SkySilk Beta Terms & Conditions Beta Testing Program

1. INTRODUCTION

Thank you for participating in SkySilk's Beta Testing Program. We greatly appreciate any suggestions, thoughts, or feedback you provide us. This Agreement sets forth the terms and conditions for Beta Testing of SkySilk website(s) and offerings ("Beta Testing Materials") in a User site prior to formal offering release.

By accessing and using SkySilk Beta Testing Materials, you agree to these terms, henceforth, and other applicable policies. Please read the terms below and applicable policies carefully. If you do not agree to the terms and policies, do not use the site or access the services.

2. USER CONDUCT

User agrees to abide by all applicable International, National, Federal, state and local laws, and regulations related to use of SkySilk Beta Testing Materials. User will use SkySilk Beta Testing Materials for lawful purposes only.

Although SkySilk does not monitor content uploaded by Users, if SkySilk is put on notice or you are found to be involved in illegal conduct violating any of the above in relation to using Beta Testing Materials, SkySilk will request you remove such prohibited materials immediately. SkySilk reserves the right to remove prohibited materials along with associated User accounts without warning or notification to the User.

User agrees not to (i) copy, modify, or reverse engineer the Beta Testing Materials hardware or design, make derivative works based upon the Beta Testing Materials, or use the Beta Testing Materials to develop any websites, offerings or services without SkySilk's prior written approval or (ii) sell, license, rent, or transfer the Beta Testing Materials to any third party.

3. USER OBLIGATIONS

Testing:

During the Beta Testing Period, User is expected to provide reasonable feedback about User experiences with our website and offerings. This includes but is not limited to: Beta Testing Materials base, inventory, syslog analysis, availability, software image management and server administration.

During the Beta Testing Period, User will consult with SkySilk regarding the performance of the Beta Testing Materials and SkySilk will evaluate the test data and error reports provided by User. User agrees to run such test suites and other test programs, if any, as provided by SkySilk. User also agrees to use such special and non-standard operating procedures as may be reasonably required by SkySilk to accomplish testing of the Beta Testing Materials.

Access:

During the Beta Testing Period, SkySilk will grant User full and free access to Beta Testing Materials as needed to allow User to perform under this Agreement.

In order to access several features for Beta Testing Materials, User will have to create a SkySilk account. User must submit a valid email address along with other general information, and select a username and password during the registration process. User agrees to provide true, accurate, current, and complete information as prompted by any registration form and to maintain and promptly update your User account information.

If SkySilk has reasonable grounds to believe User information is untrue, inaccurate, not current or incomplete, SkySilk may suspend or terminate your account and refuse to offer you any and all current or future use of Services, the Site, Rewards Points, or Software.

Modifications:

User agrees to promptly implement such modifications and changes that SkySilk may make during the Beta Testing Period as provided by SkySilk. User understands that these modifications and changes may be incompatible with previous modifications and could include substantial changes to the system and its operating procedures. Except as otherwise specified in this Agreement or at the written direction of SkySilk, User shall not alter or modify any Beta Testing ing Materials during the Beta Testing Period without SkySilk's prior written approval

Notice:

Users shall notify SkySilk of any failure, error or other malfunction of any part of the Beta Testing Materials within twenty-four (24) to forty eight (48) hours of such occurrence.

User shall notify SkySilk immediately if User suspects any unauthorized use of their account.

4. ACCEPTABLE USE POLICY

SkySilk reserves the right to refuse to provide the Service at our sole discretion. You expressly understand that the evolving nature of the internet and online commerce makes it necessary for us to reserve the right to make changes to this AUP at any time, and without notice. This AUP may not represent all possible ways in which you or an End User engage in unacceptable behavior. We reserve the right to determine, in our sole and exclusive judgment, what activities are unacceptable. The version of this AUP, availablehere, is the most recent version.

SkySilk in accordance with our Privacy Policy.

* Please review SkySilk's Privacy Policy, which also governs your use of Beta Testing Materials.

Notice:

SkySilk shall notify User of any substantial and material updates to Beta Testing Materials that require User to modify or alter the method(s), if any, User has used to test Beta Testing Materials.

5. OWNERSHIP

User understands SkySilk owns all rights, title and interest in Beta Testing Materials including but not limited to design, documentation, Intellectual Property rights such as all patent rights, design rights, copyrights, trademarks, and trade secrets.

