THIS BETA TESTING AGREEMENT (THIS "BETA AGREEMENT") IS LEGALLY BINDING BETWEEN THE PARTIES SPECIFIED IN CLAUSE 1 OF THIS AGREEMENT.
BY DOWNLOADING, ACCESSING, OR INSTALLING THE BETA PRODUCT, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THIS AGREEMENT.
"Company"
Name: Veam Studios Ltd
Business address: Bank Chambers, 1/3 Woodford Avenue, Ilford, England, IG2 6UF
"Tester"
The individual who enters into this Beta Testing Agreement to test the Company's Beta Product and provide feedback.
"Agreement" shall mean this Beta Testing Agreement that is entered into between the Company and the Tester.
"Beta Product" shall mean products, software, services, and/or features that are designated as beta or pre-release versions of the Checklist Inspector Pro App and that are provided to you for the purpose of testing services.
"Tester" / "You" shall mean the individual who is tasked with the provision of Services described in clause 3 of this Agreement.
"Company" / "Us" shall mean Veam Studios Ltd.
The Tester agrees to perform the following services (the "Services") for the Company in connection with the evaluation of the Company's Beta Product:
The Tester shall download, install, and maintain the Beta Product on one or more mobile devices, as instructed by the Company. This includes ensuring that the Beta Product remains installed for the duration of the testing period, unless otherwise directed by the Company.
The Tester shall actively use and interact with the Beta Product to explore its functionality, features, and overall performance. This includes engaging with the application in various real-world scenarios and use cases to simulate typical user behavior.
The Tester shall provide timely, accurate, and comprehensive feedback regarding their experience with the Beta Product. Feedback shall be submitted in the format, detail, and frequency specified by the Company.
The Tester shall provide proof of installation and continued usage of the Beta Product, including but not limited to screenshots, screen recordings, logs, or other relevant data, as may be requested by the Company.
The Tester shall cooperate with any audits or reviews conducted by the Company to verify the proper installation, usage, and testing activities related to the Beta Product. This may include allowing the Company to access relevant data or engage in communication to confirm compliance with the testing requirements.
Remuneration Structure
The Tester shall be remunerated either on an hourly basis or on a fixed project fee basis, as mutually agreed in writing by the Parties prior to the commencement of the Services.
Conditions for Payment
Payment shall become due within thirty (30) calendar days following the fulfillment of both of the following conditions:
Currency and Method of Payment
All payments shall be made in British Pound Sterling (GBP/£) via direct bank transfer to the bank account details provided by the Tester in writing.
Responsibility for Charges
The Tester shall be solely responsible for all bank charges, transaction fees, withholding taxes, levies, duties, or any other similar charges incurred in connection with the receipt of payment under this Agreement. The Company shall bear no responsibility for such charges, and no deductions shall be made from the agreed payment amount.
Hourly-Based Compensation
In the event that the Services are to be compensated on an hourly basis, the Tester must obtain the Company's prior written approval of the estimated hours and scope of work before commencing the provision of Services.
Project-Based Compensation
In the event that the Services are to be compensated on a project basis, the total project fee shall be agreed upon in writing by both Parties prior to the commencement of the Services.
Ownership over IP Rights
The Company shall exclusively retain all rights, titles, and interests in:
The entire suite of the Beta Product, including the Services, Apps, Website, Software, features, functionalities, and any improvements or modifications made to them;
Any technologies, software, or inventions created in connection with the provision of support or related services; and
All intellectual property rights associated with the above, including but not limited to trademarks, patents, copyrights, and trade secrets.
Apart from the specific rights granted to the User under this Agreement, the Company and its licensors retain full ownership, rights, and interests in the Apps, Software, Services, and any related intellectual property, including but not limited to patents, trade secrets, copyrights, and other proprietary rights. No ownership or implied rights are transferred to the User.
Licensing
The Company grants the Tester a non-transferable, non-exclusive, time-bound, and royalty-free license to access and utilize the Company's Beta Product for the duration of this Agreement. This license is limited to the User's testing and feedback provision activities and does not transfer any rights to the underlying technology or intellectual property.
