Terms & Conditions

This Alpha Testing Agreement (”Agreement”) is entered into by and between Cinch Building Sciences, LLC (”CinchBuild”) and you the Customer (”Customer”). CinchBuild and Customer, intending to be legally bound, hereby agree as follows.

Section 1. GENERAL

“Alpha Test” means the services and obligations described in Sections 1-4 of this Agreement; it will commence upon Customer’s acceptance of this Agreement and Customer creating a CinchBuild account and will last approximately sixty (60) days unless terminated earlier according to the terms of this Agreement.   During the Alpha Test, Customer shall be entitled to free access to the CinchBuild cloud-based application platform (“CB Platform”) for test and evaluation purposes only.

Section 2. RESPONSIBILITIES OF CINCHBUILD

CinchBuild shall:

2.1. Furnish free access to Customer to “Login and Register” at the CB Platform to test the functionality of the CB Platform.  This access is to allow Customer to test and challenge the functions within the CB Platform, to launch available applications and/or tools provided by the CB Platform, to test and challenge the functions of these available applications, to upload and modify test cases and to run test simulations; and

2.2. Provide Support Consultation to Customer to promptly investigate and attempt to resolve, through reasonable commercial efforts (as determined solely by CinchBuild), any problem or error issues relating to the functionality of the CB Platform and its applications reported by Customer to CinchBuild in writing. “Support Consultation” means CinchBuild’s efforts to promptly investigate and attempt to resolve via reasonable commercial efforts (as determined solely by CB) any problem or error issues relating to the functionality of the CB Platform reported by Customer to Cinch Build.  All unresolved problems will be forwarded to CinchBuild’s Alpha Test support team.

Section 3. RESPONSIBILITIES OF CUSTOMER

Customer shall:

3.1. Provide CinchBuild feedback on problems (including but not limited to errors, failures, unconforming results and unexpected performances) relating to the functionality of the CB Platform.  Additionally, Customer shall provide improvement suggestions and/or recommendations for the CB Platform and applications and tools provided by the CB Platform; 

3.2. Refrain from using the CB Platform during the Alpha Test as a production environment or for commercial purposes; 

3.3. Refrain from using any simulation results as anything other than sample test results;

3.4. Refrain from relying on the safety and security of data while using the CB Platform and any tools or applications provided by the CB Platform; and

3.5. Use the CB Platform only as authorized herein, and instruct its employees having access to the CB Platform to act in conformity with Customer’s obligations under this Agreement.

Section 4. OPERATING PROCEDURES4.1.

CinchBuild will provide reasonable (as determined solely by CinchBuild) assistance to Customer for purposes of access and use of the CB Platform for purposes of the Alpha Test. However, Customer shall be responsible for the management, internal control, and implementation of the Alpha Test.

4.2. Because the CB Platform may contain defects, Customer is responsible for establishing back-up, log, batch, review, and other procedures and controls appropriate to maintain the integrity and continuity of Customer’s operations.

4.3. CinchBuild is under no obligation to make any changes or modifications to the CB Platform suggested by Customer. CinchBuild reserves the right, with or without prior notice, to discontinue work on the CB Platform or to revise the CB Platform so it provides different features, features in different combinations, and/or different environment configurations.

Section 5. LIMITATIONS ON WARRANTY AND LIABILITY

5.1. THE CB PLATFORM PROVIDED IN THIS ALPHA TEST IS NOT A FULLY TESTED PRODUCT OFFERING. CUSTOMER’S USE OF THE LICENSED PROGRAM IS AT CUSTOMER’S SOLE RISK; THE CB PLATFORM AND ASSOCIATED APPLICATIONS AND TOOLS MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH APPLICABLE SPECIFICATIONS, AND MAY PRODUCE UNINTENDED OR ERRONEOUS RESULTS WHEN OPERATED IN COMBINATION WITH OTHER APPLICATIONS AND TOOLS ON THE CB PLATFORM. CUSTOMER ACCEPTS THE CB PLATFORM “AS IS”. THE CB PLATFORM IS PROVIDED AS IS, WITHOUT ANY WARRANTY WHATSOEVER.

