Crookneck Apps Beta Trial Agreement

Crookneck Apps Beta Trial Agreement (the “Agreement”)

This Agreement is between you and Crookneck Consulting LLC (the “Software Provider”).

By downloading, installing or executing apps made available to you by the Software Provider (the “Software”), you agree to the terms of this Agreement between you and the Software Provider.

Whereas, the Software Provider is conducting a beta trial (the “Trial”) of the Software and wishes to provide a copy of the Software to you for the purposes of obtaining feedback from you on its performance, features, functionality, usability and design:

  1. Beta Software. You acknowledge and accept that the Software is in Beta trial. During the Trial the Software may be functionally incomplete, inaccurate, imprecise, non-functional or unusable. You acknowledge that the Software is made available to you solely for testing purposes and remains in development during the Trial.
  2. Right to use Software. The Software Provider hereby grants to you a license to install and use the Software at no charge on compatible devices owned by you for the purpose of evaluating the Software for the term of the Trial.
  3. Personal Information. You hereby consent to the Software Provider maintaining personal information provided to it by you, including but not limited to name, e-mail address and device identifiers, for the purpose of administering the Trial.
  4. No obligation to act on feedback. You agree that the Software Provider is under no obligation to incorporate or act upon any feedback that you may provide during, at or after the conclusion of the Trial.
  5. No consideration. You agree that no consideration is due to you from the Software Provider with respect to your participation in the Trial.
  6. Termination. The Software Provider reserves the right in its sole discretion to terminate the Trial or to terminate your participation in the Trial at any time without notice. Upon termination of the Trial or your participation in the Trial, you agree to cease use of the Software and to delete any copies of the Software provided to you by the Software Provider if requested to do so. You may terminate your participation in the Trial at any time by giving written notice to the Software Provider.
  7. Time-limited software. You understand and accept that the Software may be time-limited and may cease functioning at a future date, after which an updated version, if available, shall be required to retain functionality.
  8. Intellectual Property. You agree that the Software Provider may in its sole discretion incorporate any concepts, designs, inventions, improvements or changes (“Intellectual Property”) communicated to it by you during the course of the Trial into the Software and any derivative, successor or associated works of the Software, including but not limited to the production version of the Software. You hereby grant the Software Provider a perpetual, non-exclusive, fully paid-up right and license to use, modify and improve upon the Intellectual Property.
  9. Confidentiality. For the purposes of this agreement, Confidential Information means the Trial, the Software, and any related documentation, commercial and technical information related to the Software that is provided to you during the course of the Trial. You agree to hold the Confidential Information in strict confidence and to take reasonable precautions, as you would take to protect your own confidential information, not to disclose the Confidential Information to any third party without the prior consent of the Software Provider. The Confidentiality obligation shall survive termination of this Agreement and the Trial.
  10. No publicity. You agree not to disclose publically your participation in the Trial, any details of the Software, including, but not limited to, descriptions of its functionality, design or performance or any screenshots, without the prior written consent of the Software Provider.
  11. Ownership. The Software and all Intellectual Property Rights thereto and therein are and shall be owned by the Software Provider unless otherwise specified in this Agreement and are protected by United States and international copyright laws and treaty provisions. This Agreement does not transfer to you any title or ownership interest in or to the Software or Intellectual Property Rights related to the Software. Except for the rights expressly granted herein, the Software Provider retains all right, title and interest in and to the Software and to any modifications, improvements or other materials developed by it pursuant to this Agreement and all Intellectual Property Rights therein. This Agreement conveys no rights to you in any future enhancements or upgrades made to the Software by the Software Provider.
  12. Restrictions. You agree not, without prior written consent from the Software Provider, to:
    • modify the Software;
    • write or develop any derivatives of the Software or any other software program based upon the Software or any Confidential Information;
    • remove, alter, or cover any copyright notices or other proprietary rights notices from the Software;
    • allow access to the Software by any third party;
    • decompile, disassemble or reverse engineer the source code of the Software, or permit a third party to do the same;
    • sublicense, assign, lease or otherwise transfer to any third party (including without limitation any subsidiaries, parents or affiliates) any of the Software or the license granted by this Agreement, in part or in whole;
    • disable, interfere, workaround or otherwise defeat or attempt to defeat any security mechanisms included in the Software, or permit a third party to do the same.
  13. DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED ON AN “AS-IS” BASIS AND THE SOFTWARE PROVIDER MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING THE SOFTWARE, DOCUMENTATION, OR ANY MATERIALS OR OTHER PRODUCTS OR SERVICES FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE SOFTWARE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND OTHER MATERIALS AND PRODUCTS OR SERVICES. THE SOFTWARE PROVIDER DOES NOT REPRESENT THAT THE USE OF THE PRODUCTS WILL BE COMPLETELY SECURE, UNINTERRUPTED OR ERROR-FREE.
  14. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE SOFTWARE PROVIDER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE, EVEN IF THE SOFTWARE PROVIDER OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
  15. GOVERNING LAW; JURISDICTION. THIS AGREEMENT IS ENTERED INTO IN THE STATE OF COLORADO AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO ANY CONFLICT-OF-LAWS PROVISIONS. JURISDICTION FOR ANY DISPUTE REGARDING THIS AGREEMENT SHALL BE IN THE COUNTY OR DISTRICT COURTS OF BOULDER COUNTY FOR THE STATE OF COLORADO, OR IF THERE IS EXCLUSIVE FEDERAL JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO. THE PARTIES AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS.


  16. Crookneck Apps Beta Trial Agreement

    July 2012

    Revision 01