Beta test agreement
BETA TEST PARTICIPANT AGREEMENT
This Beta Participant Agreement (“Agreement”) is made and entered into between you (“Participant”) and Tired Of Cancer BV (“ToC”), and is effective as of the date of acceptance by the Participant.
ToC is a company under Dutch law and compliant to European mHealth Guidelines. Established at Lucas Bolwerk 6, 3521EG Utrecht, The Netherlands.
Participant is an individual that desires to participate in “beta testing”, which provides access to the Untire App currently in development by ToC. ToC wishes to obtain the benefit of Participant’s services and reports as a beta tester of the Untire App.
ToC is of the opinion that the protection of data of its users is of the utmost importance. Your personal data, which concerns all data that can be used to directly or indirectly identify you, is therefore carefully handled and protected. When processing data, ToC observes the Dutch Personal Protection Data Act and other privacy legislation like the General Data Protection Regulation (GDPR), issued by the European Union. If you have any questions regarding your data or privacy protection, you can contact us via firstname.lastname@example.org.
In consideration of the premises, and of the mutual covenants and conditions, the parties agree to the following terms and conditions:
1. Beta Test Material
Each material or service listed on Exhibit A and all components, accessories, and documentation related to each such Beta Test Material and/or technology provided by ToC including, but not limited to, specifications and other technical information, and all updates or revisions thereto, shall be referred to in the following provisions as the “Beta Test Material.” The parties hereto agree that Participant shall be a beta tester for those Beta Test Materials and services set forth on Exhibit A, as may be amended from time to time by ToC.
ToC hereby grants Participant a non-exclusive, non-transferable consent and license to use each Beta Test Material solely for the purpose of evaluating and testing the Beta Test Material for ToC as described in Exhibit A. The Beta Test Material may not be publicly disclosed, sublicensed, sold, assigned, leased, loaned, or otherwise transferred by Participant to any third party for any reason.
3. ToC’s Obligations
- ToC will deliver the Beta Test Material to Participant at ToC’s expense.
- ToC will provide the support or warranty service for the Beta Test Material described in Exhibit A and no other support or services.
- ToC has no obligation to develop or provide any updates or revisions to the Beta Test Material, and ToC reserves the right to alter or adjust performance specifications for the Beta Test Material as it deems necessary or desirable.
4. Participant’s Obligations
- Participant agrees to test and evaluate the Beta Test Material as requested and described in Exhibit A. Participant agrees to familiarize itself with the Beta Test Material information provided by ToC and to only use or test the Beta Test Material as directed. Participant will notify ToC of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Beta Test Material known to or discovered by Participant. In addition, Participant agrees to provide ToC with such reports via the methods designated by ToC and to promptly respond to any and all reasonable inquiries, questionnaires, surveys and other test documents submitted to Participant by ToC.
- If Participant is a company or other entity, Participant shall designate to ToC, in writing, an employee or representative who will serve as the single technical contact at the Beta site for the Beta Test Material, and who will be responsible for maintaining communication with the ToC Beta site team on a regular basis. In addition, the Beta site address, where Participant will test the Beta Test Material, will be given to ToC in writing. If Participant changes either its technical contact person or Beta site address, it will promptly notify ToC in writing of such change.
- Any feedback, ideas, modifications, suggestions, improvements, and the like made by Participant with respect to the Beta Test Material (“Supportive Information”) will be the property of ToC. Participant agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Supportive Information and the related intellectual property rights to ToC and agrees to assist ToC, at ToC’s expense, in perfecting and enforcing such rights. ToC may disclose or use Supportive Information for any purposes whatsoever without any obligation to Participant.
- Participant agrees to pay all incidental costs (such as, costs for Internet and phone services, accessories, cabling, etc.) associated with the testing of the Beta Test Material and incurred during Participant’s possession of the Beta Test Material, unless otherwise agreed to in writing by both parties and described in Exhibit A.
