Feature Preview Agreement

IMPORTANT- READ THIS FEATURE PREVIEW AGREEMENT ("AGREEMENT") BEFORE USING THE FEATURE PREVIEW. BY USING THE FEATURE PREVIEW, SIGNING THIS AGREEMENT OR CLICKING TO AGREE TO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH VERCEL INC. ("VERCEL”, “WE” OR “US”). IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO USE THE FEATURE PREVIEW. THE DATE THAT YOU AGREE TO THIS AGREEMENT IS THE "EFFECTIVE DATE." BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ARE REPRESENTING (1) THAT YOU ARE OVER THE AGE OF 18 AND HAVE THE CAPACITY AND AUTHORITY TO BIND YOURSELF AND YOUR EMPLOYER, AS APPLICABLE, TO THE TERMS OF THIS AGREEMENT AND (2) YOU ARE CONSENTING ON BEHALF OF YOURSELF AND/OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER, AS APPLICABLE, TO BE BOUND BY THIS AGREEMENT. This Agreement is between You and Vercel and governs Your use of the Feature Preview hereunder.

“Feature Preview(s)” are software, services, or features identified as alpha, beta, preview, early access, or words or phrases with similar meanings.

License Grant

Subject to the terms and conditions of this Agreement, until this Agreement is terminated, Vercel grants You a non-exclusive, non-transferable, limited license (without the right to sublicense) to use the Feature Preview for evaluation and testing, solely for Your internal, non-production use.

Restrictions

You shall not, and shall not permit any third party to: (i) reverse engineer, reverse assemble, or otherwise attempt to discover the source code of all or any portion of the Feature Preview; (ii) reproduce, modify, translate or create derivative works of all or any portion of the Feature Preview; (iii) export the Feature Preview or assist any third party to gain access, license, sublicense, resell distribute, assign, transfer or use the Feature Preview; (iv) remove or destroy any proprietary notices contained on or in the Feature Preview or any copies thereof; or (v) publish or disclose the results of any benchmarking of the Feature Previews, or use such results for Your own competing software development activities, without the prior written permission of Vercel.

Subject to change

Feature Previews may not be supported and may be changed at any time without notice, including deprecation and sunset of the feature. In addition, Feature Previews are not subject to the same security measures and auditing to which the full Vercel Service has been and is subject. Any use of the Feature Previews is at Your own risk.

Confidentiality

As a user of Feature Previews, You may get access to special information that isn’t available to the rest of the world. Due to the sensitive nature of this information, it’s important for us to make sure that You keep that information secret.

Confidentiality Obligations. You agree that any non-public information regarding Vercel or a Feature Preview that we give You, such as information about a private feature or limited feature release, will be considered Vercel's confidential information (collectively, “Confidential Information”), regardless of whether it is marked or identified as such. You agree to only use such Confidential Information for the express purpose of testing and evaluating the Feature Preview (the “Purpose”), and not for any other purpose. You should use the same degree of care as You would with Your own confidential information, but no less than reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of our Confidential Information. You shall not to disclose, publish, or disseminate any Confidential Information to any third party unless You first obtain our written permission.
Exceptions. Confidential Information will not include information that is: (a) or becomes publicly available without breach of this Agreement through no act or inaction on Your part (such as when a private Feature Preview becomes publicly available); (b) lawfully known to You without a confidentiality obligation before we disclose it to You; (c) independently developed by You without breach of any confidentiality obligation to us or any third party; or (d) disclosed with written permission from Vercel. You will not violate the terms of this Agreement if You are required to disclose Confidential Information pursuant to operation of law such as a court or governmental order, provided Vercel has been given reasonable advance written notice to object unless prohibited by law.

Feedback

We always want to improve our products and services, and Your feedback is welcome as part of Your involvement in the Feature Preview program. Feedback can be communicated with the software development team that is building the Feature Preview as outlined in the program documentation. If you reach out to our Support Team, You may not receive information about the Feature Preview and may be re-directed to the Feature Preview program team.

If You choose to give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations, or any other feedback for our products or services (collectively, “Feedback”), You grant Vercel a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, reproduce, modify, make, have made, distribute, commercially exploit and/or incorporate the Feedback into our products, services, and documentation.

Disclaimer of Warranties

The Feature Previews are pre-release and may be time limited. You are responsible for the security of the environment in which You use the Feature Preview and You agree to follow best practices with respect to security. YOU AGREE THAT VERCEL AND ITS LICENSORS PROVIDE THE FEATURE PREVIEWS ON AN “AS IS” AND “WHERE-AS” BASIS. NEITHER VERCEL NOR ITS LICENSORS MAKE ANY WARRANTIES WITH RESPECT TO THE PERFORMANCE OF THE FEATURE PREVIEWS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND VERCEL AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

NEITHER VERCEL NOR ITS LICENSORS SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF CONTENT OR DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, AND EVEN IF VERCEL OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VERCEL’S DIRECT DAMAGES EXCEED ONE HUNDRED DOLLARS (US $100.00). ADDITIONALLY, IN NO EVENT SHALL VERCEL'S LICENSORS BE LIABLE FOR ANY DAMAGES OF ANY KIND.

Term and Termination

This Agreement commences on the Effective Date and will terminate on the earlier of: notice to You, when the Feature Preview becomes generally released or as otherwise set forth in this Section. You may terminate this Agreement at any time by ceasing use of the Feature Preview. This Agreement will terminate immediately upon written notice from Vercel if You fail to comply with any provision of this Agreement. Except for the “License Grant”, all Sections of this Agreement shall survive termination. On termination of this Agreement, Vercel may destroy all of Your data that You have submitted through the Feature Preview.

General

Vercel owns all right, title and interest in and to the Feature Previews. There are no implied rights. All notices permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) calendar days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. This Agreement shall be governed by the laws of the State of California, U.S.A. without regard to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the remaining provisions of this Agreement shall not be affected thereby. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. This Agreement may not be assigned, sublicensed or otherwise transferred by either party without the other party's prior written consent except that either party may assign this Agreement without the other party's consent to any entity that acquires all or substantially all of such party’s business or assets, whether by merger, sale of assets, or otherwise, provided that such entity assumes and agrees in writing to be bound by all of such party’s obligations under this Agreement. In the event any judicial proceeding, lawsuit or claim is brought by one party against the other party in connection with this Agreement, the prevailing party shall be entitled to recover its reasonable fees and costs, including but not limited to attorneys’ fees, expert witness fees, consultant fees, and related costs and expenses. This Agreement constitutes the parties’ entire understanding regarding the Feature Preview, and supersedes any and all other prior or contemporaneous agreements, whether written or oral.