The following applies exclusively to Evernote Business beta users.
An individual (“you”) is required to accept this Evernote Business Customer Addendum (the “Addendum”) on behalf of the entity agreeing to these terms (“Customer”).
This Addendum governs Customer’s access to and use of a public, generally available, beta version of the Evernote Business Service (collectively, the “Beta Service”), and hereby amends and is incorporated into the Evernote Business Agreement between Evernote and Customer as of the date you accept this Addendum (“Addendum Effective Date”).
Customer has begun use of the Beta Service beginning on the Addendum Effective Date, and ending on the sooner of either (a) the date Evernote terminates the public beta of the Beta Service (including by removing “beta” status from the Beta Service), or (b) one year from the Addendum Effective Date.
The terms “Evernote” and “Customer” and other capitalized terms in this Addendum shall have the meanings supplied herein or in the Evernote Business Agreement, Terms of Service, Commercial Terms, or other applicable agreement relating to Customer’s use of the Evernote Service (collectively, the “Standard Terms”). The Standard Terms shall apply to the Beta Service except as otherwise agreed. If there is any conflict between this Addendum and the Standard Terms, this Addendum shall govern with respect to the Beta Service only, and the Standard Terms shall govern in all other matters. This Addendum shall have no applicability to any Service other than the Beta Service.
By accepting this Addendum, you confirm that you have reviewed the Addendum on behalf of Customer and you are warranting to Evernote that you are authorized to accept and make legally binding this Addendum on behalf of Customer. If you do not have the legal authority to bind such Customer, please do not check the box signifying that you accept the terms of this Addendum.
1. License. Evernote hereby grants to Customer a limited-term, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Beta Service internally during the Evaluation Period. Except as expressly provided in this Addendum, Customer has no rights to access or use the Beta Service. For clarity, Evernote and its licensors shall own all right, title, and interest in and to the Beta Service. Evernote reserves all rights not expressly granted to Company in this Addendum.
2. End Users. Customer acknowledges that it is responsible for the use and access to the Beta Service and by End Users to whom it provides access to Customer’s Business Account. Customer shall inform such End Users shall that the Beta Service is the Confidential Information of Evernote, and that the Beta Service is experimental, pre-release, and may not function as expected.
3. Customer Feedback. Feedback and other information which is provided by Customer or derived by Evernote in connection with this Addendum may be used by Evernote to improve or enhance its Service and Evernote shall have a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, modify and otherwise exploit such feedback and information without restriction, provided that, the public disclosure of any such feedback or information identifiable to Customer shall only be by the mutual agreement of Customer and Evernote.
4. Support and Updates. Notwithstanding anything to the contrary in the Standard Terms: a. Evernote shall have no obligation to support or provide support services to Customer relating to the Beta Service. Evernote may, however, make such services available to Customer at its sole discretion. b. Evernote may from time to time make available updates, enhancements and/or modifications to the Beta Service and may, at its sole discretion, provide such updates to Customer, but is under no obligation to do so. The provision by Evernote to Customer of such updates, enhancements and/or modifications to the Beta Service shall be subject to all covenants and conditions of this Addendum, including, but not limited to, the restrictions on Customer’s use of the Beta Service and Evernote’s disclaimer of warranties.
5. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL EVERNOTE OR ITS LICENSORS BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM THIS ADDENDUM OR THE USE OF THE BETA SERVICE, WHETHER RESULTING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO LOSS OR INACCURACY OF DATA, INTERRUPTION OF USE, LOSS OF PROFITS OR REVENUE, OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF EVERNOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Warranty. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE BETA SERVICE IS IN AN EARLY STAGE OF DEVELOPMENT, IS EXPERIMENTAL AND THAT EVERNOTE DOES NOT WARRANT THE BETA SERVICE IN ANY WAY, INCLUDING BUT NOT LIMITED TO PERFORMANCE OR FEATURES OF THE BETA SERVICE. ALL WARRANTIES REGARDING THE BETA SERVICE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED BY EVERNOTE. THE BETA SERVICE IS PROVIDED “AS IS” FOR EVALUATION AND TESTING PURPOSES ONLY, AND OWING TO ITS EXPERIMENTAL NATURE, CUSTOMER IS ADVISED NOT TO RELY ON THE FEATURES OR PERFORMANCE OF THE BETA SERVICE FOR ANY REASON. CUSTOMER AGREES TO USE THE BETA SERVICE WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF DATA, HARDWARE, AND SOFTWARE IN THE SOFTWARE'S OPERATING ENVIRONMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE STANDARD TERMS, CUSTOMER FURTHER AGREES THAT EVERNOTE SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF EVERNOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Term and Termination. Evernote shall have the right, at its sole discretion, to terminate this Addendum immediately with or without cause upon written notice to Customer. In addition, this Addendum shall terminate automatically upon any termination of the Evernote Business Agreement. Sections 3 and 5 - 9 shall survive any termination or expiration of this Addendum.
8. Commercial Availability. Nothing in this Addendum shall be deemed to require Evernote to make the Beta Service commercially available on any particular date nor does Evernote make any such representation or warranty, express or implied, regarding any such commercially available version. Nothing in this Addendum shall be deemed to convey to Customer the rights to use a commercially released version of the Beta Service or any components thereof, if and when such are available. Use of such commercial product shall be subject to the Evernote Business Agreement or such other terms and conditions as Evernote requires in connection with such service.