THIS AGREEMENT is made by you the Licensee with CORESHELL DYNAMIC SOLUTIONS LIMITED (Registration No. HE177892) whose registered office is at 8 Lord Byron Str., 2123 Nicosia, Cyprus (hereinafter referred to as the “Company”)
WHEREAS the Company has developed a software including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material ("Software"), and
WHEREAS the Company desires that the Software be Beta tested as a pilot prior to general release, and
WHEREAS the Licensee wishes to serve as a Beta tester for the Software;
It is hereby agreed between the parties as follows:
- The Company grants to Licensee a non-exclusive, non-transferable single license to use the Software at Licensee's business location solely for Beta testing and Beta use from effective date of agreement to the official release date of the product(s), subject to the terms and conditions below.
- In consideration for receiving access to the Software for testing, the Licensee agrees to serve as a "Beta Tester" for the Software and will use its best endeavours to notify the Company through the Software’s online Bug Report and Feedback Report of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to the Company all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights. The Company shall further reward the Licensee for any constructive input as per the Company’s reward scheme to be decided from time to time.
- Licensee agrees that the Company is the sole owner of all rights subsisting in the software including valuable trade secrets of the Company, and agrees not to cause or permit anything which may damage or endanger the intellectual property of the Company or other title in it. The Licensee agrees to treat Software as confidential and will not without the express written authorization of the Company:
1.1 Demonstrate, copy, sell or market Software to any third party; or
1.2 Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or
1.3
Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof.
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The Software is at a prerelease stage and code and is not at the level of performance or compatibility of a final, generally available product offering. Software may not operate correctly and may be substantially modified prior to first official commercial launch, or withdrawn. Software is provided "AS IS" without any warranty of any kind. The Company makes no warranty or guarantee as to the proper operation and functioning of the Software nor as to its merchantability or fitness for any particular purpose as it will be under constant development during the Beta period. Furthermore the Company makes no warranty as to, and cannot guarantee, server uptime and access to the Software, nor the completeness, consistency and accuracy of the results of the Software. The entire risk arising out of the use or performance of the Software as well as the risk that any of the Licensee’s input data may be lost, remains with the Licensee. In no event shall the Company be liable for any damage or consequential damage whatsoever arising out of the use of or inability to use Software, even if the Company has been advised of the possibility of such damages. The Licensee hereby releases and forever discharges the Company, its subsidiaries, predecessors, successors, agents, employees, officers, directors and assigns from any and all actions, causes of actions, proceedings and claims arising out of or in any way related to the Software.
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The Licensee upon completion of the Beta test agrees to provide material, statistics, or information that is not deemed confidential to Licensee’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by the Company. The Licensee will provide a quote to the Company that may be used in a press release, or posted on company’s website.
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The Company reserves the right at any time without notice to amend this Agreement and its terms. Any amendments will be posted on our site and by continuing to use the Software following any such amendments the Licensee will signify its agreement to be bound by the amended Agreement and its terms.
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This agreement constitutes the entire agreement between the parties and is in substitution for any previous contracts, either oral or written, between the parties with respect to the subject matter hereof.
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The invalidity or unenforceability of any particular provision of this agreement shall not affect its other provisions, and this agreement shall be construed in all respects as if such invalid or unenforceable provisions had been omitted.
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This agreement shall be binding upon the Company and the Licensee, their successors and assigns, including, without limitation, any corporation into which the Company and the Licensee may be merged or by which it may be acquired.
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This agreement shall be construed and enforced under and in accordance with the laws of Cyprus and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this agreement shall be subject to the jurisdiction of the Courts of the District in which the registered office of the Company is established, to which the parties irrevocably submit.
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All agreements on the part of either of the parties which comprise more than one person or entity shall be joint and several and the neuter singular gender throughout this agreement shall include all genders and the plural and the successor in title of the parties.
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All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this agreement shall restrict or prejudice the exercise of any other right granted by this agreement or otherwise available to it.
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The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.
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The Licensee shall not assign or sub-contract any of its rights or duties under this agreement without the consent in writing of the Company.