Terms of service

PICKUP BETA TEST AGREEMENT (VERSION 1.0)

THIS BETA TEST AGREEMENT (“Agreement”) is a binding agreement between Chinese Dragon Holding Inc a limited liability company whose principal place of business is located at 10F 8 Rockwell Hidalgo corner Plaza Drive Rockwell Center Makati City 1200, Philippines (hereafter referred to as “Pickup”) and the person or entity identified at the end of this Agreement as “Beta Test Merchant” (hereafter referred to as the “Merchant”). Pickup and Merchant are each hereinafter jointly referred
to as “parties” and individually as a “party” to this Agreement.

IMPORTANT: THIS BETA TEST AGREEMENT GOVERNS MERCHANT’S USE, TESTING AND EVALUATION OF THE PLATFORMS PROVIDED BY PICKUP VIA THIS PORTAL, APPLICATION OR HOSTED ENVIRONMENT (THE “PICKUP PLATFORMS”). PICKUP PROVIDES THE SERVICES AND ACCESS TO ANY SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT MERCHANT ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON THAT APPEARS AT THE END OF THIS AGREEMENT YOU
(A) ACCEPT THIS AGREEMENT AND AGREE THAT MERCHANT IS LEGALLY BOUND BY ITS TERMS; AND
(B) REPRESENT AND WARRANT THAT:
(I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND
(II) IF MERCHANT IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF MERCHANT AND BIND MERCHANT TO ITS TERMS.

IF MERCHANT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, PICKUP WILL NOT PROVIDE ACCESS TO THE PRODUCTS OR SERVICES DESCRIBED HEREIN NOR LICENSE THE BASE SOFTWARE TO MERCHANT AND YOU MUST NOT ACCESS, DOWNLOAD OR INSTALL (AS APPLICABLE)] THE SOFTWARE OR ACCESS THE SERVICES.

1. DEFINITIONS
The following definitions apply to this Agreement:
“Confidential Information” means all confidential data or information in any form disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) by any means that is designated as confidential. As a non-exhaustive list of examples, Confidential Information includes Data, information regarding a Party’s financial condition and financial projections, business and marketing plans, product plans, product and device prototypes, the results of product testing, research data, market intelligence, technical designs and specifications, secret methods, manufacturing processes, source code of proprietary software, the content of unpublished patent applications, customer lists, vendor lists, internal cost data, the terms of contracts with employees and third parties. Information may be Confidential Information regardless of the medium or manner by which it is disclosed, including disclosures orally or via printed or handwritten document, email or other electronic
messaging, fax or telephone.

“Merchant” means you, the person or entity that will be testing the Pickup Platforms.

“Merchant Data” means any electronic data, information or material provided or submitted by the Merchant in the course of using a Service. For the avoidance of doubt, Merchant Data does not include data and information related to Merchant’s use of the Services that is used by Pickup in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services, or any other information reflecting the access
or use of the Services by or on behalf of Merchant or any Authorized User.

“Merchant Infrastructure” means any information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Merchant or through the use of third-party services, on which Software is installed or will be installed.

“Intellectual Property Rights” are the exclusive rights held by the owner of a copyright, patent, trademark, or trade secret, including (i) the rights to copy, public perform, public display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (ii) the right to exclude another from using, making, having made, selling, offering to sell, and importing patented subject matter and from practicing patented methods, (iii) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, endorsement, or sponsorship; and (iv) the rights to apply for any of the foregoing rights, and all rights in those applications. Intellectual Property Rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, including enforceable privacy rights and any rights in databases recognized by applicable law.

“SaaS Services” means the initial service described in the Schedule 2 and associated content, operated and maintained by Pickup, and made accessible via a web site or IP address designated by Pickup from time to time, or ancillary online or offline products and services provided to the Merchant (and its Authorized Users) in respect of the site.

“Services” means collectively or individually, the SaaS Services and/or the Support Services.

“Support Services” means the maintenance and upgrade services described herein and in any as may be further described in a Sales Order.

“Test Period” shall mean the period beginning the first business day after the Merchant accepts these terms and conditions and ending 90 (ninety) days thereafter, unless extended by Pickup as notified to the Merchant by Pickup.

