Beta Test Agreement
Effective as of Aug 15th, 2022
BY ACCESSING AND USING THE BETA TEST PRODUCTS PROVIDED BY LITTLEONE.CARE OR CLICKING THE “I ACCEPT” OR "SUBMIT" BUTTON BELOW, YOU ACKNOWLEDGE AND AGREE AND WILL SO REQUIRE EACH AND EVERYONE ELSE IN YOUR HOUSEHOLD WHO INTENDS TO USE THE BETA PRODUCTS TO ACKNOWLEDGE AND AGREE (COLLECTIVELY, “YOU” AND “YOUR”) THAT ALL USE OF THE LITTLEONE.CARE BETA TEST PRODUCTS IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS BETA TEST AGREEMENT AND THAT YOU HAVE READ, FULLY UNDERSTAND, AND AGREE TO THESE TERMS AND CONDITIONS (“TERMS”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OR ACCESS THE BETA TEST PRODUCTS.
This Beta Test Agreement (the "Beta Agreement") is between You and LittleOne.Care Ltd., a limited liability company organized under the laws of Israel ("LittleOne.Care" or “LOC”) and sets forth the terms and conditions concerning Your use of the Beta Products, as defined below. By accessing and using the Beta Products, You represent and warrant to LittleOne.Care that You are at least eighteen (18) years of age, a legal resident of the United States, and that You are authorized to enter into this Agreement on behalf of Yourself, and any other individual to whom you provide access to the Beta Products. You agree that you are fully responsible and liable for the compliance with the terms of this Beta Agreement by Yourself and any such other individual(s).
The LittleOne.Care beta program (“Program”) is intended to allow a limited number of potential customers like You to access a pre-market release version of the LOC products, including the baby wearable device and accessories, and the LOC mobile app and AI platform (collectively, the "Beta Products"), in order for LOC to receive feedback and comments about certain features, capabilities and performance of the Beta Products. You agree that Your sole interest in participating in the Program is to evaluate the suitability of the Beta Products for Your own personal use and that You will not be compensated for Your participation in the Program or for any Feedback You provide to LOC.
The Program will begin when You are provided access to the Beta Products and will continue until the earlier to occur of the full commercial release of the Beta Products by LOC, or until the Agreement is terminated by either party for its convenience upon not less than ten (10) days’ written notice to the other party hereto (“Program Term”). Upon the expiration of the Program Term, unless LOC and You have entered into another legally binding agreement for your continued access to the full commercial release of the Beta Products (a “Definitive Agreement”), You are required to cease all use of the Beta Products and to return the same to LOC or destroy the same as directed by LOC. Continued use of the Beta Products following the expiration of the Program Term absent a Definitive Agreement between us shall be a violation of this Beta Agreement and You agree to indemnify, defend, and hold LittleOne.Care from any damages, losses, liabilities or claims arising from Your use of the Beta Products following the expiration of the Program.
Beta Licensed Rights and Restrictions:
Subject to Your compliance with the terms of this Beta Agreement, LOC grants You a revocable, limited, personal, non-exclusive, non-transferable, non-sublicensable, royalty-free right to use the Beta Products during the Program Term solely for the purpose of evaluating the Beta Products and providing notes, suggestions and/or feedback, including the data collected by the Beta Products and transmitted to LOC regarding the use and performance of Beta Products (the “Feedback”). LOC shall own all right and title to the Feedback. You shall have no right or claim against LOC in connection with the Feedback LOC's use thereof. You may not use the Beta Products for any other purpose and may not share the beta license key with any third party. The grant of the limited right to use the Beta Products during the Program Term does not include any grant of ownership rights or any intellectual property rights in or to the Beta Products. Title to, and ownership of, all right, title and interest in and to the Beta Products, including all related materials, documentation, programs, and mobile applications, and all modifications thereto, will at all times be and remain with LittleOne.Care. All rights not expressly granted herein are reserved by LOC. You may not use the Beta Products for purposes other than expressly permitted herein. Without limitation, You may not: (a) remove or destroy any proprietary legends placed upon or contained within the Beta Products and related materials, (b) license, sublicense, promote, distribute, market, sell, lease, assign, convey or otherwise transfer access to the Beta Products or any part thereof (whether directly or indirectly) to any other person with the exception of other members of Your direct household who are caring for Your baby and who also agree to be bound by these Terms, (c) modify, customize, frame, or republish the Beta Products or any documentation related thereto, (d) create any derivative works based on the Beta Products, or (e) print, copy, reproduce, distribute, transfer, transmit (whether physically or electronically) or decompile, disassemble, decode or otherwise reverse engineer the Beta Products or any part thereof.
