As a Beta Tester, the Tester will receive from the Company, Wealthor software and in future other software (Beta Testing Applications), documentation, or other materials from the Company solely for testing and evaluation purposes (“Beta Testing”). Further description and related details of the Beta Testing may be provided to the Tester at the time the Tester accesses or engages with the Beta Testing. By accessing or using the Beta Testing, the Tester agrees to be bound by this Beta Testing Agreement and accepts all of its terms. By not accepting the terms and conditions, the Tester will not be able to participate in the beta testing.
2. Acknowledgment of Beta Testing Limitations.
The Tester acknowledges that: (a) the Beta Testing Applications have not been made commercially available by the Company; (b) the Beta Testing Applications may not operate properly, be in final form or fully functional; (c) the Beta Testing Applications may contain errors, design flaws or other problems; (d) it may not be possible to make the Beta Testing Applications fully functional; (e) use of the Beta Testing Applications may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss (please back up your data); and (f) the Company has no obligation to release a commercial version of the Beta Testing Applications or otherwise introduce the Beta App. The Tester assumes all risk arising from use of the Beta Testing Applications as further stated in this Beta Testing Agreement.
3. Obligations under Third Party Agreements.
If the Tester has obligations to any third party, such as under the terms, conditions or policies of a telecommunication services provider that the Tester uses or through which the Tester purchases data services (as a non-limiting example), the Tester, and not the Company, are solely responsible for the Tester’s compliance with those requirements. By providing the Tester with access to the Beta Testing Applications, the Company does not warrant or guarantee that how the Tester may choose to use the Beta Testing Applications is allowed by any particular service provider, nor that the Tester’s use complies with any laws or regulations that may apply to the Tester’s use or purchase of any other services. The Company is not liable for the Tester’s failure to comply with any applicable local, state, national and foreign laws, treaties and regulations or any contracts, rules, policies or procedures applicable to the Tester’s activities.
4.1. License Grant. Subject to the Tester’s compliance with the terms and conditions of this Beta Testing Agreement, the Company hereby grants to the Tester a limited, nonexclusive, nontransferable, revocable license, during the Term of this Beta Testing Agreement, to access and use the Beta Testing Applications solely for the purposes of testing and evaluation, and not for general production or commercial use.
4.2. Restrictions. The Tester acknowledges that the Beta Testing Applications contain trade secrets of the Company and its licensors, and, in order to protect such trade secrets and other interests that the Company and its licensors may have in the Beta Testing Applications, the Tester agrees not to: (i) reverse engineer, decompile or disassemble the Beta Testing Applications or authorize a third party to do any of the foregoing, (ii) modify the Beta Testing Applications, (iii) distribute sell, sublicense or otherwise transfer the Beta Testing Applications, or (iv) copy the Beta Testing Applications, except as strictly necessary to use the Beta Testing Applications in accordance with the terms of Section 4.1.
The Tester agrees to (a) test the Beta Testing Applications and cooperate with the Company in evaluating the Beta Testing Applications, and (b) provide the Company with feedback as reasonably requested from time to time. All feedback, comments, and suggestions for improvements that the Tester provides to the Company hereunder are referred to collectively as “Feedback”. The Tester hereby grants the Company a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that the Tester owns or controls to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
As between the parties, the Company is the sole owner of all rights, title and interest in and to the Beta Testing Applications, including all intellectual property rights therein. The Tester will not acquire any rights or licenses in the Beta Testing Applications or the Company’s Confidential Information, except as expressly provided in Section 4.1 of this Beta Testing Agreement.
7.1. For purposes of this Beta Testing Agreement, “Confidential Information” means all information disclosed on or after the Effective Date by the Disclosing Party (the company) to the Receiving Party (the Tester), whether disclosed orally, in writing or accessed in written, electronic or other form and whether or not marked, designated or otherwise identified as “confidential” including, without limitation: forecasts, budgets, sales figures, financial results, business, marketing, development and other commercial strategies; the Disclosing Party’s unpatented inventions, trade secrets, know-how, unpublished patent applications, designs, source code, object code, schematics, drawings and protocols. The Tester agrees: (i) to maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; and (iii) not to use any Confidential Information for any purpose except for the purpose of testing and evaluating the Beta Testing Applications in accordance with this Beta Testing Agreement.
