Bandio PBC Terms of Service – Beta Release (“Beta Terms” or “Terms”) – Effective June 6, 2024
Thank you for participating in the Bandio Beta Program. These Beta Terms form an agreement between Bandio (“we” “us” “our”) and You, the user (“you”, “your”) and will govern Your access to and use of the Bandio service (the “Service”) while we are conducting our Beta testing phase. Please read these Terms carefully. By accessing and using the Service, you agree to participate in the Beta Program and to be bound by these Terms.
BY ACCESSING OR USING THE SERVICE YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THESE TERMS; AND (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF YOURSELF OR YOUR COMPANY AND AGREE TO BE LEGALLY BOUND BY THEM.
1. Scope of Service; Support
The Beta Program includes all software, services, products, features, functionality or technology offered by us and designated as part of the Beta Program. Each Service may be more fully described in documentation provided at the time you access the Service or during your use of any Service (such documentation, together with any information on our website, collectively “Documentation”). During the Term we grant you a non-exclusive, non-transferable license to use the Services in the manner described in the Documentation. We do not provide any support, maintenance or technical support for the Service, and we have no obligation to provide support, maintenance, upgrades, modifications, or new releases of the Services to you and we may discontinue the Services at any time in our sole discretion. We reserve the right to modify, abandon, or impose any limitations on the use of a Service at any time, with or without notice and without any obligation or liability. While a Service is part of the Beta Program it is provided AS IS, as is more fully described below. We are not obligated to ever commercially release a version of the Services, but if we do, you may be required to enter into a new agreement or to pay for the released version. The Beta Program will be automatically discontinued for any Service that is commercially released.
2. Participation
You may be required to create an account in order to sign up for or use the Services or participate in the Beta Program. You agree to provide and maintain accurate, current and complete information to create and access your account, and to maintain the confidentiality and security of password or other security measure. You will notify us immediately of any actual or suspected breach of your account’s security. You agree to participate in the Beta Program, including providing any requested feedback.
3. License Grant; Changes or Termination
We grant you the right to access and use the Services during the Term of the Beta Program. We can revoke this license grant, at our discretion, as described herein. You acknowledge and agree that the form and nature of the Services and/or the Beta Program may change from time to time without prior notice. Additionally, we may terminate, limit, discontinue, modify or change the Beta Program or Services at any time, in our sole discretion. You acknowledge that your or any of your users’ breach of this Agreement or any applicable policies that we notify you of will result in immediate termination from the Beta Program.
4. Feedback
As part of your participation in the Beta Program, you may be asked to provide feedback regarding the Services and your user experience. You agree that all feedback belongs to us and we are not obligated to act on or use the feedback you provide. In our sole discretion, we may freely use, copy, disclose, license, distribute and exploit any feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. However, we will not identify you as the source of the feedback without your permission. Nothing in this Agreement limits our right to independently use, develop, evaluate, or market products or services, whether incorporating feedback or otherwise.
5. Term and Termination
The Term of this Agreement commences when you first use or access the Services and continues until terminated by either Party. We may terminate the Service, the Beta Program, or your access at any time, with or without notice. Either Party may terminate this Agreement at any time. Upon Termination of this Agreement, all rights granted herein to use or access the Services will terminate and you agree to return any Confidential Information which may have been provided to you.
6. Prohibited Uses
You may not use the Services for any purpose other than evaluating and testing the Services. You may not redistribute the age bands you create through the Service. You may not provide access to any age bands you create through the Service to anyone other than your child or dependent. You may not modify, customize, disassemble, decompile, prepare derivative works, or reverse engineer the Services, or use them in a way that interferes with or disrupts the delivery or use of the Services. You may not use the Services to engage in any illegal, fraudulent, false or misleading activity, or in any way that infringes, misappropriates or otherwise violates the intellectual property rights of us or anyone else. The Services may not be accessible from or functional outside of the United States, and the Services may not comply with international regulations.
7. AS-IS, Disclaimer of Warranties
YOU AGREE THAT THE SERVICES ARE NOT COMPLETE IN DEVELOPMENT AND ARE NOT OFFERED COMMERCIALLY FOR SALE. THE SERVICES MAY NOT BE FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, DESIGN FLAWS, OR OTHER PROBLEMS, INCLUDING THOSE THAT MAY ADVERSELY IMPACT THE OPERATION OF THE SERVICES. THE SERVICES MAY NOT BE RELIABLE AND WE MAKE NO REPRESENTATION THEREOF. THE SERVICES HAVE NOT BEEN EVALUATED FOR LICENSING OR REGULATORY COMPLIANCE AND MAY NOT MEET THE REQUIREMENTS FOR TRANSMITTING, STORING, OR PROCESSING REGULATED DATA.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (I) THE SERVICES ARE PROVIDED "AS IS" AND WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; AND (II) WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
8. Compliance with Laws
You are solely responsible for compliance with all laws that apply to your participation in the Beta Program, or your access to or use of the Services, including but not limited to applicable import/export, anti-bribery, anti-money laundering, foreign corrupt practices, intellectual property, privacy and know-your-customer laws or regulations.
9. Confidential Information
You acknowledge and agree that in permitting access to and use of the Services, we will be disclosing to you certain confidential, proprietary and/or trade secret information (“Confidential Information”). Such Confidential Information shall include, without limitation, any know-how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports. You agree to not, without our express prior written consent, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (a) is or becomes generally available to the public through any means other than as a result of any act or omission by you; (b) is rightfully received by you from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by you without any reliance on any Confidential Information.
At the expiration or termination of this Agreement or at any time at our request, you will return all Confidential Information in your possession to us. You also agree that you will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the Services or any Confidential Information.
10. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (I) IN NO EVENT WILL WE BE LIABLE UNDER OR IN CONNECTION WITH THESE BETA TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; AND (II) IN NO EVENT WILL ANY AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED $100.
11. Indemnification
You will defend, indemnify, and hold us and our Affiliates, officers, directors, employees, consultants and agents harmless from any third-party allegations, suits, claims, or demands and associated liabilities, costs, damages and expenses including but not limited to attorney fees, expert fees, and court costs, arising from or related to your violation of this Agreement, your infringement or violation of the intellectual property rights of another, or the violation of any law.
12. Miscellaneous
(a) Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
(b) Entire Agreement. This Agreement sets forth our entire agreement and understanding relating to the Beta Program and the Services and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between us.
(c) Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. We may assign any of our rights and obligations under this Agreement. You may not assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement.
(d). No Agency Relationship. The Parties do not intend for this Agreement to create any express or implied agency or other representative relationship. Each Party is acting as an independent party in this relationship.
(e) No Third-Party Rights or Remedies. This Agreement does not confer any enforceable right or remedies upon any person other than you and us.
(f) Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be delivered by email to us at support@bandio.com.
(g) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then the balance of the Agreement shall be enforceable in accordance with its terms.
(h) Changes to the Agreement. We reserve the right to modify the terms of this Agreement and we will use commercially reasonable efforts to communicate any material change to you. Your use of the Services may require you to accept the new, modified or additional terms. Your continued use of the Services will be deemed acceptance by you of any new terms.
(i) Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including sections pertaining to Confidential Information, warranty disclaimer, indemnification and limitation of liability.
