Thank you for your interest in participating in SimpListic’s Beta Program. This Beta Mobile Application Participant Agreement is a legal document being executed between you and Efficient Consumer Technologies, LLC (“ECT”) that outlines the obligations that you agree to meet by participating in the Beta Program.
Please read the entire agreement before you click to “Agree” to participate. If you do not understand or agree to any part of the agreement, you should not click download and/or use the SimpListic™ mobile application.
By downloading and/or using the SimpListic™ mobile application, you are agreeing to all the provisions. Included in these terms is your agreement to:
• Actively use and evaluate the product or service being tested;
• Provide the types of feedback requested and respond to questions;
• Give SimpListic all rights to use any feedback you submit;
• Not disclose that you are participating in the Beta Program;
• Not show the materials to others;
• Not share copies, pictures, screenshots or videos of any materials you receive in any form (including social media);
• Return any materials if requested.
BY AGREEING TO THESE TERMS, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND BE BOUND BY IT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD AND/OR USE THE SIMPLISTIC APPLICATION.
BETA WEB APPLICATION PARTICIPATION AGREEMENT
This Beta Web Application Participation Agreement (this “Agreement”) is a binding agreement made and entered into as of the date that you downloaded and/or used the SimpListic app (the “Effective Date”) and is by and between you (“Participant”) and Efficient Consumer Technologies, LLC. Corporation for the SimpListic app (“SimpListic”). Participant and SimpListic may be referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, SimpListic sells and provides to its end-user customers certain software products, Web-based applications and/or related services via the Internet, which may now or in the future be downloaded and/or installed at the customers’ sites, including software applications designed to manage information (the “SimpListic App”); and
WHEREAS, Participant is an individual (a “Beta User”) that desires to participate in SimpListic’s beta testing of its SimpListic App (collectively, the “Beta” or “Beta Program”), which provides access to confidential materials, services, products, and features currently in development by SimpListic; and
WHEREAS, SimpListic will receive the benefit of Beta User’s feedback and reports as a beta tester of SimpListic’s materials, services, products, and features; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
1. Responsibilities of the Parties.
1.1. Beta Test Material. All materials, services, products, and features (including any related components, accessories, and documentation) provided by SimpListic in connection with the Beta Program shall be referred to in this Agreement as the “Beta Test Material.”
1.2. Licenses. Subject to the terms and conditions of this Agreement, SimpListic grants Participant a personal, non-exclusive, non-transferable license to use Beta Test Material solely for the purpose of Participant’s internal evaluation and testing of the Beta Test Material for SimpListic. The Beta Test Material may not be disclosed (publicly or privately), sublicensed, sold, assigned, leased, loaned, or otherwise transferred by Participant to any third party, for any reason.
1.3. Third Party Software. The Beta Test Materials may contain or use certain software that is owned by third parties (“Third Party Software”). Third Party Software is subject to terms and conditions other than those in this Agreement. Participant may view the relevant licenses and/or notices for such Third Party Software on their respective websites. As applicable, the terms of Participant’s use of the Third Party Software is subject to and governed by the applicable third party licenses and/or terms of service, except that the Sections “License”, “Disclaimer of Warranty” and “Limitation of Liability” of this Agreement also govern Participant’s use of the Third Party Software. Participant agrees to comply with the terms and conditions of the relevant Third Party Software licenses and/or terms of service.
1.4. SimpListic’s Obligations.
1.4.1 SimpListic will make available for download the Beta Test Material to Participant at SimpListic’s expense.
1.4.2. SimpListic will provide technical support for the Beta Test Material.
1.4.3. SimpListic has no obligation to develop or provide any updates or revisions to the Beta Test Material, and SimpListic reserves the right to alter or adjust performance specifications for the Beta Test Material as it deems necessary or desirable.
1.4.4. SimpListic will provide the instructions, safety information, warnings or cautions concerning the Beta Test Material.
1.5. Participant’s Obligations and Representations.
1.5.1. Participant agrees to test and evaluate the Beta Test Material as requested and described in any instructions provided by SimpListic. Participant agrees to familiarize itself with the Beta Test Material information, instructions and documentation provided by SimpListic and to only use or test the Beta Test Material as directed. Participant will promptly notify SimpListic of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Beta Test Material known to or discovered by Participant. Participant agrees to provide SimpListic with such reports via the methods designated by SimpListic and to promptly respond to any and all reasonable inquiries, questionnaires, surveys, and other test documents submitted to Participant by SimpListic.
1.5.2. If Participant is a company or other entity, Participant shall designate to SimpListic, an employee or representative who will serve as the single point of contact and who will be responsible for maintaining communication with SimpListic. In addition, the address, where Participant will test the Beta Test Material, will be provided to SimpListic. If Participant changes either its contact person or address, it will promptly notify SimpListic of such change.
