BETA TEST AGREEMENT
This Beta Test Agreement (the “Agreement”) by and between Inspiration Anywhere, Inc., an Illinois Corporation, d/b/a Ultimate Love and Passion (“Company”) and the undersigned user, (“User”), an individual residing at the under specified address is entered into as of the date last written below (“the Effective Date”).
This Agreement consists of this signature page and the following attachments which are incorporated in this Agreement by this reference:
1. Beta Test Agreement Terms and Conditions
2. SCHEDULE A: Products
3. SCHEDULE B: Beta Test Site, Test Schedule and Test Obligations
This Agreement sets forth the terms and conditions for the beta use, test and support of certain Company products by User prior to formal product release. This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. This Agreement may only be modified by a written document executed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed. Each party warrants and represents that its respective signatories whose signatures appear below have been and are, on the date of signature, duly authorized to execute this Agreement.
BETA TEST AGREEMENT TERMS AND CONDITIONS
1. DEFINITIONS
(a) “Product” means the Company product(s) specified in Schedule A attached hereto, including Software, if any, and Documentation.
(b) “Beta Test Period” mean the period of time set forth in Schedule B during which testing of and adjustments to the Product contemplated hereunder will be undertaken.
(c) “Software” means the computer programs provided online as part of a Product as specified in Schedule A.
(d) “Documentation” means such supporting written materials as Company may in its discretion provide to User in connection with their use of a Product.
2. SCOPE
This Agreement sets forth the terms and conditions for the beta use, test and support of certain Company products prior to formal product release.
3. OBLIGATIONS OF USER
(a) Testing. During the Beta Test Period, User agrees to test the program set forth in Schedule B hereto. User also agrees to use such special and non-standard operating procedures as may be reasonably required by Company to accomplish testing of the Product.
(b) Contacts. The User Contact designated on attached Schedule B shall provide to the Beta Coordinator designated on attached Schedule B, written and oral feedback within the specified time period.
(c) Error Notice. Users Product Manager shall notify Company of any failure, error or other malfunction of any part of the Product within twenty-four (24) hours of such occurrence.
(d) Modifications. Except as otherwise specified in this Agreement or at the written direction of Company, User shall not alter or modify any Product during the Beta Test Period without Company’s prior written approval.
(e) Access. During the Beta Test Period, Company will grant User full and free access to the Product to allow User to perform under this Agreement at such reasonable times as may be required by User.
(4. OBLIGATIONS OF COMPANY
(a) Delivery. Company agrees that Company, or a third party designated by Company, will deliver the Product to User within a reasonable time after execution of this Agreement by both parties, or at a time otherwise agreed in writing by Company.
(b) Technical Assistance. Company will provide User such technical assistance as Company may deem necessary to properly operate the Product at the beta test site.
(c) Modifications. During the Beta Test Period, Company will undertake to make such modifications and improvements to the Product as deemed appropriate by Company and provide the same to User at no cost; provided, however, Company is not obligated to make any modifications or improvements.
5. DISCLAIMER OF WARRANTY
THE PRODUCT (INCLUDING THE SOFTWARE, IF ANY, AND DOCUMENTATION) IS PROVIDED HEREUNDER “AS IS”. COMPANY MAKES AND USER RECEIVES NO WARRANTIES IN CONNECTION WITH THE PRODUCT, OR MODIFICATIONS OR IMPROVEMENTS THERETO, DELIVERED HEREUNDER, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION BETWEEN COMPANY AND USER. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
6. OWNERSHIP AND SOFTWARE LICENSE
(a) Ownership. User acknowledges that the Product is loaned to User for beta testing and that Company retains ownership of all right, title and interest to the Product, the Product design and Documentation, and the intellectual property rights therein and thereto (including without limitation, all patent rights, design rights, copyrights and trade secret rights). User agrees not to (i) copy, modify, or reverse engineer the Product hardware or design, make derivative works based upon the Product, or use the Product to develop any products, without Company’s prior written approval or (ii) sell, license, rent, or transfer the Product to any third party. Company hereby reserves, and User hereby agrees, that Company shall have a security interest in the Products delivered under this Agreement. If requested by Company, User agrees to execute and deliver financing statements or any other instruments, recordings or filings deemed necessary by Company to protect and preserve its right, title and interest in and to the hardware Products under applicable law.
