1.1. This agreement applies to the Oleso product (“the Product”)
identified in the Early Adopter Programme application form (“the EAP
application”).
1.2. By financially sponsoring Oleso, you agree on behalf of your
company (“you” or “your”) to comply with the terms described in this
agreement.
1.3. Each party represents and warrants that it has full power and
authority to sign this agreement.
Participation
2.1. Oleso may give you access to certain products, features and
services, which are in different stages of development. Those products,
features, and services may not always perform as specified. You are
responsible for protecting yourself, your property, your data, and others
from any risks caused by Oleso products, features, and services.
2.2. Oleso will ask you to provide feedback. Your feedback must be
truthful and accurate.
2.3. Oleso will not provide any compensation for participating as an
Early Adopter.
2.4. Oleso makes no representations or promises about the geographic
location of where your data is stored. In addition, the Data Processing
Amendment does not apply to your use of the Product.
2.5. You further acknowledge that the Product is under development
and/or testing. Therefore, there may be known and unknown bugs that
could produce unexpected results. For example, the Product may have
certain limitations. You agree to backup data if appropriate. You further
agree to use the Product at your own risk.
2.6. The Product is not currently available for sale to customers. Prior to
public launch, and in response to customer feedback, Oleso may
modify the Product features and functionality without notice.
Intellectual Property Rights
3.1. You may use the Oleso Products provided to you to evaluate them.
Oleso retains title, ownership, and all rights to the Oleso Product, and
anything else that Oleso makes available to you.
3.2. Feedback. You agree to provide feedback to Oleso, which shall
include but not be limited to survey responses, bug reports, and feature
requests. You hereby assign to Oleso all right, title and interest in and to
any feedback you submit under this agreement or, if such assignment is
not enforceable for any reason, then you agree to do one of the
following (including performing such acts as may reasonably be
required), at Oleso’s request: (i) transfer or assign to Oleso all of your
rights regarding such feedback to Oleso; (ii) grant Oleso a perpetual,
exclusive, irrevocable, worldwide, royalty-free license to use such
feedback; or (iii) grant Oleso any other reasonable rights as requested
by Oleso. You understand that Oleso will not provide any compensation
for your provision of feedback or participation in the Programme.
Confidentiality
4.1. Any information that Oleso provides under this agreement, as well
as your feedback and other submissions, is confidential. As an
exception, information that you knew before receiving it from Oleso,
public information, or information that was lawfully disclosed to you is
not confidential. You must immediately tell Oleso if you are legally
required to disclose confidential information.
4.2. You must keep all of Oleso’s confidential information secret and
use it only to evaluate the Oleso Product.
Term
5.1. This agreement becomes effective when you financially sponsor
Oleso and remains in force until both parties agree to the termination of
this agreement or your sponsorship package comes to an end which
you will be made aware of prior to financial sponsorship from you to
Oleso.
5.2. Upon termination, you will provide to Oleso, or, at Oleso’s sole
discretion, promptly destroy and delete all submissions and confidential
information, and, if requested by Oleso, certify in writing compliance
with this Section 5. Oleso will remove you from the programme and any
related mailing lists within thirty (30) days of receiving your termination
notice. Section 3, Section 4, and Sections 6 through 8 survive
termination of this agreement.
Warranty Disclaimer
6.1. OLESO PROVIDES ALL OLESO PRODUCTS AND OTHER
ITEMS AND INFORMATION HEREUNDER “AS IS” WITHOUT ANY
EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND.
OLESO DISCLAIMS ALL IMPLIED WARRANTIES AND
REPRESENTATION, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON- INFRINGEMENT. YOUR SOLE
AND EXCLUSIVE REMEDY IN CASE OF ANY DISSATISFACTION IS
TERMINATION IN ACCORDANCE WITH SECTION 5.
Limitation of Liability
7.1. IN NO EVENT SHALL OLESO HAVE ANY LIABILITY FOR ANY
INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES, LOSS OF PROFITS, REVENUE, OR DATA, OR COST OF
COVER. OLESO’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR
IN CONNECTION WITH THE PROGRAMME OR HARM CAUSED BY
ANY OLESO PRODUCT SHALL NOT EXCEED THE MONETARY
VALUE OF ANY FEEDBACK PROVIDED BY YOU HEREUNDER, OR
ONE HUNDRED U.S. DOLLARS (US$100), WHICHEVER IS LESS.
THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY
TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF
THE THEORY OF LIABILITY, WHETHER DERIVED FROM
CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF
OLESO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND REGARDLESS OF WHETHER THE LIMITED
REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL
PURPOSE. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7
SHALL NOT APPLY, HOWEVER, WITH RESPECT TO ANY
DAMAGES THAT OLESO INTENTIONALLY CAUSES TO YOU.
Indemnification
8.1. You will defend and indemnify Oleso and its affiliates, directors,
officers and employees against all liabilities, damages, losses, costs,
fees (including legal fees), and expenses relating to any allegation or
third-party legal proceeding arising from your use of the Product. Any
settlement requiring Oleso to admit liability or to pay any money will
require Oleso’s prior written consent, such consent not to be
unreasonably withheld or delayed. Oleso may join in the defence with
its own counsel at its own expense.
Governing Law
9.1. This agreement is governed by United Kingdom law. FOR ANY
DISPUTE RELATING TO THIS AGREEMENT, THE PARTIES
CONSENT TO PERSONAL JURISDICTION IN LONDON, ENGLAND,
except that either party may seek injunctive relief in any court of
competent jurisdiction worldwide.
Miscellaneous
10.1. The parties are independent contractors, and this agreement does
not create an agency, partnership or joint venture. Your rights and
obligations under this agreement are specific to you, and you cannot
assign them to anyone else. Oleso may freely assign or delegate its
rights and obligations under this agreement. This is the entire
agreement between you and Oleso. Oleso can modify the agreement
and notify you, and your continued participation in the programme shall
constitute your acceptance of the modified agreement. You may not
modify this agreement without Oleso’s written consent. Failure to
enforce any provision will not constitute a waiver. The English language
version is legally binding and shall prevail in case of any inconsistencies
with translated versions.
10.2. You acknowledge and agree that the standard Oleso Terms Of
Use do apply. You also acknowledge and agree that Oleso will not
provide Service Credits in the event of any downtime.
Notice Regarding Processing of Personal Data
11.1. Oleso may use and share personal information that you provide in
connection with this agreement. Oleso’s Privacy Policy applies, as
amended from time to time, available at https://oleso.co/terms or on
request.
