Beta Participation Agreement

INTEGRAL AD SCIENCE, INC. BETA PARTICIPATION AGREEMENT

  1. Scope of Agreement. This Beta Participation Agreement (“Agreement”) covers all alpha, beta and pre-release programs made available to a program participant (“Participant”) by Integral Ad Science, Inc. (“IAS”), including, without limitation, any products or services specifically identified by IAS as being in “alpha”, “beta” or any similar stage of development (“Beta Program”).  If Participant elects to utilize or enable any Pre-Release Services (defined below), Participant’s use of and access to any such Pre-Release Services shall be subject to the terms of this Agreement.
  2. Participation in the Beta Program.  The purpose of the Beta Program is to make alpha, beta, seed, and other pre-release software, solutions, and related documentation, materials, and information (collectively, the “Pre-Release Services”) available to Participants from time to time for the purpose of providing IAS with feedback on the quality and usability of the Pre-Release Services. Participant understands and agrees that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between Participant and IAS. Participant understands and agrees that Participant’s participation in the Beta Program does not obligate IAS to provide Participant with any Pre-Release Services. IAS reserves the right to modify the terms and conditions of the Beta Program from time to time, and to revoke Participant’s participation in the Beta Program at any time. 
  3. License.  Subject to the terms and conditions set forth herein, during the Evaluation Period (as defined herein) IAS hereby grants to Participant a non-exclusive, non-transferable license to access and use the Pre-Release Services provided in connection with the Beta Program solely for non-production, non-commercial testing and evaluation purposes by Participant and not for general production use (the “Evaluation License”). The Evaluation License shall cease upon the expiration of the Evaluation Period.
  4. Evaluation License Restrictions.  Except as expressly permitted herein, the Evaluation License does not grant Participant the right to use the Pre-Release Services for any other purpose, or to disclose, reproduce, distribute, modify, or create derivative works of the Pre-Release Services.  Participant agrees not to decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of any Pre-Release Services.  Participant will not rent, sell, lease, sublicense, assign, distribute, or otherwise transfer the Pre-Release Services.  
  5. Feedback.  As part of the Beta Program, Participant agrees to report to IAS any flaws, bugs, errors, imperfections, or suggested improvements for the Pre-Release Services (collectively, “Feedback”).  IAS will be free to use any Feedback provided by Participant for any purpose, and IAS retains all rights in and to such Feedback.
  6. Participant Acknowledgements.  Participant acknowledges and agrees that: 

(a) the Pre-Release Services are not an official product of IAS and have not been commercially released for sale by IAS; 

(b) the Pre-Release Services may not operate properly, be in final form or fully functional; 

(c) the Pre-Release Services may contain errors, design flaws or other inaccuracies that could cause failures, corruption or loss of data and/or information; 

(d) IAS is under no obligation to release a commercial version of the Pre-Release Services and should a commercial version be made available, it may have features or functionality that are different from those found in the Pre-Release Services licensed hereunder; 

(e) Participant’s use of the generally available solution resulting from the Beta Program (if any) will require agreement to additional terms and conditions and payment of fees determined by IAS;

(f) IAS has the unilateral right to abandon development of the Pre-Release Services at any time and without any obligation or liability to Participant; and 

(g) IAS is not obligated to provide Participant with any maintenance, technical, or other support for the Pre-Release Services.

