Beta Tester Agreement

Beyond - Personal Relationship Manager Inc. 

Last updated: October 5th, 2018

 

Scope of this Agreement

This Beta Tester Agreement governs the relationship between you (the "Beta Tester", either an individual or an entity), and Beyond - Personal Relationship Manager Inc. This Beta Testing Program Product and all affiliated materials, including documentation and information (collectively the “Product”), is operated by Beyond - Personal Relationship Manager Inc. ("Beyond", "us", "we", or "our").

Beyond licenses the Product to Beta Testers subject to the terms contained in this Beta Tester Agreement (this “Agreement”). Read this Agreement carefully before installing, copying, and using the Product and, if any, the accompanying documentation.

The Product is copyrighted to Beyond and it is made available to Beta Tester under this Agreement for testing purposes only, it is not sold to Beta Testers and should not be used in production environments or for commercial purposes.

By clicking the “Accept” button, by executing a written copy of this Agreement, by installing, copying or otherwise using the Product, Beta Tester is considered to have read and Beta Tester agrees to be bound by the terms of this Agreement. If Beta Tester is not willing to be bound by the terms of this Agreement, do not install, copy or use the Product.

Beyond reserves the right to update this Agreement at any time without any prior notice to Beta Tester. The applicable and most current version of this Agreement is at Beta Tester's disposal on https://beyondapp.xyz/terms/

Eligibility and Enrollment

Please read and agree to the following terms and conditions, if you wish to be eligible to participate in the "Beta Testing Program". However, we do not guarantee that you will be selected to participate in the Beta Testing Program.

BY SELECTING THE “ACCEPT” BUTTON, YOU ACKNOWLEDGE THAT: (1) YOU ARE 16 YEARS OF AGE OR OLDER, AND IF YOU ARE BETWEEN AGE 16 and 18, YOU HAVE OBTAINED CONSENT FROM YOUR PARENT OR GUARDIAN; AND (2) YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT.”

Grant of License

Subject to this Agreement, Beyond hereby grants to Beta Tester a non-exclusive, non-transferable, non-sublicensable, limited license. You are entitled to access, download or install, and operate the Product solely for the purposes of performing your obligations under this Agreement.

Restrictions on Grant

Except as otherwise specifically permitted in this Agreement, Beta Tester may not:

  • modify or create any derivative works of the Product or documentation, including – without limitation – translation or localization;

  • copy the Product except as provided in this Agreement or elsewhere by Beyond;

  • separate the Product, which is licensed as a single product, into its component parts;

  • reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any part of the Product (except to the extent applicable laws specifically prohibit such restriction);

  • redistribute, encumber, sell, rent, lease, sublicense, use the Product in a timesharing or service bureau arrangement, or otherwise transfer rights to any software. Beta Tester may NOT transfer the Product under any circumstances;

  • remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Beyond Products; or

  • publish or make public any results of benchmark tests run on the Product to a third party without Beyond’s prior written consent.

Privacy Policy

Beyond’s Privacy Policy (available at https://beyondapp.xyz/privacy-policy/) applies to the Beta Testing Program and the Product. Beta Tester acknowledges and agrees that by participating in the Beta Testing Program or by using the Product, Beyond may receive certain information about Beta Tester, including personally identifiable information and Beta Tester hereby consents to Beyond's collection, use and disclosure such information in accordance with the Privacy Policy.

Fees and Costs

There are no fees for Beta Tester's use of the Product under this Agreement.

Beta Tester is responsible for all costs and expenses associated with the use of the Product and the performance of all testing and evaluation activities.

Accounts

When Beta Tester creates an account with the Product, Beta Tester must provide Beyond information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of this Agreement, which may result in immediate termination of Beta Tester's account on the Product.

Beta Tester is responsible for safeguarding the password that Beta Tester uses to access the Product and for any activities or actions under Beta Tester's password, whether Beta Tester's password is with the Product or a third-party service.

Beta Tester agrees not to disclose Beta Tester's password to any third party. Beta Tester must notify Beyond immediately upon becoming aware of any breach of security or unauthorized use of Beta Tester's account.

Intellectual Property

The Product and all contents, including but not limited to text, images, graphics or code are the property of Beyond and are protected by copyright, trademarks, database and other intellectual property rights. Beta Tester may display and copy, download or print portions of the material from the different areas of the Product only for Beta Tester's own non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. This Agreement does not grant Beta Tester a license to use any trademark of Beyond or its affiliates. Beta Tester further agrees not to use, change or delete any proprietary notices from materials downloaded from the Product.

To Other Web Sites

The Product may contain links to third-party web sites or services that are not owned or controlled by Beyond.

Beyond has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. Beta Tester further acknowledges and agrees that Beyond shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

Beyond strongly advises Beta Tester to read the terms and conditions and privacy policies of any third-party web sites or services that Beta Tester visits.

Feedback

It is expressly understood, acknowledged and agreed that Beta Tester shall, regardless of whether or not formally requested to do, provide to Beyond reasonable suggestions, comments and feedback regarding the Product, including but not limited to usability, bug reports and test results (collectively, “Feedback”). If Beta Tester provides such Feedback to Beyond, Beta Tester acknowledges that any improvements, modifications and changes arising from or in connection with the Beta Tester's contribution to the Product, remain or become the exclusive property of Beyond.

