This Testing Agreement (“Agreement”) is between ChannelDock B.V. with offices at De Cuserstraat 91, Amsterdam, 1081 CN (“ChannelDock”), and either (i) the entity electronically accepting this Agreement; or (ii) the entity on behalf of which the Testing Features are enabled, as applicable and in either case, “Customer”. This Agreement is effective as of the earlier date on which (i) Customer clicks to accept this Agreement within the ChannelDock software; or (ii) an individual acting on behalf of Customer opts to enable the Testing Features (“Effective Date”). The parties agree to the following terms and conditions related to Customer’s use of the applicable Testing Feature.
An individual opting to enable the Testing Features subject to this Agreement represents that they have the authority to bind Customer to the terms of this Agreement. If the individual does not have such authority, they must not opt to enable the Testing Features subject to this Agreement or otherwise disable such Testing Features.
1.1. “Testing Feature(s)” are experimental, alpha, or beta features that are not ready for production use. Testing Features are provided without, or with limited, support under commercially reasonable efforts, as determined in ChannelDock’s discretion, as further described here. The applicable Testing Feature may be listed as “experimental”, “alpha”, or “beta”.
1.2. “AI Assisted” means the use of, or development of work product with the assistance of, artificial intelligence (including machine learning).
1.3. “Generally Available Features” are features that are ready for production use at any scale, are fully documented and supported, and have passed the Production Readiness Review.
1.4. “Personal Data” means all information defined in the definition of “personal data” under The General Data Protection Regulation (EU) 2016/679.
1.5. “Production Readiness Review” is a process that helps identify the reliability needs of a service, feature, or significant change to infrastructure for ChannelDock.com.
1.6. “Testing Period” is the period of time Customer has access to the Testing Feature for testing, evaluation, and feedback as determined at ChannelDock's discretion.
2. LICENSE, SCOPE, AND USE OF THE TESTING FEATURES
2.1. Subject to the terms of this Agreement, ChannelDock grants Customer a non-exclusive, non-transferable license to use the applicable Testing Feature(s) for internal use. Testing Features constitutes Free Software (as defined in the ChannelDock Subscription Agreement (“CDSA”) available at ChannelDock Subscription Agreement and incorporated herein), subject to the applicable provisions of the CDSA (including CDSA §§ 5, 7, 10.2, 14.2). Capitalised terms not defined herein will have the meaning in the CDSA.
2.2. Customer acknowledges that the applicable Testing Feature (i) has not been made commercially available, (ii) may be unstable and could cause performance and stability issues, (iii) may not operate properly, and (iv) may contain errors, design flaws or other problems. ChannelDock is under no obligation to release a Testing Feature as a Generally Available Feature.
2.4. ChannelDock may update, change, or discontinue Testing Features at any time in its sole discretion.
3.1. During the Testing Period, Customer may provide ChannelDock with feedback, including reports of failures, errors, or other malfunctions in the Testing Feature, and suggestions for improvements or changes. Feedback is provided on a non-confidential basis, and ChannelDock is free to use any information, ideas, concepts, know-how, techniques, or inventions that Customer provides to ChannelDock, for any purpose, including the development and marketing of products and services.
4.1. ChannelDock may terminate this Agreement or Customer's access to a Testing Feature at any time, with or without cause, and without any liability to Customer.
4.2. Upon termination of this Agreement or Customer's access to a Testing Feature, all rights granted to Customer under this Agreement will cease.
5. DISCLAIMER OF WARRANTIES
5.1. TESTING FEATURES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CHANNELDOCK MAKES NO WARRANTY THAT THE TESTING FEATURES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
6.1. ChannelDock shall not be liable whatsoever, to the fullest extent permitted by applicable law, for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses. These damages may arise from (A) the customer's access to or use of, or inability to access or use, the testing features; (B) any conduct or content of any third party, including, but not limited to, any defamatory, offensive, or illegal conduct of other users or third parties; or (C) any unauthorized access, use, or alteration of the customer's transmissions or content. Under no circumstances shall ChannelDock have any liability in any form for all claims related to the testing features.
7. GOVERNING LAW
7.1. This Agreement will be governed by and construed in accordance with the laws of the Netherlands, without regard to or application of conflict of laws rules or principles. Any dispute or difference arising out of or in connection with this Testing Agreement shall be the exclusive jurisdiction of the Dutch courts.
8. ENTIRE AGREEMENT
8.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the parties.