5.2. IN NO EVENT WILL CINCHBUILD BE LIABLE FOR DAMAGES OF ANY KIND (DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL) RESULTING FROM ANY DEFECT IN THE CB PLATFORM OR ASSOCIATED TOOLS OR APPLICATIONS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

5.3. CUSTOMER SHALL BE RESPONSIBLE FOR ANY USE OF THE CB PLATFORM IN CUSTOMER’S OPERATIONS. CUSTOMER SHALL BE RESPONSIBLE FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE CB PLATFORM. IF CUSTOMER INTENDS TO USE OR RELY ON SUCH OUTPUT FOR BUSINESS PURPOSES, CUSTOMER SHALL FOLLOW PROPER BACK-UP PROCEDURES FOR ANY OTHER PROGRAMMING AND ALL DATA TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM USE OF ANY OR ALL OF THE CB PLATFORM AND ASSOCIATED APPLICATIONS AND TOOLS.

Section 6. OWNERSHIP AND CONFIDENTIALITY

6.1. CinchBuild  shall have sole and exclusive ownership of all right, title, and interest in and to the CB Platform and any additions or modifications thereto arising during the Alpha Test or as a result of any other collaboration between CinchBuild and Customer (including their respective personnel), all media and documentation relating to such additions or modifications, and all intellectual property rights associated therewith (including, without limitation, rights to copyrights, trade secrets, or know-how). Upon CinchBuild’s request, Customer agrees to execute such further instruments and take such further action as CinchBuild may reasonably request to effect ownership of any such modifications.  All rights in and to the CB Platform not specifically granted to Customer in this Agreement are hereby expressly reserved by CinchBuild. 

6.2. Customer agrees to maintain in confidence the CB Platform and all media and documentation that relate to the design, development, operation, testing or use of the CB Platform or any additions or modifications thereto. Customer agrees to use the same security measures as it uses to protect its own confidential technical information, provided that such measures shall be at least commercially reasonable for such purpose. Customer further agrees not to disclose such information to anyone other than those of its employees, and such contractors as CinchBuild may approve, under nondisclosure obligations who have a need to know such information in connection with the Alpha Test. Upon completion of the Alpha Test, unless Customer and CinchBuild enter into a further signed, written agreement for the extended use of the CB Platform, Customer agrees to return all media and documentation containing such information, and Customer further agrees to certify its compliance with such obligation if requested by CinchBuild. The foregoing confidentiality obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on CinchBuild’s information, or approved for release by CinchBuild without restriction.

6.3. CinchBuild shall have and may cumulatively exercise all rights it might have at law or in equity for the protection of the CB Platform, including an injunction enjoining the breach or threatened breach of this Section.

Section 7. TERMINATION

7.1. Either party may terminate the Alpha Test and this Agreement at any time upon 10 days written notice.

7.2. Upon expiration or termination of the Alpha Test for any reason, provided that Customer has not entered into a written Subscription Agreement with CinchBuild on mutually agreeable terms for the ongoing use of the CB Platform, Customer shall immediately return all copies of any media and documentation that relate to the design, development, operation, testing, or use of the CB Platform or any additions or modifications thereto. Customer agrees to certify its compliance with the foregoing promptly upon CinchBuild’s request.

Section 8. MISCELLANEOUS

8.1. CinchBuild may refer to Customer by name in advertising and promotional materials in connection with Customer’s participation in the Alpha Test.

8.2. The provisions of Sections 4 and 5 shall survive termination of this Agreement.

8.3. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to principles of choice of law.

8.4. This Agreement constitutes the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof, and supersedes all prior oral and written proposals, representations, or other communication related to the subject matter hereof. This Agreement may not be modified except by a written instrument signed by both CinchBuild and Customer.  The CB Platform and the actions and commitments of CinchBuild with respect thereto shall not be construed as being directly or indirectly covered by or subject to any other agreement between Customer and CinchBuild.