This Alpha User Test Agreement (the “Agreement”) sets out the terms and conditions for the alpha installation, use and testing of the Kaspar AI ApS’s software application (the “Kaspar K1”) before the Kaspar K1 is released.



Please read this entire Alpha User Test Agreement and indicate whether you agree to its terms and conditions by affirming with “yes” or “accept” button. If you do not agree please let us know and delete the app from your workstation..


Recitals

(1) Kaspar AI ApS is a private company limited by shares, registered with ministry of business in Denmark with VAT nr DK41020806 (“Kaspar AI”).
(2) Kaspar AI developed a preliminary version of the Kaspar K1.
(3) Kaspar AI and the persons testing the Kaspar K1 (the “Alpha Tester”) agreed upon the use of the Kaspar K1 in the context of a test phase to test especially the usability and handling of the Kaspar K1 (the “Alpha Program”).



Now, therefore, the Parties hereby agree as follows:


1. Account Use

Alpha Testers are solely responsible for maintaining the security of its passwords. Alpha Tester may not disclose its passwords to any third party and are solely responsible for any use of or action taken under its passwords on the Alpha Program.


2. Feedback

2.1 Alpha Tester will provide reasonable feedback to Kaspar AI concerning the features and functionality of the Alpha Program. If Alpha Tester provides feedback to Kaspar AI, all such feedback will be the sole and exclusive property of Kaspar AI.

2.2 Alpha Tester hereby irrevocably transfers and assigns to Kaspar AI and agrees to irrevocably assign and transfer to Kaspar AI all of Alpha Tester’s right, title, and interest in and to all feedback including all intellectual property rights therein (collectively, the “Intellectual Property Rights”).

2.3 Feedback and any reviews must be between the Alpha tester and the company only. Since it is a test version of the app, the tester should not post any review online, or give to 3rd parties any indication of performance, or of functionality.


3. No Warranties

3.1 Alpha Tester acknowledges and agrees that:
(a) Alpha Program is not an official program;
(b) the Alpha Program may not operate properly, be in final form or fully functional;
(c) Alpha Program may contain errors, design flaws or other problems;
(d) It may not be possible to make the Alpha Program fully functional;
(e) The information obtained using the Alpha Program may not be accurate and may not accurately correspond to information extracted from any database or other source;
(f) Use of the Alpha Program may result in unexpected results, loss of data or communications, delays or other unpredictable damage or loss;
(g) Kaspar AI is under no obligation to release a commercial version of the Alpha Program;
(h) Kaspar AI has the right unilaterally to abandon development of the Alpha Program, at any time and without any obligation or liability to Alpha Tester.

3.2 Alpha Tester acknowledges and agrees that it should not rely on the Alpha Program for any reason. Alpha Tester is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Alpha Program. Alpha Tester will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Alpha Tester’s use of the Alpha Program.


4. Limitation of Liability

4.1 Except as otherwise required by law, the liability of Kaspar AI to Alpha Tester or any third party arising out of or in connection with this agreement or the use of the Alpha Program, or for any error or defect in the Alpha Program, or for the provision of technical support installation, training or other services in connection therewith, however caused, and on any theory of liability, including contract, strict liability, negligence or other tort, shall be limited to direct damages not to exceed EUR 1,000.

4.2 In no event will Kaspar AI be liable for any indirect, incidental, special, punitive or consequential damages, including damages for loss of profits, business, revenue, data or data use, even if advised of the possibility of such damages. These limitations will apply notwithstanding the failure of the essential purpose of any remedy.


5. Data Collection

5.1 When Alpha Tester uses the Alpha Program, Kaspar AI may collect the following data: location, name, phone number, login name and password; address, birth date, gender, preferences and interests, employer, job, and education.

5.2 Alpha Tester understands and agrees that Kaspar AI may collect information about how Alpha Tester and other Kaspar AI Testers interact with the Kaspar AI Services.

5.3 Kaspar AI collects interaction details related to Alpha Tester’s use of the Kaspar AI Services, including the type of interaction, date and time the interaction was made, and other related interaction details.

5.4 Kaspar AI may collect information about Alpha Tester’s device, including for example, the hardware model, operating system and version, software and file names and versions, preferred language, serial number, or any other details the device could offer to improve service. Kaspar AI agree that Kaspar AI may use the information that Kaspar AI collect to facilitate interactions with the Kaspar AI Services, including sharing certain non-sensitive information about Alpha Tester with other Kaspar AI Testers.

5.5 Alpha Tester agree that Kaspar AI can use its Information in connection with Alpha Program, to enable us to review, develop and improve Kaspar AI products and services. This may involve providing the Information to our partners, affiliates, agents, distributors and suppliers to process Kaspar AI interactions and for their statistical research and analytical purposes.

