BETA TESTING AGREEMENT

1.    Definitions  

1.1.        “Beta Tester” means an individual or an entity that has accepted these Terms and Conditions and thus has obtained a licence to use the Platform for Beta Testing in accordance with Section 3 of these Terms and Conditions.

1.2.        “Beta Tester Data” means all data, works and materials, uploaded to or stored on the Platform by the Customer and; processed or generated in whatever form by the Platform or otherwise by Treble;

1.3.        “Confidential Information” means all non-public materials and information provided or made available by the parties to each other, be it in a written form or orally, including but not limited to products and services, information regarding technology, know-how, processes, software programs, research, development, and financial information;

1.4.        "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, and rights in designs);

1.5.        “Parties” means Treble and the Beta Tester.

1.6.        "Personal Data" has the meaning given to it in The Icelandic Act No. 90/2018 on Data Protection and the Processing of Personal Data and EU’s General Data Protection Regulation No. 2016/679;

1.7.        “Platform” means the software platform managed by Treble and used by Treble to provide the Services;

1.8.        “Services” means any services that Treble provides to the Beta Tester or intends to provide to its customers in general, under these Terms and Conditions.

2.    Beta Disclaimer

2.1.        THE PLATFORM IS A BETA RELEASE OFFERING AND IS NOT AT THE LEVEL OF PERFORMANCE OF A COMMERCIALLY AVAILABLE PRODUCT OFFERING. THE PLATFORM IS BELIEVED TO BE FREE OF DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING IS TO OBTAIN QUANTITATIVE AND QUALITATIVE FEEDBACK ON THE PERFORMANCE OF THE PLATFORM AS TO IDENTIFY ANY UNKNOWN INSTALLATION, SYSTEMS INTEGRATION AND/OR ANY UNKNOWN DEFECTS.

3.    Grant of Licence

3.1.        Subject to these Terms and Conditions, Treble grants to the Beta Tester a nonexclusive, nontransferable licence to use the Platform for a period designated by Treble as defined in Clause 7.1 hereinbelow, solely for the purpose of testing and evaluating the Platform.

3.2.        Notwithstanding anything to the contrary contained herein, all rights not specifically granted in these Terms and Conditions to Beta Tester shall be reserved and shall remain with Treble.

4.    Confidentiality

4.1.        The parties must:

a)    keep the Confidential Information strictly confidential;

b)    not disclose the Confidential Information to any person without the other Party's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in this Agreement;

c)    use the same degree of care to protect the confidentiality of the Confidential Information as the Party uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care;

d)    act in good faith at all times in relation to the Confidential Information; and

e)    not use any of the Confidential Information for any purpose other than the purpose of fulfilling this Agreement.

4.2.        Notwithstanding Clause 3.1, Treble may disclose the Confidential Information to Treble's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information for the performance of their work and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information. This Clause 4 imposes no obligations upon the Beta Tester with respect to Confidential Information that:

a)    is known to Beta Tester before disclosure under this Agreement and is not subject to any other obligation of confidentiality;

b)    is or becomes publicly known through no act or default of Beta Tester; or

c)    is obtained by a Party from a third party in circumstances where that Party has no reason to believe that there has been a breach of an obligation of confidentiality.

4.3.        The restrictions in this Clause 4 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of Treble on any recognized stock exchange.

4.4.        The provisions of this Clause 4 shall continue in force indefinitely following the termination of this Agreement.

5.    Responsibilities of Beta Tester

5.1.        Beta Tester agrees to provide Treble with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by Treble. It is expressly understood, acknowledged, and agreed that Beta Tester shall, regardless of whether or not formally requested to, provide to Treble reasonable suggestions, comments and feedback regarding the Platform, including but not limited to usability, bug reports and test results (collectively, “Feedback”).

5.2.        Beta Tester shall without affecting its other obligations under these Terms and Conditions, comply with all applicable laws and regulations with respect to its activities under this Agreement.

5.3.        Beta Tester shall ensure that its network and systems comply with the relevant specifications provided by Treble from time to time.

5.4.        Beta Tester shall be, to the extent permitted by law and except as otherwise expressly provided in these Terms and Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Treble's data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Beta Tester´s network connections or telecommunications links or caused by the internet.