SkySilk hereby reserves, and User hereby agrees, that SkySilk has a security interest in the Beta Testing Materials described in this Agreement. If requested by SkySilk, User will provide financing statements or any other instruments, recordings, or filings deemed necessary by SkySilk to protect and preserve its right, title, and interest in and to the hardware Beta Testing Materials under applicable law.

6. CONFIDENTIALITY

User acknowledges that, in the course of using the Beta Testing Materials and performing duties under this Agreement, User may obtain information which is of a confidential and proprietary nature ("Proprietary Information"). Such Proprietary Information may include, but is not limited to, trade secrets, industry knowledge, invention techniques, processes, programs, schematics, software source documents, data, Customer lists, financial information, and sales and marketing plans or information which User knows or has reason to know is confidential, proprietary or trade secrets of SkySilk.

User shall at all times, during the term of this Agreement and for a period of at least three (3) years after its termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than as expressly authorized by SkySilk under this Agreement, nor shall User disclose any such Proprietary Information to third parties without SkySilks written consent. User further agrees to immediately return to SkySilk all Proprietary Information (including copies thereof) in User's possession, custody, or control upon termination of this Agreement at any time and for any reason.

The obligations of confidentiality shall not apply to information which (i) has entered the public domain except where such entry is the result of Users breach of this Agreement; (ii) prior to disclosure hereunder was already in User's possession; or (iii) subsequent to disclosure hereunder is obtained by User on a non-confidential basis from a third party who has the right to disclose such information to the User.

Neither party shall disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of the other party. Any press release or publication regarding this Agreement is subject to prior review and written approval of the parties.

7. REWARDS POINTS

Users are granted Rewards Points during the Beta Testing Period for participating in the Beta Testing Program. Rewards Points are not redeemable during the Beta Testing Period.

8. TERMINATION

User is free to stop using SkySilk Beta Testing Materials at any time.

User account and participation privileges may be terminated at any time if you fail to comply with any of the terms and conditions or applicable policies of this Agreement or if you fail to provide reasonable feedback in a timely manner. SkySilk also reserves the right to terminate your account or the Beta Testing Program at any time with or without cause.

9. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

Beta Testing Materials made available to User are provided by SkySilk on an "as is" basis, unless otherwise specified in writing. SkySilk makes no representations or warranties express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. SkySilk does not warrant that the Beta Testing Materials or the information, content, or services included or otherwise made available to you through SkySilk, are free from viruses or other harmful components, unless otherwise specified in writing. You expressly agree your use of SkySilk Beta Testing Materials is at your own risk and will not hold SkySilk liable for any damages of any kind including but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified in writing.

Certain State or Country laws do not allow limitations on implied warranties or exclusion or limitation of certain damages. In such States or Countries, these exclusions or limitations may not apply to you.

10. INDEMNIFICATION

User agrees to indemnify and hold SkySilk, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of User Content you submit, post, transmit or make available through Beta Testing Materials, your use of Beta Testing Materials, your connection to Beta Testing Materials, your violation of the Terms, your intentional or negligent violations of any applicable laws or governmental regulation,your contractual relation with a third party, or your violation of any rights including but not limited to intellectual property rights relating to patents, trademarks, trade secrets and/or copyrights.

11. DISPUTE RESOLUTION

Any dispute or claim arising out of or relating to your use of any Beta Testing Materials will be resolved by binding arbitration. However, you may assert claims in small claims court if your claims qualify. The arbitration shall be administered by the American Arbitration Association ("AAA") pursuant to its applicable Rules and Procedures. The arbitrator's award will be final and binding on all parties. Judgment on the arbitrator's award will be enforceable in any court of competent jurisdiction. Arbitration will take place in the County of Los Angeles, California unless otherwise agreed upon by the parties.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

12. GOVERNING LAW

User agrees the laws of the State of California shall govern the terms of this Agreement and your participation in the Beta Testing Program.

13. ACCEPTANCE

If User does not agree to be bound by the terms and conditions of this Agreement, do not continue any further.

By testing our Beta Testing Materials you are representing that: (I) You are 18 years of age or older; (II) You wish to participate in the Beta Testing Program; (III) You have read this entire Beta Terms and Conditions Agreement; (IV) You specifically agree to be bound by all of the above listed terms and conditions.