Dyonic Preview Agreement

- Last updated at March 1, 2021

Time to read: 7 min

This Agreement (the “Agreement”) is between Dyonic and the entity or person agreeing to these terms (“you”).

“Dyonic” means Dyonic Corp with offices at 132-A Veterans Lane, Suite 128, Doylestown, PA 18901-3424, USA.

Your participation in the Preview Program and your use of Preview Products (as such terms are defined below) are subject to and conditioned on your acceptance of this Agreement. By participating in a Preview Program, by using a Preview Product, or by otherwise indicating your acceptance of this Agreement, you are agreeing (i) that you have read and understand the terms of this Agreement, (ii) that, if you are acting (or indicate you are acting) in a representative capacity, you have full authority to legally bind the person or entity on whose behalf you are acting, and (iii) that you, and such person or entity, will be bound by the terms and conditions set out below. DO NOT PARTICIPATE IN A PREVIEW PROGRAM AND DO NOT USE A PREVIEW PRODUCT UNTIL YOU HAVE READ THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PARTICIPATE IN A PREVIEW PROGRAM OR USE A PREVIEW PRODUCT.

This Agreement is effective as of the date you accept this Agreement (the “Effective Date”).

  1. Participation

    1.1 Preview Program. Through this Agreement, Dyonic is inviting you to participate in its preview and development programs to help Dyonic improve its products for you and other Dyonic users (each a “Preview Program”).

    1.2 Preview Products. In each Preview Program, Dyonic may give you access to certain products that are not yet suitable for use in a production environment (each a “Preview Product”).

    1.3 Product-Specific Terms. For certain Preview Products, Dyonic may also notify you in writing of additional Preview Program terms and conditions that will govern your use of the applicable Preview Product. To the extent any of those additional Preview Program terms and conditions conflict with this Agreement’s default terms, the additional Preview Program terms and conditions will govern.

    1.4 Personal Data.
    (A) In connection with the Preview Program, you will not share, store, or receive any Personal Data (except your business contact data submitted to administer this Agreement “Business Contact Information”), unless you and Dyonic have entered into a separate agreement in advance. “Personal Data” has the meaning given to it in the General Data Protection Regulation of the European Parliament and of the Council. Dyonic shall comply with its Privacy Policy and applicable law in its use of Business Contact Information.
    (B) Any data you submit for purposes of using the Preview Products shall be test data only, and you will not upload Personal Data for use in any Preview Product. You assume all risk, including the risk of a security incident, if you use Personal Data in connection with a Preview Product.
    (C) Feedback. In connection with a Preview Program, Dyonic may ask you to provide feedback or you may provide feedback independent of Dyonic’s request (collectively, “Feedback”). If you provide Feedback, it must (i) be truthful; (ii) originate only from you; and (iii) not contain any of you (or a third party’s) Confidential Information.

    1.5 No Compensation. Dyonic will not provide any compensation for your participation in the Preview Program or provision of Feedback.

    1.6 Suspension. Dyonic may suspend a Preview Program or your participation at any time, in its sole discretion.

  2. Intellectual Property Rights. Preview Products are comprised of (i) software that Dyonic owns, (ii) software that Dyonic licenses under a license other than a copyleft open source license (the software modules specified under subsection (i) and (ii) are referred to, collectively, as “Dyonic Modules”), and also may include (iii) software owned by a third party and licensed under a copyleft open source software license (“Third Party Copyleft Software”).

    2.1 License to Third Party Copyleft Software. Your rights and obligations with respect to Third Party Copyleft Software are governed by the copyleft open source software license applicable to such Third Party Copyleft Software, and are not governed by this Agreement.

    2.2 Dyonic Modules.
    (A) License. Subject to the terms of this Agreement (including Section 2.2(C) (Instructions; Policies; Misuse)), Dyonic grants to you, under its intellectual property rights and during the Term, a non-exclusive license to access and use Dyonic Modules solely in a non-production environment and solely for internal use, unless Dyonic explicitly permits a broader scope of use in writing (such as in the applicable Preview Program documentation).
    (B) Form of Dyonic Modules. Dyonic does not give you access to Dyonic Modules in source code form under this Agreement, and you have no right to modify (or attempt to modify) Dyonic Modules in connection with this Agreement.
    (C) Instructions; Policies; Misuse. When you use the Preview Products:
    You must follow any applicable instructions, policies, and other product documentation made available to you by Dyonic.
    You may use the Preview Products only as permitted by law, including applicable export and re-export control laws and regulations.

