BETA USAGE AGREEMENT
Last Updated: August 26, 2021
READ THIS BETA USAGE AGREEMENT (“AGREEMENT”) CAREFULLY. BY DOWNLOADING, INSTALLING OR USING THE VERTO SOFTWARE YOU INDICATE THAT YOU HAVE READ, AND ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU (“YOU”, “YOUR”) DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE PRODUCT AND USE THE RELATED SERVICES KNOWN AS VERTO (the “VERTO APP”).
The purpose of this Agreement is to set forth the terms and conditions under which AGENTIS PAYMENTS LTD., with its principal place of business located at 999 W Hastings St #1820, Vancouver, BC V6C 2W2 (“Agentis“), at its sole discretion will provide to You a copy of the Verto App.
1. Grant of License.
1.1 Subject to Your compliance with all of the terms and conditions of this Agreement and the Terms of Service https://ver.to/terms-of-service/, Agentis grants to you, during the term of this Agreement, the nontransferable, non-sublicensable, nonexclusive, revocable right to use copies of the object code beta version of the Verto App for the sole purpose of internal pre-release evaluation and testing.
1.2 You agree that the Verto App is for Your own personal use only and that You will not sell or transfer any copies of the Verto App, will not license, sublicense, rent or lease the Verto App, or otherwise make the Verto App available to third parties or otherwise commercially exploit or make any money from the Verto App.
1.3 You agree not to cause or permit the disassembly, reverse compilation, or reverse engineering of the Verto App.
1.4 You hereby acknowledge that all worldwide right, title and interest in the Verto App is owned by Agentis regardless of whether a proprietary notice appears on the Verto App or whether any filings or applications for any such right, title or interest has been filed or applied for anywhere in the world. You do not acquire any rights in the Verto App, express or implied, other than those expressly specified in this Agreement.
2. Term and Termination.
2.1 The term of this Agreement commences upon the date You first download, use or install the Verto App (“Effective Date”) and continues until Agentis decides to terminate it. This does not limit any of Agentis’ other rights to terminate under this Agreement. At any time without notice, Agentis may terminate this Agreement or stop providing any service to You related to the Verto App at that time, without cost, charge or liability and with or without cause.
2.2 The Agreement will terminate immediately without cost, charge or liability to Agentis on whichever event below happens first:
- if You fail to comply with any of the terms or conditions of this Agreement,
- if You cease to use the Verto App,
- on the day Agentis notifies You that this Agreement is terminated, or
- the date of general commercial availability of the Verto App.
2.3 Following the expiry or termination of this Agreement for any reason, You must immediately cease any use of the Verto App, and uninstall and destroy any copies of the Verto App in your possession or control.
2.4 Nothing in this Agreement will be deemed to require Agentis to make the Verto App commercially available on any particular date nor does Agentis make any such representation or warranty, express or implied, regarding any such commercially available version. Nothing in this Agreement will be deemed to convey to You the rights to use a commercially released version of the Verto App or any components thereof, if and when such are available. Use of such commercial product will be subject to a separate agreement between Agentis and You.
3. Your Feedback.
3.1 You agree to provide Agentis with comment and information regarding your use of the Verto App (“Feedback”). Feedback will include, but is not limited to, information regarding any problems or defects in the Verto App You encounter and may include suggestions to improve the Verto App. You will provide Feedback to Agentis by accessing the customer support functionality available in the Verto App and Website.
3.2 All right, title and interest in any Feedback will be the sole and exclusive property of Agentis and may be used by Agentis in any way without compensation restriction or obligation to You. Agentis may, for any purpose it decides, use, incorporate, or not use or incorporate any Feedback, ideas, concepts, know-how, or techniques in or to the Verto App or other product or services that result from Agentis’ access to or work with any information exchanged pursuant to this Agreement, without restriction, compensation or consideration of any kind to You. Agentis owns any test results, data information and other output generated by Your use of the Verto App.
4. Limits of Liability and Warranty.
4.1 LICENSEE AGREES THAT THE SOFTWARE IS EXPERIMENTAL AND THAT AGENTIS DOES NOT WARRANT THE SOFTWARE IN ANY WAY, INCLUDING BUT NOT LIMITED TO PERFORMANCE OR FEATURES OF THE SOFTWARE. ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS REGARDING THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, BE UNINTERRUPTED, VIRUS OR ERROR-FREE, TIMELY, OR SECURE OR ANY OTHER WARRANTY, REPRESENTATIONS OR CONDITIONS WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED BY AGENTIS.
