Terms of Service

These terms and conditions regulate the relationship between Uitrial LTD, reg. number ΗΕ 415812 (“Uitrial” or “We/us”), located at 73 Stavrini House, Psematismenos, Larnaca 7743, Cyprus, and the User or customer entity who signs up for a Uitrial account (“Users” or “User”). Hereinafter individually referred to as a “Party” and together as the “Parties’. They set out the responsibilities of the Parties for the use of the Uitrial Services through the User account.
By signing up for such an account, the Parties enter into this Agreement, including the General Terms of Use and any applicable Service Order, on the date of User registering the User account on Uitrial. In the event of creating an account on behalf of a company, the person signing for form warrants that he/she is duly authorized to accept these Terms on behalf of the corresponding company.

Definitions

“Account” means an account created by the User when signing up for Uitrial services on the Uitrial website.

“Confidential information” means any proprietary information, including without limitation non-public trade secrets, proprietary information, ideas, works of authorship (including confidential video games), know-how, data (including Gamer Data), processes and any other information or data related to the products and Services, a Party’s business and contractual relationships.

“Dashboards” means customizable dashboard where aggregate and anonymised Testers Data is made accessible to Users.

“Tester Data” means any data and datasets based on the data that are collected from Testers when they interact with User-provided software for testing.

“Tester” means the natural person (having an account with Uitrial) who tests User-provided software and whose biometrics, behavioral reactions and/or impressions are recorded through the Uitrial Services.

“Software” means the software products (i.e. games and game apps) provided by Users for testing through the Uitrial Services, identified in the applicable Service Order.

“Intellectual Property Rights” means intellectual and industrial property rights, including but not limited to patent rights, copyrights, database rights, knowhow rights, and rights to trademarks, tradename.

“Services” means the services provided by Uitrial to Users, which include without limitation facilitating access to Software to Testers and creating reports available to Users based on the Testers Data through the Dashboard and other associated services.“Account” means an account created by the User when signing up for Uitrial services on the Uitrial website.

“Confidential information” means any proprietary information, including without limitation non-public trade secrets, proprietary information, ideas, works of authorship (including confidential video games), know-how, data (including Gamer Data), processes and any other information or data related to the products and Services, a Party’s business and contractual relationships.

“Dashboards” means customizable dashboard where aggregate and anonymised Testers Data is made accessible to Users.

“Tester Data” means any data and datasets based on the data that are collected from Testers when they interact with User-provided software for testing.

“Tester” means the natural person (having an account with Uitrial) who tests User-provided software and whose biometrics, behavioral reactions and/or impressions are recorded through the Uitrial Services.

“Software” means the software products (i.e. games and game apps) provided by Users for testing through the Uitrial Services, identified in the applicable Service Order.

“Intellectual Property Rights” means intellectual and industrial property rights, including but not limited to patent rights, copyrights, database rights, knowhow rights, and rights to trademarks, tradename.

“Services” means the services provided by Uitrial to Users, which include without limitation facilitating access to Software to Testers and creating reports available to Users based on the Testers Data through the Dashboard and other associated services.

General Terms

The Agreement incorporates these General Terms of Services, any Service Order completed through an online or offline process with Uitrial, and any subsequent Service Order entered into by the Parties in relation to the Services. In the event of conflict, the terms of the then current Service Order shall prevail.

License and Scope

As part of the Services, and subject to User’s compliance with this Agreement, Uitrial grants User, during each Service Order term, a worldwide, non-exclusive, non-transferable and non-assignable right to access and use the Services, which includes without limitation access to the Dashboard and reports containing the Testers Data. The Services shall be limited to use by or for the User identified in the Service Order, its affiliates and its employees, representatives and agents only.
As conditions to this license grant, User (and any person acting on its behalf) shall not (i) sell, rent, sublicense or lease access to the Services; (ii) remove, obscure or alter any proprietary notices associated with the Services, (iii) publish or make available to third parties the interface, graphics, design or functionalities of the Services ; nor (iv) use (or plan, encourage or help others to use) the Services for any purpose or in any manner that is prohibited by this Agreement or by applicable law. Users who violate these rules may have their access and use of the Services suspended or terminated, at Uitrial’s discretion.

