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Nanolithic Digital, LLC
Beta Test Agreement
Last Updated: June 15th 2025
This Beta Tester Agreement (this “Agreement”) is entered into as of the date of acceptance of the digital form by which this agreement is delivered and viewed (the “Effective Date”), by and between Nanolithic Digital, LLC, a Washington limited liability company (“Nanolithic Digital”), and You (“You”). This Beta Tester Agreement governs your access to and use of certain software and related services (the “Beta Services”) offered by Nanolithic Digital solely for testing and evaluation purposes. Further description and related details of the Beta Services may be provided to You at the time You access or engage with the Beta Services. By accessing or using the Beta Services, You agree to be bound by this Agreement and accept all of its terms. If You do not accept all the terms of this Agreement, then You may not use the Beta Services.
1. Terms of Use. You acknowledge and agree that your access and use of the Beta Services will be subject to the terms and conditions of this Agreement.
2. Acknowledgment of Beta Services Limitations. You acknowledge that: (a) the Beta Services have not been made commercially available by Nanolithic Digital; (b) the Beta Services may not operate properly, be in final form or fully functional; (c) the Beta Services may contain errors, design flaws or other problems; (d) it may not be possible to make the Beta Services fully functional; (e) use of the Beta Services may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; and (f) Nanolithic Digital has no obligation to release a commercial version of the Beta Services or otherwise introduce the Beta Services. You assume all risk arising from use of the Beta Services as further stated in this Agreement.
3. License.
3.1. License Grant. Subject to your compliance with the terms and conditions of this Agreement, Nanolithic Digital hereby grants to You a limited, nonexclusive, nontransferable, revocable license, during the Term of this Agreement, to access and use the Beta Services solely for the purposes of testing and evaluation, and not for general production or commercial use.
3.2. Restrictions. You acknowledge that the Beta Services contain trade secrets of Nanolithic Digital and its licensors, and, in order to protect such trade secrets and other interests that Nanolithic Digital and its licensors may have in the Beta Services, You agree not to: (i) reverse engineer, decompile or disassemble the Beta Services or authorize a third party to do any of the foregoing, (ii) modify the Beta Services, (iii) distribute sell, sublicense or otherwise transfer the Beta Services, or (iv) copy the Beta Services, except as strictly necessary to use the Beta Services in accordance with the terms of Section 3.1.
4. Feedback. You agree to (a) test the Beta Services and cooperate with Nanolithic Digital in evaluating the Beta Services, and (b) provide Nanolithic Digital with feedback as reasonably requested from time to time. All feedback, comments, and suggestions for improvements that You provide to Nanolithic Digital hereunder are referred to collectively as “Feedback.” You hereby grant Nanolithic Digital a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that You own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
5. Ownership. As between the parties, Nanolithic Digital is the sole owner of all rights, title and interest in and to the Beta Services, including all intellectual property rights therein. You will not acquire any rights or licenses in the Beta Services or Nanolithic Digital’s Confidential Information, except as expressly provided in Section 3.1 this Agreement.
6. Confidentiality.
6.1. Use. For purposes of this Agreement, “Confidential Information” means the Beta Services and any information or materials disclosed by or on behalf of Nanolithic Digital to You that (a) is marked “confidential” or “proprietary” or with a similar designation at the time of such disclosure, or (b) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary. You agree: (i) to maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; and (iii) not to use any Confidential Information for any purpose except for the purpose of testing and evaluating the Beta Services in accordance with this Agreement.
6.2. Exceptions. The obligations and restrictions in Section 6.1 will not apply to any information or materials that: (a) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by you; (b) were rightfully known by You prior to the disclosure of such information or materials from Nanolithic Digital; (c) are rightfully acquired by You from a third party who has the right to disclose such information or materials without breach of any obligation of confidentiality or restricted use to Nanolithic Digital; or (d) are independently developed by You without access to any Confidential Information.
6.3. Return of Materials. Upon termination of this Agreement, or earlier upon Nanolithic Digital’s request, You will promptly return to Nanolithic Digital, or, at Nanolithic Digital’s option, destroy, all tangible items and embodiments containing or consisting of Confidential Information and all copies thereof. All Confidential Information remains the sole and exclusive property of Nanolithic Digital.
