Triple Helix Health Beta Participant Agreement

This Beta Participant Agreement (“Agreement”) constitutes a legal agreement between you and Triple Helix Health (“THH”) and governs your use of the Beta Test Materials (defined below). Your continued use of the Beta Test Materials constitutes your acceptance of this Agreement.

THH has developed and is continuing to develop software called “The Mollorox” (the “Software”) that is the subject of this Agreement.

You will sometimes be referred to as “Participant.”

By using the Software, you consent to the terms in this Agreement.

BETA NOTICE: Your use of the Beta Test Materials will be a BETA version of the Beta Test Materials and may have serious bugs, which may cause damage to your data. It is intended for beta use only and must not be used in a production environment.

  1. Beta Test Materials.
    The Software, documentation, questionnaires and services related to each such Beta Test provided by THH, including, but not limited to, specifications and other technical information, and all updates or revisions thereto, shall be referred to in the following provisions as the “Beta Test Material.” The parties hereto agree that Participant shall be a beta tester for those Beta Test Materials as may be amended or updated from time to time by THH, in THH’s sole and absolute discretion.
  2. License.
    1. Subject to your strict compliance with the terms of this Agreement, THH grants you a royalty-free, limited, non-exclusive, non-transferable, non-assignable, revocable license to use the BETA version of the Beta Test Materials for testing purposes only. You may not disclose or share the Beta Test Materials to anyone that is not also directly licensed by THH to use the BETA version of the Beta Test Materials.
    2. All rights not expressly granted herein are reserved to THH.
    3. Participant grants to THH a royalty-free, limited, non-exclusive, non-transferable, non-assignable license to process all data, including without limitation, your Personal Data (defined below), preferences and use data (“Beta Data”) collected through your use of the BETA version of the Beta Test Materials for the purpose of the development of the Beta Test Materials.
    4. Participant agrees to test and evaluate the Beta Test Materials as requested by THH, including without limitation, reporting functional flaws, errors,  anomalies, and problems directly or indirectly associated with the Beta Test Materials that are discovered by Participant. Participant agrees to provide the foregoing information in response to requests, questionnaires and inquiries by THH.
    5. Participant agrees to delete and otherwise destroy the Beta Test Materials upon request by THH.
  3. Restrictions.
    1. You agree not to: make any copies of the Beta Test Materials, in whole or in part; interfere or disrupt networks connected to any services provided by or through THH; use the Beta Test Materials for any purpose competitive with THH; use the Beta Test Materials to create any service or software similar to the Beta Test Materials or any service provided by THH; use the Beta Test Materials to infringe the privacy or intellectual property rights of THH or a third party; disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Beta Test Materials, or the underlying ideas, algorithms or trade secrets therein; encumber, sublicense, transfer, rent, lease, timeshare, or use the Beta Test Materials in any service bureau arrangement or otherwise for the benefit of any third party; use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; use the Beta Test Materials to distribute or transmit any file that contains malware; attempt to gain unauthorized access to the Beta Test Materials or any other computer system; use the Beta Test Materials to transmit any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature; or permit any third party to engage in any of the foregoing proscribed acts.
    2. Any feedback, ideas, modifications, suggestions, improvements, and the like made by you with respect to the Beta Test Materials (collectively, “Feedback”) will be the sole and exclusive property of THH. You agree to assign, and hereby do assign, all right, title, and interest worldwide in the Feedback and the related intellectual property rights to THH and agree to assist THH, at THH’s expense, in perfecting and enforcing such rights. THH may disclose or use Feedback for any purposes whatsoever without any obligation to you.
  4. Privacy.
    The terms of THH’s privacy policy will govern THH’s use of your Personal Data, which policy can be reviewed by clicking here Privacy Policy. You consent to the sharing of your Personal Data related to your use of the Beta Test Materials. THH will not sell your Personal Data. THH will use your Personal Data for the purpose of testing the BETA version of the Beta Test Materials, and improving and developing the Beta Test Materials, which will include the sharing of your Personal Data with third-party service providers.
  5. Confidentiality
    1. You acknowledge that as a beta tester, you may have access to, and THH may disclose to you, certain valuable information belonging to and relating to THH which is confidential information belonging to THH.  THH’s “Confidential Information” includes, but is not limited to, all material, information, data and other communications by or between THH or you, regardless of the form or medium in which such information is disclosed, including, but not limited to information concerning the Beta Test Materials and Feedback; any technology (including without limitation, software and hardware) used or to be used as part of or to utilize the Beta Test Materials, including without limitation, any drawings, schematics or products, and all related documentation;  network configurations and network architecture, input materials and output materials, the media upon which they are located, and all software programs or packages related to or associated with the Beta Test Materials, issues and bugs you experience using the Beta Test Materials (together with any related documentation, source code or codes, object code or codes, upgrades, revisions, modifications and any related materials); all derivative works; operational information; communications about the Beta Test Materials, any comments you may have about the Beta Test Materials,  THH’s trademark(s) and trade name(s), user manuals, sales and marketing plans, business plans, processes, customer lists, and other trade secrets (“Confidential Information”). You shall use the Confidential Information solely for testing purposes and shall not disclose, without THH’s written consent, such Confidential Information to third parties or use such Confidential Information for its own benefit or for the benefit of third parties.
