BETA TERMS OF SERVICE 

Last Updated: July 12, 2024

These AnyTeam Beta Terms of Service(“BTOS”), are are entered into by and  Any Enterprises, Inc. d/b/a AnyTeam (“AnyTeam”), with a principal place of business at 541 Jefferson Ave., Ste 100, Redwood City, CA 94063, and the entity on whose  behalf you are accepting these BTOS  (“Client”).  Client and AnyTeam may be referred to in these BTOS individually as a “Party” or collectively as the “Parties.

By clicking on “Accept”,  Client agrees to comply with and be bound by these BTOS. If you do not agree with these BTOS, or you are not authorized to act on Client’s behalf, you are not permitted to use the AnyTeam Services and you should not register.  If you accept these BTOS but later decide that you want to terminate your account, please contact Jeff Yoshimura at jeff@anyteam.com.

AnyTeam and Client are contemplating entering into a commercial relationship.  As a precursor to entering into such relationship, the Parties intend to engage in a beta or pilot study whereby AnyTeam will supply access to the AnyTeam proprietary software-as-a-service, which is designed to allow Client to interact with potential customers through AI-powered conversation and sales guidance (the “AnyTeam Services”) to Client for a limited period so that Client may evaluate the AnyTeam Services, without payment of subscription, license, maintenance or support fees.  Client may provide feedback to AnyTeam regarding its evaluation of the AnyTeam Services. The AnyTeam Services will allow Client to interact with potential buyers through AI-powered conversation and sales guidance.  The parties intend to negotiate in good faith a commercial relationship in respect of such services, but these BTOS do not obligate either party in any way to enter into such relationship.

  1. License. Subject to the terms and conditions of these BTOS, AnyTeam grants to Client a non-sublicensable, non-transferable, non-exclusive limited right and license for Client to access and use a beta version of the AnyTeam Services during the Beta Term, which shall mean the earlier of ninety (90) days from Client’s acceptance of these BTOS or the general availability (GA) of the AnyTeam Services.  Client shall use the AnyTeam Services for testing and evaluation of the AnyTeam Services and for no other purpose. Client will not, and will not allow a third party to (a) reverse engineer or attempt to find the underlying code of, the AnyTeam Services; (b) modify the AnyTeam Services, or insert any code or product, or manipulate the AnyTeam Services or their presentation in any way; (c) impose an excess load or burden on the AnyTeam Services, (d) circumvent any security or access control measures of the AnyTeam Services (e) license or distribute the AnyTeam Services to any third party, or use the AnyTeam Services as part of a service bureau operation or to provide services on behalf of or for the benefit of any third party; (f) use any portion of the AnyTeam Services for any illegal or unlawful purpose or in violation of any third-party right, or (g) use, evaluate, or view the AnyTeam Services for the purpose of creating a competitive service.  Client acknowledges that Client users are responsible for permissions to upload files to the AnyTeam Services.

  2. Confidentiality.  Each Party agrees that all software, code, inventions, algorithms, know-how and ideas and all other business, personally identifiable and technical information obtained from the other is the confidential property of the disclosing Party (“Confidential Information’’ of the disclosing party).  Except as allowed herein, during the Beta Termand after any termination hereof, the receiving Party will hold in confidence and not use or disclose any Confidential Information of the disclosing Party and shall similarly bind its employees and independent contractors in writing.  Confidential Information shall not include information the receiving Party can document:  (a) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; or (b) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; or (c) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (d) was independently developed by employees or consultants of the receiving Party.  If required by law, the receiving Party may disclose Confidential Information of the disclosing Party, but will give adequate prior notice of such disclosure to the disclosing Party to permit the disclosing Party to intervene and to request protective orders or other confidential treatment therefore.  Upon the expiration or termination of these BTOS all of the Confidential Information (including any copies) will be returned to the disclosing Party, and the receiving Party will make no further use of such materials.  Money damages will not be an adequate remedy if this Section 2 is breached and, therefore, either Party may, in addition to any other legal or equitable remedies, seek an injunction or other equitable relief against such breach or threatened breach without the necessity of posting any bond or surety.

  3. Term and Termination.  Unless earlier terminated as provided below, these BTOS shall commence on the Effective Date and shall continue for the Beta Term. The Beta Term may be extended upon mutual agreement of the Parties. These BTOS  may be terminated without cause by either Party immediately upon written notice.  Upon termination or expiration of these BTOS, Client’s license to use the AnyTeam Services will automatically terminate.  Sections 2, 4 through 9, as well as this sentence, shall survive any termination or expiration of these BTOS for any reason.

  4. Ownership.  All intellectual property rights, title and ownership rights in and to the AnyTeam Services, including any updates, modifications, improvements and/or new features and functionality, translations, customized versions or other versions or derivative works thereof, whether or not developed in the course of or as a result of these BTOS, shall at all times remain vested in AnyTeam.

