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Beta Tester Agreement

Terms

This is a beta test agreement, effective 10-19-2017, between Syngli Inc. ("Company") and You ("Tester"), in which Tester agrees to test the software program and keep Company aware of the test results.

Definitions

  1. “Beta Products” shall mean the beta version of certain Syngli products (including any Updates thereto, in the case of software) and the media and Documentation provided by Syngli to You;
  2. “Beta Test” shall mean the experience by You of the Beta Products, the completion of which will require a minimum of six separate sessions (“Stages”), each with a sequence of tasks for You to undertake;
  3. “Documentation” shall mean the printed or online written reference material furnished to You in conjunction with the Beta Products, including, without limitation, instructions, beta testing guidelines, and end user guides;
  4. “Intellectual Property Rights" shall mean all intellectual property rights, including, without limitation, patent, copyright, trademark, and trade secret;
  5. "Software" shall mean the applicable Syngli software products licensed to you for non-production, evaluation purposes pursuant to this Agreement;
  6. “Updates” shall mean a modification, error correction, bug fix, new release, or other update to or for any Software;
  7. “Feedback” shall mean information You provide to Syngli in connection with the Program, including ideas or inventions collected by Syngli; and
  8. “Personal Information” shall mean the Tester’s name, age, telephone number, e-mail address and answers submitted for the Beta Test.

Company’s Obligations

Syngli will not charge any fees for the use of the Product during the Beta Period. Subject to the terms and conditions of this Agreement, Syngli grants the Tester a non-exclusive, non-transferable license (without the right to sublicense):

  1. to use the Software in accordance with the Documentation solely for purposes of internal testing and evaluation; for purposes of clarification the use of the Software is for non-production use only;
  2. to use the Documentation provided with the Software in support of Your authorized use of the Software.

Syngli is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Software will be corrected.

There will be no monetary compensation from the Company to the Tester. However, the Tester may be entitled to some discount on use of premium features and/or content when released.

Tester’s Obligations

As a normal part of the Beta Test program, Tester agrees to provide timely feedback to the Company representatives on the progress of the Beta Test whether or not formally requested to do so. This may include bug reports and written evaluations of new features included in the Beta Products. The Tester shall report to Syngli, as soon as practical, any perceived defect in the Beta Product.

The Tester, through their completion of the Beta Test, agrees to provide material, statistics, written statements or other Personal Information that is not deemed confidential to Tester's business for use in press releases, user testimonials, and as a reference in marketing and sales initiatives by Syngli. The Tester will be given an option, during the Beta Test, to assent (through an opt-in check-box) to having their written statements or other Personal Information quoted by the Company in the manners described above.

The Tester shall not:

  1. Reverse engineer, decompile, or disassemble the Beta Products;
  2. Rent, lease, sublease or lend the Beta Products.

Risks

LICENSEE RECOGNIZES THAT ALL PRODUCT AND OTHER ITEMS PROVIDED TO LICENSEE HEREUNDER ARE DELIVERED "AS IS." LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF PRODUCT. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Personal Information

In accordance with Clause 3, to value the Tester’s privacy the Company has developed a policy in order for Testers better understand how the Company collects and uses Personal Information.

You agree that Feedback:

  1. contains your original ideas or invention and is provided by you to Syngli without payment or conditions;
  2. once conveyed to Syngli, becomes the property and confidential information of Syngli;
  3. may be used or distributed by Syngli for any purpose in connection with Beta Products or development of any other product or services, including disclosure of such information to affiliates, subsidiaries or third-party developers and publishers; and
  4. permits Syngli to collect and use Personal Information in connection with the Beta Products, provided that Syngli does not distribute that information to non-affiliated third parties without your permission or as otherwise stated in the site’s privacy policy.

Syngli will use the Tester’s Personal Information only for identified purposes, and protect the Tester’s Personal Information in a manner that is consistent with Syngli’s Privacy Policy (http://syngli.com/privacy.php)

Ownership

Syngli shall own and retain all right, title and interest in and to the Intellectual Property Rights in the Beta Products and any derivative works thereof, subject only to the limited license expressly set forth in Section 2 hereof. You do not acquire any other rights, express or implied, in the Beta Products. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO SYNGLI.

Should you decide to transmit to Syngli by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, you agree such submissions are unrestricted and will be deemed non-confidential and you automatically grant Syngli. and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

Confidentiality

The Tester will not disclose Software or any comments regarding Software to any third party without the prior written approval of Syngli. The Tester will maintain the confidentiality of Software with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. The Tester will not be liable for the disclosure of any confidential information which is:

  1. in the public domain other than by a breach of this Agreement on Tester’s part; or
  2. rightfully received from a third party without any obligation of confidentiality; or
  3. rightfully known to Tester without any limitation on use or disclosure prior to its receipt from Syngli; or
  4. generally made available to third parties by Syngli without restriction on disclosure.

Termination

Either Party may terminate Tester’s participation in an individual Beta Test, or this Agreement entirely, at any time for any reason upon notice to the other Party. Aside from the termination of the right of use by reason of time lapse, this Agreement will terminate without notice upon the commercial release of the "Beta Products".

Furthermore, the rights conferred to the Tester under this agreement terminate without notice from Syngli if the Tester fails to comply with any term(s) of this agreement.

Jurisdiction

This agreement is governed by and interpreted in accordance with the laws of Canada and the laws of the Province of Ontario.

Contact Information

If you have any questions about this Beta Test Agreement, or if you want to contact Syngli for any reason, please direct all correspondence to: