This Agreement (the "Agreement") contains the exclusive terms and conditions between you and Hansel Invest, LLC, a Delaware Limited Liability Corporation ("Hansel"), and it governs your participation in Hansel's usability test phase (the "Test Phase"). By indicating your acceptance in the "I Agree" field, you represent and warrant that you are 18 years of age or older and agree to abide by and to be bound by this Agreement. If you do not agree to all of the terms of this Agreement or if you are younger than 18 years old, you may not act as a Tester (as defined below) for Hansel.
Hansel has developed a software platform and service (the "Platform") that enables Hansel to test users ("Testers") to link their bank accounts to Hansel software and establish cryptocurrency investment portfolios with minimal user interaction. The Platform, which includes Hansel's proprietary website, interface, and services, will be used by Testers in order to generate information for Hansel to better its services, presentation, user experience, and data retention policies, to the extent it provides any such services (the "Elements"). Together, the Platform, Elements, and all related materials and information are referred to as "Proprietary Information." You agree to the Tester obligations as fully set forth in the complete sections referenced below, each of which is a material condition precedent to your participation as a Tester:
You will use Proprietary Information only as permitted by this Agreement (see Use of and Limited License to Proprietary Information). You will provide us accurate information (see Tester Information). You will maintain certain accounts (see Tester Requirements). You will maintain the confidence of all Proprietary Information you received during the course of your activities as a Tester (see Confidentiality and Security and Passwords).
You are acting as an independent contractor for Hansel. Nothing in this Agreement will be construed to make you an agent, employee or legal representative of Hansel. You will not be entitled to any benefits and you are solely responsible for your expenses, should any arise.
You acknowledge that in participating in the Test Phase or otherwise performing your duties under this Agreement, you will be granted access to or may obtain, learn, or develop Proprietary Information, including but not limited to the Platform, Element(s), the existence of an Element, text, software, scripts, code, designs, ideas, graphics, photos, sounds, music, videos, applications, interactive features, software, technology, know-how, algorithms, processes, testing procedures, structure, interfaces, specifications, documentation, inventions (whether patentable or not), patents, copyrights, trademarks, trade dress, service marks, and other intellectual property, as well as technical, business, product, marketing, and financial information, products, and data. You acknowledge and agree that Proprietary Information may be protected by applicable intellectual property and other laws.
Hansel shall solely own all right, title, and interest in and to all results produced by you in the Test Phase, including conclusions, suggestions, comments, and any related reports made by you or in connection with the Test Phase under this Agreement ("Testing Results"). You hereby assign to Hansel, for no additional consideration, any invention, work of authorship, mask work, idea, process, or know-how (whether patentable or not) that is conceived, learned, or reduced to practice in the course of performance under this Agreement and sole ownership of any related patent rights, copyrights (including moral rights, provided that non-assignable moral rights are waived), trade secret rights, mask work rights, and other rights. You agree to take any action reasonably requested by Hansel, at Hansel's expense, to evidence, perfect, obtain, maintain, enforce, or defend such rights. Except as expressly provided in this Agreement, nothing provided in connection with the Test Phase shall be construed as conferring any license under any of Hansel's, its users', or any other party's intellectual property rights, whether by estoppel, implication, waiver, or otherwise.
Subject to the provisions of this Agreement, Hansel grants to you a personal, nonsublicensable, nonexclusive license to use Proprietary Information solely to participate in the Test Phase on behalf of Hansel, and in accordance with any documentation or instructions supplied by Hansel. Any underlying software, information, or Elements obtained by you in connection with participation in the Testing Phase are deemed to be a part of Proprietary Information and are subject to all the disclaimers, limitations, and restrictions in this Agreement relating to Proprietary Information. You agree to use Proprietary Information only in the ordinary course of testing, and you will not reproduce or modify the Proprietary Information or any underlying ideas, technology, related software, or portion thereof. You agree that you will not rent, sell, lease, or otherwise transfer or allow access to Proprietary Information or any part thereof or use such Proprietary Information for the benefit of a third party. You agree that you will not reverse engineer, disassemble, decompile, translate, adapt, or disassemble any software related to Proprietary Information, or otherwise attempt to discover any such software source code or underlying Proprietary Information. You agree that you will not remove or export any Proprietary Information or any portion or direct product thereof from the United States or the country in which you have agreed to participate in the Test Phase.
Any Proprietary Information related to the Test Phase is extremely confidential. By consenting to this Agreement, you agree to protect and to hold confidential any Proprietary Information provided, used, or arising in connection with the Test Phase. You agree that you shall not use or disclose (except as expressly authorized by this Agreement) Proprietary Information, unless such Proprietary Information becomes part of the public domain. Without limiting these obligations, you specifically agree to keep in absolute confidence and not to disclose or discuss with anyone, even family members:
any information about the Test Phase that you provide; and any information regarding any Elements which you are testing, have tested, or will test, including the fact that an Element exists.
When you register with Hansel to become a Tester or fill out questionnaires related to specific Test Phase projects, you will be asked to provide information about yourself, which may include:
personally identifiable information such as your name, email address or other contact information; demographic information such as age, gender, education, employment status and hobbies; and/or other information that we may request to facilitate the Test Phase (collectively, "Tester Information").
