Allset Tipping Agreement

This Beta Test Agreement (“Agreement”) is entered into between the “User” and Allset, Inc. (the “Company”).

Background

The Company has developed a beta version of its software that will allow service providers to collect tips through text messaging (the “Beta Tipping Product”). The User wants to use the Beta Tipping Product to increase tips for its service providers. As set forth in this agreement, the User will be granted a license to use the Beta Tipping Product. In connection, the Company must be granted access to certain customer information for the purpose of facilitating use of the Beta Tipping Product. Accordingly, this agreement will govern the terms of this arrangement.

Agreement

Section 1. Use of Beta Tipping Product

  • License Grant: The Company grants User a nonexclusive, nontransferable license to use the Beta Tipping Product for a period of 30 days for the purpose of testing and evaluating the Beta Tipping Product.
  • Product Performance: The Beta Tipping Product is not at the level of performance of a commercially available product offering. The Beta Tipping Product may not operate properly and may be substantially modified prior to first commercial release, or at Company’s option, may not be released commercially. The User may make suggestions and request features that the Company will consider, but cannot guarantee they will be implemented. The Company will be reasonably available to assist User with functionality issues that may arise with the Beta Tipping Product.
  • No Ownership: The User agrees that nothing contained in this agreement shall be construed as granting any ownership rights to the Beta Tipping Product. The User shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from the Beta Tipping Product. The Recipient will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Beta Tipping Product.
  • No Warranty: The Beta Tipping Product is provided “as is” without warranty of any kind, and User disclaims all warranties, express, implied, or statutory. No oral or written advice or consultation given by the Company, its agents, or employees will in any way give rise to a warranty. The entire risk arising out of the use or performance of the Beta Tipping Product remains with the User.
  • Limitation on Liability: The Company shall not be liable for loss of use, lost profit, cost of cover, loss of data, business interruption, or any indirect, incidental, consequential, punitive, special, or exemplary damages arising out of or related to the Beta Tipping Product or this agreement, however caused and regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even is such parties have been advised of the possibility of such damages.

Section 2. Grant of Access to customer information

  • Information Access: The User will grant the Company access to information about its customers, including but not limited to customer name, customer phone number, and appointment date and times (all such identifying information “Customer Information”). All Customer Information will be stored on the User’s platform. Company will merely be granted access to such Customer Information.
  • Confidentiality: The Company agrees to hold such Customer Information in strict confidence, and will not disclose any Customer Information to any third party except as approved in writing by the User.
  • Consent of Customers: The User will be responsible for obtaining any consents required by law in connection with disclosing Customer Information to the Company.
  • Use of Information: The Company will use such Customer Information for no purpose other than facilitating use of the Beta Tipping Product. The Company shall only permit access to the Customer Information to those of its employees having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. The Company will not sell or provide any Customer Information to third parties.
  • Survival: The Company’s obligations under this Section 2 will survive termination of this agreement.

Section 3. Miscellaneous

  • Governing Law: This agreement will be governed by and construed in accordance with the laws of the state of Delaware.
  • Injunctive Relief: The parties hereby agree that any breach of this agreement may cause the other party irreparable harm for which recovery of damages would be inadequate. Each party will therefore be entitled to obtain timely injunctive relief for any breach of this agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
  • Non-assignment: Neither party may assign or transfer any rights or obligations under this agreement without prior written consent of the other party.
  • Amendment: This agreement may only be amended in writing, signed by both parties.
  • Survival: The Company’s obligations under this Section 2 will survive termination of this agreement.