C3RRO Alpha Testing Agreement

This Alpha Testing Agreement (”Agreement”) is entered into by and between C3RROlutions GmbH (”C3RRO”) and you the Customer (”Customer”). C3RRO and Customer, intending to be legally bound, hereby agree as follows.

Section 1. GENERAL

1.1. “Alpha Test” means the services and obligations described in Sections 1-4 of this Agreement; it will commence upon Customer’s acceptance of this Agreement and Customer getting access to a C3RRO application and will last approximately sixty (60) days unless terminated earlier according to the terms of this Agreement. During the Alpha Test, Customer shall be entitled to free access to the C3RRO cloud-based application on the CINCHBUILD™ platform (“CB Platform”) for test and evaluation purposes only.

Section 2. RESPONSIBILITIES OF C3RRO

C3RRO shall:

2.1. Furnish free access to Customer to “Login and Register” at the CB Platform to test the functionality of the CB Platform.  This access is to allow Customer to launch available C3RRO applications and/or tools provided by the CB Platform, to test and challenge the functions of these available applications, to upload and modify test cases and to run test simulations; and

2.2. Provide Support Consultation to Customer to promptly investigate and attempt to resolve, through reasonable commercial efforts (as determined solely by C3RRO), any problem or error issues relating to the functionality of the C3RRO applications reported by Customer to C3RRO in writing. “Support Consultation” means C3RRO’s efforts to promptly investigate and attempt to resolve via reasonable commercial efforts (as determined solely by C3RRO) any problem or error issues relating to the functionality of the C3RRO applications reported by Customer to C3RRO in writing.  All unresolved problems will be forwarded to C3RRO’s Alpha Test support team.

Section 3. RESPONSIBILITIES OF CUSTOMER

Customer shall:

3.1. Provide C3RRO feedback on problems (including but not limited to errors, failures, unconforming results and unexpected performances) relating to the functionality of the C3RRO applications.  Additionally, Customer shall provide improvement suggestions and/or recommendations for the C3RRO applications; 

3.2. Refrain from using the C3RRO applications during the Alpha Test as a production environment or for commercial purposes; 

3.3. Refrain from using any simulation results as anything other than sample test results;

3.4. Refrain from relying on the safety and security of data while using the CB Platform and any C3RRO applications provided by the CB Platform; and

3.5. Use the C3RRO applications only as authorized herein, and instruct its employees having access to the C3RRO applications to act in conformity with Customer’s obligations under this Agreement.

Section 4. OPERATING PROCEDURES

4.1. C3RRO will provide reasonable (as determined solely by C3RRO) assistance to Customer for purposes of access and use of the C3RRO applications for purposes of the Alpha Test. However, Customer shall be responsible for the management, internal control, and implementation of the Alpha Test.

4.2. Because the C3RRO applications may contain defects, Customer is responsible for establishing back-up, log, batch, review, and other procedures and controls appropriate to maintain the integrity and continuity of Customer’s operations.

4.3. C3RRO is under no obligation to make any changes or modifications to the C3RRO applications suggested by Customer. C3RRO reserves the right, with or without prior notice, to discontinue work on the C3RRO applications or to revise the C3RRO applications so it provides different features, features in different combinations, and/or different environment configurations.

Section 5. LIMITATIONS ON WARRANTY AND LIABILITY

5.1. THE C3RRO APPLICATIONS PROVIDED IN THIS ALPHA TEST ARE NOT A FULLY TESTED PRODUCT OFFERING. CUSTOMER’S USE OF THE LICENSED PROGRAM IS AT CUSTOMER’S SOLE RISK; THE C3RRO APPLICATIONS MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH APPLICABLE SPECIFICATIONS, AND MAY PRODUCE UNINTENDED OR ERRONEOUS RESULTS WHEN OPERATED ON THEIR OWN OR IN COMBINATION WITH OTHER APPLICATIONS AND TOOLS ON THE CB PLATFORM. CUSTOMER ACCEPTS THE C3RRO APPLICATIONS “AS IS”. THE C3RRO APPLICATIONS ARE PROVIDED AS IS, WITHOUT ANY WARRANTY WHATSOEVER.

