functional; (c) the Beta Platform may contain errors, design flaws or other problems; (d) it may not be possible to make the Beta Platform fully functional; (e) the information obtained using the Beta Platform may not be accurate and may not accurately correspond to information extracted from any database or other source; (f) use of the Beta Platform may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) Majr is under no obligation to release a commercial version of the Beta Platform; and (h) Majr has the right unilaterally to abandon development of the Beta Platform, at any time and without any obligation or liability to Beta Tester. Beta Tester acknowledges and agrees that it should not rely on the Beta Platform for any reason. Beta Tester is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Beta Platform. Beta Tester will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Beta Tester’s use of the Beta Platform.
- Limitation of Liability. EXCEPT AS OTHERWISE REQUIRED BY LAW, THE LIABILITY OF MAJR AND ITS LICENSORS TO BETA TESTER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE BETA PLATFORM, OR FOR ANY ERROR OR DEFECT IN THE BETA PLATFORM, OR FOR THE PROVISION OF TECHNICAL SUPPORT, TRAINING OR OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED $100. IN NO EVENT WILL MAJR OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.The limitations of liability set forth in this Agreement reflect the allocation of risk negotiated and agreed to by the parties. Majr would not enter into this Agreement without these limitations on its liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
- Feedback. Beta Tester will or may provide reasonable feedback to Majr concerning the features and functionality of the Beta Platform (“Feedback”). All such Feedback will be the sole and exclusive property of Majr. Beta Tester hereby irrevocably transfers and assigns to Majr and agrees to irrevocably assign and transfer to Majr all of Beta Tester’s right, title, and interest in and to all Feedback including all intellectual property rights therein (collectively, “Intellectual Property Rights”). Beta Tester will not earn or acquire any rights or licenses in the Beta Platform or in any Majr Intellectual Property Rights on account of this Agreement or Beta Tester’s performance under this Agreement, even if Majr incorporates any Feedback into the Beta Platform.
- Audit. Majr may, at any time during the term of this Agreement, upon reasonable written notice and during Beta Tester’s normal business hours, audit Beta Tester’s use of the Beta Platform at Beta Tester’s premises, as reasonably necessary to confirm that Beta Tester is using the Beta Platform in accordance with the terms and conditions of this Agreement. Majr may use a third-party organization reasonably acceptable to Beta Tester to assist Majr in conducting such an audit. Beta Tester will cooperate with Majr in such audit and will promptly make available to Majr all information and materials reasonably required by Majr to conduct such an audit.
- General. Beta Tester may not assign or otherwise transfer, by operation of law or otherwise, any of its rights under this Agreement without Majr’s prior written consent, and any attempted assignment without such consent will be null and of no effect. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, communications and understandings with respect to the evaluation of the Beta Platform and shall be construed in accordance with the laws of the State of California (excluding its body of law controlling conflicts of law). The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default. All notices required or permitted under this Agreement will be in writing and delivered in person, by confirmed facsimile transmission or by overnight delivery service and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth below or to such other address as may be specified by either party to the other in accordance with this Section.
The parties have executed this Agreement on the date of the Beta Tester’s account creation and emphasized via the acceptance notification provided in the sign-up process.
