Last updated: 17 March 2025
ResorsIT Testing Agreement
This Testing Agreement (“Agreement”) is between Rhodium Systems Inc., 6470 East Johns Crossing, Suite 160, Johns Creek, Georgia 30097, and either (i) the entity electronically accepting this Agreement; or (ii) the entity on behalf of which the Testing software is enabled, as applicable and in either case, “Customer”. This Agreement is effective as of the date the Customer begins using the software (“Effective Date”). The parties agree to the following terms and conditions related to Customer’s use of the applicable Testing Software.
An individual opting to use the software subject to this Agreement represents that they have the authority to bind Customer to the terms of this Agreement. If the individual does not have such authority, they must not use the software.
1. DEFINITIONS
1.1. “Testing Software” is pre-release, alpha, or beta software that is not ready for production use. Testing software is provided without, or with limited, support under commercially reasonable efforts, as determined in Rhodium Systems’ discretion. The applicable software may be listed as “pre-release”, “alpha”, or “beta”.
1.2. “AI Assisted” means the use of, or development of work product with the assistance of, artificial intelligence (including machine learning).
1.3. “Generally Available Software” is software that is ready for production use at any scale, is fully documented and supported, and have passed Rhodium Systems Production Readiness Review.
1.4. “Personal Data” means all information defined in the definition of “personal data” under The General Data Protection Regulation (EU) 2016/679.
1.5. “Production Readiness Review” is a process that helps identify the reliability needs of a service, feature, or significant change to infrastructure for ResorsIT.com.
1.6. “Testing Period” is the period of time Customer has access to the Testing Software for testing, evaluation, and feedback as determined at Rhodium Systems’ discretion.
2. LICENSE, SCOPE, AND USE OF THE TESTING SOFTWARE
2.1. Subject to the terms of this Agreement, Rhodium Systems grants Customer a non-exclusive, non-transferable license to use the applicable Testing Software for internal use. Testing Sofware constitutes Free Software (as defined in the Rhodium Systems Subscription Agreement and incorporated herein), subject to the applicable provisions of the Rhodium Systems Subscription Agreement (including §§ 5, 7, 10.2, 14.2).
2.2. Customer acknowledges that the applicable Testing Software (i) has not been made commercially available, (ii) may be unstable and could cause performance and stability issues, (iii) may not operate properly, and (iv) may contain errors, design flaws or other problems. Rhodium Systems is under no obligation to release Testing Software as Generally Available Software.
2.3. To the extent Testing Software involves the processing of Customer’s Personal Data, Customer agrees and represents that it has provided all required notices to and obtained all necessary consents from the data subjects whose Personal Data is processed under Testing Software. Rhodium Systems will process Customer’s Personal Data on the basis of performing this Agreement with Customer.
2.4. Customer’s use of and access to the applicable Testing Software is solely at its own risk. Customer acknowledges that (i) it is responsible for any AI Assisted work product (including source code) generated using the applicable Testing Software, including (a) verifying the suitability and accuracy of any AI Assisted work product for the desired purpose, and (b) any suggestions Customer may incorporate from AI Assisted Testing Sofware or any suggestions to Customer’s work product; and (ii) the Testing Software may cause unexpected results, corruption or loss of data, or other forms of loss or damage.
2.5. The Testing Period shall commence upon the Effective Date and will automatically expire upon Rhodium Systems providing the applicable Testing Software as Generally Available Software. If Rhodium Systems transitions Testing Software to Generally Available Software, Customer’s continued use will be subject to applicable fees and commercial terms and further governed by the Rhodium Systems Subscription Agreement available at Subscription Agreement, or such other separate written agreement between the parties governing use of ResorsIT software, inclusive of Generally Available Software.
2.6. Rhodium Systems will retain all ownership and intellectual property rights related to ResorsIT software, the Testing Software, and any Feedback related thereto. Customer may provide input to be processed by the Testing Sofware (“Input”), and receive output generated and returned by the Testing Sofware based on the Input (“Output”). To the extent permitted by applicable law, both Input and Output shall constitute Customer Content as that term is defined in the subscription agreement.
