THIS AGREEMENT is made by and between AscendPsychology CogniPsyTech Private Limited (“AscendPsychology” "Our Company" “we” “us” “ours”), located at 402/7A new Mhada colony, Near Lokhandwala, Andheri West, 400053 Mumbai, India and You ("Licensee" “Beta User” “Your”) having a principal place of operation anywhere at the place of download.

 

GENERAL TERMS AND CONDITIONS

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• AscendPsychology has developed inPsyt-Your Flourishing App including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material ("App" “inPsyt” “Software” "Beta Product").

• AscendPsychology desires that the App be tested prior to general release.

• Licensee wishes to serve as a Beta test site for such App;

 

 

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:

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1. AscendPsychology grants to Licensee a non-exclusive, non-transferable license to use the App on a single Mobile solely for Beta testing and Beta use from effective date of agreement to the date that the Beta is available on any testing platform, subject to the term and conditions below.

2. In consideration for receiving a copy of the App for testing, Licensee agrees to serve as a "Beta Tester" for the App and will notify AscendPsychology of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to AscendPsychology all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.

3. AscendPsychology reserves the right to admit beta testers and is free to terminate the beta relationship with any user without offering any explanation.

4. The parties acknowledge that this Agreement does not transfer any right, title or interest in any intellectual property right to the other. AscendPsychology maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The limited rights granted to Customer to access and use the App under this Agreement do not convey any additional rights in the Beta Product, or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the App as expressly provided herein, all rights, title and interest in and to the App and all hardware, software and other components of or used to provide the App, including all related Intellectual Property Rights, will remain with and belong exclusively to AscendPsychology.

5. Licensee agrees that App, its code, its title, logo, documentation, design, idea, content, methods and all that constitutes the app and its associated functions, is the sole property of AscendPsychology until and after it is officially released and includes valuable trade secrets of Our Company. Licensee agrees to treat the APP as confidential and will not without the express written authorization of Our Company:

   • Demonstrate, copy, sell or market the APP to any third party; or

   • Publish or otherwise disclose information relating to performance or quality of the App to any third party; or 

   • Modify, reuse, disassemble, de-compile, reverse engineer or otherwise translate App or any portion thereof.

6. Users may not rent, lease, distribute, or resell the Beta Product (APP), or use the Beta Product (APP) 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 Product (APP).

7. The App is pre-release code and is not at the level of performance or compatibility of a final, generally available product offering.

8. The APP may not operate correctly and may be substantially modified prior to first commercial publishing, or withdrawn.

9. The APP is provided "AS IS" without warranty of any kind.

10. The entire risk arising out of the use or performance of the APP remains with Licensee.

11. In no event shall AscendPsychology be liable for any damage whatsoever arising out of the use of or inability to use the APP, even if AscendPsychology has been advised of the possibility of such damages.

12. There are no license fees for Licensee’s use of the Beta Product under this Agreement.

13. The Licensee upon completion of the Beta test agrees to provide material, statistics, or information that is not deemed confidential to Licensee’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by Our Company. 

14. Licensee will provide a quote or information on any asked questions related to the beta and we may contact the user on their provided email id for the said purpose This information can be used by AscendPsychology for research or promotion purpose.

15. The beta user will provide adequate Feedback and shall include informing AscendPsychology about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Beta App. Our company may contact Beta Customer and Beta Customer agrees to make available a reasonable amount of time to discuss the Beta Product with us if so requested. We may without restriction or fee use, modify and incorporate this Feedback into the App and other AscendPsychology products and/or services without any restriction and without any payment.

16. The information and usage data collected during the beta phase can be used for research and developmental purpose.

17. AscendPsychology does not promise any remuneration, or compensation for the effort put in by the beta users.

18. Following termination or expiration of this Agreement, AscendPsychology is not obligated to store, maintain or provide a copy of any content, data or other information that Customer or its Users made available or provided when using the Beta Product.

19. If applicable, one or more Beta Products may integrate with third party services. Beta Customer hereby consents to the sharing of the information in the Beta Products with these third party services and certifies that it has any and all required consents for doing so.

20. This License Agreement shall be governed, construed and enforced in accordance with the laws of India. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision.

21. This Agreement constitutes the entire and only agreement between the parties for the App and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.

22. Customer agrees to indemnify and hold AscendPsychology, its officers, directors and employees harmless from any losses (including attorneys’ fees) that result from any third party claims related to Customer’s (or its Users) access, use or misuse of the Beta Product(s), or any act or omission by Customer or its Users in violation of this Agreement.

23. Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.

24. Failure of AscendPsychology to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.

25. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforce-ability of this Agreement.