Ashby Terms for Design Partners

These Design Partner Supplemental Terms (“Design Partner Terms”) apply to Customer’s participation in the early access program (“Design Partner Program”) for certain Ashby products, features, or modules that are not yet generally available (“Early Access Services”). These Design Partner Terms supplement and modify Ashby’s standard Terms of Service or Master Services Agreement (“Agreement”) as applicable.

1. Eligibility and Participation

1.1. You agree to use the Early Access Services in accordance with the Agreement and these Design Partner Terms.

1.2. Customer acknowledges that the Early Access Services are in a beta or pre-release state, and may contain bugs, incomplete functionality, or performance issues. The Early Access Services are provided “as is” without any warranties whatsoever, and use is at Customer’s own risk. No Ashby service level commitments, including uptime commitments, support response times, and remedies, apply to the Early Access Services. CUSTOMER ACKNOWLEDGES AND AGREES THAT ASHBY MAKES NO REPRESENTATIONS REGARDING THE PERFORMANCE, FUNCTIONALITY OR AVAILABILITY OF THE EARLY ACCESS SERVICES. ASHBY WILL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER REGARDING CUSTOMER’S PARTICIPATION IN THE DESIGN PARTNER PROGRAM.

1.3. Customer agrees to use the Early Access Services in good faith and to provide timely, candid, and constructive feedback regarding functionality, usability, and potential improvements. Customer acknowledges that any feedback, suggestions, or ideas provided to Ashby regarding the Early Access Services are provided voluntarily and may be used by Ashby without restriction or obligation to Customer.

1.4. Ashby will provide access to the specified Early Access Services as described in an associated Order Form.

2. Intellectual Property

2.1. The Early Access Services are an Ashby “Service” as defined in the Agreement. All Ashby rights in and to the Service as specified in the Agreement apply to the Early Access Services. For clarity, Ashby retains all right, title, and interest in and to the Early Access Services, including all Intellectual Property Rights (as defined in the Agreement) therein.

2.2. Customer grants to Ashby a perpetual, irrevocable, royalty-free license to use any feedback or suggestions provided regarding the Early Access Services to improve Ashby’s products or services.

2.3. Ashby may monitor Customer’s use of the Early Access Services and may use such information to analyze the performance of and improve the Early Access Services.

3. Contact and Feedback

Ashby will provide you with a primary point of contact during your participation in the Design Partner Program. Ashby agrees to review and consider all Customer feedback in good faith. However, Ashby makes no commitment to incorporate any specific feedback or requested changes into the Early Access Services.

4. Publicity

Customer grants Ashby the right to include Customer’s name and logo in external communications, marketing materials, and launch-related content referencing the Early Access Services.

5. Modification or Termination

5.1. Customer may terminate its participation in the Design Partner Program at any time for any reason by providing written notice to Ashby. Upon such termination, access to the Early Access Services will be revoked.

5.2. These Design Partner Terms will apply to Early Access Services until the general release (General Release or GA) of the Early Access Services to the public or their discontinuation. Upon GA, Customer’s use of the applicable Services will be governed by Ashby’s then-current Terms of Service or Master Services Agreement. We may terminate, suspend, discontinue or limit your access to the Early Access Services at any time in our sole discretion, with or without cause, with or without notice, and without liability to you.

5.3. We reserve the right to modify the Early Access Services and the Design Partner Terms at any time in our sole discretion, with or without notice, and without liability to you. You understand and agree that if you use the Early Access Services after the date on which the Design Partner Terms have changed, your continued use of the Early Access Services will be deemed acceptance of the updated terms.

6. Confidential Information

The Early Access Services and related information constitute Ashby Confidential Information as defined in the Agreement. Customer agrees not to disclose such information to any third party and to protect such information in accordance with Customer’s confidentiality obligations under the Agreement. Customer acknowledges that the unauthorized release of the Confidential Information disclosed in connection with the Early Access Services could damage Ashby’s competitive and intellectual property interests. These confidentiality obligations survive Customer’s participation in the Design Partner Program.

7. General

These Design Partner Terms and the Agreement constitute the entire agreement between Customer and Ashby regarding the Design Partner Program. To the extent of any conflict between these Design Partner Terms and the Agreement, these Design Partner Terms will apply and take precedence solely with respect to the Early Access Services.