    2. This Agreement shall impose no obligation of confidentiality upon you with respect to any portion of the Confidential Information which: (i) now or hereafter, through no act or failure to act on your part, becomes generally known or available; (ii) is known to you at the time you receive same from THH as evidenced by written records; (iii) is hereafter furnished to you by a third party as a matter of right and without restriction on disclosure.
  6. Proprietary Rights; No Right to Copy, Modify, or Disassemble.
    The BETA version of the Beta Test Materials is being licensed, not sold.  The Beta Test Materials provided by THH, all Confidential Information, and all derivative works, and all copies thereof, are proprietary to and the property of THH. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Beta Test Materials are and will remain in THH and you shall have no such intellectual property rights in the Beta Test Materials.
  7. Data.
    THH collects and uses “Beta Data” (defined below) and Personal Data it collects in accordance with its privacy policies and in compliance with applicable data protection laws. As between THH and Customer, Beta Data (i) is Confidential Information of THH; and (ii) may include personally identifiable information about a person (“Personal Data”). THH may utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any aggregate data, including, non-personally identifiable data or any other non-identifiable data or information, resulting from your use of the Beta Test Materials (“Statistical Data”).  THH may use Statistical Data without a duty of accounting to you or restriction. “Beta Data” means all data and information created, received, processed or provided by THH related to the Beta Test Materials and this Agreement or Participant’s usage of the Beta Test Materials or performance of its obligations or rights under this Agreement.
  8. Disclaimer of Warranty; Assumption of Risk.
    By its nature, the BETA version of the Beta Test Materials may contain errors, bugs and other problems that could cause system failure and the testing and quality assurance of the Beta Test Material may not yet be completed. Because the BETA version of the Beta Test Materials is subject to change, THH reserves the right to alter the BETA version of the Beta Test Materials at any time, and any reliance on the BETA version of the Beta Test Materials is at Participant’s own risk. PARTICIPANT ACCEPTS THE BETA VERSION OF THE BETA TEST MATERIALS “AS IS.” THH MAKES NO WARRANTY OF ANY KIND REGARDING THE BETA TEST MATERIALS. THH HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS.
  9. Term and Termination.
    1. The term of this Agreement shall begin upon your use of the Beta Test Materials, including without limitation, the completion of any registration related forms and shall continue until terminated by THH. Upon termination of this Agreement for any reason, the obligation to protect Confidential Information, as set forth in Section 4, shall survive such termination.
    2. This Agreement may be terminated at any time for any reason by either party giving written notice to the other party. This Agreement will automatically terminate upon the general release to the public of the Beta Test Materials, unless terminated earlier.
  10. Limitation of Liability.
    IN NO EVENT SHALL THH BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE BETA TEST MATERIAL OR THE TRANSACTIONS CONTEMPLATED HEREIN.
  11. Indemnification.
    You agree to defend, indemnify and hold harmless THH, it officers, directors, shareholders, employees, agents, affiliates, parent and subsidiary companies against any and all costs, claims, damages or expenses incurred (and reasonable attorneys’ fees in connection therewith), as well as amounts finally awarded in a settlement or by a court, arising from or related to any third party claim or allegation relating to or arising out of any violation of any law related to your usage of Personal Data with or through the Beta Test Materials.
  12. Waiver.
    No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought.  The failure of a party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
  13. Assignment.
    You agree to not assign any rights under this Agreement; any attempted assignment shall be null and void and shall result in the termination of this Agreement. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
  14. Severability.  If any part of this Agreement shall be invalid or unenforceable, that part shall be revised in a manner that reflects the parties’ original intent and in a manner that is valid and enforceable.
  15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflicts of law provisions.  Exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Michigan having jurisdiction over THH’s offices, and both parties consent to the jurisdiction of such courts with respect to any such action.  In any action or proceeding to enforce this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.  All proceedings will be conducted in English.
  16. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom).