Read the fine print

THIS SECTION GOVERNS YOUR PARTICIPATION IN ANY CLOSED, EXPERIMENTAL, TRIAL, OR BETA PROGRAM (COLLECTIVELY, “BETA PROGRAM”) AND YOUR ACCESS TO, EVALUATION, AND USE OF EXPERIMENTAL, TRIAL, OR BETA PRODUCTS AND SERVICES MADE AVAILABLE TO YOU BY QAPITAL. 

1. Beta Offering; Support

A Beta Offering includes any software, product, service, feature, functionality, or other technology that is offered by Qapital to you and has been designated by Qapital as part of its Beta Program (each, a “Beta Offering”). Each Beta Offering may be more fully described at the time you are given access to the Beta Offering. Qapital is not obligated to provide any maintenance or technical support for the Beta Offerings. Qapital further reserves the right to modify, abandon, change, alter, or impose any limitations on the use of any Beta Offering at any time, with or without notice, and without any obligation or liability.

2. Eligibility; Participation

Subject to Qapital’s prior approval, you may participate in the Beta Program upon request or by Qapital’s invitation. Qapital has the sole right and discretion to determine eligibility in the Beta Program and the members who are selected into the Beta Program. If you and Qapital agree to your participation in the Beta Program, these Beta Program Terms and Conditions will apply to your use of any Beta Offering as part of the Qapital Service. If you and Qapital do NOT agree to your participation in the Beta Program, the rest of these Beta Program Terms and Conditions will NOT apply to your use of the Qapital Service.

3. Right to Use; License Grant

Qapital grants you a right to access and use, each Beta Offering provided by Qapital to you, provided that Qapital may revoke that access and use at any time in its sole discretion. To the extent that access to or use of a Beta Offering requires or allows for you to download, use, or install software, Qapital grants you a nonexclusive, non-transferable, non-assignable, non-sublicensable, royalty-free license to the software for your internal use solely in connection with your access and use the Beta Offering.

4. Changes to Beta Offering; Suspension, Discontinuance, and Termination of Access and Use

You acknowledge and agree that the form and nature of any Beta Offering and/or the Beta Program may change from time to time without prior notice to you. Notwithstanding any provision set forth in these Beta Program Terms and Conditions, Qapital, in its sole and absolute discretion, with or without notice to you and without any liability to you, may terminate, limit, disconnect, deny access to, discontinue, abandon, modify, or suspend your use of a Beta Offering, participation in the Beta Program, or both, at any time. You also acknowledge that even if you are selected for participation in the Beta Program or to try out a Beta Offering at one point in time, you are not guaranteed participation in the Beta Program or trial of another Beta Offering at another point in time. You acknowledge that any breach by you of these Beta Program Terms and Conditions may result in immediate suspension, disconnection, or termination of your access to the Beta Offering.

Upon any termination of any Beta Offering or your access to any Beta Offering, all rights granted to you to use and access such Beta Offering and/or participate in the Beta Program terminate, and you shall immediately: (i) cease use of such Beta Offering and (ii) return or destroy all of Qapital’s Confidential Information and, if requested in writing by Qapital, provide Qapital with written certification of the same.

5.Acceptable Use; Prohibited Uses

You agree that you shall not: (i) make, use, or offer a Beta Offering for lease, rent, or sale, or reproduce, resell, distribute, lend, or otherwise charge fees to other parties for use of the Beta Offering; (ii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Beta Offerings (e.g., any source code, process, data set or database, management tool, development tool, server or hosting site, etc.); (iii) knowingly or negligently use the Beta Offerings in a way that abuses, interferes with, or disrupts Qapital’s networks; or (iv) use the Beta Offerings in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

You agree not to use any Beta Offerings for the receipt, use, maintenance, disclosure, storage, transmission, or processing of nonpublic personal information, protected health information, or other highly sensitive or protected information, unless Qapital provides its express prior written agreement to the contrary. You understand that Qapital disclaims all liability if you choose to use, access, upload, disclose, or process highly sensitive, confidential, and/or regulated data in connection with a Beta Offering without Qapital's permission or in an appropriate environment, and you do so at your own risk.

6. As-Is; Disclaimer of Warranties

QAPITAL AND ITS CONTRACTED VENDORS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY BETA OFFERING, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE ACCESS TO OR OPERATION OF A BETA OFFERING. TO THE EXTENT QAPITAL CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE THAT THE BETA OFFERING IS BEING PROVIDED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND.