1.5.3. Participants agree, that as a condition of participation in the Beta Program, SimpListic will have access to all information transmitted to or received from Participant in the Beta Program for the purposes of research and refining our service.
1.5.4. Participant agrees to return any Beta Test Material to SimpListic within seven (7) days of Participant’s receipt of SimpListic’s request to do so.
1.5.5. Any feedback, ideas, modifications, suggestions, improvements, and the like made by Participant with respect to the Beta Test Material (“Supportive Information”) will be the property of SimpListic. Participant agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Supportive Information and the related intellectual property rights to SimpListic. SimpListic may disclose or use Supportive Information for any purposes whatsoever without any obligation to Participant.
1.5.6. Participant agrees to bear all incidental costs (such as, costs for Internet and phone services, accessories, cabling, etc.) associated with the testing of the Beta Test Material and incurred during Participant’s possession of the Beta Test Material, unless otherwise agreed to in writing by both parties.
1.5.7. You represent that neither you nor any household member is: a) a member of the press or any public newsgroup, or b) an employee or representative of any competitor of SimpListic. “Competitor” means any person, firm, corporation, or other entity that provides products or services, or has any significant or material business, in either the home security or smart home industries.
1.5.8. Participant agrees to be bound by any additional terms and guidelines in SimpListic’s Website
Terms of Use and SimpListic’s Website
Privacy Policy, including any community guidelines and/or prohibited use, in connection with any user forums available or accessible during the Beta Program.
2. Costs. Each Party shall be responsible for its own expenses associated with the Beta and this Agreement. For purposes of clarification, Participant will provide the SimpListic Software for the Beta at no charge.
3. Confidentiality.
3.1. Participant acknowledges that as a Beta User, Participant, the members of Participant’s household, or Participant’s employees (as applicable, “Recipients”), may have access to, and SimpListic may disclose to Participant, certain valuable information belonging to and relating to SimpListic which SimpListic considers confidential, including, but not limited to, information concerning the Beta Test Material, the Beta Test Material’s trademark(s) and trade name(s), computer programs, user manuals, sales and marketing plans, business plans, processes, and other trade secrets (“Confidential Information”). Participant shall ensure that Participant and all Recipients, use the Confidential Information solely for testing purposes and shall not disclose, without SimpListic’s written consent, such Confidential Information to third parties or use such Confidential Information for their own benefit or for the benefit of third parties.
3.2. If Participant is a company or other entity, Participant shall disclose Confidential Information only to those of its employees who need to know such information for the purpose of testing SimpListic’s products and services, and who are subject to written obligations of confidentiality.
3.3. Participant acknowledges that the Beta Test Material contains Confidential Information developed or acquired by SimpListic and that all right, title and interest therein and in other SimpListic Confidential Information remain vested in SimpListic. Participant shall not, and shall ensure that all Recipients do not, disclose that it is evaluating or testing or has evaluated or tested the Beta Test Material (or the results of such testing) to any third party without SimpListic’s prior written consent, including but not limited to disclosure over social media. In addition, Participant agrees to treat any communications and reports prepared under this Agreement as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without SimpListic’s prior written consent.
3.4. This Agreement shall impose no obligation of confidentiality upon Participant with respect to any portion of the Confidential Information which: (i) now or hereafter, through no act or failure to act on Participant’s part, becomes generally known or available; (ii) is known to Participant at the time Participant receives same from SimpListic as evidenced by written records; (iii) is hereafter furnished to Participant by a third party as a matter of right and without restriction on disclosure.
4. Proprietary Rights; No Right to Copy, Modify, or Disassemble.
4.1. The Beta Test Material provided by SimpListic and all copies thereof, are proprietary to and the property of SimpListic. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Beta Test Material are and will remain vested in SimpListic and Participant shall have no such intellectual property rights in the Beta Test Material.
4.2. Participant may not, and shall prevent all Recipients from attempting to, copy or reproduce the Beta Test Material without SimpListic’s prior written consent, except as reasonably needed to perform its obligations hereunder.Participant may not, and shall prevent all Recipients from attempting to, copy or reproduce any software or documentation provided by SimpListic, without SimpListic’s prior written consent, except as is reasonably needed to perform Participant’s obligations under this Agreement. Each permitted copy of software or documentation must contain SimpListic’s proprietary and copyright notices in the same form as on the original. Participant shall not remove or deface any portion of any legend provided on any part of the Beta Test Material.
4.3. Participant agrees to secure and protect the Beta Test Material in a manner consistent with the maintenance of SimpListic’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents.
4.4. Participant shall not, and shall prevent all Recipients from attempting to, reverse engineer, alter, modify, disassemble or decompile the Beta Test Material, or any part thereof, without SimpListic’s prior written consent.
