Terms of Service
Welcome to Karen. We are excited to have you as one of our very first users. We want our relationship with you to be as informal and friendly as possible, but please read these Terms of Service before using the site.
This Beta Software and Non-Disclosure Agreement (“Agreement”) is made and entered into between you and CareLogic, Inc. (“CareLogic”), and is effective as of the date of acceptance by you by signing this Agreement or by clicking “I Accept” (or equivalent) before downloading the Beta Software (as defined below). You are an individual that desires to participate in “beta testing”, which provides access to confidential materials or software currently in development by CareLogic (“Beta Software”). CareLogic wishes to obtain the benefit of your reports as a beta tester of the Beta Software. In consideration of the premises, and of the mutual covenants and conditions, the parties, agree to the following terms and conditions:
- Beta Software; Testing; Feedback. You are only granted a limited right and license to test and evaluate the Beta Software in connection with the beta trial period. You agree to provide feedback to CareLogic regarding the Beta Software, including for example, bugs and test results. All such feedback and ownership interest in and to such feedback belongs to CareLogic (and may be used by CareLogic without restriction and without compensation to you) and such information may be shared with other beta trial participants as permitted by CareLogic.
- Confidentiality. “Confidential Information” means all information, whether written or oral, and in any form (including, without limitation, software (in source or object code), materials, documents, reports, designs, drawings, plans, flowcharts, processes, product information, sales and marketing plans and/or programs, and pricing information) relating to CareLogic’s beta-tested products or services, including the Beta Software, which is disclosed either directly or indirectly to you. You shall use the Confidential Information solely for testing purposes and, and shall not disclose, without CareLogic’s written consent, such Confidential Information to third parties or use such Confidential Information for your own benefit or for the benefit of third parties.
- Proprietary rights; No right to Copy, Modify, or Disassemble. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Confidential Information are and will remain in CareLogic and you shall have no such intellectual property rights in the Confidential Information. You shall not reverse engineer, alter, modify, disassemble or decompile any Confidential Information, or any part thereof, without CareLogic’s prior written consent.
- No Warranty, No Liability. CareLogic makes no warranty, express nor implied, as to any Confidential Information that it may provide hereunder, including without limitation as to the accuracy of the Confidential Information, as to whether any new products will be produced as disclosed, or as to the availability of product(s) on any specific date. YOU ACKNOWLEDGE THE BETA SOFTWARE AND BETA TESTING MATERIALS CONTAIN ERRORS AND DEFECTS. THE BETA SOFTWARE AND BETA TESTING MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. YOU ASSUME ALL RISK OF USE FOR THE BETA SOFTWARE AND BETA TESTING MATERIALS. IN NO EVENT WILL CARELOGIC, ITS AFFILIATES, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, LICENSORS, AND/OR DISTRIBUTORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES OR LOST PROFITS, DATA OR BUSINESS WHETHER OR NOT ARISING FROM CARELOGIC’S NEGLIGENCE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA SOFTWARE OR BETA TESTING MATERIALS. THIS SECTION WILL SURVIVE THE BETA TRIAL PERIOD.
- Term and Termination. The term of this Agreement shall begin on the date you accept this Agreement and shall continue until terminated as set forth below. Upon termination of this Agreement for any reason, the obligation to protect Confidential Information shall survive such termination. This Agreement may be terminated by CareLogic at any time and for any reason by giving written notice to you. Upon termination of this Agreement, you agree to (a) return the Confidential Information and all copies thereof to CareLogic, if requested by CareLogic in writing to do so, within seven (7) days after such termination, or (b) if requested by CareLogic to do so, certify to CareLogic in writing that the Confidential Information and all copies thereof have been destroyed.
- Equitable Relief; Injunction. You acknowledge that money damages would not be a sufficient remedy for any breach of this Agreement by you and that CareLogic would suffer irreparable harm as a result of any such breach. Accordingly, CareLogic will also be entitled to equitable relief, including injunction and specific performance, as a remedy for any breach or threatened breach of this Agreement by you or any of your representatives. The remedies referred to above will not be deemed to be the exclusive remedies for a breach of this Agreement, but rather will be in addition to all other remedies available at law or in equity.
- Miscellaneous. This Agreement constitutes the entire legal agreement between you and CareLogic and governs your testing of the Beta Software, and completely replaces any prior agreements between you and CareLogic in relation to the Beta Software and the matters contained herein. This Agreement may not be modified or amended except by the written acceptance of both parties. Failure by CareLogic to exercise or enforce any legal right or remedy which is contained in this Agreement (or which CareLogic has the benefit of under any applicable law), does not constitute a formal waiver by CareLogic of any right or remedy. If any court of law, having competent jurisdiction, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable. The rights granted in this Agreement may not be assigned or transferred by you without the prior written approval of CareLogic. You are not permitted to delegate your responsibilities or obligations under this Agreement without the prior written approval of CareLogic. CareLogic is free to assign, transfer and/ or sublicense its rights and obligations under this Agreement to any third party without your permission. All claims arising out of or relating to this Agreement shall be governed by the laws of the State of California excluding conflict of laws provisions. The parties agree to submit to the exclusive jurisdiction of the federal or state courts located within the County of Los Angeles, State of California to resolve any legal matter arising from or relating to this Agreement, except that you agree that CareLogic shall be allowed to apply for injunctive relief in any jurisdiction. Those rights and obligations which by their very nature are intended to survive termination or expiration of this Agreement will survive.