2. PROVISION OF SERVICES TO MERCHANT
In return for Merchant’s agreement to provide feedback and comments concerning the Pickup Platforms, Pickup shall provide to Merchant limited access during the Test Period to the Pickup Platforms via the SaaS Services for Merchant’s testing and evaluation purposes only and subject to the terms and conditions of this Agreement.

Pickup may, at any time during the term of this Agreement, upon reasonable written notice and during Merchant’s normal business hours, audit Merchant’s use of the Pickup Platforms or Services at Merchant’s premises, as reasonably necessary to confirm that Merchant is using the Pickup Platforms or Services in accordance with the terms and conditions of this Agreement.

Pickup may use a third-party organization reasonably acceptable to Merchant to assist Pickup in conducting such an audit. Merchant will cooperate with Pickup in such audit and will promptly make available to Pickup all information and materials reasonably required by Pickup to conduct such an audit.

3. LIMITATIONS ON USE OF PICKUP PLATFORMS
Merchant may use the Services and access and use the Pickup Platforms only for evaluation purposes and for its own internal business purposes in accordance with this Agreement. Merchant shall not, directly or indirectly:

1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or Products, modify, translate, or create derivative works based on the Services or the Products;
2. copy for any purpose, rent, lease, download, transmit, distribute, pledge, assign, or otherwise transfer or encumber rights to the Products or the Services;
3. use the Products or Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or
4. access or attempt to access any other Pickup subscriber accounts, files or restricted information other than Merchant’s own Merchant Data (as defined in Section 1).

Merchant shall not permit any contractor of Merchant, nor any other third party to do any of the foregoing.

4. USE OF PRODUCT IS AT MERCHANT’S RISK
Merchant expressly acknowledges and agrees that its use and access of the Pickup Platforms and Services is at its own sole risk. Merchant understands that the Pickup Platforms and Services may have errors, be incomplete, and may produce unexpected results. Merchant agrees to backup data and take other appropriate measures to protect its programs and data and systems.

5. DISCLAIMER OF WARRANTIES.
THE SERVICES AND THE PICKUP PLATFORMS ARE PROVIDED “AS IS, WHERE IS” AND PICKUP MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED, AS TO THE PICKUP PLATFORMS AND THE SERVICES PROVIDED TO MERCHANT, OR ANY OTHER MATTER WHATSOEVER, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THE ACCURACY, COMPLETENESS OR FITNESS OF ANY DATA OR SERVICES PROVIDED OR PROCESSED PURSUANT TO THIS AGREEMENT.

WITHOUT LIMITING THE FOREGOING, PICKUP DOES NOT WARRANT THAT THE PICKUP PLATFORMS OR THE SERVICES WILL MEET ANY OR ALL OF MERCHANT’S BUSINESS REQUIREMENTS OR WILL OPERATE IN A PARTICULAR COMPUTER ENVIRONMENT OR THAT THE OPERATION OF THE PICKUP PLATFORMS OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL PICKUP BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES, LOSS OF PROFITS, OR LOSS OF GOODWILL, INCLUDING BUT NOT LIMITED TO DAMAGES OR LOSS DUE TO LOST DATA, LOST PROFITS OR LOST SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE, OR THE PERFORMANCE OR LACK THEREOF, OF THE PICKUP PLATFORMS OR SERVICES, EVEN IF MERCHANT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING, MERCHANT AGREES THAT PICKUP’S ENTIRE LIABILITY FOR ANY CLAIMS ARISING HEREUNDER SHALL NOT EXCEED ONE HUNDRED PESOS (PHP 100.00).

6. MERCHANT SHALL PROVIDE FEEDBACK.
Merchant agrees, upon request or otherwise, to provide feedback to Pickup about the Pickup Platforms. Merchant shall keep its feedback confidential and not disclose the feedback to any other person or entity other than Pickup. Merchant agrees not to disclose any of its own proprietary or confidential information to Pickup. Merchant further agrees that the contents of all oral and written reports and feedback to Pickup and any other materials, information, ideas, concepts, and knowhow provided by Merchant (including corrections to problems or issues with the Pickup Platforms) (collectively, “Improvements”) become the property of Pickup and may be used by Pickup for any and all business purposes, without any accounting or any payment to Merchant. Merchant agrees to assign and hereby does assign all Improvements conceived, communicated or provided to Pickup during the Test Period. All feedback and Improvements described hereunder shall be considered the Confidential Information of Pickup.

