Agreement for Flexxon Singapore 2024

Flexxon SG (Asia)

X-PHY® Early Access Beta Testing Terms & Conditions

This X-PHY® Early Access Beta Testing Agreement (this “Agreement”) constitutes a
legal agreement between you (“You,” “Your” or “Tester”) and Flexxon Pte Ltd. , address at 28 Genting Lane 09-03 , Singapore 349585 (“Flexxon”, “Company” or “Company’s”)
and states the terms and conditions that govern Your participation in Company
products and/or services offered on a preliminary, evaluation or “beta” testing basis. By
using or participating in any such products and/or services, you agree to abide by the
terms of this Agreement.

  1. Scope of Agreement. Tester is being granted rights under this Agreement for
    the purpose of testing and providing input and other Feedback to Company
    regarding one or more of Company’s proprietaries, non-commercially available
    products and/or services on a temporary basis (individually and collectively, the
    Beta Products”). This Agreement covers all Beta Products made available to
    Tester by Company , including, without limitation, any Beta Products specifically
    identified by Company as being in a preliminary, evaluation, “beta” or any similar
    state of development. Company retains sole and absolute discretion over the
    Beta Products and may modify them at any time. Tester’s use of and access to
    such Beta Products are subject to the terms of this Agreement.
  2. Limited Use Rights. For the Term of this Agreement, Company hereby grants
    Tester a non-exclusive, non-transferable, non-sublicensable, revocable, limited
    license to allow Tester’s designated participants to use the Beta Products to test
    their functionality and provide Feedback to Company. Company hosts and
    retains control over the Beta Products and only makes them available for access
    and use by Tester over the Internet through a Web-browser. This license does
    not permit Tester or its designated participants to use the Beta Products in any
    session intended primarily to provide general business training to other Tester
    associates, nor to any audiences outside of Tester or for any other commercial
    purpose. Company reserves the right to, in its sole discretion, (i) revoke access
    and use of the Beta Products any time, (ii) monitor or measure Tester’s use of the
    Beta Products, (iii) validate certain features or functionality of the Beta Products,
    and/or (iv) provide services or support necessary to maintain the Beta Products.
    Tester and/or its designated participants shall not and shall not attempt to
    directly or indirectly, (i) copy, modify, translate, or create derivative works of the
    Beta Products, (ii) reverse engineer, decompile, disassemble or otherwise
    attempt to reconstruct, identify or discover any source code, underlying ideas,
    underlying user interface techniques, or algorithms of any part of the Beta
    Products, (iii) lend, lease, offer for sale, sell or otherwise use any part of the Beta
    Products for the benefit of any other third parties, or (iv) attempt to circumvent
    any license, timing or use restrictions that are built into any part of the Beta
    Products.
  3. Feedback. Tester agrees to provide feedback, analysis, suggestions,
    enhancement requests, comments and recommendations to Company regarding
    the Beta Products upon Company’s request (the “Feedback”). Feedback shall
    include informing Company about the performance, ease of use, features that
    may be missing, and any bugs encountered during the use of the Beta Products.
    Company may contact Tester and Tester agrees to make available a reasonable
    amount of time to discuss the Beta Products with Company if so requested. As
    between Company and Tester, all right, title and interest in and to any such
    Feedback shall be owned solely and exclusively by Company . Tester agrees that
    Company shall have the perpetual, irrevocable and worldwide right to use,
    modify, license, sublicense and otherwise exploit all or part of the Feedback or
    any derivative thereof in any manner or media now known or hereafter devised
    without any remuneration, compensation or credit to Tester.
  4. Intellectual Property. The parties acknowledge that this Agreement does not
    transfer any right, title or interest in any intellectual property right to the other.
    Company maintains all rights, title and interest in and to all its patents,
    inventions, copyrights, trademarks, domain names, trade secrets, know-how and
    any other intellectual property and/or proprietary rights contained in and to (i)
    the Beta Products, (ii) its online educational platform and (iii) all original works
    of authorship, inventions, processes, concepts, documents, work product and
    other materials or other proprietary information made accessible or delivered to
    Tester or to any participant under this Agreement or prepared by or on behalf of
    Company in the course of providing the Beta Products (collectively, “Intellectual
    Property Rights”). The limited rights granted to Tester to access and use the
    Beta Products under this Agreement do not convey any additional rights in the
    Beta Products or in or to any Intellectual Property Rights associated therewith.
    Subject only to the limited rights to access and use the Beta Products as
    expressly provided herein, all rights, title and interest in and to the Beta
    Products and all Intellectual Property Rights will remain with and belong
    exclusively to Company .
  5. Term and Termination. This Agreement shall commence upon Tester’s use of
    or participation in the Beta Products and shall continue until terminated in
    accordance with this Agreement (the “Term”). Either party may terminate this
    Agreement at any time, for any or no reason, provided, however, Tester must
    provide written notice to Company of its election to terminate this Agreement
    (email is permissible). Company is not required to provide Tester notice of its
    election to terminate its provision of the Beta Products and/or this Agreement.
    Upon termination of this Agreement, Company may deny Tester and its
    designated participants access to the Beta Products and withhold, remove or
    discard any content, data, or other information that Tester or its designated
    participants have posted, uploaded or otherwise shared while using the Beta
    Products. Termination of this Agreement by either party shall not in any way