7.2. The obligations and restrictions in Section 7.1 will not apply to any information or materials that: (a) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Tester; (b) were rightfully known by the Tester prior to the disclosure of such information or materials from the Company; (c) are rightfully acquired by the Tester from a third party who has the right to disclose such information or materials without breach of any obligation of confidentiality or restricted use to the Company; or (d) are independently developed by the Tester without access to any Confidential Information.
7.3. Upon termination of this Beta Testing Agreement, or earlier upon the Company’s request, the Tester will promptly return to the Company, or, at the Company’s option, destroy, all tangible items and embodiments containing or consisting of Confidential Information and all copies thereof. All Confidential Information remains the sole and exclusive property of the Company.
7.4. The Tester agrees that any breach of this Beta Testing Agreement by the Tester may result in irreparable harm to the Company, for which damages would be an inadequate remedy and therefore, in addition to its rights and remedies otherwise available at law, the Company shall be entitled to seek equitable relief, including injunction, in the event of such breach.
The Company reserves the right to modify or terminate the Beta Testing, this Beta Testing Agreement, or the Tester’s use of the Beta Testing Applications, or to limit or deny access to the Beta Testing Applications, at any time, in its sole discretion, for any reason, with or without notice and without liability to the Tester. This Agreement may be terminated at any time by either party, provided that such consent to terminate is in writing and signed. Upon any termination, discontinuation or cancellation of the Beta Testing Applications, this Beta Testing Agreement or the Tester’s access, the following sections of this Beta Testing Agreement will survive: 2-3, 4.2, 5-7, 9-17.
Any amendment to this Agreement must be in writing and signed by both Parties to be valid and binding.
Each of the paragraphs contained in this Agreement is unique and severable. In the event that any Section, provision or part of this Agreement is declared invalid, illegal or unenforceable, the remaining parts of this Agreement shall remain in full force and effect and such declaration shall not affect the validity or enforceability of any other parts of this Agreement.
11. Governing Law and Forum.
This Agreement shall be governed by and constructed in accordance with the laws of Siegburg, Germany and the federal laws applicable therein. Any disputes arising from this Agreement or between the Parties with respect to the Services shall be resolved in a court of competent jurisdiction in the City of Siegburg.
12. Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter described in this Agreement, and supersedes and replaces in its entirety all previous agreements, communications and understandings relating to the matters referred to in this Agreement.
13. Data Protection.
Both Parties will comply with all applicable requirements of the Data Protection Laws. This clause is in addition to, and does not relieve, remove, or replace a party’s obligations under the Data Protection Laws. The Company (and any other Group Company) may hold and process, both electronically and manually, Personal Data relating to people associated with the Tester for them to provide the Services under this Agreement (if applicable) in accordance with the Data Protection Laws and any privacy notices, rules or policies notified by the Company in relation to the processing of such Personal Data. The Tester has received the “Commitment to comply with data protection requirements under the Data Protection Regulation” .
14. Warranty Disclaimers.
THE TESTER ACKNOWLEDGES THAT THE BETA TESTING APPLICATIONS ARE BEING PROVIDED “AS IS.” the Company DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. the Company MAKES NO WARRANTY THAT ANY OF THE BETA SERVICES WILL MEET THE TESTER’S REQUIREMENTS AND/OR THAT THE BETA SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES the Company MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BETA SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE BETA SERVICES. THE TESTER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE BETA SERVICES IS DONE AT THE TESTER’S SOLE RISK AND THAT THE TESTER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE TESTER’S PHONE AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
15. Limitation on Liability.
IN NO EVENT WILL THE COMPANY BE LIABLE TO THE TESTER OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS BETA TESTING AGREEMENT OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE BETA SERVICES OR FOR ANY ERROR OR DEFECT IN THE BETA SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT the Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS BETA TESTING AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Any notice to be made or given under this Agreement shall be delivered in writing and may be made by personal delivery or by electronic mail to the recipients firstname.lastname@example.org.
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