We are AVVYLAND LTD, a company registered in the United Kingdom, registration no. 14982089, having its address at 4 Princes Street, Mayfair, London, England, W1B 2LE (“we”, “us”, “AVVYLAND”, or the “Company”).

We developed the AVVYLAND framework where, through our web application “AVVYLAND” (our “App”) or otherwise, you can create your own virtual worlds – Branes – for creative, commercial, social or any other activities. You can realize your ideas by creating and using 3D objects and virtual spaces in augmented reality (AR), share your experiences with others and use other features and services (the “Services”).

These Beta Testing Agreement (the “Agreement”) are a legally binding agreement between you (“user”, “you”) serving as a tester and AVVYLAND, which sets forth the terms and conditions, including your rights and obligations, for accessing and using the yet to be released version of the App and related Services (collectively, the “Beta Trial”).

To contact us, please email us at [email protected].

For the general terms, governing use of our website www.avvyland.com, read our Terms of Use and Terms of Service.

BY DOWNLOADING, INSTALLING, CLICKING THE “I AGREE” BUTTON, ACCESSING OR USING THE APP, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE TERMS AND AGREE TO COMPLY WITH THEM.

BY CLICKING TO ACCEPT THE TERMS IN THIS AGREEMENT OR BY SIGNING THIS AGREEMENT YOU AGREE TO THE COLLECTION AND USE OF CERTAIN INFORMATION, INCLUDING PERSONALLY IDENTIFIABLE INFORMATION, AS DESCRIBED IN PRIVACY POLICY. YOU UNDERSTAND AND AGREE THAT AVVYLAND WILL COLLECT, TRANSFER, PROCESS AND STORE YOUR DATA AS DESCRIBED IN PRIVACY POLICY.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE APP AND YOU WILL NOT BE ELIGIBLE TO PARTICIPATE IN THE BETA TRIAL.

THESE TERMS INCORPORATE OUR PRIVACY POLICY, TERMS OF SERVICE AND COMMUNITY GUIDELINES. BY AGREEING TO THESE TERMS, YOU ALSO AGREE TO ALL OF THE TERMS OF THE FOREGOING DOCUMENTS, PLEASE READ THEM CAREFULLY.

YOUR PARTICIPATION IN, ACCESS AND USE OF THE BETA TRIAL ARE SUBJECT TO THE TERMS OF THE FOREGOING DOCUMENTS, PLEASE READ THEM CAREFULLY.

YOU SHOULD SAVE A COPY OF THESE TERMS FOR YOUR RECORDS.

By accepting the terms and conditions of this Agreement you agree and represent that: (i) you would like to participate in the Beta Trial; (ii) you and any members of your household are not employed by any competitor of AVVYLAND; (iii) you do not work or consult for any competitor of AVVYLAND; (iv) you are not otherwise employed by a company engaged in any product development that would compete with AVVYLAND; and (v) you are not a member of the press.

You are being granted rights under this Agreement for the purpose of testing and providing input and other Feedback to AVVYLAND regarding the App and the Services. In connection with the Beta Trial, you may provide comments to AVVYLAND from the perspective of an end user consumer concerning the features or related elements of the App. You agree to perform such tasks related to the Beta Trial as AVVYLAND shall direct in a timely manner as requested by AVVYLAND.

You acknowledge the reliance of AVVYLAND on your honest, good faith, and unbiased commentary, suggestions, and evaluations of the App during the Beta Trial. You represent and agree that you will act at all times with the highest ethical standards in connection with your participation in the Beta Trial.

You agree that all tasks that you may undertake for or on behalf of AVVYLAND relating to the Beta Trial, whether at the request of AVVYLAND or otherwise, shall be performed without monetary or financial compensation or benefit of any kind, and without any expectation of such financial compensation or benefit now or in the future. This paragraph will survive the termination of this Agreement.

You agree that you are acting as an independent contractor. Nothing contained in this Agreement shall in any way constitute or establish an intention of any employment relationship, association, partnership, or joint venture between the parties hereto. Neither party shall have the right, power, or authority to make any representation or warranty on behalf of, or to assume or create any obligation, whether express or implied, binding on, the other party in any manner whatsoever.

