BETA TESTING TERMS & CONDITIONS

Last updated January 24, 2022

Thank you for choosing to be part of our community at Briidge Inc. (“Briidge“, “Company,” “we,” “us,” or “our“). If you have any questions or concerns about these Terms & Conditions, please contact us at info@briidge.co.uk.

In these Terms & Conditions, if we refer to:

  • “App” we are referring to any app of ours references or links to these Terms & Conditions.

  • “Services,” we are referring to our App, and other related services, including any sales, marketing, or events.

  • “You” or “Beta Customer” we mean you or any user of the App.

  1. Scope of Agreement. You are being granted rights under these Terms & Conditions for the purpose of testing and providing input and other Feedback (defined below) to Briidge regarding one or more of Briidge’s proprietary, non-commercially available hosted software applications, application platform interfaces, services, features and/or functionalities, including the App (the “Beta Product(s)”). These Terms & Conditions covers all Beta Products made available to Beta Customer by Briidge, including, without limitation, any Beta Products specifically identified by Briidge as being in “Beta” or any similar stage of development. Briidge retains sole and absolute discretion as to what, if any, Beta Products will be made available to Beta Customer during the Term. While Beta Customer is not required to utilize or enable any Beta Products, if Beta Customer elects to do so, then Beta Customer’s use of and access to any such Beta Products shall be subject to the terms of these Terms & Conditions.

  2. Payment; Fees. Briidge reserves the right to charge fees for use and access to the Beta Products or may provide the Beta Products for no charge. Briidge reserves the right to start charging or revise fee amounts at any time, at its sole discretion, under these Terms & Conditions or after the Beta Products are made widely available and incorporated into a Briidge service.

  3. Limited Use Rights. For the term of these Terms & Conditions, Briidge grants to Beta Customer a limited, non-transferable, non-exclusive, revocable right to access and use the Beta Product(s) to test its functionality and provide Feedback to Briidge. Briidge hosts and retains physical control over the Beta Product(s) and only makes the Beta Product(s) available for access and use by Beta Customer over the internet through a web-browser or mobile device. Nothing in these Terms & Conditions obligates Briidge to deliver or make available any copies of computer programs or code from the Beta Product(s) to Beta Customer, whether in object code or source code form. Briidge reserves the right, in its sole discretion, to revoke access and use of the Beta Products at any time. Further, Briidge reserves the right to enter Beta Customer’s account on the Beta Product(s) as needed to: (i) monitor or measure use of the Beta Product(s); (ii) validate certain features or functionality of the Beta Product(s); and (iii) to provide services or support necessary to maintain the Beta Product(s).

  4. Use Restrictions. Beta Customer may not rent, lease, distribute, or resell the Beta Product(s), or use the Beta Product(s) as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Beta Product(s).

  5. Feedback. Upon reasonable request by Briidge (including for the avoidance of doubt upon receipt of any feedback questionnaire from Briidge), Beta Customer agrees to provide suggestions, enhancement requests, and recommendations (individually and collectively, “Feedback”) regarding the Beta Product(s). Feedback shall include informing Briidge about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Beta Product(s). Briidge may contact Beta Customer and Beta Customer agrees to make available a reasonable amount of time to discuss the Beta Product(s) with Briidge if so requested. Briidge may without restriction or fee use, modify and incorporate this Feedback into the Beta Product(s) and other Briidge products and/or services without any restriction and without any payment.

  6. Intellectual Property. The parties acknowledge that these Terms & Conditions do not transfer any right, title or interest in any intellectual property right to the other. Briidge maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The limited rights granted to Beta Customer to access and use the Beta Product(s) under these Terms & Conditions do not convey any additional rights in the Beta Product(s), or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the Beta Product(s) as expressly provided herein, all rights, title and interest in and to the Beta Product(s) and all hardware, software and other components of or used to provide the Beta Product(s), including all related Intellectual Property Rights, will remain with and belong exclusively to Briidge.

  7. Term of Agreement and Renewal. These Terms & Conditions shall commence upon the Beta Testing Start Date and shall expire on the Beta Testing End Date, each as set forth in the Beta Testing Order Form (the “Initial Term”). Upon expiration, these Terms & Conditions shall automatically renew for subsequent one (1) month periods until terminated by either party (each a “Renewal Term” and, collectively with the Initial Term, the “Term”).

  8. Termination and Expiration. Either party may terminate these Terms & Conditions at any time, for any or no reason, and at either party’s convenience by providing written notice to the other. Upon termination of these Terms & Conditions, Beta Customer’s access to the Beta Product(s) will terminate. The processing of any Beta Customer content, data, or other information that Beta Customer posted or uploaded into Briidge’s system while using the Beta Product(s) shall be governed by the Privacy Policy. If not earlier terminated, Beta Customer’s obligations under these Terms & Conditions shall terminate upon termination of these Terms & Conditions, provided that the foregoing shall not limit Briidge’s rights pursuant to Section 5 as related to any Feedback provided before or after such termination. Sections 2, 5, 6, 11, and 13 to 17, and all obligations thereunder, shall survive any termination of these Terms & Conditions.

  9. Access Rights. Beta Customer will not share Beta Product access rights with any other individual. 

  10. Suspension of Services. Briidge may immediately suspend Beta Customer’s access to and use of the Beta Product(s) if Beta Customer is in breach of Section 9, provided that the suspension will continue only for as long as reasonably necessary for Beta Customer to remedy the breach.

