End User License Agreement

BETA SOFTWARE TERMS AND CONDITIONS (CLOSED BETA)

 

BACKGROUND:

These Terms and Conditions create an agreement between you (“you”, “your”) and ALTA IP LIMITED, incorporated in Scotland (Number SC718820) and having its Registered Office at 95 Camus Avenue, Edinburgh, Scotland, EH10 6QY (hereinafter referred to by name or as “us”, “we”, “our”).  These Terms and Conditions govern your enrolment in the beta testing programme (“Programme”) of the beta version No.1 of IP EvaluateÔ (“Software”), including any and all related components and documentation.

1.  Agreement

1.1  By accepting these Terms and Conditions and submitting your application to enrol in the Programme, you agree to be bound by these Terms and Conditions and hereby enter into a legally binding Agreement with us.

1.2  If you do not accept these Terms and Conditions, you will not be permitted to enrol in the Programme, access or use the Software.

2.  Interpretation

2.1          Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.1.1      “Beta Test Period” means the period of one calendar month;

2.1.2      a "Party" or the "Parties" refer to the parties to these Terms and Conditions;

2.1.3      “Intellectual Property” means patents, trademarks, trade name, service mark, copyright, trade secrets, know-how, process, technology, development tool, ideas, concepts, design right, domain names, moral right, database right, methodology, algorithm and invention, graphical user interface, menu command hierarchy and any other proprietary information (whether registered, unregistered, pending or applied for);

2.1.4      “Terms and Conditions” is a reference to these Terms and Conditions;

2.1.5      “writing”, and any related expression, includes a reference to any communication effected by electronic transmission or similar means;

2.1.6      a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.1.7      a Schedule is a schedule to these Terms and Conditions; and

2.1.8      a Clause or paragraph is a reference to a Clause of these Terms and Conditions; 

2.2          The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

2.3          Words imparting the singular number shall include the plural and vice versa.

2.4          References to any gender shall include the other gender.

 

3.  Participation in Programme

3.1          The Software is a Software as a Service product which allows you to identify and rank all the Intellectual Property created by your business and create a registry for the Intellectual Property portfolio of your business.

3.2          You have been selected to participate in the Programme due to your use, knowledge and ownership of Intellectual Property.

3.3          You will be provided with a link by us which will allow you to access the Software and use it subject to these Terms and Conditions for the Beta Test Period. [add other details of how the log in process will operate]

 

4.  Licence and Use of Software

4.1          You will be granted a United Kingdom, non-exclusive, royalty free, term licence (with no ability to grant sub-licensed) to use the Software subject to these Terms and Conditions.

4.2          This licence entitles you use the Software for testing and evaluation purposes.

4.3          You may not:

4.3.1      Modify the Software in any way;

4.3.2      Reverse engineer, decompile or disassemble the Software;

4.3.3      Create derivative works based on the Software;

4.3.4      Reproduce the Software or make any copies of it;

4.3.5      Resell the Software; or

4.3.6      Sub-licence the Software.

 

5.  Disclaimer of Warranties and Liability

5.1          The Software is currently in development and is released solely for the purposes of testing.  You hereby acknowledge that the Software is not a finished product and as such may contain defects.  The Software is provided “as is”.

5.2          We make no representation or warranty that the Software will meet your requirements, be of satisfactory quality, be fit for a particular purpose, be compatible with all computer systems, or will be secure.

5.3          You acknowledge that use of the Software may lead to data loss or other damage to your computer or the data held thereon.

5.4          You acknowledge that your use of the Software is at your own risk.

5.5          We shall not be liable for any direct, indirect, consequential or incidental loss or damage of any kind resulting from or relating to the Software or its use.

 

6.  Beta Test Period

6.1          The Beta Test Period may be extended, reduced or terminated immediately at our sole discretion.

6.2          At the end of the Beta Test Period the Software shall automatically cease to function and any Data you have uploaded to the Software will be deleted. [Prior to the expiration of the Beta Test Period you will be able to download the report you have created in the Software].

 

7.  Software Updates

7.1          We may from time to time during the Beta Test Period release updates for the Software.  The Software will automatically install the updates.

 

8.  Support

No specific technical support is provided for the Software.  You are free to submit general enquiries to us, however we are under no obligation to answer them or to provide support for the Software.

 

9.  Reporting and Feedback

9.1          [The Software produces its own error reports and other diagnostic files.  You should ensure that, where possible, your computer is connected to the internet and any firewall or other internet security you may have is configured to allow the Software to send such reports and files to us.]

