Effective Date: January 15, 2025
This date reflects when this agreement was drafted and first made applicable. By using the Beta Services, all recipients agree to the terms outlined herein, regardless of their individual start date.
The "Company" (Sabi, Inc., dba Nuvos) grants the "Recipient" (an individual or entity acknowledging and using Nuvos as a beta user) a limited, non-exclusive, non-transferable, revocable license to access and use the Beta Services. This license is intended for testing and evaluation purposes, and the Beta Services are not currently designed for commercial or production use. The Company does not assume responsibility for any issues that may arise from such use.
The Recipient represents and warrants that, if acting on behalf of an organization, they have obtained authorization from their organization to participate in this Beta program and to use the Beta Services. This includes permission to input data into the Beta Services as required for testing and evaluation purposes. If the Recipient is acting independently and not on behalf of an organization, this acknowledgment does not apply. The Company will not be liable for any unauthorized use of the Beta Services by the Recipient.
The Recipient acknowledges and agrees that: - Data entered into the Beta Services is intended to be used for testing and evaluation purposes. - Use of the Beta Services may result in unexpected behavior or data loss. - The Recipient is responsible for ensuring that no sensitive or proprietary data is inputted unless explicitly permitted by their organization.
The Company will take reasonable measures to protect data during the Beta period and will handle user data in compliance with applicable data privacy laws, as detailed in the Company’s Privacy Policy. However, the Company disclaims liability for any loss, corruption, or misuse of data entered during testing.
The Recipient acknowledges that: - The Beta Services are in a pre-release stage and may be incomplete or contain errors. - The Company reserves the right to modify, suspend, or terminate the Beta Services at any time without notice.
"Confidential Information" includes the Beta Services, related documentation, and any other non-public information provided by the Company.
The Recipient agrees to: - Maintain the confidentiality of all information related to the Beta Services. - Use the Confidential Information primarily for testing and evaluation purposes. - Not disclose any Confidential Information to third parties without prior written consent from the Company.
Upon termination or at the Company’s request, the Recipient agrees to return or securely destroy all Confidential Information, including copies, within a reasonable timeframe.
The Recipient agrees to provide Feedback, including suggestions for improvements. The Company retains all rights to use this Feedback for any purpose without compensation.
All rights, title, and interest in and to the Beta Services, including all intellectual property rights, are and will remain exclusively with the Company. The Recipient may not: - Copy, modify, distribute, sell, or lease any part of the Beta Services, including the software. - Reverse engineer, disassemble, decompile, or otherwise attempt to access the source code of the Beta Services. - Use the Beta Services to develop competing products. - Create derivative works based on the Beta Services.
The Company name, logo, and any related trademarks, service marks, or trade dress are owned by the Company. The Recipient may not use these marks without prior written permission.
Participation in the Beta program does not grant the Recipient any ownership or intellectual property rights in the Beta Services or any related materials.
The Beta Services are provided "as is" and "as available" without any warranties, express or implied. The Company disclaims all warranties, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
The Beta Services are designed to support evaluation and testing purposes; however, they may not be accurate, reliable, or free of defects. The Company makes no guarantees about the accuracy or completeness of any information provided by the Beta Services. All outputs, insights, or analyses should be viewed as experimental and subject to independent validation.
The Recipient acknowledges that reliance on the Beta Services is at their own risk, and the Company will not be responsible for any decisions, losses, or damages resulting from the use of the Beta Services.
To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or use, arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.
Commercial real estate markets and technology-based tools, including the Beta Services, are inherently complex and influenced by factors beyond the Company's control. Consequently, the Company disclaims liability for issues such as market fluctuations, regulatory changes, or unforeseen external events impacting the Beta Services.
In no event shall the Company’s aggregate cumulative liability under this Agreement exceed $50.00 or the amount actually paid by the Recipient to the Company under this Agreement (if any), whichever is greater. This limitation applies to all claims, regardless of form or cause of action.
The Recipient agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, licensors, and suppliers from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of: - The Recipient's use of and access to the Beta Services. - Any breach of this Agreement by the Recipient. - Any data or content submitted by the Recipient during the Beta phase. - The Recipient's violation of any third-party right, including intellectual property, privacy, or publicity rights. - Any claim that the Recipient's use of the Beta Services caused harm (financial or otherwise) to a third party.
The Recipient’s indemnification obligations shall not apply to claims arising solely from the Company’s gross negligence or willful misconduct.
Any disputes arising out of or related to this agreement shall be governed by the Company’s Terms of Service. By using the Beta Services, you agree to abide by the dispute resolution process outlined therein.
The Company reserves the right to terminate the Recipient's access to the Beta Services at its discretion, with reasonable notice when possible. Upon termination, the Recipient must discontinue all use of the Beta Services. Sections 5, 6, 7, 8, 9, 10, and 11 will remain in effect after termination.
These Terms and your use of the Beta Services will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Any dispute arising under or relating to these Terms or the use of the Beta Services will be exclusively resolved in the federal and state courts located in Delaware.
Use of the Beta Services is also subject to the Company’s Terms of Use and Privacy Policy. In case of conflict, the terms of this Agreement will govern.
The Recipient is responsible for complying with all applicable third-party agreements or obligations related to their use of the Beta Services. The Company disclaims liability for any resulting issues.
By using the Beta Services, the Recipient acknowledges that they have read and understood this Agreement and agree to be bound by its terms.