6.4. Equitable Relief. You agree that any breach of this Agreement by You may result in irreparable harm to Nanolithic Digital, for which damages would be an inadequate remedy and therefore, in addition to its rights and remedies otherwise available at law, Nanolithic Digital shall be entitled to seek equitable relief, including injunction, in the event of such breach without the requitement of posting a bond.
7. Termination. Nanolithic Digital reserves the right to modify or terminate the Beta Services, this Agreement, or your use of the Beta Services, or to limit or deny access to the Beta Services, at any time, in its sole discretion, for any reason, with or without notice and without liability to you. You may discontinue your use of the Beta Services at any time. Upon any termination, discontinuation or cancellation of the Beta Services, this Agreement or your access, the following sections of this Agreement will survive: 2, 3.2, 4, 5, 6, 8, 9, and 10.
8. Warranty Disclaimers. YOU ACKNOWLEDGE THAT THE BETA SERVICES ARE BEING PROVIDED “AS IS.” NANOLITHIC DIGITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NANOLITHIC DIGITAL MAKES NO WARRANTY THAT ANY OF THE BETA SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE BETA SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES NANOLITHIC DIGITAL MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BETA SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE BETA SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE BETA SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
9. Limitation on Liability. IN NO EVENT WILL NANOLITHIC DIGITAL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS BETA AGREEMENT OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE BETA SERVICES OR FOR ANY ERROR OR DEFECT IN THE BETA SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT NANOLITHIC DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS BETA AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NANOLITHIC DIGITAL’S LIABILITY HEREUNDER IS LIMITED TO $50.00.
10. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to this Agreement will be the state and federal courts located in Seattle, Washington, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. This Agreement constitutes the entire and exclusive understanding and agreement between Nanolithic Digital and You with respect to its subject matter, and supersedes and replaces any and all prior oral or written understandings or agreements between Nanolithic Digital and You with respect to its subject matter. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise, without Nanolithic Digital’s prior written consent. Any attempt by You to assign or transfer this Agreement, without such consent, will be null and of no effect. Nanolithic Digital may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. Nanolithic Digital’s failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Nanolithic Digital. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
Agreed and accepted as of the Effective Date.
Nanolithic Digital, LLC
Beta Test Agreement
Last Updated: June 15th 2025
This Beta Tester Agreement (this “Agreement”) is entered into as of the date of acceptance of the digital form by which this agreement is delivered and viewed (the “Effective Date”), by and between Nanolithic Digital, LLC, a Washington limited liability company (“Nanolithic Digital”), and You (“You”). This Beta Tester Agreement governs your access to and use of certain software and related services (the “Beta Services”) offered by Nanolithic Digital solely for testing and evaluation purposes. Further description and related details of the Beta Services may be provided to You at the time You access or engage with the Beta Services. By accessing or using the Beta Services, You agree to be bound by this Agreement and accept all of its terms. If You do not accept all the terms of this Agreement, then You may not use the Beta Services.
1. Terms of Use. You acknowledge and agree that your access and use of the Beta Services will be subject to the terms and conditions of this Agreement.
2. Acknowledgment of Beta Services Limitations. You acknowledge that: (a) the Beta Services have not been made commercially available by Nanolithic Digital; (b) the Beta Services may not operate properly, be in final form or fully functional; (c) the Beta Services may contain errors, design flaws or other problems; (d) it may not be possible to make the Beta Services fully functional; (e) use of the Beta Services may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; and (f) Nanolithic Digital has no obligation to release a commercial version of the Beta Services or otherwise introduce the Beta Services. You assume all risk arising from use of the Beta Services as further stated in this Agreement.
3. License.
3.1. License Grant. Subject to your compliance with the terms and conditions of this Agreement, Nanolithic Digital hereby grants to You a limited, nonexclusive, nontransferable, revocable license, during the Term of this Agreement, to access and use the Beta Services solely for the purposes of testing and evaluation, and not for general production or commercial use.
3.2. Restrictions. You acknowledge that the Beta Services contain trade secrets of Nanolithic Digital and its licensors, and, in order to protect such trade secrets and other interests that Nanolithic Digital and its licensors may have in the Beta Services, You agree not to: (i) reverse engineer, decompile or disassemble the Beta Services or authorize a third party to do any of the foregoing, (ii) modify the Beta Services, (iii) distribute sell, sublicense or otherwise transfer the Beta Services, or (iv) copy the Beta Services, except as strictly necessary to use the Beta Services in accordance with the terms of Section 3.1.
