Beta / Preview Terms

These Beta/Preview Terms apply where Luminance Technologies Ltd (“Luminance”) makes a Preview Product available to the Customer. They supplement, and are incorporated by reference into, the agreement between Luminance and the Customer under which the Preview Product is made available — being either the Master Agreement or the Proof of Value Terms (in each case, the applicable “Agreement”). Capitalised terms have the meanings given in the Luminance Glossary and the applicable Agreement, except as defined below.

“Preview Product” means a non-commercially available Product, or non-commercially available functionality within the Product, that Luminance makes available to the Customer for technical preview or beta testing;

“Test Period” means the period specified by Luminance during which the Customer may use a Preview Product.

1. PREVIEW PRODUCTS

1.1 Where Luminance makes a Preview Product available, the Customer may use it for evaluation purposes only, in a non-production test environment, for the Test Period. The Customer’s right to use the Preview Product terminates on expiry of the Test Period.

1.2 The Customer shall use the Preview Product in accordance with any conditions specified in the readme file and/or accompanying documentation, and shall gather and report test data, feedback, comments and suggestions to Luminance on request.

1.3 Luminance makes no warranty that it will release a commercial version of the Preview Product, or that any commercial version will contain the same or similar features.

2. STAGING ENVIRONMENT

2.1 A staging environment may be made available from time to time for previewing a Preview Product. At Luminance’s discretion, this will be either a shared environment or a separate Customer Instance. Staging environments are typically made available at least two weeks prior to a major Product release and may be subject to charges.

3. “AS IS”; NO WARRANTIES

3.1 THE CUSTOMER ACKNOWLEDGES THAT, BY THEIR NATURE, PREVIEW PRODUCTS ARE PROVIDED STRICTLY “AS IS”. TO THE FULLEST EXTENT PERMITTED BY LAW, THE WARRANTIES, SERVICE LEVELS AND SUPPORT COMMITMENTS IN THE APPLICABLE AGREEMENT DO NOT APPLY TO PREVIEW PRODUCTS, AND ALL WARRANTIES AND OTHER TERMS IMPLIED BY LAW ARE EXCLUDED IN RELATION TO PREVIEW PRODUCTS.

4. LIMITATION OF LIABILITY (PREVIEW PRODUCTS)

4.1 This Clause 4 applies in respect of Preview Products in place of, and not in addition to, the limitation and exclusion of liability in the applicable Agreement. The limitation and exclusion of liability in the applicable Agreement does not apply to Preview Products.

4.2 NOTHING IN THESE BETA/PREVIEW TERMS EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

4.3 SUBJECT TO CLAUSE 4.2, AND TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR REPUTATION, ANTICIPATED SAVINGS, OPPORTUNITY, OR LOSS OR CORRUPTION OF DATA, OR ANY INDIRECT OR CONSEQUENTIAL LOSS; AND (B) EACH PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PREVIEW PRODUCTS SHALL NOT EXCEED, IN AGGREGATE, TEN THOUSAND POUNDS (£10,000).

5. RELATIONSHIP WITH THE APPLICABLE AGREEMENT

5.1 Except as expressly set out in these Beta/Preview Terms, the applicable Agreement continues to apply to the Customer’s use of Preview Products, including its provisions on Customer Data, confidentiality, intellectual property and data protection. In the event of any conflict between these Beta/Preview Terms and the applicable Agreement in respect of Preview Products, these Beta/Preview Terms prevail.

6. GENERAL

6.1 These Beta/Preview Terms are governed by, construed in accordance with, and subject to the dispute-resolution provisions of, the applicable Agreement. Rules of construction in the applicable Agreement apply to these terms.

[End of Beta/Preview Terms]