NEATTUCK

 

APP BETA TESTING AGREEMENT

 

 

PLEASE READ THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE BY

CLICKING THE "I have read the Terms and Conditions provided in the link

above and accept them."; CHECK BOX IN THE SUBMISSION FORM. CLICKING

THAT CHECK BOX MEANS THAT YOU ARE BOUND BY THE TERMS OF THIS 

AGREEMENT. YOU MAY NOT ENTER THE NEATTUCK BETA TEST PROGRAM

UNLESS YOU ACCEPT THE TERMS OF THIS AGREEMENT.

THIS AGREEMENT is made between NeatTuck, LLC (“NeatTuck”), a California

limited liability company, and you, the beta tester (“Tester”).

Tester wishes to evaluate the pre-release test version of certain software, and NeatTuck is

willing to permit Tester to do so on the terms and conditions of this Agreement.

1. THE APP

1.1.

 

Evaluation of App. NeatTuck and Tester agree that NeatTuck will supply the

NeatTuck mobile application in its non-final, pre-release form (the “App”) for

evaluation by Tester, and Tester will evaluate the App, in accordance with the

terms and conditions of this Agreement.

1.2.

Devices. During the term of this Agreement, the App may be installed and

maintained solely on a single device authorized by NeatTuck.

1.3.

 

Non-Exclusive License. Subject to the terms and conditions of this

Agreement, Tester is granted a non-exclusive license for evaluation purposes

only during the term of this Agreement. Tester acknowledges that the App

(including any images, icons, graphics, animations, video, audio, music, and

text incorporated into the App) are protected by the copyright laws of the

United States and worldwide.

1.4.

 

No Support. Tester acknowledges and agrees that NeatTuck has no obligation

to provide customer or technical support with regards to the App, Tester’s

device, or any other customer or technical support.

1.5.

 

Third Party Software. Tester acknowledges and agrees that the App contains

certain third-party software components, SDK’s and API’s, including, but not

limited to, Google Maps (the “3 rd Party Software”). This 3 rd Party Software is

provided by its publisher, and Tester acknowledges and agrees that NeatTuck

is in no way responsible for its functionality, collection of data, and customer

and technical support, nor is NeatTuck liable for any failure of such 3 rd Party

Software to function correctly.

2. THE TESTER

2.1

 

Tester Age. By agreeing to this Agreement, Tester hereby represents that they

are at least 18 years of age.

2.2

 

Consent to Collection of Data. Tester hereby consents to the collection of

personal and usage data in accordance with the App’s Privacy Policy (available

here).

 

3. CONFIDENTIALITY AND OWNERSHIP

3.1

 

Confidentiality. Tester acknowledges that the App, the attributes of the App

(including but not limited to their design, functionalities, performance

characteristics and Tester’s evaluation of the App), and any other verbal or

written information that may be supplied by NeatTuck to Tester during the

term of this Agreement, or obtained through Tester’s evaluation of the App, are

collectively Confidential Information that is the confidential and proprietary

property of NeatTuck. Tester will maintain the confidentiality of App and

Confidential Information during the term of this Agreement and thereafter, in

the same manner that it maintains its own confidential information (but with no

less than a reasonable degree of care), and specifically agrees to:

3.1.1

 

Not disclose the App or any Confidential Information or the existence or

terms of this Agreement to any third party without the prior written

consent of NeatTuck;

3.1.2

 

Limit internal access to App or Confidential Information only to Tester’s

employees with a need to have access to the App or the Confidential

Information;

3.1.3

 

Not use the App or Confidential Information for any purpose other than

for evaluating the performance and functionality of the App; and

3.1.4

 

Not copy, modify, adapt, merge, reverse engineer, reverse compile,

disassemble, sell, rent or lease, loan or sublicense the App or

Confidential Information in whole or in part.

 

3.2.

 

Ownership of App. The App and Confidential Information are and will remain

the property of NeatTuck and will be deleted/destroyed/uninstalled no later

than 7 days following the termination of this Agreement. In the event NeatTuck

later makes a release version of the App available for license to Tester, that

license will be made under NeatTuck’s standard license terms and conditions.

The license agreement for any such release version of the App will supersede

the corresponding provisions of this Agreement.

3.3.

 

No License. Nothing in this Agreement will be construed as granting a license

or conferring any right, expressly, implicitly or otherwise, in the App, the

Confidential Information, or intellectual property rights related to such, other

than as expressly provided in this Agreement.

4. APP TESTING

4.1.

 

Tester Evaluation. In consideration for NeatTuck making the App available to

Tester for evaluation, Tester agrees to use the App in a simulation of normal

usage circumstances, including the following:

4.1.1.

 

Placing simulated orders through the App;

4.1.2.

 

Accepting simulated orders through the App;

4.1.3.

 

Use the App in order to test for software integrity and find any

bugs/defects;

4.1.4.

 

“Flood” the App with requests at a designated time to stress test the

App’s backend;

4.1.5.

Other testing activities to be communicated to Tester by NeatTuck.

4.2.

 

Tester Feedback. Tester agrees to provide NeatTuck with a report/evaluation

at the end of the testing period through the provided feedback mechanism,

which may include a dedicated beta testing forum or online form to fill out.

Additionally, Tester agrees to promptly notify NeatTuck upon the

identification of any bugs, defects or other material operability problems, either

within the in-app feedback mechanism or by email. Tester agrees that

NeatTuck may contact them from time to time to request ongoing feedback

about the App and its performance and functionality.

4.3.

 

Report Contents. Among other things, each report will include, as applicable,

evaluation of the performance, functionality, and usefulness of the App during

the testing period, information concerning any defects or deficiencies identified

in the App, any workarounds or “fixes” identified for any previously identified

defects, deficiencies or bugs, and any suggested changes or modifications for

the purpose of improving or enhancing the ease of use or performance of the

App.

