Preview Services Agreement
This Salary Preview Services Agreement (“Agreement”) is between Salary.com LLC (“Salary”) and the customer identified in the applicable order form, online registration page, statement of work, or similar ordering document made available by Salary and accepted by Customer (each, an “Order Form”) (“Customer”). This Agreement governs Customer's access to and use of the Preview Services identified in an Order Form. Preview Services are pre-release products, features, functionality, APIs, artificial intelligence capabilities, or other offerings made available by Salary before general commercial release for Customer's evaluation and feedback.
If there is a conflict between an Order Form and this Agreement, the Order Form controls only with respect to the applicable Preview Services and only to the extent of the conflict. This Agreement applies only to the Preview Services identified in the applicable Order Form and does not govern any other Salary products or services unless expressly stated in writing by Salary.
“Authorized User” means an employee, contractor, consultant, or temporary worker that Customer authorizes to access and use the Preview Services on Customer’s behalf. When the Agreement refers to Salary in the context of a responsibility, restriction, instruction, or prohibition, the reference includes Authorized Users.
“Customer Data” means data, content, files, prompts, instructions, and other information submitted to or processed through the Preview Services.
The “Preview Period” begins on the date identified in the applicable Order Form, or if no date is identified, on the date Salary first makes the applicable Preview Services available to Customer. The Preview Period ends on the earlier of: (a) the expiration date identified in the applicable Order Form; (b) Customer’s purchase of the applicable commercial offering; or (c) termination of the Preview Services or this Agreement.
“Preview Services” are products, services, software, features, functionality, modules, integrations, application programming interfaces (APIs), artificial intelligence (“AI”) capabilities, or other offerings that Salary makes available to Customer before their general commercial release for Customer’s evaluation and feedback. Preview Services may be identified by Salary as preview, beta, pilot, early access, limited availability, experimental, or similar terminology.
1. Preview Services
1.1 Subject to this Agreement and the applicable Order Form, Salary grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right during the Preview Period to access and use the Preview Services solely for Customer’s internal business evaluation purposes.
1.2 Some Preview Services are made available before general commercial release to allow Customer to evaluate their functionality and provide feedback to Salary. Preview Services are under active development and may contain incomplete functionality, defects, errors, security vulnerabilities, performance limitations, or other issues not present in commercially released products. Customer acknowledges that Preview Services are pre-release offerings and accepts the risks inherent in evaluating software that has not been generally released.
1.3 Salary may modify, enhance, replace, restrict, suspend, or discontinue any Preview Service or any feature or functionality of a Preview Service at any time during the Preview Period. Salary has no obligation to continue developing a Preview Service, make a Preview Service generally available, or include a feature or functionality in a future commercial offering.
2. Customer Responsibilities
2.1 Customer is responsible for all access to and use of the Preview Services by its Authorized Users.
2.2 Customer will use Preview Services only for its internal business evaluation purposes and in compliance with applicable law. Customer will not: (a) commercially exploit the Preview Services; (b) copy, modify, distribute, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, models, system prompts, or other non-public technology underlying the Preview Services; (c) use the Preview Services or information obtained through the Preview Services to develop, train, benchmark, validate, or improve a competing product, service, artificial intelligence model, or dataset; (d) publish or disclose benchmarks, performance testing, or competitive analyses relating to the Preview Services without Salary’s prior written consent; or (e) interfere with or circumvent the security, availability, integrity, or operation of the Preview Services.
2.3 Customer represents that it has all rights, permissions, authorizations, and consents necessary to provide Customer Data to Salary and to authorize Salary to process Customer Data as contemplated by this Agreement. Customer will not knowingly submit information that it is not authorized to provide or that infringes the rights of a third-party or person.
2.4 Customer is solely responsible for all decisions made using or informed by the Preview Services and for independently reviewing and validating any outputs before relying on them.
3. Customer Data, Privacy, and Feedback
3.1 Customer retains all right, title, and interest in and to Customer Data. Customer grants Salary and its Affiliates, subprocessors, service providers, and AI providers a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, store, display, and otherwise use Customer Data as reasonably necessary to provide, operate, maintain, support, secure, improve, and evaluate the Preview Services and perform this Agreement. If Customer Data includes Personal Data, Salary will process that Personal Data in accordance with Salary’s Data Processing Addendum (“DPA”), available at www.salary.com/legal/dpa, which is incorporated by reference. Customer represents that it has provided all required notices and obtained all rights, permissions, authorizations, and consents necessary to permit such processing.
3.2 Salary may collect technical, operational, diagnostic, usage, security, and performance information relating to the Preview Services and may create aggregated, anonymized, or deidentified information that does not identify Customer or any individual. Salary may use such information to operate, secure, improve, develop, support, benchmark, analyze, and evaluate the Preview Services and Salary's products and services.
3.3 Customer agrees to provide feedback (“Feedback”) regarding the Preview Services. Salary owns all Feedback. Customer assigns to Salary all right, title, and interest in and to the Feedback, including all related intellectual property rights.
4. Salary Rights
4.1 Salary may modify, enhance, replace, restrict, suspend, discontinue, or withdraw any Preview Service or feature at any time. Salary has no obligation to continue developing a Preview Service, release it commercially, or include any particular functionality in a future product.
4.2 Salary may suspend or terminate Customer's access if Customer breaches this Agreement, Customer's use presents a material risk to Salary, the Preview Services, or another person, or Salary otherwise determines that continued participation in the Preview Program is no longer appropriate.
5. No Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PREVIEW SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SALARY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR THAT THE PREVIEW SERVICES WILL OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, SECURE, OR MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SALARY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PREVIEW SERVICES WILL NOT EXCEED US $100. SALARY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS INTERRUPTION.
7. General Terms
7.1 Each party may receive non-public information from the other party in connection with the Preview Services (“Confidential Information”). Each party will protect the other party's Confidential Information using reasonable care and use it only for purposes of this Agreement. These obligations do not apply to information that is publicly available, already known without restriction, lawfully received from another source, or independently developed. These obligations continue for three years after termination, except for trade secrets, which remain protected for so long as they qualify as trade secrets.
7.2 Either party may terminate this Agreement at any time upon written notice. Upon termination, Customer will immediately cease using the Preview Services and, upon Salary’s request, destroy or return any Confidential Information of Salary in Customer’s possession, except to the extent retention is required by applicable law.
7.3 This Agreement is governed by the laws of the State of Delaware, Delaware has exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to the personal jurisdiction of those courts.
7.4 Failure by either party to enforce a provision of this Agreement does not constitute a waiver of that provision. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. This Agreement may be executed electronically and in counterparts, each of which is deemed an original and together constitute one agreement.