5.2. IN NO EVENT WILL C3RRO BE LIABLE FOR DAMAGES OF ANY KIND (DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL) RESULTING FROM ANY DEFECT IN THE C3RRO APPLICATIONS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

5.3. CUSTOMER SHALL BE RESPONSIBLE FOR ANY USE OF THE C3RRO APPLICATIONS IN CUSTOMER’S OPERATIONS. CUSTOMER SHALL BE RESPONSIBLE FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE C3RRO APPLICATIONS. IF CUSTOMER INTENDS TO USE OR RELY ON SUCH OUTPUT FOR BUSINESS PURPOSES, CUSTOMER SHALL FOLLOW PROPER BACK-UP PROCEDURES FOR ANY OTHER PROGRAMMING AND ALL DATA TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM USE OF ANY OR ALL OF THE C3RRO APPLICATIONS.

Section 6. OWNERSHIP AND CONFIDENTIALITY

6.1. C3RRO shall have sole and exclusive ownership of all right, title, and interest in and to the C3RRO applications and any additions or modifications thereto arising during the Alpha Test or as a result of any other collaboration between C3RRO and Customer (including their respective personnel), all media and documentation relating to such additions or modifications, and all intellectual property rights associated therewith (including, without limitation, rights to copyrights, trade secrets, or know-how). Upon C3RRO’s request, Customer agrees to execute such further instruments and take such further action as C3RRO may reasonably request to effect ownership of any such modifications.  All rights in and to the C3RRO applications not specifically granted to Customer in this Agreement are hereby expressly reserved by C3RRO. 

6.2. Customer agrees to maintain in confidence the C3RRO applications and all media and documentation that relate to the design, development, operation, testing or use of the C3RRO applications or any additions or modifications thereto. Customer agrees to use the same security measures as it uses to protect its own confidential technical information, provided that such measures shall be at least commercially reasonable for such purpose. Customer further agrees not to disclose such information to anyone other than those of its employees, and such contractors as C3RRO may approve, under nondisclosure obligations who have a need to know such information in connection with the Alpha Test. Upon completion of the Alpha Test, unless Customer and C3RRO enter into a further signed, written agreement for the extended use of the C3RRO applications, Customer agrees to return all media and documentation containing such information, and Customer further agrees to certify its compliance with such obligation if requested by C3RRO. The foregoing confidentiality obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on C3RRO’s information, or approved for release by C3RRO without restriction.

6.3. C3RRO shall have and may cumulatively exercise all rights it might have at law or in equity for the protection of the C3RRO applications, including an injunction enjoining the breach or threatened breach of this Section.

Section 7. TERMINATION

7.1. Either party may terminate the Alpha Test and this Agreement at any time upon 10 days written notice.

7.2. Upon expiration or termination of the Alpha Test for any reason, provided that Customer has not entered into a written Subscription Agreement with C3RRO on mutually agreeable terms for the ongoing use of the C3RRO applications, Customer shall immediately return all copies of any media and documentation that relate to the design, development, operation, testing, or use of the C3RRO applications or any additions or modifications thereto. Customer agrees to certify its compliance with the foregoing promptly upon C3RRO’s request.

Section 8. MISCELLANEOUS

8.1. C3RRO may refer to Customer by name in advertising and promotional materials in connection with Customer’s participation in the Alpha Test.

8.2. The provisions of Sections 4 and 5 shall survive termination of this Agreement.

8.3. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to principles of choice of law.

8.4. This Agreement constitutes the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof, and supersedes all prior oral and written proposals, representations, or other communication related to the subject matter hereof. This Agreement may not be modified except by a written instrument signed by both C3RRO and Customer.  The C3RRO applications and the actions and commitments of C3RRO with respect thereto shall not be construed as being directly or indirectly covered by or subject to any other agreement between Customer and C3RRO.