User’s Rights and Obligations

Upon registering for the Services for the first time, User shall create an Account, providing complete, accurate and up-to-date information. Upon acceptance of this Agreement by and registration of User, the User Account will be activated and User will be able to access and use the Services. User’s account may only be accessed and used through User’s ID and password which must remain confidential. User may not share its ID and/or password with any third parties. In the event User is aware of a confidentiality breach, User must immediately notify Uitrial. User may close the account at any time, block access to the corresponding ID, and create a new ID or password.
For each Game that the User wants evaluating through the Services, the parties shall enter into a Service Order available on the Uitrial platform, including without limitation, specification of the Software, the evaluation period, the Software rating, the target group and other relevant data required to provide the Services, and associated cost.
User is responsible for all and any activities carried out in its Account, and must comply with all applicable local, state-wide, national or international laws, treaties and regulations related to the use of the Services.
User will provide Uitrial with complete, accurate, and updated information of the Software and User’s account at all times. Incorrect or outdated information may lead to errors or delays for which Uitrial will not be responsible. Uitrial reserves the right to withdraw such access for Users who systematically provide inaccurate data.
User grants Uitrial the revocable and limited right to store, process, transmit and display the Software solely to the extent necessary to provide the Services, which includes without limitation providing or facilitating access to the Software by the Testers.
User warrants that it has all necessary licenses and permissions to use the Services, provide Uitrial and Testers with the Software. User also represents that its Software and other activities in connection with the Services do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does such content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and comply with the description and rating set out in the Service Order.
User may not through the use of the Services: (i) send or store material that contains software with virus, worms, trojans or codes, files, command sequences, harmful computer agents or programs; (ii) interfere or affect the integrity or performance of the Services or the data it contains; (iii) try to obtain unauthorized access to the Services or related systems or networks; or (iv) try to profile or access the personal data of the Testers.
Uitrial reserves the right to suspend User’s access to the Services if it breaches any of these obligations, without prejudice to its right to terminate the Agreement as set out herein.

Term and Termination

The Agreement is effective as of the Effective Date above, and shall remain in effect for one (1) year, renewable automatically for one (1) year periods unless either Party provides written notice to the other of its intention not to renew at least thirty (30) days prior to the end of the then current term, during which period Provider will continue paying the due fees and Uitrial will continue to provide the Services. This is without prejudice to the Service Orders who shall have their own term and termination date and shall be subject to applicable fees.
Either Party may terminate this Agreement immediately in the event of a material breach, which included non-payment of the applicable fees, by the other Party with thirty (30) days prior written notice and such breach is irremediable or is not cured within thirty (30) days of written notice of such breach. Termination for cause of the Agreement shall automatically terminate current Service Orders, and if the breach is caused by User, User shall not be entitled to any refund of the fees already paid for the applicable Service Order/s.
Upon termination for cause of User, any amounts pre-paid by User for the Services will not be refunded. Upon termination of this Agreement for any reason other than breach by Uitrial, all payments obligations to Uitrial will immediately become due and payable, User will cease using the Services, Uitrial will cancel User’s Account. Upon termination otherwise than for cause of User, User will have thirty (30) days to retrieve all previously provided Tester Data.
Without prejudice to the foregoing, Uitrial may temporarily suspend the rights granted hereunder to User, on notice to User, by way of deactivating its Account and use of the Services, either (a) on any breach by User of either clause 2 (Licence and Scope) or 9 (Warranty) hereof and/or (b) in the event of delay or non-payment of any fees due for more than 15 calendar days.
The following clauses 4 (Term and Termination), 6 (Intellectual Property Rights), 7 (Indemnity), 8 (Confidentiality and Privacy), 9 (Warranty), 10 (Liability) and 11 (Miscellaneous) shall survive termination of this Agreement.

Fees and Payment

Fees are set out in the applicable Service Order and, unless otherwise agreed, are payable in advance starting from the Effective Date of the Service Order. All fees are non-refundable once paid unless termination of this Agreement due to material breach by Uitrial.
Fees will be invoiced in advance and payments shall be made within the time frame specified in the Service Order or within 14 days from the date set out in the invoice.
Late payment shall incur interest at the rate of 1% monthly or the maximum allowed by applicable law.
The prices set out on any Service Order do not include taxes. User is responsible for payment of all taxes, levies, and similar governmental charges, however designated, that may be imposed by any jurisdiction, except for taxes based solely on Uitrial’s net income.

Intellectual Property Rights

Uitrial and its licensors own all rights, title and interests, including without limitation all intellectual Property Rights in the Services, including without limitation the Dashboard, the Testers Data and the data reports. All rights not expressly granted remain reserved to Uitrial and its licensors.

Indemnity

Either Party shall defend and hold harmless the other from any and all claims, liabilities, costs, damages, including reasonable attorneys’ fees, relating to or arising from breach by the Party of the above representations, warranties and covenants.
The indemnified Party shall promptly notify the indemnifying Party of any such claim or proceeding and shall not settle any such claim or proceeding without the indemnifying Party’s prior written consent. The indemnified Party shall have the right at its expense to participate in the defense thereof with counsel of its choice, provided that the indemnifying Party shall have the right at all times to retain or resume control of the conduct of such defense.

