Medconsult, LLC. ("Medconsult") has designed and developed a Ankr Beta Program ("Ankr Beta Program") to, among other things, allow a limited number of people to access test versions of Ankr applications for various electronic devices (the “Experimental Software”), such as the Ankr Web Portal or Ankr for iOS applications, and to provide feedback and comments to Ankr regarding use of such applications. By joining the Ankr Beta Program, you agree to be bound by the terms and conditions set forth below (the "Agreement").
1. Your Feedback By enrolling in the Ankr Beta Program you will have the ability to: (a) download, test, evaluate and analyze the Experimental Software (b) and provide feedback, analysis, suggestions and comments to Ankr (including, but not limited to, bug reports and test results) (collectively, “Feedback”).
By participating in the Ankr Beta Program, you agree that any Feedback you provide will become the property of Medconsult and you agree that Medconsult may use or otherwise exploit all or part of your feedback or any derivative thereof in any manner or media now known without any further remuneration, compensation or credit to you. You represent and warrant that you have right to enter into this Agreement and assign and grant the rights set forth herein, and that any Feedback which is provided by you hereunder is original work made solely by you and does not infringe any third party intellectual property rights.
2. Confidentiality / Confidential Information The Ankr Beta Program is designed to assist Medconsult in researching, analyzing and validating the usability and reliability of certain prospective product features (collectively, the “Purpose”). Medconsult may disclose to you certain information (tangible or intangible) that you agree to treat as Confidential Information as set forth below.
Definition. “Confidential Information” means all information disclosed by Medconsult, including, without limitation, documents, designs, techniques, specifications, product plans, strategic information, existing or prospective business plans, existing or prospective product study or pilot test objectives and/or results, and other information related to the Purpose. Consistent with the foregoing, Medconsult may also disclose Confidential Information related to certain unreleased and experimental product features or plans.
Obligations Regarding Confidential Information. YOU AGREE TO: (A) USE CONFIDENTIAL INFORMATION ONLY FOR THE PURPOSE; (B) NOT DISCLOSE CONFIDENTIAL INFORMATION TO ANY THIRD PARTIES (INCLUDING THE SHARING OF UNRELEASED/EXPERIMENTAL PRODUCT IMAGES); AND (C) USE THE SAME DEGREE OF CARE, BUT NO LESS THAN A REASONABLE DEGREE OF CARE (INCLUDING REASONABLE SECURITY MEASURES), TO PREVENT THE UNAUTHORIZED USE, DISSEMINATION OR PUBLICATION OF CONFIDENTIAL INFORMATION AS YOU WOULD USE TO PROTECT YOUR OWN CONFIDENTIAL INFORMATION OF LIKE NATURE.
Remedies. You agree that any breach of this Agreement by you may result in irreparable harm to Medconsult, for which damages would be an inadequate remedy and therefore, in addition to its rights and remedies otherwise available at law, Medconsult shall be entitled to seek equitable relief, including injunction, in the event of such breach.
3. No Compensation or Employment You acknowledge that you are participating in the Ankr Beta Program on a purely voluntary basis, as a means of assisting, and in consideration of the opportunity to assist Medconsult to use, implement, and understand various facets of the Experimental Software. Medconsult, at its sole discretion, may provide you compensation for your participation and/or Feedback but you acknowledge and agree that Medconsult has no obligation to do so. In the event Medconsult provides you any form of compensation, which such shall not exceed $200 USD, you represent and warrant that you will pay all applicable federal, state and local taxes based on any payments received by you. Medconsult makes no guarantee or representation as to whether or not your Feedback regarding the Experimental Software will be used, and you understand and acknowledge that Medconsult will not compensate you for your participation in the Ankr Beta Program. Furthermore, you acknowledge and agree that nothing in this Agreement or in your voluntary submission of Feedback creates any employment relationship between you and Medconsult.
Medconsult may, in its sole discretion, at any time, terminate or discontinue the Ankr Beta Program, discontinue your participation in the Ankr Beta Program, or remove your Feedback. You acknowledge and agree that all such decisions by Medconsult are final and Medconsult will have no liability with respect to such decisions.
4. Notices Unless otherwise set forth in this Agreement, Medconsult may give general notices to you by posting on any Ankr web site (e.g., ankr.us) and, where possible, by electronic mail to your email address.
5. No Warranty from Medconsult YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE ANKR BETA PROGRAM IS AT YOUR OWN RISK. THE ANKR BETA PROGRAM IS AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. MEDCONSULT EXPRESSLY DISCLAIMS ON ITS OWN BEHALF AND ON BEHALF OF ITS EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, OR CONTRACTORS ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION (i) ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE OPERATION OF THE ANKR BETA PROGRAM, THE AVAILABILITY, ACCURACY OR CONTENT OF ANY INFORMATION, SERVICES, OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH THE ANKR BETA PROGRAM, THE EXPERIMENTAL SOFTWARE, ANKR, AND/OR THE ANKR WEB SITE OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF, AND (ii) THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
6. Limitations of Liability IN NO EVENT SHALL MEDCONSULT, ITS EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, OR CONTRACTORS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, COST OF COVER WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF MEDCONSULT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, MEDCONSULT’S, ITS EMPLOYEES’, AGENTS’, ATTORNEYS’, CONSULTANTS’ OR CONTRACTORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM SHALL BE STRICTLY LIMITED TO $100.00. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. You acknowledge that Medconsult has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
7. Term and Termination Medconsult may, in its sole discretion, at any time, terminate or discontinue the Ankr Beta Program, discontinue your participation in the Ankr Beta Program, or remove your Feedback. You acknowledge and agree that all such decisions by Medconsult are final and Medconsult will have no liability with respect to such decisions.
Unless otherwise terminated as specified under this Agreement, your rights with respect to the Experimental Software will terminate upon the earlier of (a) the initial commercial release by Medconsult of a generally available version of the Experimental Software or (b) automatic expiration of the Beta Software based on the system date. You may terminate this Agreement at any time for any reason or no reason by providing Medconsult a 15-days advance written notice thereof.
Medconsult shall immediately terminate this Agreement and any rights with respect to the Experimental Software without notice in the event of improper disclosure of Medconsult’s Experimental Software as specified under Section 2 (Confidentiality / Confidential Information) above. Upon any expiration or termination of this Agreement, the rights and permissions granted to you under this Agreement shall immediately terminate, and you shall immediately cease using, and will return to Medconsult (or, at Medconsult’s request, destroy), the Experimental Software, Documentation, and all other tangible items in your possession or control that are proprietary to or contain Confidential Information. The rights and obligations of the parties set forth in other Sections shall survive termination or expiration of this Agreement for any reason.