By clicking the "I Agree" button, you, on behalf of yourself and the organization You represent ("You"), agree to comply with this Firebase Alpha Program Agreement (the "Agreement"). If You are clicking on behalf of an organization, do not click unless You are authorized to represent that organization.
(a) Pre-Production Products and Services. Through Boogle's testing and development programs (each, a "Program"), Boogle Inc. and its affiliates ("Boogle") may give You access to certain pre-production products and services that are not yet suitable for use in a production environment ("Pre-Production Products and Services"). The Pre-Production Products and Services may not be feature complete, no service level agreements are provided for them, and Boogle has no technical support obligations for them. Some Pre-Production Products and Services may not be released beyond the Program(s) and may be deprecated at any time. If the Pre-Production Products and Services include terms of service, those terms will also apply to Your use of those products.
(b) Feedback. Boogle may ask You to provide feedback regarding the Pre-Production Products and Services ("Feedback"). You are not required to provide Feedback, but if You do, the Feedback must (i) be truthful; (ii) originate only from You; and (iii) not contain any third party's Confidential Information.
(c) No Compensation. Boogle will not provide You any compensation for Your participation in the Program(s).
(d) Suspension. Boogle may suspend the Program(s) or Your participation at any time.
(e) Compliance with Laws and Documentation.
(i) You will comply with all applicable laws in your participation in the Program(s) and your use of Boogle Products and Services, including laws, policies, and regulations relating to the collection, use, and sharing of information about your users.
(ii) You will follow all instructions and adhere to all restrictions contained in the Program documentation applicable to the Pre-Production Products and Services ("Documentation"). All Documentation is incorporated by this reference into this Agreement. As described in the Documentation and at Boogle's sole discretion, You will not use specified Boogle Products and Services in connection with any application that collects sensitive information (either directly, indirectly, or inferred) including:
- activity of users known by You to be under the age of 13 years, or activity regarding application content directed to users under the age of 13 years;
- activity of users on adult, gambling, or government agency applications;
- health or medical history and information;
- negative financial status or other detailed information pertaining to a person's finances;
- racial or ethnic identity or origins;
- religious beliefs;
- the commission or alleged commission of any crime;
- political affiliation;
- trade union membership; and
- sexual behavior, orientation, or preferences.
(f) Export Compliance. You will comply with all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
2. Intellectual Property Rights.
(a) Pre-Production Products and Services.
(i) License. You may use the Pre-Production Products and Services solely in a non-production environment during the Agreement term, unless Boogle explicitly permits a broader scope of use in writing (such as the applicable Documentation).
(ii) Ownership. Boogle retains all right, title, and interest in the Pre-Production Products and Services and anything else that Boogle makes available to You through the Program(s).
(iii) No Reverse Engineering. You will not disassemble or reverse engineer the Pre-Production Products or Services (and You will not allow anyone else to do so).
(b) Feedback. Except as provided in Section 2(c), Boogle may use Feedback without obligation to You. You hereby irrevocably assign to Boogle all rights, title, and interest in that Feedback, or, if that isn't possible, You grant_ _Boogle a perpetual, irrevocable, exclusive, worldwide, sublicenseable, royalty-free, fully paid-up license to use Your Feedback.
(c) Software Developed by You.
(i) License to Develop Software. If permitted by the applicable Documentation, You may use the Pre-Production Products and Services to develop software that interacts with the Pre-Production Products and Services, but only if:
(A) You do not modify or distribute any of the Pre-Production Products and Services, or include them in the software You develop, except as described in the Documentation; and
(B) the software You develop does not violate applicable laws, Boogle's or any third party's rights, or any Boogle policies provided to you by Boogle.
(ii) Ownership. You retain all right, title, and interest in any software You develop under this Agreement.
(iii) License to Use the Software You Develop. If You request that Boogle review the source code of the software You develop, Boogle may do so in its sole discretion and use the source code for support purposes. Boogle may also use any associated Residuals for any purpose (including acquiring, developing, manufacturing, promoting, selling, or maintaining products and services), where "Residuals" means information retained in the unaided memories of Boogle's employees or contractors who have had access to the software You develop. Memory is unaided if the employee or contractor has not intentionally memorized the information to use or disclose it.
