Beta Testing Agreement

1. Scope of agreement

In short: We're giving you access to test our products that aren't ready for the public yet. We can change them at any time, and this agreement covers everything we identify as 'beta'.

1. We're granting you rights under this agreement to test and provide feedback on August's proprietary, non-commercially available products and services (the 'Beta Products'). Think of them as works in progress that aren't ready for the public yet.
2. This agreement covers all Beta Products we make available to you, including anything we specifically identify as 'beta', 'preliminary', 'evaluation', or similar.
3. August retains sole and absolute discretion over the Beta Products and may modify them at any time. Your use of and access to the Beta Products are subject to the terms of this agreement.

2. Limited use rights

In short: You can test the Beta Products with your team, but you can't sell them, share them outside your organisation, or try to reverse engineer them. We can revoke access at any time.

1. For the term of this agreement, August grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence to allow your designated participants to use the Beta Products to test their functionality and provide feedback to August. In plain English: you can test them, but you can't sell them, share them, or pass them on to others.
2. This licence doesn't permit you or your designated participants to use the Beta Products for general business training sessions or for audiences outside your organisation, or for any other commercial purpose.
3. August hosts and retains control over the Beta Products and only makes them available for access and use by you over the internet through a web browser.
4. August reserves the right to, in its sole discretion: (a) revoke access and use of the Beta Products at any time; (b) monitor or measure your use of the Beta Products; (c) validate certain features or functionality of the Beta Products; and (d) provide services or support necessary to maintain the Beta Products.
5. You and your designated participants shall not and shall not attempt to, directly or indirectly: (a) copy, modify, translate, or create derivative works of the Beta Products; (b) 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; (c) lend, lease, offer for sale, sell, or otherwise use any part of the Beta Products for the benefit of any other third parties; or (d) attempt to circumvent any licence, timing, or use restrictions that are built into any part of the Beta Products.

3. Feedback

In short: We'd love your feedback! Any insights you share become ours to use however we want, and your contributions help us make better products for everyone.

1. You agree to provide feedback, analysis, suggestions, enhancement requests, comments, and recommendations to August regarding the Beta Products upon August's request (collectively, 'Feedback'). We'd love to hear what you think about performance, ease of use, missing features, and any bugs you encounter.
2. August may contact you and you agree to make available a reasonable amount of time to discuss the Beta Products with August if so requested.
3. As between August and you, all right, title, and interest in and to any Feedback shall be owned solely and exclusively by August. You agree that August shall have the perpetual, irrevocable, and worldwide right to use, modify, licence, 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 you.

4. Intellectual property

In short: We own everything related to the Beta Products. You're getting temporary access to test things, not ownership.

1. The parties acknowledge that this agreement does not transfer any right, title, or interest in any intellectual property right to the other.
2. August 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 proprietary rights contained in and to: (a) the Beta Products; (b) its online educational platform; and (c) all original works of authorship, inventions, processes, concepts, documents, work product, and other materials or other proprietary information made accessible or delivered to you or to any participant under this agreement or prepared by or on behalf of August in the course of providing the Beta Products (collectively, 'Intellectual Property Rights').
3. The limited rights granted to you 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 August.

5. Term and termination

In short: This agreement starts when you click 'I Agree' or first access the Beta Products. Either of us can end it at any time. If it ends, back up your data because we may remove your access and any content you've uploaded.

1. This agreement shall commence on the date you click 'I Agree' or first access or use the Beta Products, whichever occurs first, and shall continue until terminated in accordance with this agreement (the 'Term').
2. Either party may terminate this agreement at any time, for any or no reason, provided that you must provide written notice to August of your election to terminate this agreement (email is permissible). August is not required to provide you notice of its election to terminate its provision of the Beta Products and this agreement.
3. Upon termination of this agreement, August may deny you and your designated participants access to the Beta Products and withhold, remove, or discard any content, data, or other information that you or your designated participants have posted, uploaded, or otherwise shared while using the Beta Products.
4. Termination of this agreement by either party shall not in any way limit August's rights related to any Feedback provided before or after such termination.

6. Confidential information

In short: Both parties will see confidential information during this beta testing. We'll both keep it secret, treat it with care, and only share it with team members who need to know and have signed confidentiality agreements.

1. You acknowledge and agree that your use of the Beta Products will result in August disclosing certain confidential, proprietary, and trade secret information related to the Beta Products and Intellectual Property Rights (the 'Confidential Information').
2. Each party agrees that it will not, without the express prior written consent of the other party, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information: (a) is or becomes generally available to the public through any means other than as a result of any act or omission by the receiving party; (b) is rightfully received by the receiving party from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by the receiving party without any reliance on any Confidential Information.
3. You shall use the same degree of care that you use to protect the confidentiality of your own confidential information of like kind (but in no event less than reasonable care): (a) not to use any Confidential Information for any purpose outside the scope of this agreement; and (b) except as otherwise authorised by August in writing, to limit access to Confidential Information to those of your and your affiliates' employees, contractors, and agents who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with you containing protections no less stringent than those herein.
4. 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.

7. Privacy policy

In short: August's Privacy Policy applies to this agreement. We may contact you about future beta testing opportunities, though you can opt out at any time.

1. This agreement is subject to and incorporates by reference August's Privacy Policy.
2. By entering into this agreement, you agree to be contacted by August during and after the term of this agreement to participate in the testing of current or future Beta Products. You may elect to opt out of future testing opportunities at any time.

8. Compliance with laws

In short: Both parties agree to comply with all applicable Victorian and Australian laws.

1. Each party represents and warrants to the other party that it shall perform its obligations hereunder in compliance with all applicable laws in Victoria, Australia, which are applicable to the provision and use of the Beta Products.

9. Disclaimer of warranties

In short: Beta Products are provided 'as is' and may contain significant defects. They're unfinished, might not work properly, and could be withdrawn at any time. Use them entirely at your own risk and back up your data.

Please read this section carefully. These disclaimers are fundamental to this agreement.

1. The Beta Products are provided 'as is'. August 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.
2. To the fullest extent permitted under applicable law, August disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability, or fitness for a particular purpose in respect of the Beta Products.
3. For the avoidance of doubt: All Beta Products are pre-release, 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.
4. Accordingly, access to and use of the Beta Products is entirely at your own risk. In no event shall August be liable for any damage whatsoever arising out of the use of or inability to use the Beta Product(s), even if you have been advised of the possibility of such damages.
5. You are strongly advised to: Safeguard important data, use caution, and not rely in any way on the correct functioning or performance of any Beta Product.

10. Indemnity and limitation of liability

In short: If someone makes a claim against us because of how you used the Beta Products, you'll help cover those costs. Similarly, we're not responsible for any consequential losses like lost profits or data that might arise from your use of these unfinished products.

1. You agree to indemnify and hold August, its officers, directors, and employees harmless from any losses (including legal fees) that result from any third-party claims related to your or your designated participants' access, use, or misuse of the Beta Products or Intellectual Property Rights, or any act or omission by you or your participants in violation of this agreement.
2. To the maximum extent permitted by law, in no event shall August be liable to you 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.

11. General provisions

In short: This agreement doesn't create a partnership. You can't transfer it without our consent. If any part is unenforceable, we'll modify it to work. This agreement is governed by Victorian law.

1. This agreement does not create a partnership, agency relationship, or joint venture between the parties.
2. You may not assign this agreement in whole or in part without August's prior written consent and the terms hereof are binding on your successors and permitted assigns.
3. 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 affect the parties' intention and the remaining provisions will remain in full force and effect.
4. Failure of August 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.
5. This agreement shall be governed exclusively by the laws of Victoria, Australia.