4.2 THE SOFTWARE IS PROVIDED “AS IS” FOR EVALUATION AND TESTING PURPOSES ONLY, AND OWING TO ITS EXPERIMENTAL NATURE, YOU ARE ADVISED NOT TO RELY ON THE FEATURES OR PERFORMANCE OF THE SOFTWARE FOR ANY REASON. YOU AGREES TO USE THE SOFTWARE WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF DATA, HARDWARE, AND SOFTWARE IN THE SOFTWARE’S OPERATING ENVIRONMENT.
4.3 YOU FURTHER AGREE THAT IN NO CIRCUMSTANCES SHALL AGENTIS BE HELD LIABLE FOR ANY DAMAGES OR LOSS OF ANY KIND RELATED TO, OR ARISING OUT OF THE USE OF, NON-USE OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF AGENTIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AGENTIS’ LIABILITY FOR DAMAGES HEREUNDER EXCEED THE AMOUNTS ACTUALLY RECEIVED BY AGENTIS FROM YOU UNDER THIS AGREEMENT.
4.4 ANY CONTENT SENT, TRANSMITTED, USED, DERIVED OR OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT THE YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM, SOFTWARE, HARDWARE, DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SOFTWARE.
4.5 NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM AGENTIS, AGENTIS’ EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
4.6 THE LIMITATIONS OF WARRANTY AND LIABILITY IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH.
5. Trade Secrets, Confidentiality and Personal Information.
5.1 In evaluating the Verto App, You recognize that the Verto App is confidential and proprietary to, and a trade secret owned by, Agentis. You hereby agree not to disclose to third parties, without the prior written permission from Agentis any information provided under this Agreement to You in any way, including, but not limited to, information relating to Verto App, its existence, design and performance capabilities, the results of any performance/benchmark tests, any authorization codes or license keys, source code, object code, documentation and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by Agentis to You under this Agreement (“Confidential Information”). You will treat all Confidential Information as Agentis’ sole and exclusive property. You will hold such Confidential Information in the strictest confidence and take all reasonable steps to protect such from any use, reproduction, publication, disclosure or distribution except as specifically authorized by this Agreement.
6. Support and Updates.
6.1 You acknowledge and agree that the Verto App is completely unsupported. Agentis will have no obligation to support or provide support services to You relating to the Verto App. Agentis may, but is not obligated to do so, make such services available to You at its sole discretion.
6.2 Agentis may from time to time make available updates, enhancements and/or modifications to the Verto App and may, at its sole discretion, provide such updates to You which will be identified by a change in the Verto App version number, but is under no obligation to do so. The provision by Agentis to You of such updates, enhancements and/or modifications to the Verto App may require You to enter in the new version of this Agreement or, alternatively, will be subject to all covenants and conditions of this Agreement, including, but not limited to, the restrictions on Your use of the Verto App and Agentis ‘s disclaimer of warranties.
7.1 This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, excluding its conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The parties hereby agree to submit to the exclusive jurisdiction of the courts of the Province of British Columbia for any claims, proceedings or actions arising out of, or related to, this Agreement, except for applications by Agentis for any form of injunctive relief.
7.2 This Agreement and the Terms of Service constitute the entire agreement between the parties and supersedes and replaces all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. In the event of a conflict between the terms of this Agreement and the Terms of Service, this Agreement shall prevail. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement. No other act, document, usage or custom will be deemed to modify or amend this Agreement.
7.3 If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be severed from the Agreement and the other provisions will remain in full force and effect.
7.4 Those sections of this Agreement which, by their nature, ought to survive any actual or purported termination or expiry of this Agreement, will survive and continue in full force and effect, including, but not limited to Sections 1.4, Sections 2.3 and 2.4, Sections 3, 4, 5 and 7.
7.5 You may not assign all, or any part of, this Agreement. Agentis may assign this Agreement, or any part thereof, in Agentis’ sole discretion.
7.6 This Agreement binds You, your legal representatives, executors and permitted assigns.
7.7 You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Verto App. You hereby waive any rights or requirements under any laws or regulation in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable and mandatory law.