SafePlayers Alpha End User License Agreement

This End User License Agreement (“Agreement”) is a binding agreement between SafePlayers, LLC (“Licensor”) and the Customer (“Licensee”) for alpha testing phase of the SafePlayers software (“Services”) consisting of software and related documentation (collectively, “Software”). 

  1. License Grant and Scope. Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software, user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software during the Term (hereinafter defined) only in connection with the Services, solely as set forth in this Agreement (the “License”). The License grants the Licensee the right to install the Software on computers owned or leased, and controlled by, Licensee for the purposes of testing the Software.

  2. Restrictions and Responsibilities. Licensee must be at least 18 years of age to use the Services. Licensee will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, API, object code, or underlying structure, ideas, know-how, or algorithms of the Software or relevant to the Services; or modify, translate, or create derivative works based on the Services or Software. 

  3. Ownership. Licensee acknowledges and agrees that all rights, title, and interest in and to the Software, and all copies thereof, are and will remain with Licensor, regardless of the form or media in or on which the original and other copies may exist and that any and all suggestions or augmentations regarding features, improvements, fixes, functionality, or performance that Licensee may communicate or implement are hereby assigned to Licensor under this Agreement, and shall become the sole and exclusive property of Licensor.

  4. Personal Information. Licensee acknowledges that in order to use the Software and Services, Licensee will have to provide certain identifying personal information on Licensee or their children, including name, age, and birthday, and may be required to upload collaborating documents to support this information. Licensor will use commercially reasonable measures to keep this information safe and to prevent its unauthorized disclosure. The information will be used by Licensor to verify the identity of Licensee and their children and to correspond with their physicians. Licensee can prevent the disclosure of this information to any or all third parties or delete this information from the Software at anytime on notice to Licensor. Licensor may retain copies of the information for archival and backup purposes.

  5. Warranty and Disclaimer. Licensee acknowledges that the Software is the preliminary alpha testing phase, and as a result the Software may not function as intended or at all or may include certain defects or bugs. Licensee license is provided to allow Licensor to identify and address issues with the Software.

    LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT LICENSEE’S USE OF THE SERVICES IS AT LICENSEE’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LICENSOR AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. LICENSOR AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND PARTNERS MAKE NO WARRANTY WHATSOEVER THAT (i) ANY OF THE SERVICES WILL MEET LICENSEE’S REQUIREMENTS OR DESIRES; (ii) THAT ANY OF THE SERVICES WILL PERFORM ANY OF ITS INTENDED PURPOSES; (iii) ANY OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iv) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ANY OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND (v) ANY ERRORS IN ANY OF THE SERVICES WILL BE CORRECTED.

  6. Term and Termination. This Agreement and the License granted hereunder shall remain in effect for the term set forth during the alpha testing phase of the Software or until terminated by either party upon notice to the other (the “Term”). All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

  7. Limitation of Liability. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT LICENSOR AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND PARTNERS WILL NOT BE LIABLE TO LICENSEE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY OF THE SERVICE’S FAILURE TO PERFORM, DAMAGES FOR ANY ISSUES RELATING TO THE SERVICES, DAMAGES FROM ANY OF THE SERVICES NOT BEING ENABLED, DAMAGES FROM NETWORK OR AND DEVICE FAILURES, DAMAGES FOR ANY INJURY, DAMAGES FOR LOSS OF PROFITS, LIFE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF LICENSOR HAS BEEN ADVISED OF ISSUES OR THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; or (ii) ANY OTHER MATTER RELATING TO ANY OF THE SERVICES. 

  8. Governing Law. All matters arising out of or relating to this Agreement is governed by and construed in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.

  9. Modification. This Agreement may be amended, modified, or updated by Licensor without notice.

  10. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  11. Survival. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.