5.5.        The Beta Tester shall own all right, title and interest in and to all of the Beta Tester Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Beta Tester Data. The Beta Tester hereby grants to Treble a non-exclusive licence to copy, reproduce, store, adapt, edit and translate the Beta Tester Data to the extent Treble in its discretion may find suitable to develop Treble´s platform and the service provided by the Platform and provided that any Beta Tester Data is at any time fully anonymized. Furthermore, under the same conditions the Beta Tester grants to Treble a non-exclusive licence to record any screen displayed during the Beta Tester´s use of the Platform.

5.6.      The Customer warrants to Treble that the use of the Beta Tester Data by Treble in accordance with these Terms and Conditions will not:

(a)        breach the provisions of any law, statute or regulation;

(b)        infringe the Intellectual Property Rights or other legal rights of any person; or

(c)        give rise to any cause of action against Treble,

in each case in any jurisdiction and under any applicable law.

5.7.      The Beta Tester must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Platform og the Services.

5.8.    The Customer must not use the Services:

(a)        in any way that is unlawful, illegal, fraudulent or harmful; or

(b)        in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

5.9     For the avoidance of doubt, the Beta Tester has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

5.10.    Beta Tester acknowledges that the Platform contains trade secrets of Treble, and, in order to protect such trade secrets and other interests that Treble may have in the Platform, Beta Tester agrees not to: (i) reverse engineer, decompile, or disassemble the Platform or authorize a third party to do any of the foregoing, (ii) modify the Platform, (iii) distribute, sell, sublicense or otherwise transfer the Platform, or (iv) copy the Platform, except as strictly necessary to use the Platform.

6.      Ownership and Intellectual Property Rights

6.1       All Intellectual Property Rights embedded in the Platform and the Services and their content, features and functionality, such as copyrights, patents, trademarks, knowhow and trade secrets, are and will remain the exclusive intellectual property of Treble and its licensors.

6.2.      Treble´s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Treble. 

6.3.      Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Treble to the Beta Tester.

7.      Term and Termination

7.1.        These Terms and Conditions shall govern the contractual relationship between Treble and the Beta Tester until March 2023 or on the date when Treble´s software is scheduled to be made commercially available, whichever occurs later.  

7.2.        Upon the date specified in Clause 7.1 the rights and licenses granted to Beta Tester under these Terms and Conditions shall immediately terminate, and Beta Tester shall immediately cease using, and will return to Treble, the Platform, documentation, and other tangible items in the Beta Tester´s possession or control that are proprietary to or contain Confidential Information.

8.      Warranty and Liability Limitations

8.1.        The Platform is provided “as is” and shall not create any obligation for Treble to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Treble Software Platform, either to Beta Tester or to any other party beyond the expressed term, as defined in Clause 7.1.

8.2.        The Platform is provided “as is” without any express or implied warranty of any kind from Beta Tester. TREBLE EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE PLATFORM AND/OR ANY SERVICES PROVIDED BY TREBLE TO BETA TESTER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR BASED ON COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE. IN NO EVENT SHALL TREBLE OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF TREBLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3.        The entire risk arising out of the use or performance of the Platform and/or the Service of Treble remains with the Beta Tester.

9.      Data Protection

9.1.        The Beta Tester warrants to Treble that it has the legal right to disclose all Personal Data that it does in fact disclose to Treble under or in connection with this Agreement, and that the processing of that Personal Data by Treble for the permitted purpose in accordance with this Agreement will not breach any applicable data protection or data privacy laws.

9.2.    To the extent that Treble processes Personal Data disclosed by the Beta Tester, Treble warrants that:

(a)        it will act only on instructions from the Beta Tester in relation to the processing of that Personal Data;

(b)        it has in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of that Personal Data and against loss or corruption of that Personal Data.

9.3.      Treble warrants that it is compliant with all applicable EU data protection regulations and that the Treble Data Processing Addendum will apply to the contractual relationship of Treble and the Beta Tester, see www.treble.tech.

10.   Governing Law

10.1.     These Terms and Conditions constitute the complete and exclusive agreement between Treble and Beta Tester with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written communications, proposals, representation, understandings, or agreements not specifically incorporated herein.

10.2.     The contractual relationship of the Parties will be governed by and construed in accordance with Icelandic law.

10.3.     The courts of Iceland shall have exclusive jurisdiction to adjudicate any dispute arising out of or in relation to the contractual relationship of the Parties.