4.4.

 

Cost of Installation and Use. Tester will bear all expenses of installation and

use of the App, including expenses related to the purchase and operation of

devices on which the App is installed.

4.5.

 

Evaluation and Testing Only. NeatTuck makes no representation regarding if

or when NeatTuck may announce the availability of a release version of the

App for download and use. Tester also understands that testing of the App may

not be complete and that the App provided under this Agreement may not meet

applicable qualifications or standards, or conform to NeatTuck’s product

specifications. Accordingly, Tester will use the App furnished under this

Agreement only for purposes of evaluation testing and not for any commercial

use.

5. TERM AND TERMINATION

5.1.

 

Term. The term of this Agreement will commence on the date that Tester

accepted the Agreement and will end upon the earlier of (i) termination under

the provisions of Section 4 of this Agreement; (ii) the date of Tester’s return or

destruction of the App as specified in Section 2.2 , above; or (3) the effective

date of a superseding license agreement by which the App are licensed to

Tester.

5.1.2

 

Termination. Notwithstanding any other provision of this Agreement,

NeatTuck, upon written notice to Tester, may terminate this Agreement for its

convenience, in whole or in part, without cost or liability whatsoever. Upon

termination, Tester agrees to destroy/delete/uninstall all App and Confidential

Information and any whole or partial copies of such to NeatTuck.

6. WARRANTIES AND LIMITATION OF LIABILITY

 

6.1.

 

NEATTUCK MAKES NO REPRESENTATIONS OR WARRANTIES

REGARDING THE SOFTWARE OR THE CONFIDENTIAL

INFORMATION. THE SOFTWARE AND CONFIDENTIAL INFORMATION

FURNISHED UNDER THIS AGREEMENT ARE FURNISHED “AS IS.”

NEATTUCK SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH

RESPECT TO SOFTWARE FURNISHED UNDER THIS AGREEMENT

INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF

MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE,

TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT AND IMPLIED

WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE

OF PERFORMANCE.

6.2.

 

ADDITIONALLY, NEATTUCK MAKES NO WARRANTY THAT (1) THE

APP WILL MEET TESTER’S REQUIREMENTS, (2) THE APP’S SERVICE

WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3)

THE RESULTS OF USING THE APP WILL BE ACCURATE OR

RELIABLE, (4) THE QUALITY OF ANY PRODUCTS, SERVICES,

INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED

THROUGH TESTER’S USE OF THE APP WILL MEET TESTER’S

EXPECTATIONS, OR (5) THAT ANY ERRORS IN THE APP WILL BE

CORRECTED.

6.3.

 

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT

TO THE CONTRARY, IN NO EVENT WILL NEATTUCK OR ITS

SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR

ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING, WITHOUT

LIMITATION, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES

AND DAMAGES RESULTING FROM LOSS OF TIME, DATA, PROFITS,

REVENUE, USE OR ANY OTHER LOSS, EVEN IF NEATTUCK HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING

OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE

OF PERFORMANCE OF NEATTUCK’S SOFTWARE, WHETHER BASED

IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT

LIABILITY, OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF

A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS

ESSENTIAL PURPOSE.

7. INDEMNIFICATION

7.1.

 

Tester Indemnification. Tester agrees to defend, indemnify, and hold NeatTuck

harmless from and against any claims, loss, or damages, including court costs

and legal expenses, arising out of or in connection with Tester’s misuse of the

App, the Confidential Information, or arising out of or in connection with any

breach of any of the terms of this Agreement.

8. GENERAL PROVISIONS

8.1.

 

Rights and Remedies. All rights and remedies conferred by this Agreement or

by law are cumulative and may be exercised singularly or concurrently. Tester

acknowledges that any unauthorized use, copying, disclosure, distribution of

the App or any related methods, algorithms, techniques, processes or other

information, will cause NeatTuck irreparable harm for which there is no

adequate remedy at law, entitling NeatTuck to prompt injunctive relief in

addition to any other legal or equitable remedies.

.8.2.

 

Severability. If any provision of this Agreement is held invalid by any law or

regulation, that invalidity will not affect the enforceability of any other

provisions of this Agreement.

8.3.

 

Governing Law. This Agreement is governed by and will be construed in

accordance with the laws of the State of California, without giving effect to its

conflicts of law or choice of law rules or principles. Both parties hereby agree

that any action arising out of this Agreement will be brought solely under the

relevant courts located in the in any state or federal court located in Los

Angeles, California. Both parties hereby submit to the jurisdiction and venue of

any such court.

8.4.

 

Effect of Agreement. Tester acknowledges that, in providing Tester with the

App and Confidential Information, NeatTuck has relied upon Tester’s

agreement to be bound by the terms of this Agreement. Tester further

acknowledges that no contract, purchase order, invoice, or other document

originating from Tester and relating to this Agreement will amend or

supplement the terms of this Agreement, even if that document has been signed

by NeatTuck. Tester’s acceptance of any App or Confidential Information will

be conclusive evidence of Tester’s agreement to be bound by all of the terms

and conditions of this Agreement, including the provisions of this Section.

8.5.

 

Survival.

 

Unless otherwise agreed by NeatTuck in writing, the provisions of

Sections 2 , 3.5 , 4.2 , 5 , 6 , 7.2 , 7.3 , and 7.6 will survive any expiration or earlier

termination of this Agreement.

8.6.

 

Entire Agreement. This Agreement constitutes the entire Agreement between

the parties and supersedes all prior negotiations and communications, oral or

written, between the parties with respect to the subject matter hereof, and no

deviation from these terms and conditions will be binding unless in writing and

signed by the party against whom the same is sought to be enforced.

© 2019 NeatTuck® | Patent Pending