You represent that the Tester Information that you provide to Hansel will be accurate and complete. You agree to promptly provide Hansel with any applicable updates to the Tester Information. You agree that you will not allow anyone else to use your account and that you are liable for any actions through use of your account. You hereby give Hansel permission to store your Tester Information as necessary to gather pertinent information related to the usability of Hansel services, websites, user experience, and other Hansel offerings. Hansel agrees to only store this information as needed to complete the Test Phase and will completely dispose of your information once the Test Phase is complete.
You are responsible for providing and having access to a personal, non-commercial device such as a computer, mobile phone, or tablet in order to participate in the Test Phase.
You agree that Hansel may collect other information about the device(s) you use in the Test Phase, including but not limited to device identifiers, IP address, location information, usage information, operating system, service provider, software or app content. In order to collect this information, Hansel may serve cookies or related technologies to your device.
Hansel may extract anonymous statistics and otherwise aggregate or de-identify information from the Test Phase and written reports you create and use such information for any purpose. Hansel will take reasonable precautions to protect such information gathered as part of the Test Phase.
Unless Hansel agrees in writing:
You may not copy or record any Proprietary Information, including the results of the Test Phase; You may not copy or take screenshots/videos of the Elements, the Hansel website or other Hansel information, and/or disclose such Proprietary Information to other Testers or third parties in any manner; If the Test Phase requires you to download an Element onto your device, you will promptly delete such Element after completion of the Test Phase; and If the Test Phase provides you with access to a password-protected website or non-public website, you will not access such website after completion of that Test Phase.
You understand that Hansel takes steps to ensure that your Tester Information is treated securely, but no Internet transmission or method of electronic storage is 100% secure or error free. You acknowledge and agree that Hansel cannot guarantee the security of any information provided by you and that you provide information at your own risk. You are responsible for maintaining the confidentiality of any usernames or passwords associated with any account that you use for the Test Phase and for monitoring all activity under your account. You may not disclose or share your username or password with any third parties or use them for any unauthorized purpose. You will be responsible for all activities, acts, or omissions that occur under your account, and you agree to assume full responsibility for any such activities, acts, or omissions. If you become aware of any unauthorized use of your password or your account, you agree to notify Hansel immediately at the email address provided at the end of this Agreement.
Hansel reserves the right to immediately terminate this Agreement, your account, and/or access to any Proprietary Information, under certain circumstances and without prior notice. Upon termination, the rights and licenses granted to you by this Agreement shall terminate and you must immediately return anything you have obtained in connection with the Test Phase, together with any and all documents, notes, and other materials related to the Test Phase, including without limitation all Proprietary Information and all copies and extracts thereof. All other terms of this Agreement will otherwise remain in effect. Cause for such termination includes but is not limited to:
Real or suspected breaches or violations of this Agreement, other incorporated agreements, the Test Phase instructions, and/or additional terms; Requests by law enforcement or other government agencies; A request by you (self-initiated account deletion); Discontinuance or material modification to the Hansel services or any portion thereof; Unexpected technical or security issues or problems; and/or Extended periods of inactivity.
Termination of this Agreement or your account may include removal of access to all Test Phase resources or Proprietary Information, deletion of information associated with or inside your account, and barring of further participation in the Test Phase. Further, you agree that all terminations for cause will be made in Hansel’s sole discretion and that Hansel is not liable to you or any third party for any termination of this Agreement or your account.
We control and operate the Usability Testing services from our offices within the United States of America. We do not make any representation that any Proprietary Information related to the Test Phase or other content from Hansel or Hansel clients are appropriate or available for use in other locations, and access to them from territories where such content or use of such Proprietary Information or participation in the Test Phase is illegal is prohibited. If you enroll as a Tester from locations outside of the United States, you do so on your own initiative and at your own risk and are responsible for compliance with applicable local laws.
As provided in Section 2.2 above, you agree to assign and hereby assign any and all rights in and to Test Results for no additional consideration. Further, you grant to Hansel, its legal representatives, assigns, agents, employees, and all third party beneficiaries to this Agreement, and each of their respective heirs, successors and assigns (collectively, the "Released Parties"), the unrestricted permission to use and exploit all digital information pertaining to such, in any and all media, whether now existing or hereafter invented for advertising, marketing, promotion or any other lawful purpose. You waive any rights, claims or interest you may have to control the use of your persona, image, likeness and sound obtained in connection with the Test Phase in whatever media used for the above-referenced purposes and irrevocably release, discharge and hold harmless the Released Parties from any and all claims, demands, suits, causes of action, damages, costs, losses, expenses and proceedings of any kind whatsoever, whether existing now or arising in the future, anywhere in the universe, that relate in any way whatsoever to the activities contemplated in this Section 5.2 and/or the Released Parties' exercise of the rights granted herein. Without limiting the foregoing, to the extent applicable to the subject matter of this Agreement, you waive your rights under California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."
All rights not expressly granted by Hansel in this Agreement are reserved.
