Beta Program Agreement
Effective Date: The date Participant accepts this Agreement
This Beta Program Agreement (“Agreement”) is between Demandbase, Inc. (“Demandbase”) and the entity on whose behalf you are accepting these terms (“Participant”). By accepting this Agreement, you represent that you have the authority to bind Participant to these terms. This Agreement governs Participant’s access to and use of the Beta Product described below.
1. Beta Product and Access
1.1. Beta Product
Demandbase will provide Participant with access to Project Mojo (the “Beta Product”), a pre-release AI-powered product currently under development. The Beta Product is not generally available and may include features that Demandbase may never release commercially.
1.2. Access Period
The access period begins on the Effective Date and continues until the earlier of: (a) the date specified by Demandbase, (b) commercial release of the Beta Product, (c) termination by either party, or (d) 90 days from the Effective Date (“Access Period”).
1.3. Users
Only Participant’s employees and contractors (“Users”) may access the Beta Product. Participant is responsible for its Users’ compliance with this Agreement.
2. License and Restrictions
2.1. Limited License
Demandbase grants Participant a limited, non-exclusive, non-transferable, revocable license to access and use the Beta Product solely for Participant’s internal evaluation purposes during the Access Period.
2.2. Restrictions
Participant will not (and will not permit anyone else to): (a) use the Beta Product in production environments or for commercial purposes, (b) provide access to the Beta Product to any third party, (c) use the Beta Product to develop a competing product or service, (d) reverse engineer, decompile, or attempt to derive the source code, algorithms, or models underlying the Beta Product, (e) use automated means to extract data, outputs, or model weights from the Beta Product, (f) remove or alter any proprietary notices, (g) benchmark or publish performance information about the Beta Product, or (h) use the Beta Product in any manner that violates applicable laws.
2.3. AI-Specific Restrictions
Participant will not use the Beta Product: (a) to generate content that is unlawful, harmful, deceptive, or infringes third-party rights, (b) to make automated decisions with legal or similarly significant effects on individuals without appropriate human oversight, (c) in any high-risk application where failure could result in death, personal injury, or significant property damage, or (d) in violation of any applicable AI laws or regulations.
3. Feedback and Participation
3.1. Feedback Requirement
As a condition of participation, Participant agrees to: (a) designate at least one User as a primary point of contact, (b) actively use the Beta Product during the Access Period, (c) participate in feedback sessions, surveys, or calls as reasonably requested by Demandbase, and (d) promptly report bugs, errors, and other issues. Demandbase may terminate this Agreement if Participant fails to meet these participation requirements.
3.2. Feedback License
Participant grants Demandbase a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate any feedback, suggestions, ideas, or improvements provided by Participant (“Feedback”) into Demandbase’s products and services without restriction or obligation to Participant.
4. Data Use and AI Training
4.1. Participant Data
“Participant Data” means any data, content, or materials that Participant or its Users submit to or generate using the Beta Product, including inputs, prompts, configurations, and outputs.
4.2. License to Participant Data
Participant grants Demandbase a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, create derivative works of, and otherwise process Participant Data to: (a) provide and operate the Beta Product, (b) improve, enhance, and develop Demandbase’s products and services, (c) train, fine-tune, and evaluate machine learning models and AI systems, and (d) generate aggregated, anonymized insights and benchmarks. This license survives expiration or termination of this Agreement.
4.3. Anonymization
Demandbase will not publicly identify Participant as the source of any Participant Data used for the purposes in Section 4.2(c) or (d) unless Participant provides separate written consent.
4.4. Data Responsibility
Participant is solely responsible for ensuring it has all rights, consents, and permissions necessary to provide Participant Data to Demandbase and grant the licenses in this Agreement. Participant will not submit any data that: (a) Participant does not have the right to share, (b) contains personal information of individuals who have not consented to such use, (c) is subject to legal or contractual restrictions that would prohibit Demandbase’s use as contemplated herein, or (d) constitutes protected health information, payment card data, or data subject to specific regulatory protections.
4.5. Data Protection
Each party agrees to comply with the DPA. “DPA” means the Data Protection Addendum between the parties, available at https://www.demandbase.com/data-processing-agreement/.
5. Confidentiality
5.1. Confidential Information
The Beta Product, its features, functionality, performance, and any non-public information about Demandbase’s roadmap or plans are Demandbase’s confidential information. Participant will not disclose any such information to third parties without Demandbase’s prior written consent.
5.2. Publicity
Participant will not publicly disclose its participation in the beta program or make any public statements about the Beta Product without Demandbase’s prior written consent.
6. Disclaimers
6.1. AS IS
THE BETA PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE.” DEMANDBASE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.
6.2. AI Disclaimers
Participant acknowledges that: (a) the Beta Product may produce inaccurate, incomplete, or inappropriate outputs, (b) outputs should not be relied upon without independent verification, (c) the Beta Product is not a substitute for professional judgment, (d) the Beta Product’s features, functionality, and performance may change materially or be discontinued at any time, and (e) the Beta Product may be unavailable, interrupted, or experience errors.
6.3. No Support or SLA
Demandbase has no obligation to provide support, maintenance, updates, or any service level commitments for the Beta Product. Any support provided is at Demandbase’s sole discretion.
7. Limitation of Liability
7.1. Liability Cap
DEMANDBASE’S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
7.2. Consequential Damages Waiver
IN NO EVENT WILL DEMANDBASE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3. Essential Purpose
THE LIMITATIONS IN THIS SECTION 7 APPLY REGARDLESS OF THE FORM OF ACTION AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8. No Indemnification
Demandbase has no obligation to indemnify, defend, or hold harmless Participant in connection with the Beta Product or this Agreement.
9. Term and Termination
9.1. Term
This Agreement is effective as of the Effective Date and continues until expiration of the Access Period or earlier termination.
9.2. Termination for Convenience
Either party may terminate this Agreement at any time, for any reason, upon written notice to the other party (email sufficient).
9.3. Effect of Termination
Upon termination or expiration: (a) Participant’s access to the Beta Product will cease immediately, (b) Participant will delete any Beta Product materials in its possession, and (c) the following sections survive: 3.2 (Feedback License), 4 (Data Use and AI Training), 5 (Confidentiality), 6 (Disclaimers), 7 (Limitation of Liability), 8 (No Indemnification), and 10 (General Terms).
10. General Terms
10.1. Ownership
Demandbase retains all right, title, and interest in the Beta Product, including all intellectual property rights. Except for the limited license granted herein, no rights are granted to Participant.
10.2. Relationship to MSA
If Participant is party to an existing Master Subscription Agreement with Demandbase (the “MSA”), this Agreement governs Participant’s use of the Beta Product and controls over any conflicting terms in the MSA with respect to the Beta Product. The MSA otherwise remains in full force and effect.
10.3. Assignment
Participant may not assign this Agreement without Demandbase’s prior written consent.
10.4. Governing Law
This Agreement is governed by the laws of the State of California without regard to conflict of laws principles. The exclusive venue for any disputes is the state and federal courts located in San Francisco, California.
10.5. Entire Agreement
This Agreement is the entire agreement between the parties regarding its subject matter and supersedes any prior discussions or agreements. Demandbase may modify this Agreement at any time by posting a revised version on its website or providing notice to Participant. Continued use of the Beta Product after such modification constitutes acceptance of the updated terms.
10.6. Notices
Notices to Participant under this Agreement will be sent to the email address on file. Notices to Demandbase must be sent to legal@demandbase.com.