5. Disclaimer of Warranty. By its nature, the Beta Test Material may contain errors, bugs and other problems that could cause system failure and the testing and quality assurance of the Beta Test Material may not yet be completed. Participant acknowledges and agrees that the Beta Test Materials may contain, in SimpListic’s sole discretion, more or fewer features or different licensing terms than subsequent commercial release versions. Because the Beta Test Material is subject to change, SimpListic reserves the right to alter the Beta Test Material at any time, and any reliance on the Beta Test Material is at Participant’s own risk. Without limiting any disclaimer of warranty or other limitation stated herein, Participant agrees that any Beta Test Materials are not considered by SimpListic to be suitable for commercial use, and that they may contain errors affecting their proper operation. PARTICIPANT ACCEPTS THE BETA TEST MATERIAL “AS IS.” SIMPLISTIC MAKES NO WARRANTY OF ANY KIND REGARDING THE BETA TEST MATERIAL. SIMPLISTIC HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS. NEITHER SIMPLISTIC NOR ITS LICENSORS WARRANT THAT THE BETA TEST MATERIALS OR THE THIRD PARTY SOFTWARE WILL MEET PARTICIPANT’S REQUIREMENTS, THAT THE OPERATION OF THE BETA TEST MATERIALS OR THE THIRD PARTY SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE BETA TEST MATERIALS WILL BE CORRECTED.
6. Term and Termination.
6.1. Effective Date. The term of this Agreement shall begin on the date set forth above (or, if no date is given, then the later of the dates each party accepted this Agreement by written signature) and shall continue until terminated as set forth below. Upon termination of this Agreement for any reason, the obligation to protect Confidential Information shall survive such termination.
6.2. This Agreement shall terminate upon ten (10) days prior written notice by either party.
6.3. Upon termination of this Agreement, Participant agrees to (a) return the Beta Test Material and all copies thereof to SimpListic, if requested by SimpListic in writing to do so, within seven (7) days after such termination, or (b) if requested by SimpListic to do so, certify to SimpListic in writing that the Beta Test Material and all copies thereof have been destroyed.
The provisions of, and the obligations of the parties under, Sections 3, 4, 5, 6, 7 and 8 and any other provisions that would normally survive, shall survive the termination of this Agreement.
7. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED OR IMPLIED HEREIN, NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES SUFFERED BY THE OTHER OR BY ANY ASSIGNEE OR OTHER TRANSFEREE OF THE OTHER, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
8. Exporting Restrictions; United States Government Legends. Beta Test Materials, including Software, provided to Participant may be subject to United States Export Restrictions. Participant agrees not to export or re-export any Beta Test Material or accompanying documentation in violation of any applicable laws and regulations of the United States or the country in which Participant obtained them.
9. General.
9.1. Governing Law. This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida without regard to principles of conflicts of laws.
9.2. Force Majeure. During the term of this Agreement, neither Party shall be in default of its obligations to the extent that its performance is delayed or prevented by causes beyond its reasonable control, including but not limited to acts of God, natural disasters, bankruptcy of a contractor, supplier or service provider, strikes and other labor disturbances, acts of war or civil disturbance.
9.3. Assignment; Severability. Participant shall not assign any rights or delegate any obligations under this Agreement, by operation of law or otherwise, without SimpListic’s prior written consent; any attempted assignment shall be null and void and shall result in the termination of this Agreement. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
9.4. Notices. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier or facsimile transmission or by registered mail, return receipt requested. Notices shall be sent to the signatories of this Agreement at the addresses set forth at the beginning of this Agreement or such other address as either Party may specify in writing. Notices shall be effective upon receipt.
9.5. No Agency. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties.
9.6. Non-Exclusivity. This is a non-exclusive agreement. Nothing contained herein shall be deemed to restrict either Party from quoting, offering to sell or selling to others. Nothing contained in this Agreement precludes or in any way limits either Party from entering into similar agreements with other entities, including, but not limited to, agreements between Participant and other companies related to other interoperability projects or integrated offerings.
9.7. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement may only be changed by mutual agreement of authorized representatives of the Parties in writing.
9.8. Waiver. No failure on the part of either Party to exercise, and no delay in exercising any right or remedy hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.
9.9. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. The Parties may sign and deliver this Agreement by facsimile transmission. Each Party agrees that the delivery of this Agreement by facsimile shall have the same force and effect as delivery of original signature pages and that each Party may use such facsimile signatures as evidence of the execution and delivery of the Agreement by all Parties to the same extent that an original signature could be used.
By accepting this Agreement, I represent and warrant that (i) I am duly authorized to submit this Agreement as a Participant; (ii) the information provided in the Beta Program, is true, accurate, and complete; (iii) I have read the Agreement in its entirety; and (iv) I understand and accept the terms and conditions contained in this Agreement (including any updates thereto). I further understand and accept that the approval or rejection of being selected as a Participant is at the sole discretion of SimpListic.
