Beta Test Agreement

Introduction

You have been invited to participate in a closed beta test (‘test,’ ‘the test’) of Pops Royalty Manager software. The software provides features and services that support the operation and management of mineral, oil and gas assets.

By participating in the test, you will be provided privileged access to and use of the software before it is available to the public. This privilege entails certain obligations and restrictions which are outlined below, and which you agree to abide by if you choose to participate in the test.

This document outlines the agreement between you and Mophilly Technology Inc., which is the developer of the Pops Royalty Manager software.

Beta Test Participant Agreement

This is an agreement between Mophilly Technology Inc. (“Mophilly”, “we”, “us”) and you (“participant”, “you”, “your”), in which you agree to test the software program known as Pops Royalty Manager version 4 Beta (the “software”).

Explanation of Terms

  1. The term “use,” as it applies to the software, refers to any visitation, access, or utilization of the software or any of its services.
  2. The term “user” refers to any individual, including you, who accesses, or utilizes the software or any of its services.
  3. The term “user account” refers to any authorized user account on the software, which provides access to resources and features that non-authorized persons do not have access to.
  4. The term “user content” refers to information, text, graphics, videos, or other digital material that is in any way entered into the software or used with the software.

Our Obligations

We will provide you with a copy of the software and any necessary documentation and instructions on how to install and  use the software, as well as what test data and/or results are desired by us. We will assist you with some type of technical support issues; however, because this is a test there will be some issues that will be addressed until the final release.

Your Obligations

You agree to test the software under normally expected operating conditions in your environment during the test period. You agree to gather and report test data as requested by Mophilly. You agree to allow Mophilly access to software during normal working hours for inspection, modifications, and maintenance.

You agree to report any bugs, glitches, or other technical dysfunctions encountered during your use of the software. You agree to do this by sending descriptions of issues via email or a web page set up for that purpose.

We ask that you take time to provide feedback on improvements or shortcomings in the software. This may include shortcomings in functionality or design, features that you believe should be added or removed, and any other feedback that you believe would improve the software if it were implemented.

While we understand that you may not be able to explore and use every section and feature of the software during this test. We ask that you make a genuine effort to experience as much of the software as possible and provide the most comprehensive, helpful feedback possible before the test period ends.

Limitations on Your Testing License

You may use this testing license only for the purposes of 1) using the software in accordance with this agreement, and 2) reporting any bugs, errors in functionality, or other instances of what you perceive to be shortcomings in the software in accordance with the section above, titled, ‘Your Obligations’.

Confidentiality

The software is proprietary and a valuable trade secret of Mophilly and its partners. The software is entrusted to you only for the purpose set forth in this Agreement. You agree to maintain the software in the strictest confidence. You agree that you will not, without Mophilly’s prior written consent,

  1. Provide your software password to anyone else,
  2. Allow anyone else to use the software while logged in under your user account,
  3. Copy or otherwise reproduce any portion of the software and its documentation, except for original user content that you create for purposes of personal storage under the conditions described in this agreement under ‘Disclaimer,’
  4. Reverse-engineer any of the software’s functionality – for example, to reproduce similar code on another digital platform or in another context,
  5. Disclose any information about software, its design and performance specifications, its code, and the existence of the beta test and its results to anyone other than your direct employees who are performing the testing and who shall be subject to non-disclosure restrictions at least as protective as those set forth in this Agreement.

Disclaimer of Warranty

The version of the software currently being tested is provided as-is, and does not represent the software as it will exist after public launch. We expect that you will encounter instances of features failing to work or working improperly, and you may encounter other issues when using the software. The primary purpose of this beta test is to identify bugs and other problems with the software so we may improve it.

You agree not to rely on the software functioning properly during this test. Mophilly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with participation in this test.

Please understand that individualized user support may be limited during the test. Our ability to provide support to you as an individual (for example, if you need help understanding how to use a feature, or if you forget your password) will not be as robust as it will be after the software is publicly launched. You agree that Mophilly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with potential or perceived insufficiencies in user support provided by Mophilly during this test.

We advise you to save personal copies of any data that you want preserved beyond the closed-beta testing phase, while we also advise you that there are limitations on your ability to save such data until the software is publicly launched (see ‘Non-Disclosure’ below for details). You agree that Mophilly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with loss of data that you submit during this test.

Duration of the Beta Test

We have not set a specific end date for this test, though we expect the test to be at least four (4) weeks in duration. Our aim is to continue the test for as long as we believe it is providing us sufficiently useful information toward the end of improving the software and repairing any defects in functionality. As such, we reserve the right to end the test at any time, at which point your access to the software may be withdrawn by us. We will notify you by email when the test has ended.

General Provisions

No-Conflict Requirements

You agree and attest that you are not employed at, contracted by, or an owner (in full or in part) of, a company or other organization that intends to compete with the software using an alternative software or digital application dedicated to the management of mineral, oil and gas assets.

Non-Disclosure

The software in its current form does not represent the software as it will exist when it is publicly launched; therefore, until the software is publicly launched, it is very important that third parties, including the general public, do not share the privileged access to the software that you will enjoy under this agreement, nor the knowledge said access entails.

As such, you agree not to discuss the features of the software with any third party, nor to show the software to any third party except 1) Mophilly for purposes of improving the software, or 2) other licensed beta test participants of the software. Furthermore, you agree not to copy or otherwise reproduce any part of the software, except for original user content that you create for purposes of personal storage under the conditions described in this agreement under ‘Disclaimer.’ You also agree not to reverse-engineer any of the software’s functionality – for example, to reproduce similar code on another digital platform or in another context.

Security Precautions

You agree to take reasonable security precautions to prevent the software from being seen by unauthorized individuals whether stored on your hard drive or on physical copies such as CD-ROMS, diskettes or other media. You agree to keep all copies of the software and associated documentation in a secure place.

Severability

If any portion of these Terms is found in any jurisdiction to be illegal, invalid, or otherwise unenforceable, the remaining Terms shall remain in force within that jurisdiction, and the Terms in their entirety shall remain in force in all jurisdictions where no portion of them has been found illegal, invalid, or otherwise unenforceable.

Jurisdiction

All legal disputes arising under or in connection with these Terms, or with the software or Mophilly, shall be conducted and resolved in the courts of San Diego County, California, in the United States of America. The laws of the state of California govern these Terms and any dispute arising between any software user and Mophilly, without regard to conflict-of-law provisions.

Changes to this Agreement

We reserve the right, at our sole discretion, to modify or replace this agreement at any time. If we make any revision to this agreement, we will contact you with a copy of the revision and will ask you to agree to it. You are not obligated to agree to any revision of this agreement, but if you choose not to agree to a future revision within the timeframe that we specify upon contacting you with the revision, your license under this agreement will be terminated. If your license is terminated under these conditions, and you later decide you would like to agree to the revised agreement and regain your testing license, Mophilly may choose to reinstate your testing license at its discretion.

We will always strive to provide a reasonable amount of time for you to agree to revisions of this agreement, if any occur. However, there may be instances where changes to the agreement are urgent and a short time to respond is required.

Termination

Either party may elect to terminate this agreement at any time.

At the end of the test period, or upon termination, you will completely remove the software, documentation and other materials provided from all of your devices.

Request Pops Beta Program Participation