BEELINE BETA TESTER AND CONFIDENTIALITY AGREEMENT
Thank you for your interest in being a Beta tester for Relish Technologies Limited (“Beeline”)
As with any Beta test program, you will be asked to agree to several conditions before you begin testing materials. Don't worry, we're not asking for much! Here's a summary of the main terms you'll be agreeing to:
- You acknowledge that you are participating in a Beeline Beta program and the info you learn as a tester is confidential and cannot be shared.
- You confirm that information you provided in the Beeline Beta recruitment survey is accurate.
- You confirm that are not a member of the press, nor an employee or representative of any competitor.
- You agree not to disclose your role or work as a Beta tester to any member of the press, any public news group, or any third party.
- You agree to reasonably respond in a timely manner to Beeline’ requests for feedback.
- You license Beeline to freely use the feedback and suggestions you provide.
IF YOU AGREE TO THESE CONDITIONS, PLEASE READ THE TERMS OF THIS BETA TESTER AND CONFIDENTIALITY AGREEMENT ("AGREEMENT") GOVERNING THE USE OF THE SOFTWARE, RELATED FIRMWARE AND HARDWARE PROVIDED TO YOU BY RELISH TECHNOLOGIES LIMITED. ("BEELINE").
BY INDICATING YOUR ACCEPTANCE OF THESE TERMS AND
- The Beta Product is currently still in development and in experimental form. You have agreed to test and evaluate the Beta Product in accordance with the terms of this Agreement in order to assist Beeline in the development of the Beta Product.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows:
Last modified 8th January 2020
- Confidentiality. You agree to keep confidential and not disclose or discuss to any third party: a) The Beta Product, b) Beeline Materials, c) Beeline development or marketing plans that you learn about as part of your participation as tester, d) your participation in the Beta program, and e) verbal or written communications from Beeline employees, agents, contractors or other representatives regarding Beeline Materials and the Beta Product. The confidentiality requirements continue until all of the above become publicly known.
- No Conflicting Loyalty. You represent that neither you nor any household member is: a) a member of the press or any public newsgroup, or b) an employee or representative of any competitor of Beeline. You represent that the information provided in your Beeline Beta recruitment survey is accurate.
- Feedback. You agree to provide reasonable feedback to Beeline regarding the operation or use of Beeline Materials when it is requested. This may include responding to online surveys, participating in telephone interviews and providing suggestions and ideas via closed forums managed by Beeline. If an issue requires examination of the Beeline Materials provided by Beeline you will endeavour to ship the equipment to Beeline, at Beeline's sole expense, within 48 hours of receiving the request. You acknowledge and agree that Beeline may use, disclose, reproduce, license, distribute and otherwise commercialise such feedback. You hereby grant to Beeline all required licenses in your feedback and the associated intellectual property rights to allow Beeline to carry out these rights.
- Grant of License to Test. Subject to the terms and conditions of this Agreement, Beeline hereby grants you a personal, non-exclusive, non-transferable and revocable license to use the Beta Product. Your license will be valid only during the time that you are an active participant in any Beeline Beta Program solely for the purposes of testing and evaluating the Beta Product to assist Beeline in its development, and not for any commercial purpose or use. You agree not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which are provided to you hereunder.
- DISCLAIMER OF WARRANTIES. You acknowledge and agree that: (a) the Beta Product is not complete in development and has not been commercially released for sale or public use by Beeline; (b) the Beta Product may not be fully functional, and it is expected that it will contain errors, design flaws or other problems, including problems that may adversely impact the operation of your existing Products; (c) the Beta Product may not be reliable during the time you are participating as a tester in the Beeline Beta Program; (d) the Beta Product may not have passed any required regulatory tests, including without limitation CE, FCC, UL or other equivalent tests; (e) the Beta Product and its use may result in unexpected results, loss of data, electrical failures or other unpredictable damage or loss to you; (f) Beeline is under no obligation to release a commercial version of the Beta Product; (g) you have received the necessary consents and approvals from the owner(s) of any premises where the products will be used/tested in the manner requested by Beeline; and (h) Beeline has the right to unilaterally abandon development of the Beta Product at any time and without any obligation or liability to you or any third party. You further acknowledge that you have paid no consideration to Beeline for the Beta Product hereunder, and that THE BETA PRODUCT IS BEING SUPPLIED TO YOU "AS IS". BEELINE MAKES NO WARRANTIES REGARDING THE BETA PRODUCT, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- Ownership. You acknowledge and agree that Beeline and/or its suppliers own all right, title and interest in and to the Beta Product and in any and all intellectual property rights therein, including but not limited to any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights therein. You agree not to use Beeline's trademarks or other business names for any purpose. You will not earn or acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of this Agreement or your performance under this Agreement. To the extent that Beeline provides you Beeline Materials or Beta Products, you agree that all Beeline Materials are and remain the sole and exclusive property of Beeline. You further agree, upon request of Beeline, to return any Beeline Materials at Beeline’s expense at the end of the Beta test. You agree to promptly disclose and hereby assign to Beeline any suggestions for change and/or improvement to the Beta Product and any related rights thereto and to assist Beeline, as reasonably requested by Beeline and at Beeline's expense, in obtaining intellectual property protection relating to such suggestions as Beeline may reasonably direct.
- Limitation of Liability. IN NO EVENT SHALL BEELINE BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM INSTALLATION OR USE OF THE BETA PRODUCT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT.
- Privacy. For purposes of this Beta test program, you agree to allow Beeline, its employees or agents to contact you using the personal contact information you have provided, such as your name, email, address, and telephone number. Beeline may store or share this personal contact information with Beeline employees, agents or authorised contractors in order to communicate with you. Beeline may use, collect, or store information generated from your testing and use of the Beeline products and materials being provided to you under this Agreement including location data used to improve the overall navigation service (“Usage Data"). Beeline may disclose, share, redistribute, or publish such Usage Data. You understand and agree that personal contact information and Usage Data may be transferred to and/or stored on servers in in various global locations (including those of Google and Amazon), subject to local laws although will meet GDPR standards wherever it is transferred and/or stored.
- General Provisions
- 9.1 Termination. This Agreement will automatically expire at the end of your participation as a Beeline Beta Program tester unless terminated sooner in accordance with this Agreement, and in any case shall expire not more than five (5) years after the date of this Agreement. Either party may terminate this Agreement before the end of your participation in the Beeline Beta Program for any reason or no reason upon written notice to the other party. This Agreement will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations. Your breach of any of your obligations under the Agreement may result in your immediate removal from the Beeline Beta program(s). Upon request from Beeline, you will deliver to Beeline, or otherwise make available for pick-up by Beeline at your premises, the Beta Product and Beeline Materials and any other tangible Beeline property.
- 9.2 Miscellaneous. This Agreement may not be assigned by you without the prior written consent of Beeline, and any attempt to assign without such consent shall be null and void. You acknowledge that the Beta Product licensed hereunder is subject to the export control laws and regulations of the United Kingdom, and any amendments thereto. You warrant that you will comply in all respects with United Kingdom exports laws and regulations. This Agreement shall be governed by the laws of England, without reference to its conflict of law principles. You consent to the jurisdiction of the English courts. This Agreement constitutes the entire agreement between you and Beeline with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. You acknowledge that any breach of your obligations under this Agreement with respect to the proprietary rights of Beeline will cause Beeline irreparable injury for which there are inadequate remedies at law, and, therefore, Beeline will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity.
- For inquiries or questions regarding this Agreement or the Beta Product, please email email@example.com