StepITS Pilot Testing Agreement

The terms and conditions below are of application to all those who sign up as Pilot testers of StepITS. If you are going to participate in our StepITS pilot programme, please read the terms below carefully. If the meaning or intention of a clause in the contract is unclear, please get in touch with us for clarification. By participating in our programme you are accepting the terms below.
These terms are not applicable to any final, non-beta versions of any product released by The Hug Group Ltd.

PILOT TESTING PROGRAMME TERMS AND CONDITIONS

THIS AGREEMENT is made by and between The Hug Group Ltd (“we”, “The Hug Group” or the “Company”), and You (“you”, “Licensee” or the “User”).

GENERAL TERMS AND CONDITIONS

1. The Hug Group Ltd has developed a combined software and hardware product, including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material (“StepITS”).
2. The Hug Group desires that StepITS be tested and enhanced prior to general release.
3. Licensee wishes to serve as a Pilot tester for StepITS;
NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:
1. The Hug Group reserves the right to modify or terminate StepITS or your access to StepITS or the participation in our Pilot programme for any reason, without notice, at any time, and without liability to you.
2. The Hug Group Ltd grants to Licensee a non-exclusive, non-transferable license to use StepITS at Licensee’s business location solely for Pilot testing and Pilot use from effective date of agreement for 30 days, subject to the term and conditions below.
3. In consideration for receiving access to StepITS for testing, Licensee agrees to serve as a “Pilot Tester” for StepITS and will notify The Hug Group Ltd of all problems and ideas for enhancements which come to Licensee’s attention during the period of this Agreement, and hereby assigns to The Hug Group Ltd all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
4. Licensee agrees that StepITS is the sole property of The Hug Group Ltd and includes valuable trade secrets of The Hug Group Ltd. Licensee agrees to treat StepITS as confidential and will not without the express written authorization of The Hug Group Ltd:
A. Demonstrate, copy, sell or market StepITS to any third party; or
B. Publish or otherwise disclose information relating to performance or quality of StepITS to any third party; or
C. Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate StepITS or any portion thereof.

5. StepITS is a prerelease product and is not at the level of performance or compatibility of a final, generally available product offering. StepITS may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. StepITS is provided “AS IS” without warranty of any kind. The entire risk arising out of the use or performance of StepITS remains with Licensee. In no event shall The Hug Group Ltd be liable for any damage whatsoever arising out of the use of or inability to use StepITS, even if The Hug Group Ltd has been advised of the possibility of such damages.
6. The Licensee upon completion of the Pilot test agrees to provide material, statistics, or information that is not deemed confidential to Licensee for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by The Hug Group Ltd. Licensee will provide a quote to The Hug Group Ltd that may be used in a press release.
7. This License Agreement shall be governed, construed and enforced in accordance with the laws of the United Kingdom. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision.
8. This Agreement constitutes the entire and only agreement between the parties for StepITS and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
9. Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
10. Failure of The Hug Group Ltd to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
11. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.
12. The information you send us will be deemed confidential, except as specified in clause 5. The Hug Group Ltd will make reasonable efforts to keep such information private, and will not sell it or disclose it to third parties, except with service providers as described in our Privacy Policy, or when required to do so by law.
13. The Hug Group Ltd reserves the right to update these terms and conditions without prior notice. You agree that we may notify you of the Updated Terms by posting them on our website, and that your use of StepITS after the effective date of the Updated Terms constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Use and any Updated Terms before using StepITS. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of StepITS from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.
The Hug Group, Dartford, October 2018