This beta program agreement (the “Agreement”) is made and entered between:
Individual entrepreneur Skurikhin Valeriy Stepanovich (the “Entrepreneur”), an individual entrepreneur under Russian Federation legislation, on the one hand, and
the “Beta-tester”, on the other hand, details of which are indicated by Beta-tester at the moment of registration in the Application and being admitted to the participation in Beta Program,
1.1 The Entrepreneur is developing a web application Tillo.App (“Application”).
1.2 The present beta program agreement is a legal document between Beta-tester and Entrepreneur for the Application identified herein, which includes or may include software, associated media, printed materials, “online” or electronic documentation, and Internet-based services. An amendment or addendum to this Agreement may accompany the Application.
1.3 Beta-tester (including its employees and(or) affiliated persons) agrees to be bound by the terms of this Agreement and(or) all the relevant terms, conditions and policies by accepting these terms in electronic form and(or) by installing, copying, or otherwise using the Application and(or) by installing or using its amended versions.
1.4 The Beta-tester has welcomed Entrepreneur’s invitation to use the Application. Entrepreneur’s intention is to use the feedback and learnings from Beta-tester and other early users to design the next versions of the Application. Based on user feedback, the Application is continuously being enhanced, updated, refined and designed. Beta-tester’s input is valuable to Entrepreneur and Entrepreneur will ask Beta-tester for feedback on the work in progress.
1.5 This Agreement explains the Entrepreneur’s obligations and Beta-tester’s (including its employees and(or) affiliated persons) obligations as an early user of the Application.
2.1 The purpose of the Beta Program (“Beta Program”) is to make alpha, beta, seed, and other pre-release software, pre-release services, and related documentation, materials, and information (collectively, the “Application”) available to Beta Program participants from time to time for the purpose of providing Entrepreneur with feedback on the quality and usability of the Application.
2.2 As part of the Beta Program, Entrepreneur will provide Beta-tester with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports and(or) support information (collectively, “Feedback”) to Entrepreneur. Entrepreneur may request this information from Beta-tester through the seeding tools as well as by email, web questionnaires, bug forms, telephone and(or) skype conversation and other mechanisms in the automatic and(or) non-automatic mode. By agreeing to this Agreement, Beta-tester agrees that Entrepreneur may contact Beta-tester from time to time about the Beta Program, and Beta-tester hereby consents to receive such communications. Except as otherwise set forth herein, Beta-tester agrees that in the absence of a separate written agreement to the contrary, Entrepreneur will be free to keep and use any Feedback Beta-tester provides.
2.3 The Beta-tester confirms that due to his participation in the Beta Program the are no obligations for the Entrepreneur to provide Beta-tester any preliminary or other versions of the Application.
If Entrepreneur makes a change to this Agreement that, in its sole discretion, is material, he shall you via an Application update or letter to the email address and(or) mobile phone number associated with your account. By continuing to access and(or) use the Application and(or) installing the new version of the Application after those changes become effective, you agree to be bound by the revised Agreement.
2.4 By participating in the Beta Program, Beta-tester certifies that it (and(or) its employees and(or) affiliated persons) is legally permitted to join the Beta Program according to the applicable legislation and accept all the relevant terms of the present Agreement and other relevant documents.
2.5 Unless otherwise agreed or permitted by Entrepreneur in writing, Beta-tester cannot share and(or) transfer Application to any third parties, its parts or other materials Beta-tester received from Entrepreneur in connection with being a Beta Program participant.
2.6 During Beta-tester’s participation in the Beta Program or in a particular seed, Entrepreneur is not obligated to provide Beta-tester with any maintenance, technical or other support for the Pre-Release Software.
3.1 The Application is free to use for Beta-tester during the Beta program stage according to the present Agreement and only for the purpose of Beta Program.
4.1 The ID and password (and(or) other data or registration information) Beta-tester uses to login as a Beta Program participant cannot be shared in any way or with any one. Beta-tester is responsible for maintaining the confidentiality of its ID and password (and(or) other data or registration information) and for any activity in connection with its account. Notwithstanding the restrictions herein, Beta-tester may allow such its employees to share Beta-tester’s ID and password (and(or) other data or registration information) for their use in connection with the Beta Program solely under Beta-tester’s supervision and only in accordance with this Agreement. Beta-tester is responsible for such employee’s compliance with and violations of this Agreement, any other agreements or other applicable legislation.
4.2 It is Beta-tester’s responsibility to keep its ID and password (and(or) any other registration information) safe. Beta-tester should notify Entrepreneur as soon as possible if he becomes aware of any misuse of its ID and(or) password (and(or) any other registration information), and immediately change its password.
9.1 Entrepreneur is constantly developing and improving the Application. In the circumstances, Entrepreneur reserves the right to change or discontinue, temporarily or permanently, the Application at any time without notice. Beta-tester agrees that Entrepreneur will not be liable to him or any third party for any such modification or discontinuance.
9.2 Entrepreneur reserves the right to alter features or other characteristics of any version of the Application that it released but is under no obligation to do so.