5. Proprietary Rights; No Right to Copy, Modify, or Disassemble.
- The Beta Test Material provided by ToC and all copies thereof, are proprietary to and the property of ToC. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents, and other intellectual property rights in or associated with the Beta Test Material are and will remain in ToC and Participant shall have no such intellectual property rights in the Beta Test Material.
- Participant may not copy or reproduce the Beta Test Material without ToC’s prior written consent, except as reasonably needed to perform its obligations hereunder and subject to the following restrictions. Participant may not copy or reproduce any software or documentation provided by ToC, without ToC’s prior consent, except as is reasonably needed to perform Participant’s obligations under this Agreement. Each copy of software or documentation made by Participant must contain ToC’s proprietary and copyright notices in the same form as on the original. Participant shall not remove or deface any portion of any legend provided on any part of the Beta Test Material.
- Participant agrees to secure and protect the Beta Test Material and all copies thereof in a manner consistent with the maintenance of ToC’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.
- Participant shall not reverse engineer, alter, modify, disassemble or decompile the Beta Test Material, or any part thereof, without ToC’s prior written consent.
6. Disclaimer of Warranty
By its nature, the Beta Test Material may contain errors, bugs, and other problems that could cause system failure and the testing and quality assurance of the Beta Test Material may not yet be completed. Because the Beta Test Material is subject to change, ToC reserves the right to alter the Beta Test Material at any time, and any reliance on the Beta Test Material is at Participant’s own risk. PARTICIPANT ACCEPTS THE BETA TEST MATERIAL “AS IS.” TOC MAKES NO WARRANTY OF ANY KIND REGARDING THE BETA TEST MATERIAL. TOC HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS.
7. Term and Termination
- The term of this Agreement shall begin on the date set forth above (or, if no date is given, then the date both parties accept this Agreement by written signature) and shall continue until terminated as set forth below.
- This Agreement may be terminated at any time for any reason by either party giving ten days prior written notice to the other party, subject to Section 7, paragraph C below. A particular Beta Test Material Agreement shall automatically terminate upon the general release to the public of the final product derived from the Beta Test Material by ToC, or sooner upon ten days prior written notice by either party. The parties acknowledge that ToC is under no obligation to release any final product or Beta Test Material to the public.
- Upon termination of this Agreement or a particular Beta Test Material Agreement, Participant agrees to (a) delete the Beta Test Material and all copies thereof, if requested by ToC in writing to do so, within seven days after such termination, or (b) if requested by ToC to do so, certify to ToC in writing that the Beta Test Material and all copies thereof have been deleted. The provisions of, and the obligations of the parties under, Sections 3, 4, 5, 6, 7, 8, 9 and 10, and any other provisions that would normally survive, shall survive the termination of this Agreement.
8. Limitation of Liability
IN NO EVENT SHALL TOC BE LIABLE TO PARTICIPANT OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE BETA TEST MATERIAL OR THE TRANSACTIONS CONTEMPLATED HEREIN.
A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
Participant agrees not to assign any rights under this Agreement; any attempted assignment shall be null and void and shall result in the termination of this Agreement. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
- This Agreement shall be governed by the laws of the Netherlands in which ToC is organized.
- Unless dictated otherwise by mandatory law, all disputes arising in connection with this agreement shall be brought before the competent Dutch court for the principal place of business of ToC.
- A finding that any particular provision of this agreement is legally void shall not affect the validity of the entire agreement. In such a case the parties shall determine a replacement provision that is legally valid and approximates the intent of the offending provision as much as possible.
Section 1: Description of Manufacturer Beta Test Material(s) to be Tested:
- The Untire App
Section 2: Additional Terms and Conditions for the Beta Test:
The content of the Untire App is for educational and informational purposes only and is not intended to be a substitute for professional medical advice, diagnosis, or treatment. TOC recommends that you seek the advice of your physician or other qualified health-care professionals with any questions you might have regarding your cancer or cancer-related fatigue. Make sure that any somatic causes (such as anemia or thyroid problems) are ruled out or are being treated.