Beta Tester Agreement

Last updated on November 29, 2022.

By using any of Timeshifter’s beta versions, you have accepted and agreed to this Beta Tester Agreement (Agreement).

You agree with Timeshifter Inc. (“Timeshifter”) as follows:

  1. You shall test the Timeshifter app (the “App”) and review our App designs in accordance with our proprietary procedures. Timeshifter grants you a limited, nonexclusive, nontransferable, revocable license, during the term of this Agreement, to use the App, in object code form, solely for the purposes of testing and evaluation, and not for general production use. You acknowledge that the App contains trade secrets of Timeshifter and its licensors, and, in order to protect such trade secrets and other interests that Timeshifter and its licensors may have in the App, you shall not copy, modify, reverse engineer, decompile, disassemble, distribute, sell, sublicense or otherwise transfer the App or authorize a third party to do any of the foregoing.

  2. You will share your feedback and concerns with us via the app’s online chat, email, and/or through completing a brief online questionnaire.

  3. You have agreed to volunteer as a beta tester. You understand we will not pay you for your work.

  4. All materials and information we share with you is the confidential information of Timeshifter and you shall treat such materials and information with strict confidentiality. You shall not disclose such materials and information to any third party or use such materials and information for any purpose other than for the performance of your services under this Agreement.

  5. Timeshifter is the owner of the App, algorithm, testing tools, and all other the materials and information provided to you, and shall be the owner of any information, feedback, comments, and suggestions for improvements developed or provided by you from the testing services (collectively, “Feedback”), including without limitation, any changes made to the App or algorithm as a result of your services. You hereby assign to Timeshifter all right, title and interest in and to the Feedback, including all intellectual property rights therein. At Timeshifter’s request and expense, you shall execute documents and take such further acts as Timeshifter may reasonably request to assist Timeshifter to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback.

  6. You acknowledge and agree that: (a) the App is not an official product and has not been commercially released for sale by Timeshifter; (b) the App may not operate properly, be in final form or fully functional; (c) the App may contain errors, design flaws or other problems; (d) it may not be possible to make the App fully functional; (e) the information obtained using the App may not be accurate; (f) use of the App may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) Timeshifter is under no obligation to release a commercial version of the App; and (h) Timeshifter has the right unilaterally to abandon development of the App, at any time and without any obligation or liability to you. You acknowledge and agree that you should not rely on the App for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the App. Without limiting the foregoing, you will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of your use of the App.

  7. You acknowledge that the App has not been evaluated by the Food and Drug Administration, is not intended to diagnose, treat, cure or prevent any disease, is intended for healthy adults, 18 years of age or older, and is being provided “AS IS.” TIMESHIFTER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IN NO EVENT WILL TIMESHIFTER BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, AND ISSUES RELATED TO SLEEP AND ALERTNESS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE APP OR FOR ANY ERROR OR DEFECT IN THE APP, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT TIMESHIFTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  8. The term of this Agreement will be for a period of twelve (12) months, unless sooner terminated as provided below. Either party may terminate this Agreement at any time, with or without cause, upon five (5) days' written notice to the other party. Timeshifter may terminate this Agreement immediately upon written notice to you in the event that you breach any term of this Agreement or infringe or otherwise violate Timeshifter’s intellectual property rights. Upon any termination or expiration of this Agreement, the rights and licenses granted to you under this Agreement will automatically terminate. The provisions of Sections 2-9 will survive any termination or expiration of this Agreement.

  9. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to that state’s principles of conflicts of law. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Southern District of New York and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Timeshifter. Any attempted assignment without such consent will be null and of no effect. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.