10.1 Entrepreneur will use its best endeavors to make the Application available 24 hours a day, 7 days a week, excluding times during which Entrepreneur experiences unforeseen faults or there is planned downtime, internet service interruptions or unavailability due to causes beyond Entrepreneur’s reasonable control, including, without limitation, acts of god, fires, storms, floods, earthquakes, riot, acts of war, civil unrest or intervention of any governmental authority.
10.2 Entrepreneur will use its best endeavors to provide Beta-tester with reasonably advanced notice of planned downtime, and to schedule planned downtime during off peak hours.
11.1 Entrepreneur receives various types of information from Beta-tester when it uses the Application. Entrepreneur makes every effort to protect any information received by it. Despite such undertaking, it is possible for internet-based communications to be intercepted.
12.1 Notwithstanding Beta-tester’s use of the Application, Beta-tester retains ownership in relation to the content and data submitted to the Application (“Beta-tester’s Content”), except for the rights that will enable Entrepreneur to facilitate Beta-tester’s use of the Application. For this purpose, by signing of this Agreement Beta-tester grants to Entrepreneur a non-exclusive, royalty-free license to use, store, reproduce and display Beta-tester’s Content as is reasonably necessary to facilitate Beta-tester’s use of the Application.
12.2 Entrepreneur will access Beta-tester’s Content as and when necessary in order to analyze how and for what purpose Beta-tester is using the Application or to prevent or address technical faults. Nevertheless, Entrepreneur shall maintain appropriate administrative, physical and technical safeguards in order to protect the security and confidentiality of Beta-tester’s Content.
12.3 Beta-tester warrants and undertakes that
(i) its use of the Application will comply with all applicable laws and will not infringe or violate any Beta-tester’s obligations to any third party;
(ii) its Content will not infringe or violate applicable laws or the rights of any third party;
(iii) it possesses all rights, consents and permissions to submit Beta-tester’s Content to the Application;
(iv) if Beta-tester uses the Application on behalf of any third party (including but not limited to a company or any other person), Beta-tester has all necessary authorizations and its use of the Application will not conflict with any obligations Beta-tester has to any third party;
(v) to the extent that any third parties own rights in Beta-tester’s Content submitted, Beta-tester has taken all steps to ensure that Beta-tester has the rights to submit Beta-tester’s Content to the Application for all purposes related to the Application;
12.4 Entrepreneur reserves the right, in its sole discretion, to remove, modify, prevent access to, or refuse to display Beta-tester’s Content in the event that Entrepreneur believes it violates this Agreement or the applicable law.
12.5 Use of the Application for any purpose not expressly permitted in this Agreement is prohibited. Entrepreneur reserves any rights not expressly granted in this Agreement.
(i) perform services;
(ii) notify Beta-tester of changes to the Application;
(iii) carry out training related to the Application;
(iv) comply with applicable laws and regulations;
(v) conduct research and get feedback about the Application from Beta-tester; and/or
(vi) communicate with Beta-tester.
(i) to assist Entrepreneur to better understand how its Beta-testers and(or) users, customers and(or) prospective customers are using the Application; and
(ii) to provide its Beta-testers and(or) users, customers and(or) prospective customers with further information regarding the uses and benefits of the Application;
(iii) to achieve other goals not prohibited by the applicable law.
15.1 By virtue of Beta-tester’s use of the Application and Entrepreneur’s approach of sharing ideas early in order to Beta-tester’s input, the Parties will become possessed of and will have access to information or data in whatever format which by its nature or content is identifiable as confidential and/or proprietary, or by its nature could reasonably be expected to be confidential (“Confidential Information”). Having regard for the aforegoing, the Parties require of each other strict adherence to, and respect for, the confidentiality undertakings set out in this Agreement.
15.2 Unless the relevant Party has the prior written consent of the other or unless required to do so by law, each Party will preserve the confidentiality of all Confidential Information obtained in connection with this Agreement. Neither Party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.
17.1 Entrepreneur gives no warranty about the Application.
17.2 Entrepreneur and(or) its licensors and(or) contractors make no warranty that:
(i) the Application will meet Beta-tester’s and(or) other person’s requirements,
(ii) the Application will be uninterrupted, timely or error-free,
(iii) the results that may be obtained from the use of the Application will be accurate or reliable, and
(iv) the quality will meet Beta-tester’s and(or) other person’s expectations. These difficulties may result in loss of data, personalization settings or other service interruptions. For this reason, Beta-tester agrees that, except as explicitly stated otherwise in this Agreement, the Application is provided on an “as is” and “as available” basis, without warranties of any kind. Entrepreneur (and(or) its licensors and(or) contractors) expressly disclaim all warranties of any kind as to the Application and all information and other content (including that of third parties) included in or accessible from the Application, whether express or implied, including, but not limited to, the implied warranties of fitness for a particular purpose. Entrepreneur does not assume responsibility for the timeliness, deletion, mis-delivery, or failure to store any user data, communications, or personalization settings.
