TWINFLAME DEVELOPMENT, LLC. BETA TESTER AND CONFIDENTIALITY AGREEMENT

 

Thank you for your interest in being a Beta tester for TwinFlame!

 

As with any Beta test program, you will be asked to agree to several conditions before you begin testing our services. Don't worry, we're not asking for much! Here's a summary of the main terms you'll be agreeing to:

  • You acknowledge that you are participating in a TwinFlame Beta program and the info you learn as a tester may be confidential and TwinFlame may restrict sharing of this information, at its sole discretion.

  • You are not a member of the press, nor an employee or representative of any competitor.  Press inquiries should be directed to press@twinflamedev.com - we’re happy to work with you.

  • You may disclose your role or work as a Beta tester to public news groups and social media, but agree to remove any posts if requested by TwinFlame Development, LLC.

  • You will reasonably respond in a timely manner to TwinFlame’s requests for feedback.

  • You license TwinFlame Development, LLC to freely use the feedback and suggestions you provide.

 

IF YOU AGREE TO THESE CONDITIONS, PLEASE READ THE TERMS OF THIS BETA TESTER AND CONFIDENTIALITY AGREEMENT ("AGREEMENT") GOVERNING THE USE OF THE SOFTWARE PROVIDED TO YOU BY TWINFLAME DEVELOPMENT, LLC. ("TF”, “TWINFLAME”).

 

BY USING THE BETA SOFTWARE,  YOU ACCEPT THESE TERMS. THIS WILL CREATE A BINDING AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS OR CANNOT MAKE SUCH REPRESENTATIONS DO NOT USE THE BETA PRODUCT(S) OR MATERIALS.

 

Recitals

A. TwinFlame Development, LLC is developing a certain product (referred to herein as the "Beta Product"). As a tester you will receive from TF software, documentation, or other material, (the "Beta Materials").

B. The Beta Product is currently still in development and experimental form. You have agreed to test and evaluate the Beta Product in accordance with the terms of this Agreement to assist TF in the completion of the Beta Product.

 

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows:

  1. Social Media. You may disclose or discuss: a) The Beta Product, b) Beta Materials, c) TF’s development or marketing plans that you learn about as part of your participation as a tester, and d) your participation in the Beta program. HOWEVER, you agree to remove immediately any public statements on public forums or social media regarding the above upon the request of TwinFlame.  

  2. Confidentiality. You may not disclose or discuss: a) The Beta Product, b) Beta Materials, c) TF’s development or marketing plans that you learn about as part of your participation as tester, d) your participation in the Beta program, and e) verbal or written communications from TF employees, agents, contractors or other representatives regarding Beta Materials and the Beta Product with any member of the press nor with any of TwinFlame's competitors.  Press inquiries can be directed to press@twinflamedev.com.  

  3. No Conflicting Loyalty. You represent that neither you nor any household member is: a) a member of the press, or b) an employee or representative of any competitor of TwinFlame. 

  4. Feedback. You will provide prompt feedback to TF regarding the operation or use of Beta Materials when it is requested. This may include filing online reports, participating in telephone interviews, maintaining a record of problems or errors, providing suggestions and ideas, and responding to written surveys or email homework that may be provided by TF. You acknowledge and agree that TF may use, disclose, reproduce, license, distribute and otherwise commercialize such feedback. You hereby grant to TwinFlame Development, LLC all required licenses in your feedback and the associated intellectual property rights to allow TF to carry out these rights.

  5. Grant of License to Test. Subject to the terms and conditions of this Agreement, TF hereby grants You a personal, nonexclusive, nontransferable and revocable license to use the Beta Product. Your license will be valid only during the time that you are an active participant in any TF Beta Program solely for the purposes of testing and evaluating the Beta Product to assist TF in the completion of its development, and not for any commercial purpose or use. You agree not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which are provided to you hereunder.

