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Please answer the following questions to complete your Tester Application for Cellepathy’s pre-release software.
1.1. Each party agrees that all business, technical, financial and any other information it obtains (“Receiving Party”) directly or indirectly from the other party (“Disclosing Party”) is the confidential property of the Disclosing Party (“Confidential Information” of the Disclosing Party).
1.2. The Receiving Party agrees: (i) it will use Confidential Information solely for the purpose for which it was provided in accordance with the terms of this Agreement and for no other purpose, (ii) it will, except as expressly allowed herein, during or subsequent to the Term of this Agreement hold in confidence and not use or disclose any Confidential Information of the Disclosing Party. The Receiving Party agrees that all Confidential Information will remain the sole property of the Disclosing Party. (iii) to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information, including, but not limited to, having each of Receiving Party’s employees and contractors, if any, with access to any Confidential Information execute a nondisclosure agreement; or (iv) not to abandon due standard of care and therewith enable any person, firm, corporation or other entity to get access to, any Confidential Information that Recipient obtains, accesses or creates during the term of the Agreement, whether or not during working hours.
1.3. At any time upon the written request of the Disclosing Party, Receiving Party will return to Disclosing Party or destroy (at the option of the Disclosing Party) all originals and copies of all documents and information specified by the Disclosing Party.
1.4. The Receiving Party shall not be obligated under this Section with respect to information the Receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the Receiving Party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information; (iii) was rightfully in the possession of the Receiving Party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without access to such Confidential Information.
2. USE: Tester shall not (i) use the application in any way that restricts or inhibits the use ; (ii) access or attempt to access any of our systems, programs or data that are not made available for public use,; or (iii) attempt to decompile, disassemble, re-engineer or reverse engineer the application or otherwise create or attempt to create or permit, allow, or assist others to extract source code of the Service, its structural framework or allow or facilitate a third party, to violate or infringe the application.
3. INTELLECTUAL PROPERTY RIGHTS: We retain all rights, title and interest of in our respective products, services, and intellectual property being provided to Tester.
4. LIMITED LIABILITY. IN NO EVENT SHALL WE BE LIABLE TO THE TESTER PARTY UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR (I) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR (II) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. OUR TOTAL AGGREGATE LIABILITY TO THE TESTER FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT IS LIMITED TO (US$1).
5. This Agreement shall for all purposes be governed by and construed in accordance with the laws of Israel (without reference to its conflict of laws principles) and the competent courts of Tel Aviv Israel shall have exclusive jurisdiction over any dispute hereunder.