18.1 Beta-tester agrees that neither Entrepreneur nor any of its licensors, suppliers, third party developers, account providers or any of their affiliates will be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, opportunity, goodwill, use, data or other intangible losses irrespective of the cause of any such damages.
18.2 Without derogating from the generality of the aforegoing, Entrepreneur will not be responsible and(or) liable for:
(i) any interruption, malfunction, downtime or other failure of the Application for whatever reason;
(ii) any loss or damage in respect of data, directly or indirectly, caused as a result of any malfunction of the Application or related database system or network, unlawful access to or theft of data, computer viruses or destructive code on the Application or related database, system or network, programming defects or negligence;
(iii) the deletion, adjustment, damage or loss of Beta-tester’s Content as a result of Beta-tester’s error;
(iv) any loss and(or) damage from Beta-testers (and(or) its employees or affiliated persons) failure to comply with point 4.1 and(or) 4.2 herein,
(v) any damages the Beta-tester or any third party may suffer as a result of the transmission of confidential or personal information that Beta-tester submits through the internet, or for any errors or any changes made to any transmitted information,
(vi) any damage or loss caused or alleged to be caused by or in connection with Beta-tester’s access or use of any such Other Products, or Beta-tester’s reliance on the privacy practices or other policies of such Other Products.
(vii) or any other event over which Entrepreneur has no direct control.
19.1 The Entrepreneur reserves the right to modify the present Agreement and(or) terms, conditions, and policies of this Beta Program from time to time, and to revoke in its sole discretion Beta-tester’s participation in this Beta Program or refuse to permit use of the Application for any or no reason whatsoever, at any time without any liability. The Entrepreneur shall notify Beta-tester about any of the relevant changes via an Application update or letter to the email address associated with Beta-tester’s account (and(or) indicated at the moment of registration or provided to the Entrepreneur by any Beta-tester’s duly authorized representative) and(or) via mobile phone number associated with Beta-tester’s account (and(or) indicated at the moment of registration or provided to the Entrepreneur by any Beta-tester’s duly authorized representative). By continuing to access and(or) use the Application and(or) installing the new version of the Application after those changes become effective, Beta-tester agrees to be bound by the revised terms, conditions, and policies.
19.2 Without limiting the forgoing, Entrepreneur may terminate Beta-tester’s license and preclude Beta-tester from accessing and using the Application:
(i) if Beta-tester fails to comply with this Agreement;
(ii) if Beta-tester uses the Application in a way that creates or could create liability for Entrepreneur;
(iii) if Beta-tester hinders use of the Application by another user;
(iv) if a law enforcement, judicial body, or other government agency requests Entrepreneur to do so.
Any such termination shall be enforced in Entrepreneur’s sole discretion, and Entrepreneur will not be responsible to Beta-tester or any third party for any damages that may result or arise out of such termination.
19.3 Beta-tester may terminate this Agreement at any time by sending an email to [email protected].
20.1 Upon termination by either Beta-tester or Entrepreneur, beta-tester will no longer have access to the Application.
20.2 Every clause in this Agreement that by its nature should survive termination shall survive termination, including, without limitation, Intellectual Property, Confidentiality, Limitation of Liability, Notices and Disputes.
21.1 This Agreement contains the entire Agreement between Beta-tester and Entrepreneur in regard to the subject matter hereof. If any provision of the present Agreement shall be unlawful by the court decision, void, or for any reason unforceable, it shall not affect the validity and enforceability of any remaining provisions.
22.1 Beta-tester hereby consents to receiving notices from Entrepreneur by way of electronic communications and agrees that all notices and other communications provided to him electronically satisfy any legal requirement that such communications be in writing. Electronic communications may be via an Application update or letter to the email address associated with Beta-tester’s account (and(or) indicated at the moment of registration or provided to the Entrepreneur by any Beta-tester’s duly authorized representative) and(or) via mobile phone number associated with Beta-tester’s account (and(or) indicated at the moment of registration or provided to the Entrepreneur by any Beta-tester’s duly authorized representative).
22.2 All notices to Entrepreneur shall be addressed [email protected], [email protected].
23.1 Entrepreneur wants Beta-tester to have an exceptional experience with Entrepreneur and Entrepreneur therefore encourages Beta-tester to contact Entrepreneur in case of any concern or any difficulties when using the Application. Entrepreneur will do its utmost to resolve any issue.
23.2 In the event that the Parties are unable to reach a resolution and formal proceedings are required, Beta-tester and Entrepreneur agree that this Agreement shall be governed by and construed in accordance with the law of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (‘SIAC Rules’) for the time being in force which rules are deemed to be incorporated by reference into this clause. The law of the arbitration shall be the International Arbitration Act 1994, Singapore (Cap 143A). The language of the arbitration shall be English. The place of arbitration shall be Singapore.
ENTREPRENEUR’s contact details:
Address: Apt. 81, H. 3, Dargomyzhskogo st., Novosibirsk, Russia
State registered number (OGRNIP) 304540236300311
Tax identification number (INN) 540219918591]
E-mail: [email protected]
Date of Last Revision: 6 February 2020