  5. Resultant Data. At all times, Client retains all right, title and interest in and to its sales, products, prospects, customers and related  data that Client provides to AnyTeam or enters into the AnyTeam Services (“Client Data”). Client hereby grants to AnyTeam, and AnyTeam hereby accepts, a non-exclusive, worldwide, fully paid-up, royalty-free, non- sublicensable, non-transferable (except as set forth in Section 9.7), license to collect during the Beta Term and analyze in perpetuity Client Data to create Resultant Data to (a) compile statistical and performance information related to the provision and operation of the AnyTeam Services; (b) provide routine or customer-requested maintenance, repairs, analytical or diagnostic services related to the AnyTeam Services; or (c) compile analytical and statistical information for purposes of developing and improving AnyTeam products and services, including but not limited to enhancing and improving AnyTeam algorithms and models used in the AnyTeam Services. “Resultant Data” means data (a) that is learned by the AnyTeam model(s) and algorithm(s) as a result of processing Client Data through the AnyTeam Services; or (b) that is derived by or through AnyTeam’s customers' usage of the AnyTeam Services, such as (i) summary statistics, learnings, performance metrics, coefficients and/or features of AnyTeam models and algorithms, (ii) methods, frequency, timing, access and/or usage of the AnyTeam Services, (iii) key performance indicators of the AnyTeam Services or (iv) any component of the machine learning ecosystem that was trained and compiled using Client Data. Resultant Data does not include any personal information, derivatives made from Client Data other than deidentified data, or any data that otherwise identifies individuals.

  6.  Feedback.  Client or its personnel may provide input, suggestions, recommendations, comments and other feedback about the AnyTeam Services (“Feedback”).  If Client provides AnyTeam Feedback, Client grants AnyTeam an unlimited, perpetual, worldwide, fully transferable, royalty-free right and license to use, reproduce, modify, create derivative works and sublicense such Feedback without restriction for any purpose AnyTeam sees fit.  

  7. Warranty Disclaimer.  The Parties acknowledge that the AnyTeam Services are provided “AS IS”.  ANYTEAM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND ANYTEAM EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTY OF TITLE, ACCURACY, AND ALL IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. ANYTEAM DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR THE ACCURACY OF DATA THAT CLIENT ELECTS TO UPLOAD INTO THE ANYTEAM SERVICES. 

  8. Limitation of Remedies and Damages.  ANYTEAM SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE BTOS OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS, OR (B) FOR ANY DIRECT DAMAGES IN EXCESS OF ONE THOUSAND DOLLARS ($1,000), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE LIMITATIONS SET FORTH ABOVE SHALL NOT APPLY TO BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN.

  9. Miscellaneous.  

    1. Governing Law.  These BTOS  shall be governed by and construed in accordance with, the laws of the State of California without regard to conflicts of law provisions thereof.

    2. Waiver.  No provision of right, power or privilege under these BTOS  shall be deemed to have been waived by any act, delay, omission or acquiescence on the part of any Party, its agents or employees, but only by an instrument in writing signed by an authorized representative of each Party.

    3. Severability.  If any provision of these BTOSshall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these BTOS shall otherwise remain in full force and effect and enforceable.

    4. Entire Agreement.  These BTOS shall constitute the entire understanding between the Parties regarding the subject matter described herein and supersedes any previous communications, representations or agreements whether oral or written regarding such subject matter.

    5. Modification.   AnyTeam may occasionally update these BTOS. When these BTOS are updated, the “Last Updated” date at the top of these BTOS will also be updated. If Client continues to use the AnyTeam Services after an update to these BTOS is posted, Client is indicating its acceptance of the updated BTOS.  If Client disagrees with the modified BTOS, Client should stop using the AnyTeam Services. 

    6. Relationship of the Parties.  The Parties hereto shall each be independent contractors in the performance of their obligations under these BTOS, and nothing contained herein shall be deemed to constitute either Party as the agent or representative of the other Party, or both Parties as joint venturers or partners for any purpose.

    7. Assignment.  Neither Party may assign nor transfer any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, and any such attempted assignment shall be void, except that AnyTeam may assign or transfer these BTOSwithout Client’s consent in the event of a merger, acquisition or sale of all or substantially all assets.  These BTOSshall be binding on and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

    8. Publicity.  AnyTeam may identify Customer as an AnyTeam customer and use Client’s logo on AnyTeam’s website and any digital or printed sales collateral.  AnyTeam shall not use Client’s name or logo in any other public communications without Client’s prior written consent.

    9. Notices.  All notices hereunder shall be in writing and sent to the addresses provided by the Parties as may be amended by notice pursuant to this subsection, by (a) personal delivery, (b) certified or registered mail, return receipt requested, (c) overnight courier, or (d) confirmed facsimile; notices shall be deemed given upon receipt.