5.6 Kaspar AI may also disclose Alpha Tester’s Information as required by law, regulation or any competent authority or agency to investigate possible fraudulent, unlawful or unauthorised activity.

5.7 Kaspar AI does not have any access to or any right to use any of the footage that the Alpha tester is in possession of and that the Alpha tester uses the K1 tool with.



6. Confidential Information

6.1 “Confidential Information” means any information and data disclosed or made available to the Alpha Tester by Kaspar AI in the course of the use of the Kaspar AI Program, which contain or are based on Confidential Information.

6.2 Confidential Information shall, however, not include information which (i) is in the Alpha Tester’s possession as of the day of this Agreement, (ii) is or will be in the public domain other than as a result of a disclosure by the Alpha Tester in violation of this Agreement, or (iii) is or becomes available to the Alpha Tester from a third party, provided that such third party is not prohibited from disclosing such Confidential Information by a legal or contractual obligation.

6.3 The Alpha Tester hereby explicitly agrees to treat the Confidential Information and all other information received by Kaspar AI in connection with the Kaspar AI Program strictly confidential and shall not disclose the Confidential Information and all other information received by Kaspar AI in connection with the Kaspar AI Program to any third party without prior approval by Kaspar AI. Furthermore, the Alpha Tester shall not make any copies or other duplicates of any portion of the Confidential Information.

6.4 The Alpha Tester hereby agrees to use the Confidential Information solely in connection with the use of the Alpha Program or the development of processes connected with the continuous improvement of Kaspar AI’s services.

6.5 The Alpha Tester will take all necessary steps to ensure that proper and secure storage is provided for all Confidential Information to protect against theft or unauthorized access.

6.6 Upon written demand, the Alpha Tester shall return without undue delay all written, electronic or other tangible Confidential Information including all copies thereof, and destroy and expunge, to the fullest extent technically and economically feasible, all Confidential Information from any computer or other device containing such information. The Potential Investor has no right of retention regarding any Confidential Information.

6.7 Section 6.6 does not apply to the extent that the Alpha Tester is required under applicable law, regulations or rules of professional bodies to keep copies of the Confidential Information. Any Confidential Information not returned or destroyed in accordance with Section 5.6 shall remain subject to the confidentiality obligations under this Confidentiality Section.

6.8 The Alpha Tester will be responsible for making its own decision on the Confidential Information and hereby acknowledges that the Confidential Information is provided without any representation or warranty as to its accuracy or completeness by Kaspar AI.

6.9 Kaspar AI reserves all rights of whatever kind in the Confidential Information made available, including all copyrights and rights of use as well as the right to apply for registration of rights in marks or any other industrial property rights of whatever kind. This Confidentiality Agreement and the make available of Confidential Information to the Alpha Tester do not constitute a grant of ownership or license rights or any other rights to the Alpha Tester or any third party. In order to acquire such rights, a separate agreement must be concluded.


7. Intellectual Property

7.1 The Alpha Program and all intellectual property rights contained therein, including but not limited to any content, are owned or licenced by Kaspar AI.

7.2 Intellectual Property Rights mean rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). Kaspar AI’s intellectual property include “KasparAI.com”, “Kaspar AI” and all logos related to the Kaspar AI Services. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Kaspar AI. Alpha Tester may not copy, imitate, or use them without Kaspar AI prior written consent.

7.3 Nothing in these Terms grants Alpha Tester any legal rights in the Alpha Program. Alpha Tester agrees not to adjust or try to circumvent or delete any notices contained on the Alpha Program (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the Alpha Program.


8. Termination

8.1 Either party may terminate this agreement at any time by notice to the other party. Kaspar AI may suspend Alpha Tester access to the Alpha Program immediately without notice for any reason. Within five days after termination, Customer will (i) return to Kaspar AI the Alpha Program and all copies thereof in the form provided by Kaspar AI or (ii) upon request by Kaspar AI destroy the Alpha Program and all copies thereof and certify in writing that it has been destroyed.


9. Governing Law

9.1 This Agreement shall be governed by the law of Denmark and any claim or dispute under these Terms shall be subject to the non-exclusive jurisdiction of the Courts of Denmark.


10. Amendments; Written Form

This Agreement contains the entire agreement between the Parties concerning its subject matters, and no amendments of this Agreement (including amendments of this section) or waiver of terms and conditions hereof will be binding upon the Parties, unless approved in writing by each Party.


11. Partial Invalidity

If any provision of this Agreement is considered to be invalid or unenforceable, the other provisions of this Agreement shall remain in full force and effect. The invalid or unenforceable provision shall be deemed to have been replaced by a valid and fair provision which comes as close as possible to the intention of the Parties hereto at the time of the conclusion of this Agreement.


12. Assignment

Alpha Tester may not assign this agreement without our prior written consent. We may assign this agreement at any time, without notice.