MATCHCOACH SERVICE TERMS
1. Universal Service Terms (Applicable to All Services)
The Service Terms below govern your use of the Services. Capitalized terms used in these Service Terms but not defined below are defined in the MATCHCOACH Customer Agreement or other agreement with us governing your use of the Services (the “Agreement”). For purposes of these Service Terms, “Your Content” includes any “Company Content” and any “Customer Content,” and “MATCHCOACH Content” includes “MATCHCOACH Properties.”
1.1. You may not transfer outside the Services any software (including related documentation) you obtain from us or third party licensors in connection with the Services without specific authorization to do so.
1.2. You must comply with current technical documentation applicable to the Services (including applicable developer guides) posted on the MATCHCOACH Site.
1.3. You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any materials that you control.
1.4. In connection with your use of the Services, you are responsible for maintaining licenses and adhering to the license terms of any software you run. If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party, or otherwise violates a material term of the Agreement (including the documentation, the Service Terms, or the Acceptable Use Policy) (“Prohibited Content”), we will notify you of the Prohibited Content and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend the Services to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services or in accordance with applicable law or any judicial, regulatory or other governmental order or request. In the event that we remove Your Content without prior notice, we will provide prompt notice to you unless prohibited by law. We terminate the accounts of repeat infringers in appropriate circumstances.
1.5. You will ensure that all information you provide to us via the MATCHCOACH Site (e.g., information provided in connection with your registration for the Services, requests for increased usage limits) is accurate, complete, and not misleading.
1.6. From time to time, we may apply upgrades, patches, bug fixes, or other maintenance to the Services and MATCHCOACH Content (“Maintenance”).
1.7. If your Agreement does not include a provision on MATCHCOACH Confidential Information, and you and MATCHCOACH do not have an effective non-disclosure agreement in place, then you agree that you will not disclose MATCHCOACH Confidential Information (as defined in the MATCHCOACH Customer Agreement), except as required by law.
1.8. You may perform benchmarks or comparative tests or evaluations (each, a “Benchmark”) of the Services. If you perform or disclose, or direct or permit any third party to perform or disclose, any Benchmark of any of the Services, you (i) will include in any disclosure, and will disclose to us, all information necessary to replicate such Benchmark, and (ii) agree that we may perform and disclose the results of Benchmarks of your products or services, irrespective of any restrictions on Benchmarks in the terms governing your products or services.
1.9. Only the applicable MATCHCOACH Contracting Party (as defined in the MATCHCOACH Customer Agreement) will have obligations with respect to each MATCHCOACH account, and no other MATCHCOACH Contracting Party has any obligation with respect to such account. The MATCHCOACH Contracting Party for an account may change as described in the Agreement. Invoices for each account will reflect the MATCHCOACH Contracting Party that is responsible for that account during the applicable billing period.
If, as of the time of a change of the MATCHCOACH Contracting Party responsible for your account, you have made an up-front payment for any Services under such account, then the MATCHCOACH Contracting Party you paid such up-front payment to may remain the MATCHCOACH Contracting Party for the applicable account only with respect to the Services related to such up-front payment.
1.10. When you use a Service, you may be able to use or be required to use one or more other Services (each, an “Associated Service”), and when you use an Associated Service, you are subject to the terms and fees that apply to that Associated Service.
1.11. If you process the personal data of anyone other than yourself or other identifiable individuals in your use of a Service, you are responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such data. You represent to us that you have provided all necessary privacy notices and obtained all necessary consents. You are responsible for processing such data in accordance with applicable law.
2. Betas and Previews
2.1. This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by MATCHCOACH that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “preview”, “pre-release”, or “experimental”, and any related MATCHCOACH Content (each, a “Beta Service”).
2.2. You must comply with all terms related to any Beta Service as posted on the MATCHCOACH Site or otherwise made available to you. MATCHCOACH may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Services at any time.
2.3. You may provide MATCHCOACH with information relating to your access, use, testing, or evaluation of Beta Services, including observations or information regarding the performance, features, and functionality of Beta Services (“Test Observations”). MATCHCOACH will own and may use and evaluate all Test Observations for its own purposes. You will not use any Test Observations except for your internal evaluation purposes of any Beta Service.
2.4. MATCHCOACH may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by MATCHCOACH. Notwithstanding anything to the contrary in the Agreement, after suspension or termination of your access to or use of any Beta Service for any reason, (a) you will not have any further right to access or use the applicable Beta Service, and (b) Your Content used in the applicable Beta Service may be deleted or inaccessible.
2.5. Test Observations, Suggestions concerning a Beta Service, and any other information about or involving (including the existence of) any Beta Service are considered MATCHCOACH Confidential Information.
2.6. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THE SERVICE TERMS, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, MATCHCOACH IS PROVIDING BETA SERVICES TO YOU “AS IS.” MATCHCOACH AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, MATCHCOACH AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. MATCHCOACH’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.