4. Feedback. You agree to (a) test the Beta Services and cooperate with Nanolithic Digital in evaluating the Beta Services, and (b) provide Nanolithic Digital with feedback as reasonably requested from time to time. All feedback, comments, and suggestions for improvements that You provide to Nanolithic Digital hereunder are referred to collectively as “Feedback.” You hereby grant Nanolithic Digital a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that You own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
5. Ownership. As between the parties, Nanolithic Digital is the sole owner of all rights, title and interest in and to the Beta Services, including all intellectual property rights therein. You will not acquire any rights or licenses in the Beta Services or Nanolithic Digital’s Confidential Information, except as expressly provided in Section 3.1 this Agreement.
6. Confidentiality.
6.1. Use. For purposes of this Agreement, “Confidential Information” means the Beta Services and any information or materials disclosed by or on behalf of Nanolithic Digital to You that (a) is marked “confidential” or “proprietary” or with a similar designation at the time of such disclosure, or (b) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary. You agree: (i) to maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; and (iii) not to use any Confidential Information for any purpose except for the purpose of testing and evaluating the Beta Services in accordance with this Agreement.
6.2. Exceptions. The obligations and restrictions in Section 6.1 will not apply to any information or materials that: (a) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by you; (b) were rightfully known by You prior to the disclosure of such information or materials from Nanolithic Digital; (c) are rightfully acquired by You from a third party who has the right to disclose such information or materials without breach of any obligation of confidentiality or restricted use to Nanolithic Digital; or (d) are independently developed by You without access to any Confidential Information.
6.3. Return of Materials. Upon termination of this Agreement, or earlier upon Nanolithic Digital’s request, You will promptly return to Nanolithic Digital, or, at Nanolithic Digital’s option, destroy, all tangible items and embodiments containing or consisting of Confidential Information and all copies thereof. All Confidential Information remains the sole and exclusive property of Nanolithic Digital.
6.4. Equitable Relief. You agree that any breach of this Agreement by You may result in irreparable harm to Nanolithic Digital, for which damages would be an inadequate remedy and therefore, in addition to its rights and remedies otherwise available at law, Nanolithic Digital shall be entitled to seek equitable relief, including injunction, in the event of such breach without the requitement of posting a bond.
7. Termination. Nanolithic Digital reserves the right to modify or terminate the Beta Services, this Agreement, or your use of the Beta Services, or to limit or deny access to the Beta Services, at any time, in its sole discretion, for any reason, with or without notice and without liability to you. You may discontinue your use of the Beta Services at any time. Upon any termination, discontinuation or cancellation of the Beta Services, this Agreement or your access, the following sections of this Agreement will survive: 2, 3.2, 4, 5, 6, 8, 9, and 10.
8. Warranty Disclaimers. YOU ACKNOWLEDGE THAT THE BETA SERVICES ARE BEING PROVIDED “AS IS.” NANOLITHIC DIGITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NANOLITHIC DIGITAL MAKES NO WARRANTY THAT ANY OF THE BETA SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE BETA SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES NANOLITHIC DIGITAL MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BETA SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE BETA SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE BETA SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
9. Limitation on Liability. IN NO EVENT WILL NANOLITHIC DIGITAL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS BETA AGREEMENT OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE BETA SERVICES OR FOR ANY ERROR OR DEFECT IN THE BETA SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT NANOLITHIC DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS BETA AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NANOLITHIC DIGITAL’S LIABILITY HEREUNDER IS LIMITED TO $50.00.
10. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to this Agreement will be the state and federal courts located in Seattle, Washington, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. This Agreement constitutes the entire and exclusive understanding and agreement between Nanolithic Digital and You with respect to its subject matter, and supersedes and replaces any and all prior oral or written understandings or agreements between Nanolithic Digital and You with respect to its subject matter. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise, without Nanolithic Digital’s prior written consent. Any attempt by You to assign or transfer this Agreement, without such consent, will be null and of no effect. Nanolithic Digital may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. Nanolithic Digital’s failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Nanolithic Digital. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
Agreed and accepted as of the Effective Date.
Nanolithic Digital, LLC