    limit Company’s rights related to any Feedback provided before or after such
    termination.
  6. Returns and Refunds. All X-PHY® Early Access sales are final and nonrefundable. In the event of the termination of this Agreement. Company will not
    accept refunds or exchanges.
  7. Confidential Information. Tester acknowledges and agrees that its use of the
    Beta Products will result in Company disclosing certain confidential, proprietary
    and/or trade secret information related to the Beta Products and/or Intellectual
    Property Rights (the “Confidential Information”). Tester agrees that it will not,
    without the express prior written consent of Company , disclose any Confidential
    Information or any part thereof to any third party, except to the extent that such
    Confidential Information (i) is or becomes generally available to the public
    through any means other than as a result of any act or omission by Tester; (ii) is
    rightfully received by Tester from a third party that is not subject to any
    obligation of confidentiality with respect thereto and without limitation as to its
    use; or (iii) is independently developed by Tester without any reliance on any
    Confidential Information.
  8. Protection. Tester shall use the same degree of care that it uses to protect the
    confidentiality of its own confidential information of like kind (but in no event
    less than reasonable care) (i) not to use any Confidential Information for any
    purpose outside the scope of this Agreement, and (ii) except as otherwise
    authorized by Company in writing, to limit access to Confidential Information of
    the Disclosing Party to those of its and its affiliates’ employees, contractors and
    agents who need such access for purposes consistent with this Agreement and
    who have signed confidentiality agreements with Tester containing protections
    no less stringent than those herein. Neither party shall disclose the terms of this
    Agreement to any third party other than its affiliates and their legal counsel,
    accountants or auditors without the other party’s prior written consent.
  9. Privacy Policy. This Agreement is subject to and incorporates by reference
    Company’s Privacy Policy. By entering into this Agreement, Tester agrees to be
    contacted by Company during and after the Term of this Agreement to
    participate in the testing of current or future Beta Products.
  10. Compliance with Laws and Representations and Warranties. Each party
    represents and warrants to the other party that it shall perform its obligations
    hereunder in compliance with all applicable laws, including export control laws
    of the United States which are applicable to the provision and use of the Beta
    Products.
  11. Disclaimer of Warranties. THE BETA PRODUCTS ARE PROVIDED “AS IS”.
    Company MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
    IMPLIED, REGARDING THE BETA PRODUCTS INCLUDING ANY
    REPRESENTATION THAT THE SERVICES THEREUNDER WILL BE
    UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED
    UNDER APPLICABLE LAW, Company DISCLAIMS ANY IMPLIED OR STATUTORY
    WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
    PURPOSE IN RESPECT OF THE BETA PRODUCTS. FOR THE AVOIDANCE OF
    DOUBT, ALL BETA PRODUCTS ARE PRELEASE, ARE EXPECTED TO CONTAIN
    DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE
    AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY
    AVAILABLE PRODUCT OR SERVICES OFFERING. BETA PRODUCTS MAY NOT
    OPERATE ACCURATELY, AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO
    PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS
    TO AND USE OF THE BETA PRODUCTS IS ENTIRELY AT TESTER’S OWN RISK. IN
    NO EVENT SHALL Company BE LIABLE FOR ANY DAMAGE WHATSOEVER
    ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA PRODUCT(S),
    EVEN IF TESTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    TESTER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND
    NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR
    PERFORMANCE OF ANY BETA PRODUCT.
  12. Indemnity and Limitation of Liability. Tester agrees to indemnify and hold
    Company , its officers, directors and employees harmless from any losses
    (including attorneys’ fees) that result from any third-party claims related to
    Tester’s or its designated participants access, use or misuse of the Beta Products
    or Intellectual Property Rights, or any act or omission by Tester or its
    participants in violation of this Agreement. To the maximum extent permitted by
    law, in no event shall Company be liable to Tester for any special, indirect,
    incidental, consequential, punitive or exemplary damages or for loss of profits,
    revenues, contracts, loss of use, loss of data, business interruption, or cost of
    replacement goods related to or in connection with this Agreement, even if
    advised of the possibility of such damages.
  13. Miscellaneous. This Agreement does not create a partnership, agency
    relationship, or joint venture between the parties. Tester may not assign this
    Agreement in whole or in part without Company’s prior written consent and the
    terms hereof are binding on Tester’s successors and permitted assigns. If any
    provision of this Agreement is deemed unenforceable by a tribunal of competent
    jurisdiction, that provision will be modified to render it enforceable to the extent
    possible to effect the parties’ intention and the remaining provisions will remain
    in full force and effect. Failure of Company 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. This Agreement shall be
    governed exclusively by the laws of the Republic of Singapore, without regard to
    its conflict of law provisions. Any dispute, controversy, claim or disagreement of
    any kind arising out of or relating to this Agreement, or the breach thereof, which
    cannot be settled amicably between the parties, shall be settled by arbitration in
    Singapore in accordance with the Arbitration Rules of the Singapore
    International Arbitration Centre (SIAC), and the award rendered by the
    arbitrator(s) shall be final and binding upon the parties. Notwithstanding the
    foregoing, the parties agree to submit to the exclusive jurisdiction of the courts of
    Singapore for any legal action or proceedings which may be brought at any time
    relating in any way to the Agreement, and for any legal enforcement or actions
    that may follow arbitration.
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