This Beta Tester Agreement (this "Agreement") is entered into between evispire ("evispire") and you ("Tester"). This Agreement governs your access to and use of certain software and related services (the "Beta Services") offered by evispire solely for testing and evaluation purposes within your own business operations. Further description and related details of the Beta Services may be provided to you at the time you access or engage with the Beta Services. By accessing or using the Beta Services and clicking "I Agree," you accept and agree to be bound by this Agreement and all of its terms. If you do not accept all the terms of this Agreement, you may not use the Beta Services.
You acknowledge and agree that your access and use of the Beta Services will be subject to evispire's Terms of Use (accessible at https://www.evispire.com/terms) ("ToU") and Privacy Policy (accessible at https://www.evispire.com/privacy) ("Privacy Policy"), both of which are incorporated herein by reference.
The Beta Services are considered part of the "Services" as defined in the ToU for purposes of the ToU and Privacy Policy.
In the event of any conflict between the terms of this Agreement and the ToU, the terms of this Agreement shall supersede the ToU with respect to your access and use of the Beta Services.
You acknowledge that:
You assume all risks arising from the use of the Beta Services as further stated in this Agreement.
If you have obligations to any third party, such as under the terms, conditions, or policies of a software or service provider that you use (e.g., QuickBooks) or through which you purchase data services, you, and not evispire, are solely responsible for your compliance with those requirements.
By providing you with access to the Beta Services, evispire does not warrant or guarantee that your use of the Beta Services is allowed by any particular service provider, nor that your use complies with any laws or regulations that may apply to your use or purchase of any other services.
evispire is not liable for your failure to comply with any applicable local, provincial, national, or international laws, treaties, and regulations or any contracts, rules, policies, or procedures applicable to your activities.
Subject to your compliance with the terms and conditions of this Agreement, evispire hereby grants you a limited, non-exclusive, non-transferable, revocable license, during the term of this Agreement, to access and use the Beta Services within your own business operations for the purpose of testing and evaluation. This includes limited commercial use necessary to assess the functionality and performance of the Beta Services in a real-world environment.
You acknowledge that the Beta Services contain trade secrets of evispire and its licensors, and, to protect such trade secrets and other interests that evispire and its licensors may have in the Beta Services, you agree not to:
You agree to:
All feedback, comments, and suggestions for improvements that you provide to evispire hereunder are referred to collectively as "Feedback." You hereby grant evispire a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.
6.1 Rights Retained by evispire
As between the parties, evispire retains all rights, title, and interest in and to the Beta Services, including all intellectual property rights therein.
6.2 No Additional Rights
You will not acquire any rights or licenses in the Beta Services or evispire’s Confidential Information, except as expressly provided in Section 4.1 of this Agreement.
For purposes of this Agreement, "Confidential Information" means the Beta Services and any information or materials disclosed by or on behalf of evispire to you that:
You agree to:
The obligations and restrictions in Section 7.2 will not apply to any information or materials that:
The confidentiality obligations set forth in this Agreement shall survive the termination of this Agreement and remain in effect for a period of two (2) years thereafter.
Upon termination of this Agreement, or earlier upon evispire’s request, you will promptly return to evispire, or, at evispire’s option, destroy, all tangible items and embodiments containing or consisting of Confidential Information and all copies thereof. All Confidential Information remains the sole and exclusive property of evispire.
You acknowledge that any breach of this Agreement by you may result in irreparable harm to evispire, for which monetary damages would be an inadequate remedy. Therefore, evispire shall be entitled to seek equitable relief, including injunctions and specific performance, in the event of such breach, in addition to any other remedies available at law or in equity.
evispire agrees to handle any personal information collected, used, or disclosed in connection with the Beta Services in compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and any other applicable provincial privacy legislation.
Any data you provide or that is collected during your use of the Beta Services may be used by evispire to operate, maintain, improve, and develop the Beta Services and other evispire products and services. This includes using data for analytics, research, and marketing purposes, in accordance with our Privacy Policy.
evispire shall implement and maintain reasonable security measures to protect the confidentiality, integrity, and availability of your data processed through the Beta Services.