  6. DISCLAIMER OF WARRANTIES. You acknowledge and agree that: (a) the Beta Product is not complete in development and has not been commercially released for sale by TF; (b) the Beta Product may not be fully functional, and it is expected that it will contain errors, design flaws or other problems, including problems that may adversely impact the operation of your existing Products; (c) the Beta Product may not be reliable during the time you are participating as a tester in the TF Beta Program; (d) the Beta Product has not passed any potentially required regulatory tests; (e) the Beta Product and its use may result in unexpected results, loss of data, or other unpredictable damage or loss to you; (f) TF is under no obligation to release a commercial version of the Beta Product; (g) you have received the necessary consents and approvals from the owner(s) of any phone hardware where the products will be used/tested in the manner requested by TF; and (h) TF has the right to unilaterally abandon development of the Beta Product at any time and without any obligation or liability to you or any third party. You further acknowledge that you have paid no consideration to TwinFlame for the Beta Product hereunder, and that THE BETA PRODUCT IS BEING SUPPLIED TO YOU "AS IS". TWINFLAME MAKES NO WARRANTIES REGARDING THE BETA PRODUCT, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  7. Ownership. You acknowledge and agree that TF and/or its suppliers own all right, title and interest in and to the Beta Product and in any and all intellectual property rights therein, including but not limited to any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights therein. You agree not to use TF’s trademarks or other business names for any purpose. You will not earn or acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of this Agreement or your performance under this Agreement. To the extent that TwinFlame provides you Beta Materials or Beta Products, you agree that all TwinFlame Materials are and remain the sole and exclusive property of TwinFlame. You further agree, upon request of TF, to return or destroy any Beta Materials at the end of the Beta test. You agree to promptly disclose and hereby assign to TF any suggestions for change and/or improvement to the Beta Product and any related rights thereto and to assist TF, as reasonably requested by TF and at TF’s expense, in obtaining intellectual property protection relating to such suggestions as TF may reasonably direct.

  8. Limitation of Liability. IN NO EVENT SHALL TWINFLAME BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM INSTALLATION OR USE OF THE BETA PRODUCT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT.

  9. Privacy. For purposes of this Beta test program, you agree to allow TF, its employees or agents to contact you using the personal contact information you have provided, such as your name, email, address, and telephone number. TF may store or share this personal contact information with TF employees, agents or authorized contractors in order to communicate with you. TF may use, collect, or store information generated from your testing and use of the TF products and materials being provided to you under this Agreement including data and recordings used to improve the overall TF service (“Usage Data"). TF may disclose, share, redistribute, or publish such Usage Data. If you are outside of the United States, you understand and agree that personal contact information and Usage Data will be transferred to the United States and stored on servers in the United States, subject to laws applicable in the United States.

  10. General Provisions

    1. Termination. This Agreement will automatically expire at the end of your participation as a TF Beta Program tester unless terminated sooner in accordance with this Agreement, and in any case shall expire not more than five (5) years after the date of this Agreement. Either party may terminate this Agreement before the end of your participation in the TF Beta Program for any reason or no reason upon written notice to the other party. This Agreement will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations. Your breach of any of your obligations under the Agreement may result in your immediate removal from the TF Beta program(s). 

    2. Miscellaneous. This Agreement may not be assigned by you without the prior written consent of TF, and any attempt to assign without such consent shall be null and void. You acknowledge that the Beta Product licensed hereunder is subject to the export control laws and regulations of the United States, and any amendments thereto. You warrant that you will comply in all respects with United States exports laws and regulations. This Agreement shall be governed by the laws of the State of Georgia, without reference to its conflict of law principles. You consent to the jurisdiction of the federal and state courts sitting in the State of Georgia. This Agreement constitutes the entire agreement between you and TwinFlame with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. You acknowledge that any breach of your obligations under this Agreement with respect to the proprietary rights of TwinFlame will cause TwinFlame irreparable injury for which there are inadequate remedies at law, and, therefore, TwinFlame will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity.

 

 

For inquiries or questions regarding this Agreement or the Beta Product, please contact support@twinflamedev.com.

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