Table of contents
Introduction
These beta testing terms of servicedescribe the rights and obligations of the User and the Supplier in connectionwith Beta Feature(s) of the Service and form an essential part of a bindingagreement between them (capitalised words used in this introduction and therest of the beta testing terms of service, including the words “Beta TestingUser”, “Supplier” and “Service”, are defined in section 1.1 of Terms ofService, available at https://www.toggl.com/legal/track/terms). If you arereading this text, there is a good chance that you may be about to become, orperhaps already are, a Beta Testing User. So please do consider these termscarefully as they are likely to affect your rights and obligations.
Beta Testing User is being granted rightsunder these Beta Terms for the purpose of testing and providing input and otherfeedback to the Supplier regarding one or more Feature(s) of the Supplier’sproprietary, non-commercially available Service in connection with an existingUser Account. These Beta Terms cover all Beta Features made available to a BetaTesting User by the Supplier, including, without limitation, any BetaFeature(s) specifically identified by the Supplier as being in “Beta” or anysimilar stage of development. The Supplier retains sole and absolute discretionas to what, if any, Beta Feature(s) will be made available to a Beta TestingUser during the term of beta testing. While a Beta Testing User is not requiredto utilize or enable any Beta Feature(s), if a Beta Testing User elects to doso, then the Beta Testing User’s use of and access to any such Beta Feature(s)shall be subject to the terms of these Beta Terms.
1. Enrollment
To enroll to the Beta Testing Program, theBeta Testing User must log in to the User Account and choose “Enable betafeatures” under “profile settings”. However, it should be appreciated thatFeatures (including the appearance, titles and location of menus, tabs, fields,buttons, icons and other objects displayed on the Service) are subject tochange, meaning that the steps required of the Beta Testing User to enable BetaFeature(s) may vary from time to time. The Supplier will endeavour to keep thisprocedure as straightforward as possible and will update the Documentation ifany changes are made thereto. If the Beta Testing User has difficultiesenabling the Beta Feature(s), they should contact the Supplier and follow itsinstructions.
2. Limited Use Rights
For the term of the agreement formed underthese Beta Terms, the Supplier grants to the Beta Testing User a limited,non-transferable, non-exclusive, revocable right to access and use the BetaFeature(s) in connection with an existing User Account to test itsfunctionality and provide feedback to the Supplier. The Supplier hosts andretains physical control over the Beta Feature(s) and only makes the BetaFeature(s) available for access and use by the Beta Testing User via theService. Nothing in the Agreement obligates the Supplier to deliver or makeavailable any copies of the Service or code from the Beta Feature(s) to theBeta Testing User or any Customer, whether in object code or source code form.The Supplier reserves the right, in its sole discretion, to revoke access anduse of the Beta Feature(s) at any time. Further, the Supplier reserves theright to (i) monitor or measure use of the Beta Feature(s); (ii) validatecertain functionality of the Beta Feature(s); and (iii) to provide services orsupport necessary to maintain the Beta Feature(s).
3. Payment; Fees
The Supplier reserves the right to chargefees for use and access to the Beta Features and/or functionalities or mayprovide the Beta Features and/or functionalities for no charge. The Supplierreserves the right to start charging or revise fee amounts at any time, at itssole discretion, under these Beta Terms or after the Beta Features and/orfunctionalities are made widely available and incorporated into the Service.
4. Use Restrictions
The Beta Testing User may not rent, lease,distribute, or resell the Beta Feature(s), or use the Beta Feature(s) as thebasis for developing a competitive solution (or contract with a third party todo so), or remove or alter any of the logos, trademark, patent or copyrightnotices, confidentiality or proprietary legends or other notices or markingsthat are on or in the Beta Feature(s).
5. Feedback
The Supplier may request the Beta TestingUser to provide suggestions, enhancement requests, and recommendationsregarding the Beta Feature(s). This feedback may include informing the Supplierabout the performance, ease of use, Feature(s) that may be missing, and anybugs encountered during the use of the Beta Feature(s). The Supplier maycontact the Beta Testing User and the Beta Testing User can make available areasonable amount of time to discuss the Beta Feature(s) with the Supplier ifso requested. The Supplier may without restriction or fee use, modify andincorporate this feedback into the Beta Feature(s) and other parts of theSupplier’s products and/or Service without any restriction and without anypayment.
6. Intellectual Property
The Parties acknowledge that the Agreementdoes not transfer any right, title or interest in any Intellectual Propertyright to the other. The Supplier maintains all rights, title and interest inand to all its Intellectual Property. The limited rights granted to the BetaTesting User to access and use the Beta Feature(s) under the agreement formedunder these Beta Terms do not convey any additional rights in the BetaFeature(s), or in or to any Intellectual Property associated therewith. Subjectonly to the limited rights to access and use the Beta Feature(s) as expresslyprovided herein, all rights, title and interest in and to the Beta Feature(s)and all hardware, software and other components of or used to provide the BetaFeature(s), including all related Intellectual Property rights, will remainwith and belong exclusively to the Supplier.