7. OWNERSHIP OF PRODUCTS AND SERVICES.
Merchant acknowledges that the Pickup Platforms and the Services, together with all of the Intellectual Property Rights embedded within or arising from the Pickup Platforms and the Services are the sole and exclusive property of Pickup. Merchant acquires no ownership interest in the Pickup Platforms or the Services from this Agreement or its use of the Pickup Platforms and Services hereunder except for its limited use and access rights during the Test Period.

8. MERCHANT DATA AND SECURITY OF SYSTEMS.
While using the Pickup Platforms under this Agreement Merchant may enter Merchant Data into the Pickup Platforms and/or the Pickup Platforms may collect Merchant Data. Merchant has and will retain sole responsibility for:

1. all Merchant Data, including its content and use;
2. all information, instructions, and materials provided by or on behalf of Merchant or any Authorized User in connection with the Services;
3. Merchant’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Merchant or through the use of third-party services;
4. the security and use of Merchant’s and its Authorized Users’ access credentials; and (e) all access to and use of the Services and Documentation directly or indirectly by or through the Merchant Infrastructure or its or its Authorized Users’ access credentials, with or without Merchant’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

9. MERCHANT OBLIGATION TO MAINTAIN SECURITY.
Merchant shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to:

1. protect against any unauthorized access to or use of the Pickup Platforms and Services; and
2. control the content of and use of Merchant Data, including the uploading or other provision of Merchant Data to or through the Pickup Platforms and Services.

10. CONFIDENTIALITY.
Each Party agrees as follows:

1. to use Confidential Information disclosed by the other Party only for the purposes described herein;
2. that such Party will not reproduce Confidential Information disclosed by the other Party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party;
3. that neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party;
4. to restrict access to the Confidential Information disclosed by the other Party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and
5. to the extent practicable, return or destroy, all Confidential Information disclosed by the other Party that is in its possession upon termination or expiration of this Agreement.

Notwithstanding the foregoing, Merchant agrees that Pickup may collect any data regarding Merchant’s use of the Services and provide such data to third parties, including any data relating to the Merchant’s Data for the purposes of integrating or providing any ancillary services such

Notwithstanding the foregoing, these provisions will not apply to Confidential Information that:

1. is publicly available or in the public domain at the time disclosed;
2. is or becomes publicly available or enters the public domain through no fault of the recipient;
3. is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto;
4. is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure;
5. is independently developed by the recipient; or
6. is approved for release or disclosure by the disclosing Party without restriction.

Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required:

1. in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or
2. to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

11. TERMINATION.
The term of this Agreement will begin on the date Merchant accepts the terms and conditions of this Agreement and, unless terminated earlier by Pickup, will continue until the earlier of:

1. the date specified by Pickup in its sole discretion (after which you will cease use of the Pickup Platforms);
2. the date Pickup (in its sole discretion) makes the Pickup Platforms generally publicly available (after which any permitted use is subject to our Merchant Terms and not this Agreement); or
3. the date we discontinue the beta test for the Pickup Platforms.

This Agreement may be terminated by either party:

1. with cause immediately upon written notice to the other party; or
2. without cause upon thirty (30) days’ prior written notice to the other party.

Sections 4, 5, 7, 9, 10 and 12 of this Agreement will survive any termination or expiration of this Agreement. Any obligations of Merchant will survive termination of this Agreement.

12. GENERAL PROVISIONS
This Agreement does not authorize Merchant to use Pickup’s names or trademarks or the fact of the beta test for any publicity or marketing or other activities.

Neither Merchant nor Pickup has any obligation to purchase anything under this Agreement. No agency, partnership, joint venture, or other joint relationship is created by this Agreement.

This Agreement is a complete statement of the agreement between the parties, supersedes all prior understandings or agreements whether verbal or written between the parties related to the Pickup Platforms and subject matter, and any change or addition to this Agreement must be in writing and signed by both parties.

Merchant may not assign, transfer or otherwise authorize any other person to exercise Merchant’s rights, obligations or interest in or under this Agreement without the prior written consent of Pickup. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement.

The substantive law of the Republic of the Philippines, without giving to the principles of conflict of law, shall govern this Agreement and any dispute arising under or related thereto.

You acknowledge that you have agreed to the terms and conditions in this Agreement by signing up and agreeing to use the Pickup Platforms as a Merchant.