Beta Terms

These beta testing terms of service describe the rights and obligations of the User and the Supplier in connection with Beta Feature(s) of the Service and form an essential part of a binding agreement between them (capitalised words used in this introduction and the rest of the beta testing terms of service, including the words “Beta Testing User”, “Supplier” and “Service”, are defined in section 1.1 of Terms of Service, available at https://www.toggl.com/legal/track/). If you are reading this text, there is a good chance that you may be about to become, or perhaps already are, a Beta Testing User. So please do consider these terms carefully as they are likely to affect your rights and obligations.

Beta Testing User is being granted rights under these Beta Terms for the purpose of testing and providing input and other feedback to the Supplier regarding one or more Feature(s) of the Supplier’s proprietary, non-commercially available Service in connection with an existing User Account. These Beta Terms cover all Beta Features made available to a Beta Testing User by the Supplier, including, without limitation, any Beta Feature(s) specifically identified by the Supplier as being in “Beta” or any similar stage of development. The Supplier retains sole and absolute discretion as to what, if any, Beta Feature(s) will be made available to a Beta Testing User during the term of beta testing. While a Beta Testing User is not required to utilize or enable any Beta Feature(s), if a Beta Testing User elects to do so, 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.

To enroll to the Beta Testing Program, the Beta Testing User must log in to the User Account and choose “Enable beta features” under “profile settings”. However, it should be appreciated that Features (including the appearance, titles and location of menus, tabs, fields, buttons, icons and other objects displayed on the Service) are subject to change, meaning that the steps required of the Beta Testing User to enable Beta Feature(s) may vary from time to time. The Supplier will endeavour to keep this procedure as straightforward as possible and will update the Documentation if any changes are made thereto. If the Beta Testing User has difficulties enabling the Beta Feature(s), he/she should contact the Supplier and follow its instructions.

For the term of the agreement formed under these Beta Terms, the Supplier grants to the Beta Testing User a limited, non-transferable, non- exclusive, revocable right to access and use the Beta Feature(s) in connection with an existing User Account to test its functionality and provide feedback to the Supplier. The Supplier hosts and retains physical control over the Beta Feature(s) and only makes the Beta Feature(s) available for access and use by the Beta Testing User via the Service. Nothing in the Agreement obligates the Supplier to deliver or make available any copies of the Service or code from the Beta Feature(s) to the Beta 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 and use of the Beta Feature(s) at any time. Further, the Supplier reserves the right to (i) monitor or measure use of the Beta Feature(s); (ii) validate certain functionality of the Beta Feature(s); and (iii) to provide services or support necessary to maintain the Beta Feature(s).

The Supplier reserves the right to charge fees for use and access to the Beta Features and/or functionalities or may provide the Beta Features and/or functionalities for no charge. The Supplier reserves the right to start charging or revise fee amounts at any time, at its sole discretion, under these Beta Terms or after the Beta Features and/or functionalities are made widely available and incorporated into the Service.

The Beta Testing User may not rent, lease, distribute, or resell the Beta Feature(s), or use the Beta Feature(s) as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Beta Feature(s).

The Supplier may request the Beta Testing User to provide suggestions, enhancement requests, and recommendations regarding the Beta Features(s). This feedback may include informing the Supplier about the performance, ease of use, Feature(s) that may be missing, and any bugs encountered during the use of the Beta Feature(s). The Supplier may contact the Beta Testing User and the Beta Testing User can make available a reasonable amount of time to discuss the Beta Feature(s) with the Supplier if so requested. The Supplier may without restriction or fee use, modify and incorporate this feedback into the Beta Feature(s) and other parts of the Supplier’s products and/or Service without any restriction and without any payment.

