Beta Tester Agreement
1. ARRANGEMENT AND DEFINITIONS
This is an agreement between
Kaleidoscope Axiom Inc (Kaleidoscope Axiom)
The Beta tester (User)
2. SCOPE OF THE AGREEMENT
a) The Software - Product accompanying this Agreement, as a pre-release copy and all affiliated materials, including documentation and information (collectively the “Product”), is copyrighted. Scope of this agreement is the licensing (not selling) or the “Product” to You, as the “User”. Kaleidoscope Axiom reserves all rights not expressly granted.
3. DEFINITION OF TERMS
a) “Product” describes all software, documentation and information provided as part of the software
b) “Humanistic Approach”- the process developed by Kaleidoscope Axiom used to create the Humanistic Tree
c) “Humanistic Tree”- The output, mind map framework created by the Humanistic Approach
d) “Values”- broad motivational goals, stable standards by which we evaluate everything else, including the appropriateness of any norms, attitudes, traits, or virtues that may be suggested to us.
e) “Practitioner”- Professional providing services such as guidance, psychotherapy, counselling or coaching to an individual or group.
f) This agreement was created on March 17, 2018 and is the most current version.
4. COPYRIGHTS AND OWNERSHIP
a) Ownership and Copyright of Krystallos and Krystallos Pro and all copies thereof remain with Kaleidoscope Axiom. The Product is copyrighted and protected by Canadian copyright laws and International treaty provisions.
b) “User” will not remove copyright notices from the Software.
c) “User agrees to prevent any unauthorized copying of the Software.
d) Kaleidoscope Axiom does not grant any express or implied right to the “User” under Kaleidoscope Axiom’s patents copyrights, trademarks or trade secret
5. LICENSE AND ACCEPTABLE USE
a) Limited License. The User is entitled to access, download or install Krystallos Pro and/or Krystallos solely for the purpose to performing the obligation under this Agreement.
b) The license extends to the User’s clients in that they can download install and use Krystallos once a user account has been created in Krystallos Pro for them by the User.
c) Neither User nor their clients may reproduce, sell, license or transfer any part of the Product
6. DISCLAIMER OF LIABILITIES AND WARRANTIES
a) Kaleidoscope Axiom is not obligated to continue to develop, productize, support repair offer for sale or in any other way continue providing Products to User or any other party. Krystallos Pro is Provided “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. IN NO EVENT SHALL Kaledioscope Axiom BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFIT, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT. This applies to the current and all future versions of the Product.
7. TERM AND TERMINATION
a) The User is granted an open-ended license with no end date established.
b) The User may terminate this agreement at any time by notifying Kaleidoscope Axiom of their desire to cease as a Beta Tester.
c) Kaleidoscope Axiom is required to provide notice of 30 days before termination of this agreement. Unless:
d) The User has not completed nor requested an extension on completing the questionnaire within the 30 days &
e) The User is creating new accounts for clients - or-
f) It is determined the User is creating accounts for people other than their clients.
g) Under these grounds Kaleidoscope Axiom has the right to terminate this agreement immediately.
h) Upon termination, the User will no longer have the ability to add new clients. However the User will continue to have access to all data they currently have.
j) After termination of this agreement, if the User would like to use the product, they can do so as a paying customer.
k) Regardless of how or who terminates this agreement all confidentiality and privacy agreements remain intact for a period of no less than three years.
a) The User agrees to immediately report any flaws, errors or imperfections found in the Product.
b) The User further agrees to complete an occasional questionnaire within a 30 day period of receiving the questionnaire from Kaleidoscope Axiom
c) The User is aware that the Beta Testing process is an important part of product development. Therefore the User will put forth their best effort to promptly report on all aspects of the Product both positive and negative and acknowledges that any improvements or implemented ideas made to the product as a result of these reports will become the property of Kaleidoscope Axiom and fall under any patents, copyrights trademarks or intellectual Property of the Product.
9. CONFIDENTIALITY AND NON-DISCLOSURE
a) The User will not disclose Krystallos Pro or any comments regarding Krystallos Pro to any third party without the prior written consent of Kaleidoscope Axiom. The User will maintain the confidentiality of Krystallos Pro with at least the same degree and care that you use to protect your own confidentiality and proprietary information, but no less than a reasonable degree of care under the circumstances. Kaleidoscope Axiom reserves the right to seek injunctive and /or equitable relief in the event of the User breeching this agreement. The User will not be liable for the disclosure of any confidential information which is:
b) In the public domain other than by a breach of this agreement on User’s part. or
c) Rightfully received from a third party without any obligation of confidentiality or
d) Rightfully known to User without any limitation on use or disclosure prior to its receipt from Kaleidoscope Axiom or
e) Generally made available to third parties by Kaleidoscope Axiom without restrictions on disclosure.
f) Kaleidoscope Axiom will not disclose who is part of the Beta group or any information shared by each User without Users written consent.
g) Kaleidoscope Axiom will notify the User immediately of any security breaches.
10.SUPPORT, MAINTENANCE AND FUTURE RELEASES
Kaleidoscope Axiom will provide a basic level of support to ensure the Product is working. Any other maintenance or support is at the sole discretion of Kaleidoscope Axiom.
Kaleidoscope Axiom is not obligated to release a commercial version of the Product. If a commercial version is released it may have functionality and features not available in this beta product. Kaleidoscope Axiom is not obligated to offer all features of the product to Beta testers.
12.FEES AND PAYMENTS
a) There are no fees associated with this license for Beta testing of the product. The user is responsible for any cost associated with using the product and performance of all testing and evaluation activities.
a) This is the complete agreement for the beta testing of the Product. No part of this agreement will be modified or waived unless signed by all parties. Request to modify the agreement must be presented in writing to all parties in this agreement.
a) This agreement is between Kaleidoscope Axiom and the User. The User may not assign, delegate or transfer any part of the responsibilities under this agreement.
15.GOVERNING LAW AND JURISDICTION/ARBITRATION
a) This agreement will be governed and construed under the laws of the Province of Ontario as if performed wholly within the province and without giving effect to the principles of conflict of law rules or any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods., the application of which is expressly excluded. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or provincial court located in Ottawa, Ontario and the parties hereby consent to personal Jurisdiction and venue therein.