Beta Product Terms of Service
OctoML PyTorch Profiler
Last Updated:
Feb 14, 2023
The OctoML Feature contains computer programs and other proprietary material and information, the use of which is subject to and expressly conditioned upon acceptance of this Beta Agreement (“Agreement”).
This Agreement is a legally binding document between the organization that will make end-use of the Feature (the “Licensee”) and OctoML, Inc., with (“OctoML”). Unless OctoML agrees otherwise in writing, this Agreement governs Licensee's use of the Feature. Capitalized terms have the definitions in Section 1 or as otherwise indicated below.
By proceeding with the installation, or use of this Feature, or authorizing any other person to do so, you are representing to OctoML that you are authorized to bind the Licensee, and that you are agreeing on behalf of the Licensee that the terms of this Agreement shall govern the relationship of the parties with regard to the subject matter in this Agreement and are waiving any rights, to the maximum extent permitted by applicable law, to any claim anywhere in the world concerning the enforceability or validity of this Agreement. If the terms of this Agreement are considered an offer by OctoML, acceptance by Licensee is expressly limited to the terms of this Agreement, to the exclusion of all other terms.
If you do not have authority to agree to the terms of this Agreement on behalf of the Licensee, or do not accept the terms of this Agreement, immediately cease any further attempt to install or use the Feature for any purpose. In such event, no license shall be deemed to have been granted by OctoML.
General Terms and Conditions
OctoML has developed the OctoML PyTorch Profiler ("Feature");
OctoML desires that the Feature be tested prior to general release; and
Licensee wishes to serve as a Beta tester for such Feature.
NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:
OctoML grants to Licensee a non-exclusive, non-transferable license to use the Feature solely for Beta testing and Beta use during the Beta period which shall period shall expire after the official release date of the Feature, subject to the terms and conditions below.
In consideration for receiving a copy of the Feature for testing, Licensee agrees to serve as a "Beta Tester" for the Feature and will notify OctoML of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to OctoML all right, title and interest to such enhancements and all property rights therein including without limitation all worldwide patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
Licensee agrees that the Feature is the sole property of OctoML until it is officially released and includes valuable trade secrets of OctoML. Licensee agrees to treat the Feature as confidential and will not without the express written authorization of OctoML:
Demonstrate, copy, sell or market the Feature to any third party; or
Publish or otherwise disclose information relating to performance or quality of the Feature to any third party; or
Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate the Feature or any portion thereof.
The Feature is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. The Feature may not operate correctly and may be substantially modified prior to the first commercial shipment, or withdrawn. The Feature is provided "AS IS" without warranty of any kind. The entire risk arising out of the use or performance of the Feature remains with Licensee. In no event shall OctoML be liable for any damage whatsoever arising out of the use of or inability to use the Feature, even if OctoML has been advised of the possibility of such damages.
Licensee, upon completion of the Beta test, agrees to provide material, statistics, or information that is not deemed confidential to Licensee’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by OctoML. Licensee will provide a quote to OctoML that may be used in a press release.
This Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of Washington.
This Agreement constitutes the entire and only agreement between the parties for the Feature and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
Failure of OctoML to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.
OctoML may terminate this Agreement at any time. Upon termination of this Agreement, Licensee shall de-install the Feature and make no further use of the Feature.