The Parties acknowledge that the Agreement does not transfer any right, title or interest in any Intellectual Property right to the other. The Supplier maintains all rights, title and interest in and to all its Intellectual Property. The limited rights granted to the Beta Testing User to access and use the Beta Feature(s) under the agreement formed under these Beta Terms do not convey any additional rights in the Beta Feature(s), or in or to any Intellectual Property associated therewith. Subject only to the limited rights to access and use the Beta Feature(s) as expressly provided 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 Beta Feature(s), including all related Intellectual Property rights, will remain with and belong exclusively to Toggl.

The agreement formed under these Beta Terms shall commence upon a User’s enrollment in the Beta Testing Program and shall terminate upon the Beta Testing User’s unenrollment from the Beta Testing Program.

To unenroll from the Beta Testing Program, the Beta Testing User must log in to the User Account and choose “disable beta features” under “profile settings”.

Either Party may terminate the agreement formed under these Beta Terms at any time, for any or no reason, and at either Party’s convenience by providing written notice to the other or by unenrolling from the Beta Testing Program as described in Section 8. Upon termination of the agreement formed under these Beta Terms, access to any subsequent Beta Feature(s) is terminated. The Supplier may or may not withhold, remove or discard any content, data, or other information that the Users of the respective Organization posted or uploaded into the Supplier’s Service through the Beta Feature(s). Following termination of the agreement formed under these Beta Terms, the Supplier is not obligated to store, maintain or provide a copy of any content, data or other information that the Beta Testing Users made available or provided through the Beta Feature(s). If not earlier terminated, the Beta Testing User’s obligations under these Beta Terms shall terminate upon termination of the Agreement. Sections 3, 5, 6, 12, and 13 to 15, and all obligations thereunder, shall survive any termination of the agreement formed under these Beta Terms.

The Beta Testing User will not share Beta Feature(s) access rights with any other individual. In the event the Beta Testing User violates the agreement formed under these Beta Terms, the Supplier may suspend and/or terminate the Beta Testing User’s access to the Beta Feature(s).

The Supplier may immediately suspend the Beta Testing User’s access to and use of the Beta Feature(s) if the Beta Testing User is in breach of Section 10, provided that the suspension will continue only for as long as reasonably necessary for the Beta Testing User to remedy the breach.

The Beta Testing User acknowledges and agrees that participation in beta testing under these Beta Terms will result in the Supplier disclosing certain confidential, proprietary and/or trade secret information related to the Beta Feature(s) and/or the Supplier. Such confidential information includes, without limitation, the features, functionality and existence of the Beta Features(s), and any know how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports made available to the Beta Testing User. The Beta Testing User agrees that it will not, without the express prior written consent of the Supplier, disclose any confidential information or any part thereof to any third party, except to the extent that such confidential information (a) is or becomes generally available to the public through any means other than as a result of any act or omission by the Beta Testing User; (b) is rightfully received by the Beta Testing User from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by the Beta Testing User without any reliance on any confidential information. At the termination of the agreement formed under these Beta Terms or at any time by request of the Supplier, the Beta Testing User will return all confidential information in its possession to the Supplier and further agrees that it will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the Beta Feature(s) or any confidential information.

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 SERVICES THEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SUPPLIER DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE BETA FEATURE(S). FOR THE AVOIDANCE OF DOUBT, ALL BETA FEATURE(S) ARE PRELEASE, ARE EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE SERVICE. BETA FEATURE(S) MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USE OF THE BETA FEATURE(S) IS ENTIRELY AT CUSTOMER’S OWN RISK. IN NO EVENT SHALL THE SUPPLIER BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA FEATURE(S), EVEN IF THE SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Customer agrees to indemnify and hold the Supplier, its officers, directors and employees harmless from any losses (including attorneys’ fees) that result from any third party claims related to the Beta Testing User’s access, use or misuse of the Beta Feature(s), or any act or omission by the Beta Testing User in violation of the agreement formed under these Beta Terms.

These Beta Terms may only be altered, amended or modified by duly executed written instrument. You may not assign the Beta Terms without the prior written consent of the Supplier. Subject to the foregoing, the Beta Terms shall be binding upon the Parties and their respective administrators, successors and assigns.