Tester's obligations
The Tester shall not directly or indirectly cause any third party to, without limitation,
(i) extract, all or any part of the IP, or create any derivative work from all or part of the IP;
(ii) reverse engineer, decompile, or disassemble, adapt, modify, or transform, in any way the IP and/or the object code of the App, Website, Software, and/or digital solution into source code or in any other way attempt to discover, copy, transfer or distribute source code or underlying ideas or algorithms of the App, Website, Software and/or digital solution;
(iii) provide, distribute, sublicense, assign, share, sell, rent, lease, loan, use the IP for time sharing or service bureau purposes, or otherwise allow others to use the IP or the right to use the IP in any way for the benefit of itself or third parties;
(iv) delete or modify the IP of the Service Provider or its suppliers;
(v) Adapt any part of the IP or integrate all or part of the IP in any manner whatsoever into another product, service, or solution; or
(vi) Use the IP for any purposes other than the authorised purpose of this Agreement, i.e., to receive the Services from the Company. Any rights not expressly granted herein are reserved by the Company.
Each party (referred to as the "Receiving Party") acknowledges that the other party (the "Disclosing Party") has shared or may share business, technical, or financial information connected to the Disclosing Party's operations (collectively, "Proprietary Information"). For the Company, Proprietary Information includes confidential details about the features, functionality, and performance of the Service. For the User, Proprietary Information encompasses non-public data provided to the Company to facilitate the delivery of the Services ("User Data"). The Receiving Party agrees not to disclose any of the Disclosing Party's Proprietary Information to third parties without obtaining the Disclosing Party's prior written approval. The receiving party agrees that it shall implement appropriate technical, organizational, and contractual measures to ensure the ongoing confidentiality of data.
Tester's warranties
Tester hereby warrants that:
The Tester has the legal capacity and authority to enter into this Agreement and perform the Services contemplated herein;
The Tester shall perform the Services in a professional, diligent, and conscientious manner, and in accordance with any instructions, guidelines, or timelines provided by the Company.
The Tester shall not engage in any conduct that may harm the functionality, integrity, reputation, or commercial value of the Beta Product or the Company.
Tester's responsibilities
The Tester shall:
Promptly download, install, and use the Beta Product as instructed by the Company, and ensure that it remains installed and actively used throughout the testing period;
Provide timely and honest feedback regarding the performance, usability, bugs, and overall experience of the Beta Product, in the format and detail requested by the Company;
Immediately report any errors, malfunctions, security vulnerabilities, or unexpected behavior encountered while using the Beta Product;
Comply with all applicable laws, regulations, and third-party terms of service.
In no event shall Veam Studios Ltd, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable to you for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, personal injury, loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by Veam Studios Ltd or any person for whom Veam Studios Ltd is responsible resulting from:
(i) your access to or use of or inability to access or use the Service;
(ii) any conduct or content of any third party on the Service;
(iii) any content obtained from the Service; and
(iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence,) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
The Company's absolute and maximum total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise arising out of or in connection with the User's use of the Company's Services shall be capped to the aggregate Fees paid or payable by the User and duly received by the Company under the Agreement during the past six twelve (12) months preceding the date when liability the claim arises. If the claim arises in the first twelve (12) months from the Effective Date, then the amount shall be an estimate of the Fees paid or payable by the User for a full twelve (12) months. We disclaim all liability concerning third-party products and services that you use.
Your use of the Service is at your own risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted under the applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, course of performance, suitability, reliability, availability, timeliness, security, accuracy, or completeness of the Services, Website, Content, Apps, and Services. The Company makes no representations or warranties that the App, website, services, or content will satisfy your needs, function without errors or disruptions, or be free from harmful elements like viruses or malware. Although the Company strives to provide precise and up-to-date information within the App and Services, it does not ensure the accuracy, completeness, or reliability of such information.
The term of this Agreement shall begin on the Effective Date and shall continue until terminated by one of the Parties.
The Tester shall not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under these Terms without the prior written consent of the Company, which may be granted or withheld at the Company's sole discretion. Furthermore, the Tester shall not engage, employ, or otherwise utilize any third-party tools, services, or subcontractors in the performance of its obligations under this Agreement without obtaining the prior written consent of the Company.
These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to their conflict of law provisions. Any disputes arising out of or in relation to this Agreement shall be brought before the Courts of England. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service.