3. FEEDBACK
As part of Customer’s use, testing, and evaluation of the applicable Testing Software, Customer will provide suggestions, ideas, enhancement requests, or other recommendations (“Feedback”) regarding its use of the Testing Software and hereby irrevocably assigns all rights in such Feedback to Rhodium Systems. The parties will mutually agree (email sufficient) on an appropriate cadence, process, and method of exchanging Feedback during the Testing Period. Rhodium Systems may use any Feedback without restriction and without obligation to Customer.
4. NO WARRANTIES
CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE APPLICABLE TESTING SOFTWARE LICENSED HEREUNDER IS STILL IN THE TESTING PHASE, MAY CONTAIN DEFECTS AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE PRIMARY PURPOSE OF THIS AGREEMENT IS TO OBTAIN FEEDBACK ON PERFORMANCE AND THE IDENTIFICATION OF ANY DEFECTS OF THE TESTING SOFTWARE. CUSTOMER MUST SAFEGUARD IMPORTANT DATA, USE CAUTION AND NOT RELY IN ANY WAY ON THE CORRECT FUNCTIONING AND PERFORMANCE OF THE TESTING SOFTWARE. RHODIUM SYSTEMS AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, PROVIDED BY RHODIUM SYSTEMS DURING THE TESTING PERIOD SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
5. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) IN NO EVENT WILL RHODIUM SYSTEMS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, LOSS OF REVENUE, LOSS OF DATA, ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES; (II) THE TOTAL LIABILITY OF RHODIUM SYSTEMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, USD $1,000.00. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RHODIUM SYSTEMS BE LIABLE TO CUSTOMER (OR ANY THIRD PARTY INCLUDING CUSTOMER’S END USERS OR LICENSEES) FOR ANY MISAPPROPRIATION, INFRINGEMENT, DILUTION OR OTHER VIOLATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S OR ITS END USERS’ (A) USE OF THE TESTING SOFTWARE OR (B) USE, COMMERCIALIZATION, COPYING, MODIFICATION, PUBLICATION, DISTRIBUTION, LICENSING, SUBLICENSING, OR, AS APPLICABLE, SALE OF AI ASSISTED WORK PRODUCT GENERATED BY THE TESTING SOFTWARE.
6. TERMINATION
Upon written notice to the other party (email sufficient), either party may terminate this Agreement immediately for convenience. Upon expiration or termination of this Agreement, all licenses granted herein shall automatically terminate and Customer shall immediately discontinue all use of the Testing Software. Sections 2.5, 4, 5, and 6, shall survive any termination or expiration of this Agreement.
7. MISCELLANEOUS
7.1. Except as otherwise provided in Section 2, this Agreement and the references incorporated herein comprise the complete statement of understanding of the parties and supersede and cancel all previous written or oral agreements, communications, and other understandings relating to the subject matter herein. Any conflict of terms with the Rhodium Systems Subscription Agreement shall be resolved in favor of this Agreement. This Agreement does not provide the Customer a commercial license to use the Testing Software once transitioned to Generally Available Software. Rhodium Systems may revise this Agreement from time to time in its discretion, with the most current version available at: Testing Agreement. By continuing to access or use the applicable Testing Software (including upon a change in designation from “pre-release” to “alpha” to “beta” during the Testing Period) Customer agrees to the terms of the revised Agreement. If Customer does not agree to the terms of the revised Agreement, Customer may terminate this Agreement for convenience as provided under Section 6.
7.2. This Agreement is governed by the laws of the State of Georgia, without regard to its conflict of laws provisions. The federal and state courts sitting in Atlanta, Georgia, will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to this Agreement. The United Nations Convention of Contracts for the International Sale of Goods is expressly disclaimed by the Parties with respect to this Agreement. The parties represent, warrant and covenant to adhere to all applicable laws and regulations including all export and trade compliance requirements. This Agreement is not assignable, transferable or sublicensable by either party without the other party’s prior written consent.