  1. Intellectual Property.   IAS owns, and shall continue to own, all intellectual property and other proprietary rights in and to all portions of the Pre-Release Services, including any data and information that (a) is provided by IAS to Participant in connection with Participant’s use of the Pre-Release Services, (b) results from Participant’s use of the Pre-Release Services or is collected by IAS through the provision of the Pre-Release Services to Participant; and/or (c) is derived from any of the foregoing, including, without limitation, all lists or other records containing any such information (collectively, the “IAS Data”).
  2. Confidentiality, Nonuse and Nondisclosure of Confidential Information.  Participant hereby agrees that the Pre-Release Services, IAS Data, and any information concerning or relating thereto, including its nature and existence will be considered and treated as IAS’s confidential information (“Confidential Information”). Participant agrees that any Confidential Information provided to it pursuant to this Agreement shall only be used in connection with its participation in the Beta Program and for no other purpose. Participant agrees not to disclose, publish, or otherwise disseminate or disclose any Confidential Information to any third party. Participant agrees to use the same degree of care to prevent any unauthorized use, disclosure, publication, dissemination or disclosure of Confidential Information as Participant would use to protect its own confidential information. Participant hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to IAS that may be difficult to ascertain. Accordingly, Participant agrees that IAS will have the right to seek immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.  All Confidential Information remains the sole property of IAS.
  3. No Warranty.  Participant expressly acknowledges and agrees that, to the extent permitted by applicable law, participation in the Beta Program and all use of the Pre-Release Services is at its sole risk. IAS IS PROVIDING THE PRE-RELEASE SERVICES TO PARTICIPANT SOLELY ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. 
  4. Limitation of LiabilityIN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS, COSTS OF COVER, OR COSTS OF MEDIA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE PRE-RELEASE SERVICES OR IAS DATA, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT WILL IAS’S TOTAL LIABILITY TO PARTICIPANT FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY DOLLARS (USD$50.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  
  5. Evaluation Fee.  There are no Evaluation Fees for Participant’s use of the Pre-Release Services.  Unless expressly agreed by IAS in writing, Participant is responsible for all of its own costs and expenses associated with its participation in the Beta Program. 
  6. Evaluation Period.  Participant shall have access to the Pre-Release Services commencing on the date the Beta Program is launched (“Launch Date”) and continuing for the period of time communicated to Participant by IAS (“Evaluation Period”). The Evaluation Period may be extended by IAS upon written notice to Participant.
  7. Termination

(a) Termination for Convenience.  Either party may terminate this Agreement at any time, for any reason, immediately upon written notice to the other party.

(b) Removal of IAS Materials.  Promptly upon expiration or termination of this Agreement for any reason, Participant shall immediately cease using the Pre-Release Services and shall take all commercially reasonable actions to either remove, return or destroy (as requested by IAS) any documentation, advertising tags, pixels, code or similar technology, and all other tangible items that contain Confidential Information or were provided by IAS to Participant in connection with the Beta Program. 

(c) Survival of Terms.  All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, confidentiality, intellectual property ownership provisions, warranty disclaimers, and limitations of liability.  

  1. Data Protection.  In performing the Pre-Release Services hereunder, IAS may process Personal Data relating to digital advertisements served by Participant. This processing of Personal Data shall be governed by the Data Protection Terms set out at integralads.com/data-protection which shall be incorporated into this Agreement and form an integral part of the Agreement.
  2. Miscellaneous.  

(a) Export Controls, Sanctions, and Anti-Corruption Laws.  Participant shall not export, re-export, transfer, or use the Pre-Release Services in violation of (i) the Export Administration Regulations or any other applicable export controls, (ii) applicable economic sanctions laws, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively, “Sanctions”), or (iii) the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable laws related to the prevention of corruption or bribery.  Participant shall ensure that Pre-Release Services are not provided to or used or accessed by (i) any person who is subject to Sanctions, including those on OFAC’s Specially Designated Nationals and Blocked Persons List, or (ii) persons resident, located, or organized in any country subject to comprehensive Sanctions (currently Cuba, Iran, North Korea, Syria, Venezuela, or the Crimea region of Ukraine).  IAS shall have the right to immediately terminate Participant’s participation in the Beta Program without notice should a breach of the foregoing terms occur.

(b) This Agreement, including any supplemental materials, guides, or instructions provided to Participant, is the entire agreement between Participant and IAS with respect to the Beta Program and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Participant and IAS with respect to the Beta Program.    

(c) If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. No failure of IAS to enforce any of its rights under this Agreement will act as a waiver of such rights. 

(d) This Agreement is personal to Participant, and is not assignable, transferable or sublicensable by Participant except with IAS’s prior written consent. IAS may assign, transfer or delegate any of its rights and obligations hereunder without consent. 

(e) No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. 

(f) In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. This Agreement shall be governed by the laws of the State of New York without regard to its conflicts of law provisions and each party consents to exclusive jurisdiction and venue in the courts located in New York County, New York.

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