Ownership of Beta Products:
Except for the limited licensed rights granted herein, all right, title and interest in and to the Beta Products is and remains the exclusive property and/or intellectual property of LOC and its suppliers, including (a) all hardware components, (b) any downloadable objects and applications, source code, software, software modifications, and derivative works, and (c) all associated copyright, trademark, patent, trade secret and intellectual property rights appurtenant thereto, regardless of whether You may use the Beta Products in combination with any other hardware or software components owned or licensed by You. You agree to comply with all usage restrictions and confidentiality obligations set forth in this Beta Agreement. You further acknowledge and agree that the Beta Products are strictly confidential and constitute trade secrets and proprietary information of LOC (“Confidential Information”). You shall use Your best efforts to protect the Beta Products and Confidential Information from disclosure or discovery by any third party (other than other members of Your household caring for Your baby). Further, You will promptly notify LOC in writing if You become aware of, or suspect the unauthorized disclosure or use of the Beta Products or Confidential Information. LOC shall have the right to seek injunctive or other appropriate remedies and relief in the event of any breach of this Section.
During the term of this Beta Agreement, You may provide LOC with Feedback regarding the Beta Products and Your use of the same, including, without limitation, identifying potential errors, improvements, modifications, bug fixes or enhancements. You agree that any Feedback provided will become the sole property of LOC and that LOC may use or otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known without any further remuneration, compensation, or credit to You. Notwithstanding the foregoing, LOC shall be under no obligation to implement or otherwise address any complaint, suggestion, or feedback that You provide.
THE BETA PRODUCTS CONSTITUTE PRE-MARKET RELEASE PRODUCTS THAT ARE STILL UNDER DEVELOPMENT AND ARE PROVIDED ON AN ‘AS-IS’ ‘BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR CONTRACTUAL OR STATUTORY. WITHOUT LIMITATION, LOC DOES NOT WARRANT THAT (a) THE OPERATION AND/OR USE OF THE BETA PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, (b) THE BETA PRODUCTS WILL PERFORM AS ANTICIPATED OR WILL BE USEFUL IN IDENTIFYING ANY PARTICULAR DEVELOPMENTAL MARKERS OR BEHAVIORS, (c) DEFICIENCIES OR ERRORS IN THE BETA PRODUCTS WILL BE CORRECTED OR ARE CAPABLE OF CORRECTION; OR (d) THAT THE BETA PRODUCTS WILL MEET YOUR REQUIREMENTS. (e) IN ANY CASE, THE LOC'S PRODUCT IS A WELL-BEING TOOL THAT CANNOT BE USED AS A MEDICAL DEVICE (f) THE DECISION TO SHARE THE DEVICE'S INFORMATION WITH THE BABY'S EXPERTS WHETHER THEY REGISTERED TO THE APPLICATION OR NOT AND/OR RELY ON THE APPLICATION INFORMATION IN MAKING DECISIONS IN THE CARE OF THE BABY IS NOT ENDORSED BT LOC AND IS THE SOLE RESPONSIBILITY OF YOU. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER LOC NOR ANY OF ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE BETA PRODUCTS OR THE PROGRAM, WHETHER LOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, LOC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF ANY CLAIM OR DAMAGES IN CONNECTION WITH THIS AGREEMENT, THE BETA PRODUCTS, OR THE PROGRAM SHALL NOT EXCEED $100.
By accessing and using the Beta Products, You confirm that You have reviewed LOC’s product manual available at https://www.littleone.care/betamanual and understand and accept the provisions thereof as incorporated into this Beta Agreement by reference.
Safety of product Use:
By accessing and using the Beta Products, You confirm that You have reviewed LOC’s safety of product use policy available at https://www.LittleOne.Care.care/betasafety and understand and accept the provisions thereof as incorporated into this Beta Agreement by reference.
This Beta Agreement, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the State of Israel, without reference to conflict of laws principles. The United Nations Convention on the International Sale of Goods (“CISG”) is expressly excluded from having any application to this Beta Agreement. Any controversy or claim arising out of or relating to this Beta Agreement, or the breach thereof, shall be subject to the exclusive jurisdiction of the competent courts of Tel Aviv – Jaffa, and the parties agree and submit to the personal and exclusive jurisdiction and venue of such courts. You may not assign this Beta Agreement or any rights or obligations hereunder, directly or indirectly without the prior written consent of LOC. Subject to the foregoing, this Beta Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. No waiver or modification of this Beta Agreement shall be valid unless made in writing and signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Beta Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Beta Agreement shall remain in full force and effect. If any provision of a printed copy of this Beta Agreement included with the Beta Products conflicts with the terms of this Beta Agreement posted online on LOC’s website at https://www.littleone.care/betaterms (the “Site”), the online version on the Site shall govern and control over the printed version. Further, LOC shall have the right at any time to update the terms of this Beta Agreement by posting the updated version of the Beta Agreement to the Site, and such updated Beta Agreement shall become immediately effective. Your continued use of the Beta Products following the posting of the updated Beta Agreement constitutes Your acceptance of the updated terms.