7. Term of the agreement
The agreement formed under these Beta Termsshall commence upon a User’s enrollment in the Beta Testing Program and shallterminate upon the Beta Testing User’s unenrollment from the Beta TestingProgram.
8. Unenrollment
To unenroll from the Beta Testing Program,the Beta Testing User must log in to the User Account and choose “disable betafeatures” under “profile settings”.
9. Termination
Either Party may terminate the agreementformed under these Beta Terms at any time, for any or no reason, and at eitherParty’s convenience by providing written notice to the other or by unenrollingfrom the Beta Testing Program as described in Section 8. Upon termination ofthe agreement formed under these Beta Terms, access to any subsequent BetaFeature(s) is terminated. The Supplier may or may not withhold, remove ordiscard any content, data, or other information that the Users of therespective Organization posted or uploaded into the Supplier’s Service throughthe Beta Feature(s). Following termination of the agreement formed under theseBeta Terms, the Supplier is not obligated to store, maintain or provide a copyof any content, data or other information that the Beta Testing Users madeavailable or provided through the Beta Feature(s). If not earlier terminated,the Beta Testing User’s obligations under these Beta Terms shall terminate upontermination of the Agreement. Sections 3, 5, 6, 12, and 13 to 15, and allobligations thereunder, shall survive any termination of the agreement formedunder these Beta Terms.
10. Users
The Beta Testing User will not share BetaFeature(s) access rights with any other individual. In the event the BetaTesting User violates the agreement formed under these Beta Terms, the Suppliermay suspend and/or terminate the Beta Testing User’s access to the BetaFeature(s).
11. Suspension of Services
The Supplier may immediately suspend theBeta Testing User’s access to and use of the Beta Feature(s) if the BetaTesting User is in breach of Section 10, provided that the suspension willcontinue only for as long as reasonably necessary for the Beta Testing User toremedy the breach.
12. Confidential Information
The Beta Testing User acknowledges andagrees that participation in beta testing under these Beta Terms will result inthe Supplier disclosing certain confidential, proprietary and/or trade secretinformation related to the Beta Feature(s) and/or the Supplier. Suchconfidential information includes, without limitation, the features,functionality and existence of the Beta Feature(s), and any know-how, tradesecrets, computer programs, source code, flowcharts, diagrams, manuals,schematics, development tools, specifications, design documents, marketinginformation, financial information, business plans or reports made available tothe Beta Testing User. The Beta Testing User agrees that it will not, withoutthe express prior written consent of the Supplier, disclose any confidentialinformation or any part thereof to any third party, except to the extent thatsuch confidential information (a) is or becomes generally available to thepublic through any means other than as a result of any act or omission by the BetaTesting User; (b) is rightfully received by the Beta Testing User from a thirdparty that is not subject to any obligation of confidentiality with respectthereto and without limitation as to its use; or (c) is independently developedby the Beta Testing User without any reliance on any confidential information.At the termination of the agreement formed under these Beta Terms or at anytime by request of the Supplier, the Beta Testing User will return allconfidential information in its possession to the Supplier and further agreesthat it will not duplicate, translate, modify, copy, print, disassemble,decompile or otherwise tamper with the Beta Feature(s) or any confidentialinformation.
13. Disclaimer of Warranties
THE BETA FEATURE(S) ARE PROVIDED “AS IS”.THE SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,REGARDING THE BETA FEATURE(S), INCLUDING ANY REPRESENTATION THAT THE SERVICESTHEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTEDUNDER APPLICABLE LAW, THE SUPPLIER DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY,INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE BETA FEATURE(S). FOR THE AVOIDANCEOF DOUBT, ALL BETA FEATURE(S) ARE PRE-RELEASE, ARE EXPECTED TO CONTAIN DEFECTSWHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OFPERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE SERVICE. BETAFEATURE(S) MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED PRIORTO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USEOF THE BETA FEATURE(S) IS ENTIRELY AT CUSTOMER’S OWN RISK. IN NO EVENT SHALLTHE SUPPLIER BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF ORINABILITY TO USE THE BETA FEATURE(S), EVEN IF THE SUPPLIER HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES.
14. Indemnity
Customer agrees to indemnify and hold theSupplier, its officers, directors and employees harmless from any losses(including attorneys’ fees) that result from any third party claims related tothe Beta Testing User’s access, use or misuse of the Beta Feature(s), or anyact or omission by the Beta Testing User in violation of the agreement formedunder these Beta Terms.
15. Miscellaneous
These Beta Terms may only be altered,amended or modified by duly executed written instruments. You may not assignthe Beta Terms without the prior written consent of the Supplier. Subject tothe foregoing, the Beta Terms shall be binding upon the Parties and theirrespective administrators, successors and assigns.