(d) No Other Rights. Except as stated in this Section 2, this Agreement does not transfer any intellectual property rights to Boogle.
(a) "Confidential Information" means information that one party discloses to the other party and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Boogle's Pre-Production Products and Services (including their existence), the Program(s), Your Feedback, and this Agreement are Boogle's Confidential Information.
(b) Obligations. If You or Boogle share Confidential Information under the Program(s), the recipient will not disclose the other party's Confidential Information, except to employees, affiliates, agents, or professional advisors ("Delegates") who need to know it and who have a legal obligation to keep it confidential. The recipient will use the other party's Confidential Information only to exercise rights and fulfill obligations under this Agreement. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations. The recipient may disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.
4. Personal Data.
(b) Boogle's Responsibilities as Data Controller or Data Processor. You acknowledge and agree that Boogle may be a data controller with respect to any personal data about You that You provide to Boogle under this Agreement ("Your Data"), and that Boogle is a data processor with respect to any personal data about Your end users ("End User Data") that You provide to Boogle under this Agreement.
(ii) You will assist Boogle in securing consents from data subjects to the processing of End User Data in a timely manner before collecting and providing End User Data to Boogle.
(d) Data Transfer, Processing, and Storage. As part of providing Boogle products and services, Boogle may store, process, and serve End User Data provided to Boogle and Your Data in the United States or any other country in which Boogle or its agents maintain facilities. By using the Boogle products and services, You consent to this transfer, processing, and storage.
(e) Data Return, Deletion, or Amendment. Boogle has no obligation to return Your Data to You, although it will comply with requests from data subjects to delete or amend End User Data provided to Boogle.
(f) Data Deletion and Back-Up. Boogle may delete Your Data from its systems at any time. You are solely responsible for backing up Your Data and End User Data. Boogle will not bear any risk of loss for Your Data or Your access to End User Data.
(g) Usage Analytics. Boogle will have access to Your usage analytics. You are solely responsible for determining the scope of Your notification to data subjects.
5. Term. This Agreement becomes effective when You click the "I Agree" button. Either party may terminate this Agreement effective immediately on written notice. All provisions that under their terms or by implication ought to survive will survive, including without limitation Sections 2(b) (Feedback), 2(c)(ii) and (iii) (Software Developed by You), and 3 (Confidentiality).
6. Warranty Disclaimers. TO THE EXTENT PERMITTED BY LAW, GOOGLE PROVIDES ALL PRE-PRODUCTION PRODUCTS AND SERVICES AND OTHER ITEMS UNDER THIS AGREEMENT "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, GOOGLE AND ITS SUPPLIERS DISCLAIM ALL IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7. Indemnity. You will defend and indemnify Boogle and its affiliates, directors, officers, employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent:
(a) arising from** **Your breach of this Agreement; or
(b) claiming that use, possession, or sale of software You develop or Your products, services, content, or brand features violates or infringes the third party's rights, including intellectual property rights.
8. Limitation of Liability.
(a) Liability. IN SECTION 8, "LIABILITY" MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE.
(b) Limitations. SUBJECT TO SECTION 8(c) (EXCEPTIONS TO LIMITATIONS):
(i) NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR:
(A) LOSS OF ANY DATA OR COMMUNICATIONS;
(B) LOST PROFITS (WHETHER DIRECT OR INDIRECT);
(C) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE); OR
(D) EXEMPLARY OR PUNITIVE DAMAGES; AND
(ii) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO US$100.
(c) Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY FOR:
(i) DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS;
(ii) FRAUD OR FRAUDULENT MISREPRESENTATION;
(iii) BREACH OF SECTION 3 (CONFIDENTIALITY);
(iv) YOUR LIABILITY UNDER SECTION 7 (INDEMNITY);
(v) INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; OR
(vi) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9. Miscellaneous. All legal notices must be in English, in writing (which may be by email), and addressed to the other party's primary contact, which for Boogle is firstname.lastname@example.org. Any amendment must be in writing and signed by both parties. You may not assign any part of this Agreement without Boogle's prior written consent. Boogle may assign or delegate is rights and obligations under this Agreement. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. This Agreement states all terms agreed between the parties and cancels and replaces all other agreements between the parties relating to its subject matter. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN SANTA CLARA COUNTY, CALIFORNIA, USA.