Early Access Agreement

By using the Early Access version of the App (defined below) you agree to the terms set forth in this Early Access Agreement. The App is a version of the online software application (App) offered by Today’s Date. 

The Company reserves the right to update these terms from time to time by posting notice of any revised Early Access Agreement on the website or in an updated version of the App. By continuing to use the App after the date a modified version of the Early Access Agreement is posted, you agree to such revised version, unless you give the Company notice of your refusal of such modified terms and cease using the App.

For good and valuable consideration, the parties agree to the terms set forth in this Early Access License Agreement (“Agreement”).

1. Background.
   1. Company is in the process of developing the App. The App is an online software based dating application known as “Today’s Date.” 
   2. Company discloses and you acknowledge that the current version of the App is a version of the Product which is still under development. The App is currently not available for commercial licensing or use. The current version of the App is available to Customer who agrees to evaluate the Product for the benefit of the Company. THE CURRENT VERSION OF THE PRODUCT IS EXPERIMENTAL AND PROVIDED TO THE CUSTOMER FOR EVALUATION PURPOSES ONLY.
   3. You agree to use the App for testing and evaluation purposes only.
2. Definitions: The terms defined below will have the definitions stated.
   1. “Customer,” “User” or “you” means you, the User, who agrees to use the Early Access version of the App according to the terms of this Early Access Agreement.
   2. “Customer Data” means all data which you provide to the Company as part of using the App. This also includes any information about yourself which you choose to share with the Company or which you agree may be made available to other members using the App.
   3. “Feedback” means all feedback, comments, reports, or oral communications regarding the use, operation, or performance of the App; and all ideas, concepts, or suggestions you give to the Company regarding or relating in any way to the App, or any Improvements to the App or methods for using the App.  Feedback includes any comments related to your evaluation of the Product or its use, whether positive or negative.
   4. “Improvements” means any alterations, modifications or improvements to the App or methods of implementing or using the App or any contemplated updates, alterations, modifications, or improvements to the App methods of implementing or using the App.
   5. “Intellectual Property Rights” means all intellectual property rights in the App or related in any way to the App, including all patent, trademark, copyright, mask work rights, or trade secrets.
   6. “App” or “Product” means the Company’s App or Product as identified above and as more specifically described in Exhibit A, as such may be modified, altered or improved by Company during the term of this Agreement.
3. License:
   1. Company grants you a non-exclusive license to use the App for testing and evaluation purposes only, and subject to the terms of this Agreement.
   2. This license is granted only for the term set forth in this Agreement.
   3. You may not sublicense any rights granted to it in this agreement. You may not assign this license or any rights granted to it under this Agreement.
   4. In no event will you make any use of the App outside the United States. 
4. Fees. You agree to pay the Company those license fees and other fees listed in the Fee Schedule. You acknowledge that these fees are for the license to use the Early Access version of the App. Should you desire to use any commercial version of the App upon termination of this Early Access License Agreement, you will be responsible to pay all required licensing fees and royalties applicable to such commercial version of the App.
5. Acknowledgement of Experimental Status of App. You acknowledge and agree that the version of the Product being licensed is an Experimental Version of the Product. This Experimental Version of the App is being provided to you solely for evaluation and testing purposes. You are warned that it should not rely on the accuracy or completeness of any information or data provided by the App.
   1. As an Experimental Version, Customer acknowledges that the App may contain faults, flaws, bugs, errors, and other defects that may cause the App to:
      1. Cease working at any time.
      2. Provide erroneous or inaccurate information.
      3. Contain bugs or errors.
      4. May contain defects.
      5. May cause problems with any computer system on which it is run.
      6. May conflict with other software run on any computer system or equipment where the App is run.
      7. May cause other unknown problems or errors.
   2. You agree that you will not use the App for any critical functions and that you will not rely on the completeness or accuracy of any data or information used by or generated by the App.
6. Ownership of Intellectual Property Rights:
   1. 1. All Intellectual Property Rights in or to the App are the property of Company and at all times will remain the property of the Company.
      2. All Intellectual Property Rights in or to the Feedback are the property of Company.
      3. To the extent you may have or may acquire any Intellectual Property Rights in the App, any improvement, modification or alteration to the App, or in the Feedback, you agree to assign, and do hereby assign all such rights to the Company.
7. No Warranty:
   1. Company does not make and expressly disclaims any and all warranties of every kind and nature with regard to the App, including without limitation all warranties merchantability or of fitness for a particular purpose. The App is provided “AS IS” and “WITH ALL FAULTS.”  THE APP PROVIDED IS EXPERIMENTAL.
8. Customer Obligations.
   1. Install and Use of the Product. You agree to promptly install the Product by downloading the App. Once installed, you agree to make regular use of the Product. In the event the you determine to no longer use the Product, you agree to promptly notify Company and to cooperate with Company on the removal of the App.
   2. Feedback. You agree to provide Feedback to Company regarding your use and implementation of the App. You agree to provide such Feedback as reasonably requested by Company. At a minimum, you agree to timely report any problems encountered with the use or implementation of the App, any actual or suspected App errors, and any suggestions for improvements to be made to the Product. All such Feedback will be provided by email or as provided in the App, unless Company requests a different type of reporting.
   3. Evaluations. In addition, upon Company’s reasonable request, you agree to provide your evaluation of the App, including  evaluating the performance of the Product, the ease of use of the Product, the installation process, the user interface, how often you used Product and to answer any questions the Company may ask you related to the App and use of the App.
   4. Install updates. During the term of this Early Access Agreement, you agree to timely install any updates or improvements to the App released by the Company.
   5. Comply with Stop Orders. Should the Company discover any errors with the App that the Company deems serious, or which in the reasonable opinion of the Company may cause harm to any computer system or display any incorrect information which could cause harm to any person or property, the Company may issue a Stop Order requiring the Customer to immediately cease using the App. If the Company receives such a Stop Order or similar instructions from the Company, you agree to immediately cease all use of the App or otherwise comply with any instructions issued by the Company in connection with the use of the App.
9. Term. The term of this agreement will start upon the delivery of the App to you and will remain in effect from such date for approximately 30 days or until the commercial launch of the App.
10. Termination.
    1. You may terminate this agreement for any reason at any time by uninstalling the App as provided for in the App.
    2. Company may terminate this agreement at any time upon reasonable notice to you.
    3. Upon termination of this agreement for any reason, you will immediately stop all use of the App and will remove any and all copies of the App from any computer systems or electronic media in its possession or control.
    4. Any license to use the App is terminated upon termination of this agreement for any reason.
11. No Assignment. Neither party may assign this agreement without the express written consent of the other party.
12. Survival. The provisions of sections 2 (Definitions ),5 (Acknowledgement of Experimental Status of App),  6 (Ownership of Intellectual Property Right),  7 (No Warranty), 10 (Termination), 13 (Arbitration of Disputes), 14 (General Provisions) will survive termination of this Agreement.
13. Arbitration of Disputes. Any dispute arising out of or related to this Agreement will be resolved by binding arbitration. The arbitration will be conducted in accordance with the Commercial Rules of Practice of the American Arbitration Association. The arbitration will be conducted in Phoenix, Arizona unless the parties mutually agree to a different location. The arbitration will be conducted in English. The arbitration will be conducted by a single arbitrator.
14. General Provisions.
    1. Descriptive Headings:  The headings used in this agreement are merely included for convenience.  They shall not in any manner expand or limit the rights or obligations of any party as set forth in the body of the agreement.
    2. Illegality/Severability:  If any term or provision of this agreement is found by any court or tribunal of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement shall not be affected thereby and each remaining term, covenant and condition of this agreement shall be valid and enforced to the fullest extent permitted by law.
    3. No Waiver (Failure to Enforce):  The waiver or failure of the parties to exercise in any respect any right provided for herein shall not be deemed a waiver of that right and shall not prevent any party from enforcing that right at a later time.
    4. Attorneys’ Fees and Costs:  In any legal action or arbitration brought arising out of or related to this agreement, the prevailing party shall recover its court or arbitration costs and its reasonable attorneys’ fees incurred in such action.
    5. Governing Law:  This agreement and performance hereunder shall be governed by the laws of the United States and the State of Arizona.  To the extent not resolved in arbitration, all of the parties consent to the jurisdiction and venue of the state and federal courts located in Maricopa County, State of Arizona for any matter arising out of this agreement.
15. Integration:  This agreement expresses the entire understanding of the parties regarding its subject matter, and it supersedes and merges all prior written or oral proposals, agreements or understandings between the parties relating to the subject matter of this agreement.

Updated 2024/05/27