Beta Tester shall grant Beyond the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights:

·       to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Beyond product, technology, service, specification or other documentation (individually and collectively, "Beyond Products");

·       to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Beyond Products;

·       solely with respect to Beta Tester's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and

·       to sublicense to third parties any claims of any patents owned or licensable by Beta Tester that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into a Beyond Product, technology or service.

Further, Beta Tester warrants that its Feedback is not subject to any license terms that would purport to require Beyond to comply with any additional obligations with respect to any Beyond Products that incorporate any Feedback.

Support

Should Beta Tester encounter any bugs, glitches, lack of functionality or other problems, please let Beyond know immediately. Beta Tester can submit its requests and issues to melody.wu@beyondapp.xyz Beta Tester's help in this regard is greatly appreciated.

During Beta Tester's participation in the Beta Testing Program, Beyond might, but is not obligated to provide Beta Tester with any maintenance, technical or other support for the Product. Beta Tester agrees to abide by any support rules and policies that Beyond provides to Beta Tester in order to receive such support.

Termination

Unless otherwise terminated as specified under this Agreement, Beta Tester's rights with respect to the Product will terminate upon the earlier of:

(a) the initial commercial release by Beyond of a generally available version of the Product; or

(b) automatic expiration of the Product based on the system date.

Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to Beta Tester under this Agreement shall immediately terminate, and Beta Tester shall immediately cease using, and will return to Beyond (or, at Beyond's request, destroy), the Product, if any, the Documentation, and all other tangible items in Beta Tester's possession or control that are proprietary to or contain Confidential Information of Beyond.

Indemnification

Beta Tester agrees to indemnify, defend and hold harmless Beyond, its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands.

These include but are not limited to: (a) legal and accounting fees resulting from Beta Tester's use of the Service; (b) Beta Tester's breach of any of these Terms; (c) anything Beta Tester posts on or uploads to the Product; and (d) any activity related to Beta Tester's account. This includes any negligent or illegal conduct by Beta Tester, any person or entity accessing the Product using Beta Tester's account whether such access is obtained via fraudulent or illegal means.

Limitation Of Liability

The Product under this Agreement is experimental and shall not create any obligation for Beyond to continue to develop, commercialize, support, repair, offer for sale or in any other way continue to provide or develop the Product either to Beta Tester or to any other party.

Beyond, its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) Beta Tester's access to or use of the Product; (ii) your inability to access or use the Product; (iii) any conduct or content of any third-party on or related to the Product; (iiv) any content obtained from or through the Product; and (v) the unauthorized access to, use of or alteration of Beta Tester's transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not Beyond has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer And Non-Waiver of Rights

Beyond makes no guarantees, representations or warranties of any kind as regards the Product and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Beta Tester's use of the Product is at Beta Tester's sole risk. The Product is provided on an "AS IS" and "AS AVAILABLE" basis. The Product is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.

Beyond, its subsidiaries, affiliates, and its licensors do not warrant that a) the Product will function uninterrupted, securely or be available at any particular time or location; b) any errors or defects will be corrected; c) the Product is free of viruses or other harmful components; or d) the results of using the Product will meet Beta Tester's requirements.

If Beta Tester breaches this Agreement and Beyond chooses not to immediately act, or chooses not to act at all, Beyond will still be entitled to all rights and remedies at any later date, or in any other situation, where Beta Tester breaches this Agreement. Beyond does not waive any of its rights. Beyond shall not be responsible for any purported breach of this Agreement caused by circumstances beyond its control. A person who is not a party to this Agreement shall have no rights of enforcement.

Beta Tester may not assign, sub-license or otherwise transfer any of Beta Tester's rights under this Agreement.

Prohibited Use

Beta Tester must not use the Product for any of the following purposes:

(a) anything unlawful or illegal or which is fraudulent or malicious or which promotes any criminal activity or provides information about the same;

(b) anything which is defamatory, harassing or threatening or which otherwise infringes or violates the rights of others. This includes any information that you may add or upload to the Product;

(c) interfering in any way with any other user of the Product; and/or

(d) knowingly introducing viruses or other malicious or harmful material or using it in connection with unsolicited communications.

Exclusions

As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to Beta Tester. Provincial laws of Canada may apply to certain products and service provided.

Governing Law

This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of Canada, as applicable.

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of this Agreement will remain in effect. This Agreement constitutes the entire agreement between Beyond regarding the Product, and supersedes and replaces any prior agreements, oral or otherwise, regarding the Product.

Modification

We reserve the right, at our sole discretion, to modify or replace this Agreement at any time.

By continuing to access or use the Product after those revisions become effective, Beta Tester agrees to be bound by the revised Agreement. If Beta Tester does not agree to the new terms, in whole or in part, please stop using the Product.

Contact Us

If Beta Tester has any questions about this Agreement, please contact us via email melody.wu@beyondapp.xyz