BETA TEST AGREEMENT
PLEASE READ THIS BETA AGREEMENT AND OUR PRIVACY POLICY CAREFULLY. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. EXCEPT AS SPECIFICALLY IDENTIFIED HEREIN, THIS AGREEMENT DOES NOT SUPERCEDE ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND YUUGUU LIMITED.
This Beta Test Agreement (the "Agreement") is made between Yuuguu Limited, a company incorporated under the laws of England and Wales with registered number 05581789 and with its registered office at Unit 12, Enterprise House, Manchester Science Park, Lloyd Street North, Manchester, M15 4EN, YUUGUU LIMITED ("Yuuguu") and you ("Beta Customer") for the purpose of testing the beta product in which this agreement is included, which for purposes of this agreement shall be referred to as the "Beta Product". The terms and conditions of this Agreement are intended by the parties as a final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement unless such agreement is signed by both parties. In the absence of such an agreement, this Agreement shall constitute the complete and exclusive statement of the terms and conditions and no extrinsic evidence whatsoever may be introduced in any judicial proceeding, which may involve the Agreement. This Agreement may not be modified except by a writing duly executed by both parties’ authorized representatives.
1. NATURE OF AGREEMENT.
The Beta Product is a release of a Yuuguu product that is not generally available for distribution at the time it is shipped to Beta Customer and is not intended for use in a production environment. The Beta Product shall be used by Beta Customer for testing and evaluation purposes and within the parameters as mutually determined by the parties (the "Beta Test"). The purpose of the Beta Test shall be to facilitate the early commercial availability of the Beta Product and to obtain information about Beta Customer’s experience with such. Upon termination of this Agreement, Beta Customer shall be automatically upgraded to the generally available Beta Product.
2. EVALUATION.
Yuuguu hereby grants to Beta Customer a license to test and evaluate the Beta Product on the terms and subject to the conditions of this Agreement. Notwithstanding the terms of any existing non-disclosure or confidentiality agreement between Beta Customer and Yuuguu, in consideration for receiving a copy of the Beta Product for testing and evaluating the Beta Product, Beta Customer agrees to inform Yuuguu of all problems and ideas for enhancements which come to Beta Customer’s attention during the period of this Agreement, and hereby assigns to Yuuguu all right, title and interest to such ideas and enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
3. TERM AND TERMINATION.
This Agreement shall become effective upon Beta Customer’s acceptance of the Agreement and installation of the Beta Product, and will continue until the date Yuuguu makes the Beta Product generally available to the public; provided, however, either party may terminate this Agreement at will before that date. To opt-out of our email program, send an email to support@yuuguu.com
4. RESERVATION OF RIGHTS.
Yuuguu retains all right, title and interest in the Beta Product(s) and in all materials delivered in connection with such. Beta Customer has no rights other than those granted in this Agreement.
5. CONFIDENTIAL INFORMATION.
"Confidential Information" shall be defined to include the Beta Product, any software, source code, object code, documentation, Beta Test results, and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by Yuuguu to Beta Customer under this Agreement. Beta Customer shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect such from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. Beta Customer shall promptly notify Yuuguu of any known unauthorized use or disclosure of the Confidential Information and will cooperate with Yuuguu in any litigation brought by Yuuguu against third parties to protect its proprietary rights. Beta Customer may not permit a third party access to, or use of, the Confidential Information without Yuuguu’s prior written authorization. Beta Customer expressly agrees not to disclose to persons in its own organization who do not have a need to know the existence or contents of (i) the Beta Product(s); (ii) the Beta Test and its results, or (iii) this Agreement. Beta Customer's reports must be marked "Yuuguu Confidential".
6. DISCLAIMERS & LIMITATIONS OF LIABILITY.
A. The design of the Beta Product may be changed prior to general availability from Yuuguu without notice, and Yuuguu does not guarantee that compatibility of Beta Customer's system can or will be maintained with subsequent versions of Beta Product or Product, that may become generally available from Yuuguu. Yuuguu reserves the right to withdraw any Beta Product from Beta Testing and never release it as a commercial product.
B. THE BETA PRODUCTS AND TECHNICAL SUPPORT (IF ANY) ARE PROVIDED "AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Beta Customer remains solely responsible for the design of Beta Customer's system and Beta Customer's results.
C. IN NO EVENT WILL YUUGUU BE LIABLE FOR ANY DAMAGES UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY BETA CUSTOMER BASED ON A THIRD PARTY CLAIM.
D. The Beta Product may not be at the level of performance, compatibility or safety of generally available products. Beta Customer understands and agrees that Yuuguu makes no representation or warranties regarding use of the Beta Product. Beta Customer shall have sole responsibility for adequate protection and backup of its data or equipment used in connection with the Beta Product and Beta Customer shall not claim against Yuuguu for lost data, re-run time, inaccurate input, work delays or lost profits resulting from the use of the Beta Product.
7. GENERAL.
This Agreement will be governed by and construed under the laws of England and Wales. Any disputes which arise between the parties concerning this Agreement shall be determined by the English Courts and the parties hereby submit to the exclusive jurisdiction of the English Courts for such purpose.. Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by the other party, which waiver shall be effective only with respect to the specific obligation described therein. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. The parties confirm their intent not to confer any rights on third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
By clicking on the "I ACCEPT" button when you have reviewed the user license following product download, You acknowledge having read the Agreement before accepting it, having the authority to accept the Agreement on behalf of the Beta Customer, and being eighteen (18) years of age or older.