  11. Confidential Information. Beta Customer acknowledges and agrees that participation in the Beta testing under these Terms & Conditions will result in Briidge disclosing certain confidential, proprietary and/or trade secret information related to the Beta Products and/or Briidge (the “Confidential Information”). Such Confidential Information includes, without limitation, the features, functionality and existence of the Beta Product(s), and 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 made available to Beta Customer. Beta Customer agrees that it will not, without the express prior written consent of Briidge, 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 Beta Customer; (b) is rightfully received by Beta Customer 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 Beta Customer without any reliance on any Confidential Information. At the termination of these Terms & Conditions or at any time by request of Briidge, Beta Customer will return all Confidential Information in its possession to Briidge and further agrees that it will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the Beta Product(s) or any Confidential Information.

  12. Third Party Tool Integrations. If applicable, one or more Beta Products may integrate with third party services. Beta Customer hereby consents to the sharing of the information in the Beta Products with these third party services and certifies that it has any and all required consents for doing so.

  13. Disclaimer of Warranties. THE BETA PRODUCT(S) ARE PROVIDED “AS IS”. BRIIDGE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE BETA PRODUCT(S), INCLUDING ANY REPRESENTATION THAT THE SERVICES THEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, BRIIDGE DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE BETA PRODUCT(S). FOR THE AVOIDANCE OF DOUBT, ALL BETA PRODUCT(S) ARE PRELEASE, ARE EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. BETA PRODUCT(S) MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USE OF THE BETA PRODUCT(S) IS ENTIRELY AT BETA CUSTOMER’S OWN RISK. IN NO EVENT SHALL BRIIDGE BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA PRODUCT(S), EVEN IF BRIIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY BETA PRODUCT.

  14. Indemnity. Beta Customer agrees to indemnify and hold Briidge, its officers, directors and employees harmless from any losses (including attorneys’ fees) that result from any third party claims related to Beta Customer’s access, use or misuse of the Beta Product(s), or any act or omission by Beta Customer in violation of these Terms & Conditions.

  15. Dispute Resolution, Governing Law and Venue. The parties will attempt to resolve any dispute related to these Terms & Conditions through good faith, informal negotiation. If initial negotiation does not resolve the dispute, the parties will select a mutually agreed mediator in a mutually agreed location to attempt to resolve the dispute. If mediation fails to resolve the dispute, either party may file an action in a federal court in the Northern District of California only and each party irrevocably submits to the jurisdiction and venue of the applicable courts. The laws of the State of California govern these Terms & Conditions. The prevailing party in any litigation may seek to recover its legal fees and costs. Any breach of confidentiality obligations in these Terms & Conditions, or any unauthorized use of the services or a party’s intellectual property by the other, may cause irreparable harm. In no event may these Terms & Conditions be governed by the United Nations convention on contracts for the international sale of goods.

  16. Compliance with Laws and Legal Advice. Each party must comply with all laws, rule or regulations applicable to such party’s activities in relation to these Terms & Conditions, including export control laws of the United States which are applicable to the App and which may prohibit use of the App in certain sanctioned or embargoed countries. Briidge will not provide Beta Customer with any legal advice regarding compliance with data privacy or other relevant laws, rules or regulations in the jurisdictions in which Beta Customer uses the Beta Product(s) (“Laws”). The parties acknowledge and agree that not all features, functions and capabilities of the Beta Product(s) may be used in all jurisdictions and Beta Customer recognizes that certain features, functions and capabilities may need to be configured differently or not used in certain jurisdictions in order to comply with applicable local Laws, and in certain jurisdictions consents may need to be obtained from individuals submitting data via the Beta Product(s) as to the intended purpose, storage, distribution, access and use of the data submitted (“Local Use Decisions”). Beta Customer is responsible for Local Use Decisions and Briidge disclaims all liability for Local Use Decisions.

  17. Miscellaneous. These Terms & Conditions does not create a partnership, agency relationship, or joint venture between the parties. Any assignment of these Terms & Conditions by Beta Customer in whole or in part without Briidge’s prior written consent will be null and void, except an assignment to a successor that is not a competitor of Briidge’s made in connection with a merger or sale of all or substantially all of Beta Customer’s assets or stock or to an affiliate. If these Terms & Conditions is translated into a language other than English, the translation is for convenience only, and the English language version will prevail. If any provision of these Terms & Conditions is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will not be affected. Failure of Briidge to enforce a right under these Terms & Conditions shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. These Terms & Conditions include the Privacy Policy and any schedules and exhibits attached hereto. Such documents encompass the entire agreement between Beta Customer and Briidge with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral. These Terms & Conditions may only be altered, amended or modified by duly executed written instrument. All notices to be provided by Briidge to Beta Customer under these Terms & Conditions may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by Beta Customer on any form; or (b) electronic mail to the electronic mail address provided for Beta Customer’s Existing Account owner. Beta Customer must give notice to Briidge in writing either by email at info@briidge.co.uk or by Courier or US Mail to the following address: 511 North 14th street, Nashville, TN 37206, United States. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. You may not assign these Terms & Conditions without the prior written consent of Briidge. Subject to the foregoing, these Terms & Conditions shall be binding upon the parties and their respective administrators, successors and assigns.