NO ENDORSEMENT OF OR PARTICIPATION BY ANY THIRD PARTY SHOULD BE INFERRED DUE TO ANY REFERENCE TO THAT THIRD PARTY OR INCLUSION OF DATA RELATING TO THAT THIRD PARTY IN CONNECTION WITH A USABILITY TEST.
The parties acknowledge and agree that the Elements and the Test Phase are experimental in nature and that any and all Proprietary Information, including the Platform, Elements, and any other software or content provided by Hansel or a third party in connection with the Test Phase, is provided "AS IS" and may not be functional on any machine or in any environment. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE FOR THE PLATFORM, THE TEST PHASE, ELEMENTS AND ANY OTHER INTERACTION THAT YOU MAY HAVE WITH THE RELEASED PARTIES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PLATFORM OR THE TEST PHASE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF WARRANTY, OR OTHER THEORY (A) FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, OR (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR (C) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST REVENUES, LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTENGIBLE LOSSES (EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE RELEASED PARTIES' AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED YOUR ACTUAL DAMAGES SUFFERED.
YOU FURTHER AGREE THAT THE LIMITATIONS OF LIABILITY ABOVE WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold harmless the Released Parties and their employees, suppliers and licensors, clients, and their respective officers, directors, employees, agents, subsidiaries and affiliates, from and against any third-party claim, demand, liability, loss, damage, cost or expense (including without limitation reasonable legal and accounting fees) arising out of or related to: (A) your participation in the Test Phase; (B) your use of any Proprietary Information provided or obtained in connection with the Test Phase; (C) your failure to comply with this Agreement, including, without limitation, your disclosure of any Proprietary Information that is provided to you; (D) your infringement, violation, or misappropriation of any third party rights; or (E) any violation of applicable laws or regulations. The Released Parties shall promptly provide notice to you of any such claim, demand, liability, loss, damage, cost or expense.
EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
By agreeing to these terms you acknowledge and agree that we may use, store and process personally identifiable information (or "Personal Data") which you provide to Hansel, including (i) full name, (ii) email, (iii) physical address, (iv) phone number, and other related information that may be collected as part of the Test Phase or for the purpose of testing Hansel Services (the "Agreed Purpose"). Save in connection with the provision of services to you or as required in order to comply with applicable law, Personal Data which you provide to us will be kept confidential and will not be disclosed to anyone outside of Hansel. You will have a right of access under data protection legislation to your personally identifiable information that we hold about you.
This Agreement constitutes the entire agreement between you and Hansel relating to the subject matter of this Agreement, and shall completely replace any prior agreements, oral or written, between you and Hansel in relation to you acting as a Tester for Hansel.
Hansel reserves the right to discontinue the Test Phase at any time or otherwise make changes to its services at any time, without notice, and without liability to you.
Hansel's failure to exercise or enforce any legal right or remedy or provision of this Agreement (or which Hansel has the benefit of under any applicable law) will not constitute a waiver of such right, remedy, or provision.
In the event that any of the provisions of this Agreement is found by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the other provisions of this Agreement remain in full force and effect.
You may not assign or delegate any rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void and without effect. Hansel may freely assign or delegate all rights and obligations under this Agreement, in whole or in part.
You acknowledge and agree that due to the unique nature of the Proprietary Information, there may be no adequate remedy at law for any breach of your obligations in this Agreement, that any such breach may allow you or third parties to unfairly compete with Hansel or its clients, resulting in irreparable harm to such parties. As such, upon any such breach or threat thereof, Hansel or an applicable client shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law, without the necessity of proving actual damages and without the necessity of posting a bond or making any undertaking in connection therewith.
This Agreement and the relationship between you and Hansel shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. You agree to first contact Hansel at firstname.lastname@example.org regarding any claim or controversy arising out of or relating to this Agreement or your participation in the Test Phase. You and Hansel agree to submit to the personal and exclusive arbitration of any disputes relating to this Agreement or your participation in Usability Testing under the rules of the JAMS ADR. For more information visit www.jamsadr.com. Any such arbitration, to the extent necessary, shall be conducted in New York, New York. You covenant not to sue Hansel in any other forum.
To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Hansel. You agree to the entry of injunctive relief to stop such a lawsuit or to remove it as a participant in the suit. You agree to pay the attorney's fees and court costs that Hansel incurs in seeking such relief. This provision, preventing you from bringing, joining or participating in class action lawsuits, is an independent agreement and does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided below.
You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to this Agreement or your participation in the Test Phase:
YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY
YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.
You agree that Hansel may communicate with you electronically regarding this Agreement, the Test Phase, security, privacy, and administrative issues. If Hansel learns of a security system’s breach, it may attempt to notify you electronically by posting a notice on the Site, sending an email to you, or contacting you via any other means of communication for which you have provided contact information. You may have a legal right to receive a notice of breach in writing. To receive free written notice of a security breach or to withdraw your consent from receiving electronic notice, please contact us via the contact information provided at the end of this Agreement.
Questions, comments and requests in relation to this Agreement should be sent to email@example.com