Confidentiality and Privacy

Either Party shall keep any Confidential Information of the other party confidential with the same degree of care as it does for its own Confidential Information.
Confidential Information does not include information that: (i) is known to the receiving party prior to its receipt from the disclosing party by means that are not in violation hereof; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes known and generally available to the public or otherwise ceases to be confidential, except through a breach of this agreement by the receiving party; (iv) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party, or (v) is required to be disclosed by subpoena, law, regulation, or court order.
Each Party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or to the limited extent required to achieve the purposes of, this agreement, nor disclose to any third party (except as required by law or to such party’s attorneys, accountants and other advisers as reasonably necessary), any Confidential Information of the other party. Each Party will take reasonable precautions to protect the confidentiality of the Confidential Information of the other Party that are at least as stringent as it takes to protect its own Confidential Information.
The parties agree to the data processing addendum attached hereto.

Warranty

Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and the Agreement does not breach any current legal or contractual obligation of that party.
User represents and warrants that it owns all right, title and interest in the Software or possesses the necessary rights to permit the Software to be distributed to and accessed by the Testers. User warrants that its use of the Services will not violate any applicable law, rule or regulation, breach an agreement with, or infringe the copyright or other intellectual property rights of, a third party.
Uitrial warrants that the Services provided in accordance with the terms of this Agreement, diligently and professionally, and will not violate any applicable law, rule or regulation. Uitrial will make commercially reasonable efforts to ensure that the Services are secure, uninterrupted and error-free, that defects will be corrected, or that the servers used for the services will be free of viruses or other harmful components. If at any time during the term of this Agreement, User discovers one or more material or significant defects or errors in the Services as delivered, or any other respect in which any of the Services as delivered fails to conform to the provisions of this warranty, Uitrial shall, as sole and exclusive remedy, use commercially reasonable efforts to correct such defect provided that adequate notice and description of the defect or error is provided to Uitrial.
Except as expressly provided herein, to the maximum extent permitted by applicable law, the Services are provided “AS IS” and User’s use of the Services is at User’s sole risk. Uitrial disclaims all warranties, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose or non-infringement. Uitrial does not warrant that the services will be error free or uninterrupted.

Liability

Unless otherwise stated, to the maximum extent allowed by applicable law, neither Party shall be liable or responsible to the other for any indirect or consequential damages, including, but not limited to, lost revenue, lost profits, loss of data or business information, even if advised of the possibility of such damages, whether arising under contract, tort (including negligence), strict liability or otherwise. Nothing herein constitutes a waiver of any unpaid or past due amounts owed by User for Services rendered.
Without limiting the foregoing, unless otherwise stated, to the maximum extent allowed by applicable law, each party’s liability to the other for any breach of this agreement shall be limited to the direct damages arising from such breach and shall not exceed an amount equal to payments made by User to Uitrial during twelve (12) months prior to the claim.
Uitrial shall not be held responsible or liable for any failure by the Testers to abide by the Games terms and conditions, including without limitation to keep information regarding the game confidential (if applicable). It is the responsibility of the User to ensure that appropriate terms and conditions are drafted and available to be accepted by the Testers for each Game provided for the Uitrial Services.

Miscellaneous

Support. Subject to Provider’s compliance with the terms of this Agreement including payment of the applicable fees, Uitrial shall provide reasonable support for and maintenance of the Services to User. In the case of any issue, User should contact Uitrial through the means provided on the Uitrial platform.
Marketing. Neither Party may use the other party’s name, logo, trade name, trademarks and icons (collectively, the “Brands”) without prior written agreement. Notwithstanding the foregoing, each Party may use the other party’s name, trade name, trademarks and logos to refer publicly to the other, orally and in writing, solely in connection with the Services provided hereunder and only for so long as this Agreement remains in effect.
Notice. Notices shall be provided by email to Uitrial at kvybiral@uitrial.com and to Provider at the email address set out above. Notices are not effective until acknowledgement of receipt by the other Party is given.
Independent Contractors. Uitrial and Provider are independent contractors and this Agreement does not establish any relationship of partnership, joint venture, or agency between Uitrial and Provider.
No Third Parties. This Agreement is made for the benefit of Uitrial and Provider, and not for the benefit of any other third Parties.
Assignment. The Parties shall not, without the other party’s prior written consent, assign, sublicense, or otherwise dispose of the whole or any part of this Agreement, except that the Agreement may be assigned to any member of the Parties’ corporate group in the event of corporate reorganization.
Force Majeure. Neither Party will be liable for any failure or delay due to any cause beyond its reasonable control provided that the delayed party gives prompt notice of such cause, and uses its commercially reasonable efforts to promptly correct such failure or delay.
No Waiver. Neither Party’s waiver of the breach of any provision shall constitute a waiver of that provision in that or any other instance. This Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing, signed by both Parties.
Severability. lf any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall continue in full force and effect, and the Parties shall substitute a valid provision with the same intent and economic effect.
Governing Law. This Agreement will be governed by and in accordance with the laws of The Republic of Cyprus applicable, without regard to any conflict of laws, rules or principles.
Jurisdiction. In the event that a dispute arises with respect to the terms of this Agreement, the parties agree that the exclusive and sole venue for resolution shall be a court of competent jurisdiction in Larnaca, Cyprus.