    You must not misuse the Preview Products. For example, don’t interfere with the Preview Products or try to access them using a method other than the interface and the instructions that Dyonic provides.
    (D) Ownership. As between you and Dyonic, Dyonic retains all right, title, and interest in the Dyonic Modules and anything else that Dyonic makes available to you through the Preview Program (other than Third Party Copyleft Software), including all associated intellectual property rights.
    (E) No Reverse Engineering. You will not disassemble or reverse engineer the Dyonic Modules (and you will not allow anyone else to do so).

    2.3 Transfer of Feedback. You hereby transfer and assign your rights in Feedback (including associated intellectual Property rights) to Dyonic, and Dyonic may use your Feedback without obligation or compensation to you.

  3. Confidentiality.

    3.1 Definition. “Confidential Information” means information that Dyonic (or an affiliate) discloses to you under this Agreement, 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. Dyonic Modules (including their existence), the Preview Program, associated documentation, your Feedback, and this Agreement are Dyonic’s Confidential Information.

    3.2 Obligations. You will not disclose Dyonic 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. You will use Dyonic Confidential Information only to exercise rights and fulfill obligations under this Agreement. You will ensure that your Delegates are also subject to the same non-disclosure and use obligations. You may disclose Confidential Information when required by law after giving reasonable notice to Dyonic, if permitted by law.

    3.3 Disclosure of Test Results. You agree that Dyonic’s Confidential Information includes opinions, evaluations, or other results from your use of the Preview Products (for convenience, “Test Results”), and you agree not to disclose Test Results to a third party.

  4. Fees and Payments. Because Preview Products remain in beta testing, there is no charge for your access to and use of the Preview Products during the Term.

  5. Term and Termination. This Agreement will commence as of the Effective Date and continue for six (6) months thereafter, unless earlier terminated in accordance with this Section (the “Term”). 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 Sections 2.2(D) (Ownership), 2.3 (Transfer of Feedback), 3 (Confidentiality), 6 (Warranty Disclaimers), 7 (Indemnity), 8 (Limitation of Liability), 9(Miscellaneous), and 10 (Governing Law and Jurisdiction).

  6. Warranty Disclaimers. To the maximum extent permitted by law:

    6.1 Dyonic provides all Preview Products and other items under this Agreement “as is” without any representations or warranties of any kind.

    6.2 Dyonic and its suppliers disclaim all implied representations, warranties, conditions and guarantees, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

    6.3 Your exclusive remedy under this Agreement is termination in accordance with Section 5 (Term and Termination).

  7. Indemnity. You will defend and indemnify Dyonic and its affiliates, directors, officers, and employees against any third-party legal or regulatory proceeding to the extent (A) arising from your breach of Section 1.4 (Personal Data); or (B) third party claims that use of your Feedback infringes or violates the third party’s intellectual property or other rights.

  8. Limitation of Liability. Dyonic SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, AND/OR EXPENSE, INCLUDING ANY ECONOMIC LOSS OR LOSS OF PROFIT, DATA, OR GOODWILL INCURRED OR SUSTAINED IN CONNECTION WITH ANY CLAIM UNDER THIS AGREEMENT. YOUR SOLE REMEDY IS TO TERMINATE THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF Dyonic HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

  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 Dyonic is [email protected] Any amendment must be in writing and signed by both parties. You may not assign any part of this Agreement without Dyonic’s prior written consent. Dyonic may assign its rights or delegate its 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. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect. This Agreement may be translated into languages other than English (collectively, “Translations”). Dispute resolution or litigation proceedings arising out of either this Agreement or the Translations shall be conducted in English, and the English version of this Agreement shall control over the Translations.

  10. Governing Law and Jurisdiction. All claims arising out of or relating to this Agreement or any related Dyonic products or services will be governed by Pennsylvania Law without regard to its conflicts of law provisions. Exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in the judicial district that includes Doylestown, Pennsylvania, USA. Both parties consent to the jurisdiction of such courts and the laying of venue in such judicial district with respect to any such action.