BETA PROGRAM AGREEMENT
This Beta Program Agreement (“Agreement”) is entered into between Dsruptive Subdermals AB (“DSruptive”) and the recipient applying for enrollment in the Beta program (“Recipient”) as of the effective payment date of the Beta program fee.
- The Recipient is being granted rights under this Agreement for the purpose of testing and providing input and other Feedback to DSruptive regarding one or more of DSruptive’s proprietary, non-commercially available hardware, hosted software applications, application platform interfaces, services, features and/or functionalities (“Beta product”).
- The Recipient agrees that it will at all times hold in strict confidence and not disclose Confidential Information (as defined below) to any third party except as approved in writing by DSruptive and will use the Confidential Information for no purpose other than evaluating the Beta product. The Recipient shall only permit access to Confidential Information to those of its employees having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.
- The Recipient’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when the Recipient can document that:
- it was in the public domain at the time it was communicated to the Recipient;
- it entered the public domain subsequent to the time it was communicated to the Recipient through no fault of the Recipient;
- it was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient;
- it was rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was communicated to the Recipient; or
- it was developed by employees or agents of the Recipient who had no access to any information communicated to the Recipient. After Recipient’s evaluation of the Beta product is complete, or upon request of DSruptive, the Recipient shall promptly return to DSruptive all documents, notes and other tangible materials and return or certify the destruction of all electronic documents, notes, software, data, and other materials in electronic form representing the Confidential Information and all copies thereof.
- The Recipient agrees that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right. The Recipient shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information or the Beta product. The Recipient will not modify, reverse engineer, decompile, create other works from, or disassemble any hardware or software contained in the Confidential Information or the Beta product.
- The Recipient acknowledges and agrees that:
- the Beta product is not an official product and has not been commercially released for sale by DSruptive;
- the Beta product may not operate properly, be in final form or fully functional;
- the Beta product may contain errors, design flaws or other problems;
- it may not be possible to make the Beta product fully functional;
- the information obtained using the Beta product may not be accurate and may not accurately correspond to information extracted from any database or other source;
- use of the Beta product may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss;
- DSruptive is under no obligation to release a commercial version of the Beta product; and
- DSruptive has the right unilaterally to abandon development of the Beta product, at any time and without any obligation or liability to Recipient. The Recipient acknowledges and agrees that it should not rely on the Beta product for any reason. The Recipient is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Beta product. The Recipient will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Recipients’s use of the Beta product.
- Upon reasonable request by DSruptive, the Recipient agrees to provide suggestions, enhancement requests, and recommendations (individually and collectively, “Feedback”) regarding the Beta Product. Feedback shall include informing DSruptive about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Beta Product. DSruptive may contact the Recipient and the Recipient agrees to make available a reasonable amount of time to discuss the Beta Product with DSruptive if so requested. DSruptive may, without restriction or fee use, modify and incorporate this Feedback into the Beta Product and other DSruptive products and/or services without any restriction and without any payment.
- The Beta product and documentation are provided “as is” without warranty of any kind, and DSruptive and its licensors disclaim all warranties, express, implied, or statutory, including without limitation any implied warranties of title, non-infringement of third party rights, merchantability, or fitness for a particular purpose. No oral or written advice or consultation given by DSruptive, its agents or employees will in any way give rise to a warranty. The entire risk arising out of the use or performance of the beta product remains with the Recipient.
- DSruptive and its licensors shall not be liable for loss of use, lost profit, cost of cover, loss of data, business interruption, or any indirect, incidental, consequential, punitive, special, or exemplary damages arising out of or related to the beta product or this agreement, however caused and regardless of the form of action, whether in contract, tort (including negligence) strict liability, or otherwise, even if such parties have been advised of the possibility of such damages. In no event will DSruptive’s aggregate cumulative liability for any claims arising out of or related to this agreement exceed SEK 1.500 or the amount the Recipient actually paid DSruptive under this agreement (if any).
- The Recipient’s obligations under this Agreement shall survive any termination of this agreement. This Agreement shall be governed by and construed in accordance with the laws of Sweden. The Recipient hereby agrees that breach of this Agreement will cause DSruptive irreparable damage for which recovery of damages would be inadequate, and that the
DSruptive shall therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. The Recipient will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the DSruptive.
- Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be Swedish or English.
I, the Recipient, agree that the data collected using the Beta product is relevant for the participation of the Beta program.
I consent to having Dsruptive Subdermals AB store the information added and collected in the smartphone app, in interviews, questionnaires and other ways of gathering Feedback so they can improve the Beta product.
I agree to the terms for participation in the Beta program stated in this agreement by paying the Beta program fee.