(b) Software License Grant. Company hereby grants to User and User accepts a personal, non-transferable, non-exclusive license to use the Software subject for the Beta Test Period solely for the purpose of testing and evaluating the Software subject to the following restrictions: (i) no copies of Software are made.
(c) Modifications. User hereby assigns to Company, Users entire right, title and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any modifications or improvements to the Products which User may propose or make during the Beta Test Period or which User and Company may jointly make during the Beta Test Period.
7. TERMINATION
This Agreement may be terminated immediately by either party through written notice if either party breaches any of the material provisions of this Agreement and fails to remedy such breach within thirty (30) days after written notification by the other party of such breach.
Notwithstanding the foregoing, this Agreement may be terminated immediately by Company in the event of Users breach of Section 6, Ownership and Software License, or Section 10, Confidential Information.
Upon termination of this Agreement, User shall immediately cease use of the Product and shall, at its expense, return to Company all Proprietary Information and data (including all copies thereof) then in User’s possession or custody or control, and certify in writing as to such action.
8. CONFIDENTIAL INFORMATION
User acknowledges that, in the course of using the Products and performing its duties under this Agreement, it may obtain information relating to the Products and to Company which is of a confidential and proprietary nature (“Proprietary Information”). Such Proprietary Information may include, but is not limited to, trade secrets, know how, invention techniques, processes, programs, schematics, software source documents, data, Customer lists, financial information, and sales and marketing plans or information which User knows or has reason to know is confidential, proprietary or trade secret information of Company. User shall at all times, both during the term of this Agreement and for a period of at least three (3) years after its termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than as expressly authorized by Company under this Agreement, nor shall User disclose any such Proprietary Information to third parties without Company’s written consent. User further agrees to immediately return to Company all Proprietary Information (including copies thereof) in User’s possession, custody, or control upon termination of this Agreement at any time and for any reason. The obligations of confidentiality shall not apply to information which (i) has entered the public domain except where such entry is the result of Users breach of this Agreement; (ii) prior to disclosure hereunder was already in User’s possession; or (iii) subsequent to disclosure hereunder is obtained by User on a non-confidential basis from a third party who has the right to disclose such information to the User.
Neither party shall disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of the other party. Any press release or publication regarding this Agreement is subject to prior review and written approval of the parties.
9. GENERAL
(a) The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Illinois, United States of America, as of performed wholly within the state and without giving effect to the principles of conflict of law.
(b) No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement.
(c) User shall not assign, in any manner, its right, obligation or interest in or under this Agreement without the prior written consent of Company.
(d) In the event of a breach, the breaching party will pay to the other party any reasonable attorneys’ fees and other costs and expenses incurred by such other party in connection with the enforcement of any provisions of this Agreement.
(e) All notices required or permitted under this Agreement will be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed telex or facsimile (followed by the actual document in air mail/air courier); (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) two (2) days after deposit with a commercial express air courier specifying next day delivery, with written verification of receipt. All communications will be sent to the addresses set forth in the cover sheet of this Agreement, or to such other address as may be designated by a party by giving written notice to the other party pursuant to this paragraph.
(f) Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
(g) This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.
SCHEDULE A
PRODUCT(S)
Beta Release for Ultimate Love and Passion website.
SCHEDULE B
TEST SCHEDULE AND TEST OBLIGATIONS DESIGNATED USER CONTACT AND DESIGNATED BETA COORDINATOR
TEST SCHEDULE
The current plan is for a beta testing period beginning April 26, 2017 and ending April 30, 2017.
TEST RESULTS AND REPORTING
Company will administer the Beta testing process. This includes gathering information for the purpose of site selection, management of ongoing communication with the Beta site and collection and analysis of testing results
BETA TEST OBLIGATIONS
The user is expected to perform comprehensive testing of ultimateloveandpassion.com. This includes using tools and features in all major feature sets of ultimateloveandpassion.com including the dating area, webinar area, on-demand learning area, coaching area and store.
The user is expected to report all testing results to Company including defect reports, product failures, etc. The user will also be expected to complete additional forms and surveys to characterize their experience with ultimateloveandpassion.com during Beta, as may be reasonably requested by Company during Beta. The user will also participate in one zoom-based meeting to express their feedback on the site.
The user is expected to commit sufficient time to this Beta to meet the testing and reporting requirements above.