You consent to the collection, use, and processing of your business data by evispire solely for the purposes of providing and improving the Beta Services, in accordance with evispire's Privacy Policy and applicable laws.
Upon termination of this Agreement or upon your request, evispire will take reasonable steps to delete or anonymize personal data associated with your use of the Beta Services, except where retention is required for legal, regulatory, or legitimate business purposes. If you request deletion of your data, evispire will delete your personal data to the extent permitted by law and will cease further use of it.
evispire may use aggregated or anonymized data derived from your use of the Beta Services for any purpose, including analytics, research, and development.
evispire reserves the right to modify or terminate the Beta Services, this Agreement, or your use of the Beta Services, or to limit or deny access to the Beta Services at any time, in its sole discretion, for any reason, with or without notice and without liability to you.
You may discontinue your use of the Beta Services at any time.
Upon termination of this Agreement, you shall immediately cease all use of the Beta Services in your business operations, delete or destroy any copies of the Beta Services in your possession, and certify to evispire that you have done so. The following sections of this Agreement will survive termination: Sections 2, 3, 4.2, 5, 6, 7, 8, 10, 11, 12, 15, and 16.
YOU ACKNOWLEDGE THAT THE BETA SERVICES ARE PROVIDED "AS IS" AND MAY BE USED IN A LIVE BUSINESS ENVIRONMENT.
evispire DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
evispire MAKES NO WARRANTY THAT THE BETA SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE BETA SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY ERRORS IN THE BETA SERVICES WILL BE CORRECTED.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BETA SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER DAMAGES THAT RESULT FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
IN NO EVENT SHALL evispire BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF evispire HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE BETA SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, evispire'S TOTAL LIABILITY TO YOU FOR ANY DIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE BETA SERVICES SHALL NOT EXCEED FIVE HUNDRED CANADIAN DOLLARS (CAD $500).
In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations within forty-five (45) days of written notice of the dispute.
If the dispute is not resolved through negotiation, the parties agree to submit the dispute to mediation, which may be conducted remotely or in person, administered by the ADR Institute of Canada or another agreed-upon mediation service.
If mediation fails to resolve the dispute within sixty (60) days of the mediator's appointment, the dispute shall be finally resolved by binding arbitration, which may be conducted remotely or in person, under the National Arbitration Rules of the ADR Institute of Canada.
The arbitration shall be governed by the laws of the Province of Ontario, and the language of the arbitration shall be English. The arbitrator's decision shall be final and binding, and may be entered in any court of competent jurisdiction.
All notices, requests, consents, claims, demands, waivers, and other communications (collectively, "Notices") under this Agreement shall be in writing and shall be delivered by email, direct messaging, or other electronic communication methods agreed upon by the parties.
Notices to evispire shall be sent to contact@evispire.com, and notices to you shall be sent to the contact information you provided during registration.
13.3 Receipt of Notice
Notices shall be deemed to have been received when sent, provided that no delivery failure message is received.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles.
You shall not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of evispire.
You shall comply in all respects with all applicable Canadian export and import laws and regulations.
This Agreement constitutes the entire understanding between the parties relating to its subject matter and supersedes all prior agreements, discussions, and understandings.
No waiver or modification of this Agreement shall be valid unless in writing and signed by both parties.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
The relationship of the parties is that of independent contractors. Nothing in this Agreement shall be construed to establish any partnership, joint venture, employment, franchise, or agency relationship between you and evispire. Neither party has the authority to bind the other or incur obligations on the other's behalf.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) if such failure or delay is due to causes beyond its reasonable control, including natural disasters, government actions, civil disturbances, or acts of terrorism.
You agree to indemnify, defend, and hold harmless evispire, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:
You agree to comply with all applicable laws, regulations, and third-party agreements (such as QuickBooks terms of service) when using the Beta Services.
You agree to promptly notify evispire of any security breaches, vulnerabilities, or other issues encountered during the use of the Beta Services.
You are responsible for backing up your data. evispire is not liable for any loss of data resulting from your use of the Beta Services.
By clicking "I Agree," you acknowledge that you have read and understood this Beta Tester Agreement and agree to be bound by its terms and conditions.
Email: contact@evispire.com