Beta Test Terms and Conditions

Last updated: May 13 2022

These Beta Test Terms and Conditions (“Terms”) govern the disclosure of information by Replit, Inc. (“Company”) to you and your use of Company’s beta service offering (“Service”).

  1. Subject to the terms and conditions of this Agreement, Company grants you a nonexclusive, nontransferable license to use the Service for a period designated by the Company for the purpose of testing and evaluating the Service.
  2. You agree that you will at all times hold in strict confidence and not disclose Confidential Information (as defined below) to any third party except as approved in writing by the Company and will use the Confidential Information for no purpose other than evaluating the Service. “Confidential Information” means all non-public materials and information provided or made available by Company to you, including products and services, information regarding technology, know-how, processes, software programs, research, development, financial information and information the Company provides regarding third parties.
  3. Your obligations under these Terms with respect to any portion of the Confidential Information shall terminate only when you can document that: (a) it was in the public domain at the time it was communicated to you; (b) it entered the public domain subsequent to the time it was communicated to you through no fault of yours; (c) it was in your possession free of any obligation of confidence at the time it was communicated to you; or (d) it was rightfully communicated to you free of any obligation of confidence subsequent to the time it was communicated to you. After your evaluation of the Service is complete, or upon request of the Company, you shall promptly return to the Company all documents, notes and other tangible materials and return or certify the destruction of all electronic documents, notes, software, data, and other materials in electronic form representing the Confidential Information and all copies thereof.
  4. You agree that nothing contained in these Terms shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to these Terms, or to any invention or any patent, copyright, trademark, or other intellectual property right. You shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information or the Service. You will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information or the Service.
  5. This Service is a beta release offering and is not at the level of performance of a commercially available product offering. The Service may not operate correctly and may be substantially modified prior to first commercial release, or at Company’s option may not be released commercially in the future. THE SERVICE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY COMPANY, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE REMAINS WITH YOU.
  6. COMPANY AND ITS LICENSORS SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS EXCEED $50.00 OR THE AMOUNT YOU ACTUALLY PAID COMPANY UNDER THESE TERMS (IF ANY).
  7. Your obligations under these Terms shall survive any termination of these Terms. These Terms shall be governed by and construed in accordance with the laws of California. You hereby agree that breach of these Terms will cause Company irreparable damage for which recovery of damages would be inadequate, and that the Company shall therefore be entitled to obtain timely injunctive relief under these Terms, as well as such further relief as may be granted by a court of competent jurisdiction. You will not assign or transfer any rights or obligations under these Terms without the prior written consent of the Company.
  8. Your use of the Service constitutes your irrevocable acceptance of these Terms. If you do not agree to these Terms, do not use the Service.