9.2          You will from time to time be requested to submit feedback to us.  Failure to provide feedback when requested may result in your exclusion from the Programme in accordance with Clause 12.

9.3          You hereby acknowledge that upon submitting feedback to us you automatically grant us a worldwide, perpetual, exclusive, irrevocable, royalty free licence to use that feedback in any way we deem appropriate including, but not limited to:

9.3.1      The use, publication, distribution, transmission, broadcasting, licensing, sub-licensing, leasing, lending and sale of the feedback; and

9.3.2      The creation, use, publication, distribution, transmission, broadcasting, licensing, sub-licensing, leasing, lending and sale of any derivative works based upon the feedback.

9.4          Our use of the feedback shall not bestow any rights or interests upon you whatsoever.

9.5          You hereby waive any Moral Rights you may have in and to the feedback.

 

10. Data Protection

10.1       When using the Software you may be required to provide certain personal information including, but not limited to, your name, date of birth and email address.  Under certain circumstances we may also obtain details about you computer’s system configuration and its IP and MAC addresses.

10.2       Any data collected by us will be collected, processed and held in accordance with the Company’s rights and obligations arising under the provisions and principles of UK data protection law (including, but not limited to, the UK GDPR, Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003).

10.3       All data collected and held by us will be governed by our Privacy Policy which is available here [https://www.alta-ip.com/privacy] [NB. Your website does not have a Privacy Policy or any Terms of Business – please arrange for Aimee to draft these].

 

11. Confidentiality and Non-disclosure

11.1       For the purposes of this Clause 11, “Confidential Information” means the Software itself, any information relating to the Software and includes all documentation, and feedback and data produced by the Software and our Intellectual Property which is not in the public domain.

11.2       You acknowledge and undertake that, except as provided by sub-Clause 11.3 or as authorised in writing by us, you shall, at all times during the Beta Test Period and for three years after its conclusion:

11.2.1   keep confidential and secret all Confidential Information;

11.2.2   not disclose any Confidential Information to any other party;

11.2.3   not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions; and

11.2.4   not make any copies of or part with possession of any Confidential Information.

11.3       You may:

11.3.1   disclose any Confidential Information to any governmental or other authority or regulatory body to such extent only as is required by law, subject to the you first informing the person or body in question that the Confidential Information is confidential; and

11.3.2   use any Confidential Information for any purpose, or disclose it to any other  person, to the extent only that it is at the date of your acceptance of these Terms and Conditions, or at any time  after that date becomes, public knowledge through no fault of your own,  provided that in doing so you do not disclose any part of that  Confidential Information which is not public knowledge.

11.4       The provisions of this Clause 11 shall continue in force in accordance with their terms, notwithstanding the termination or expiry of the Programme or your enrolment therein for any reason.

 

12. Termination

12.1       Your enrolment in the Programme and your licence to use the Software shall terminate at the end of the Beta Test Period.

12.2       We reserve the right to terminate your enrolment in the Programme prior to the end of the Beta Test Period if you commit a material breach of these Terms and Conditions.

12.3       We reserve the right to terminate the Beta Test Period in accordance with sub-Clause 6.2 in which case your licence to use the Software shall also terminate.

12.4       Any and all obligations which either expressly or by their nature continue beyond the termination, cancellation or expiration of the Beta Test Period or your licence shall survive termination under this Clause 12.

 

13. Indemnification

You hereby acknowledge that you shall be liable for, and shall indemnify us against any costs, liability, damages, loss, claims or proceedings from any third party which arise out of your use of the Software.

 

14. Assignment

You may not assign, transfer, sub-licence, or in any other manner make over to any third party the benefit and/or burden of these Terms and Conditions without our prior written consent, such consent not to be unreasonably withheld.

 

15. Relationship of Parties

Nothing in these Terms and Conditions shall create, or be deemed to create, a partnership, the relationship of principal and agent, or of employer and employee between you and us.

 

16. Severance

In the event that one or more of the provisions of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions.  The remainder of these Terms and Conditions shall be valid and enforceable.

 

17. Modification

17.1       We may modify the Software and / or these Terms and Conditions at any time.  In the event that modifications are made, we will publish details of them on our website at https://www.alta-ip.com and may also send you an email detailing the modifications.

17.2       If you do not agree to be bound by any modified terms and conditions we may introduce, you should immediately cease using the Software upon publication of those terms and conditions and inform us that you wish to leave the Programme.

 

18. Law and Jurisdiction

18.1       These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Scotland.

18.2       Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the Scottish courts.

Version 1.0 28/04/2022

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