YOU UNDERSTAND AND AGREE THAT ANY BETA OFFERING: (A) IS NOT COMPLETE IN DEVELOPMENT AND HAS NOT BEEN COMMERCIALLY RELEASED BY QAPITAL; (B) MAY NOT BE FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, DESIGN FLAWS, OR OTHER PROBLEMS, INCLUDING PROBLEMS THAT MAY ADVERSELY IMPACT THE OPERATION OF YOUR INFRASTRUCTURE OR SERVICES PROVIDED BY QAPITAL OR ANOTHER PARTY; (C) MAY NOT BE RELIABLE, AS ARTIFICIAL INTELLIGENCE IS NOT HUMAN AND MAY MAKE MISTAKES; (D) MAY NOT HAVE BEEN EVALUATED FOR REGULATORY COMPLIANCE; (E) WHEN USED, MAY RESULT IN UNEXPECTED RESULTS, LOSS OF CONTENT OR DATA, OR OTHER UNPREDICTABLE DAMAGE OR LOSS TO YOU. QAPITAL EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, CONTENT, OR DATA ACCESSED OR USED IN CONNECTION WITH A BETA OFFERING.

7. Confidential Information

You agree to keep confidential all non-public, proprietary, or confidential information that Qapital provides to you in connection with the Beta Program or any Beta Offering. You further agree to disclose Confidential Information (as defined below) that you receive under these Beta Program Terms and Conditions only to those employees, officers, directors, advisors, consultants, investors, and agents (including, without limitation, accountants and attorneys) who have a strict need to know the information being shared and who are bound by legal or contractual obligations to protect the confidentiality and security of the Confidential Information that are at least as restrictive as the obligations set forth in these Beta Program Terms and Conditions. “Confidential Information” includes, without limitation, business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans in any form that are designated as “confidential” or a reasonable person knows or reasonably should understand to be confidential.

Notwithstanding the restrictions in this Section (Confidential Information), you may disclose Confidential Information received under these Beta Program Terms and Conditions to the extent required by law, regulation, or court order, provided that you first (i) notify Qapital, unless providing such notice is prohibited by the applicable legal authority, and (ii) cooperate with Qapital’s reasonable requests to seek a protective order or otherwise prevent or limit the disclosure of the information to third parties.

You shall keep all Confidential Information received under these Beta Program Terms and Conditions in the strictest confidence until such time as, and only to the extent that, such information is (a) already rightfully known to you at the time it is received, free from any obligation to keep such information confidential; (b) or becomes publicly known or available through no wrongful act of you or any third party; (c) rightfully received from a third party without restriction and without breach of these Beta Program Terms and Conditions; or (d) developed by you without the use of any proprietary, non-public information received under these Beta Program Terms and Conditions. You shall each take reasonable steps to maintain the privacy and security of the Confidential Information, using measures that are at least as protective as those taken to protect information of a similar sensitivity that belongs to you, but in no event using less than a reasonable standard of care. In the event of any unauthorized use or disclosure of Confidential Information, you agree to provide notice to Qapital of such unauthorized use or disclosure and cooperate with Qapital to regain control of, and to prevent further unauthorized use or disclosure of, the Confidential Information.

8. Feedback

Each Beta Offering is made available to you for purposes of evaluation and feedback so that Qapital may create improvements for the benefit of you and others, but without any financial compensation, reimbursement, or any incentive of any kind from Qapital, unless indicated otherwise in the specific terms of the Beta Offering. You acknowledge the importance of communication with Qapital while participating in the Beta Program and agree to engage in correspondence with, and provide updates to, Qapital. You shall provide reasonable feedback and other information, as requested. 

9. General Availability of any Beta Offering

Qapital may, in its sole and absolute discretion and at any time, choose to make a Beta Offering generally available to the public and remove the Beta Offering from the Beta Program. Prior to making a Beta Offering generally available, Qapital makes no representation that the Beta Offering will comply with any potentially applicable laws (including regulations) during the Beta Program. You acknowledge that (i) additional laws and regulations may apply to a Beta Offering upon general release, and (ii) you may be required to accept additional contract terms, pay for access to the generally available version of a Beta Offering to enable continued use, or both. You acknowledge that participation is voluntary and for the sole purpose of assisting and benefiting Qapital in the advancement of the Beta Program and Beta Offering. You acknowledge that (a) Qapital has not made any representations, promises, or guarantees that a Beta Offering will ever be announced or made generally available or otherwise available to anyone, (b) Qapital has no express or implied obligation to you to announce or make a Beta Offering generally available or otherwise available to anyone, and (c) Qapital has not made any representations, promises, or guarantees to you regarding the price of any Beta Offering if it is ultimately made generally available.

Any representation made regarding any Beta Offering, including the availability or ultimate release of any feature or functionality does not represent a commitment or legal obligation to make such Beta Offering generally available to you or to deliver any material, code, or functionality regarding the Beta Offering. Any representation regarding the development, release, functionality, availability and timing of any feature or functionality should be treated as tentative and subject to change without notice.