what3words product tester terms & conditions

These what3words product tester terms and conditions ( Terms ) were last updated on 20 November 2018.

THIS AGREEMENT is made by and between what3words limited (“we”, “what3words” or the “Company”), and You (“you”, “Licensee” or the “User”).

Recitals

  1. what3words has developed a software application, including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material (“Software”);
  2. what3words desires that the Software be tested prior to general release;
  3. Licensee wishes to serve as a Beta tester for such Software;

In consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:

  1. what3words reserves the right to modify or terminate the Software or your access to the Software or the participation in our beta testers programme for any reason, without notice, at any time, and without liability to you.
  2. what3words grants to Licensee a non-exclusive, revocable, non-transferable license to use the Software on a single device solely for Beta testing and Beta use from effective date of agreement until termination, subject to the term and conditions below.
  3. In consideration for receiving a copy of the Software for testing, Licensee agrees to serve as a “Beta Tester” for the Software and will notify what3words of all problems and ideas for enhancements and modifications which come to Licensee’s attention during the period of this Agreement, including completing a questionnaire to be sent to Licensee by what3words. The Licensee hereby assigns to what3words all right, title and interest to such enhancements and modifications and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
  4. For the avoidance of doubt, what3words retains sole ownership of the Software and any modifications and enhancements to the same and the Licensor agrees to take all steps necessary to assign any modifications, enhancements (including the Licensor’s ideas for enhancement or modification) to what3words exclusively.
  5. Licensee agrees that Software is the sole property of what3words and includes valuable trade secrets of what3words. Licensee agrees to treat Software as confidential and will not without the express written authorisation of what3words:
    1. Demonstrate, copy, sell or market Software to any third party; or
    2. Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or
    3. Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof.
  6. Software is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. Software may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. Software is provided “AS IS” without warranty of any kind. The entire risk arising out of the use or performance of Software remains with Licensee. In no event shall what3words be liable for any damage whatsoever arising out of the use of or inability to use Software, even if what3words has been advised of the possibility of such damages.
  7. The Licensee upon completion of the Beta test agrees to provide material, statistics, or information that is not deemed confidential to Licensee for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by what3words.
  8. The Licensee acknowledges and agrees that what3words will receive and process the Licensee’s name, email address, device ID (UDID) and Apple ID in order to carry out the Beta test. what3word’s will only process this information as part of the Beta test, and it will only be utilised by employees that are involved in conducting the Beta test and analysing the results. The Licensee may contact what3words at betatesting@what3words.com in writing to request that what3words delete the foregoing information from its systems should the Licensee wish to no longer be part of the Beta test program, the Licensee may also request to amend its information or receive a copy of its information.
  9. This License Agreement shall be governed, construed and enforced in accordance with the laws of England and Wales.
  10. This Agreement constitutes the entire and only agreement between the parties for Software and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorised representatives of the parties.
  11. Failure of what3words to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
  12. what3words may terminate this Agreement at any time upon service notice to the Licensee.
    In the event of a termination, the Licensee will take all steps necessary and follow instructions from what3words to remove the Software from its device and stop using the Software. The obligations and restrictions specified in clause 3, 4, 5 and 7 shall survive termination but the Licensee’s licence to use the Software in clause 2 shall automatically cease.
  13. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.