AVVYLAND reserves the right to reset the App, your account (if any), inventory items, achievements, and/or in-App settings at any time during the Beta Trial. In connection with a reset, AVVYLAND may require you to agree to a new version of this Agreement in order to continue your participation in the Beta Trial and the terms herein regarding modifications and amendment to this Agreement will apply to such new versions of this Agreement. AVVYLAND also reserves the right to change and modify the App and the Services at any time. You agree that any such changes and modifications may cause a loss of data or content or loss of function or utility related to the Beta Trial. You agree that, to the extent permitted by applicable law, AVVYLAND is not liable for any loss of data, content, function or utility.

Upon request by AVVYLAND, you agree to provide suggestions, enhancement requests, and recommendations (individually and collectively, “Feedback”) regarding the App. Feedback shall include informing AVVYLAND about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the App. AVVYLAND may contact you and you agree to make available a reasonable amount of time to discuss the App with us if so requested. AVVYLAND may without restriction or fee use, modify and incorporate this Feedback into the App and other AVVYLAND products and/or services without any restriction and without any payment.

You acknowledge that all Feedback, expressly including but not limited to any and all patent, copyright, trademark, trade secret and other intellectual property rights related to the Feedback, is original, voluntary and automatically shall become the property of AVVYLAND and its designees. You acknowledge and agree that AVVYLAND shall be free to disclose and use your Feedback as AVVYLAND sees fit without any obligation of any kind to you. You hereby assign and agree to assign to AVVYLAND all right, title, and interest in and to, and hereby waive and agree not to exercise any “moral rights” to, all Feedback provided to AVVYLAND that relate to the beta trial. To the extent that AVVYLAND cannot claim exclusive ownership rights in all Feedback by operation of law or pursuant to the assignment noted above, and to the fullest extent permitted by law you hereby expressly grant to AVVYLAND and its licensors, licensees and designees a perpetual, irrevocable, worldwide, paid-up, non-exclusive, royalty-free, transferrable, sublicenseable right and license to exercise all rights of any kind or nature associated with such Feedback in all formats and medium, whether existing now or in the future, and you agree not to assert or enforce any moral or similar rights you may have which may now or may hereafter be recognized, and all ancillary and subsidiary rights, in any languages and media now known or not currently known. You hereby constitute and appoint AVVYLAND as your attorney-in-fact for the purpose of executing such documentation. The rights of AVVYLAND pursuant to this subparagraph constitute a power coupled with an interest, with rights of substitution and delegation, and are irrevocable. All Feedback will be the Confidential Information of AVVYLAND. This paragraph will survive the termination of this Agreement.

You acknowledge that AVVYLAND, through the investment of significant time, effort, and expense has created the App and the related confidential information and that AVVYLAND is providing you confidential and/or proprietary trade information, intellectual property, business information or materials as part of the Beta Trial and that AVVYLAND wishes to maintain the confidentiality of its Confidential Information.

You acknowledge and agree that participation in the Beta Trial under this Agreement will result in AVVYLAND disclosing certain confidential, proprietary and/or trade secret information related to the App and/or AVVYLAND (the “Confidential Information”). Such Confidential Information includes, without limitation, the features, functionality and existence of the App (including but not limited to software, software code, designs, graphics, rules, artwork, visual depictions, plot, theme, settings, characters, characterizations, skills, emails, screenshots, written or printed documents, announcements or prereleases, product samples), and any know-how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports made available to you.

You agree that you will not, without the express prior written consent of AVVYLAND, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (a) is or becomes generally available to the public through any means other than as a result of any act or omission by you; (b) is rightfully received by you from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by you without any reliance on any Confidential Information. At the termination of this Agreement or at any time by request of AVVYLAND, you will return all Confidential Information in your possession to AVVYLAND and further agree that you will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the App or any Confidential Information.

The parties acknowledge that this Agreement does not transfer any right, title or interest in any intellectual property right to the other. AVVYLAND maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The limited rights granted to you to access and use the App under this Agreement do not convey any additional rights in the App, or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the App as expressly provided herein, all rights, title and interest in and to the App and all hardware, software and other components of or used to provide the App, including all related Intellectual Property Rights, will remain with and belong exclusively to AVVYLAND.

Subject to your compliance with all of the terms and conditions in this Agreement, AVVYLAND grants to you a limited, non-transferable, non-exclusive, revocable right to access and use the App to test its functionality and provide Feedback to AVVYLAND. AVVYLAND hosts and retains physical control over the App and only makes the App available for access and use by Beta Customer over the Internet through desktop devices. Nothing in this Agreement obligates AVVYLAND to deliver or make available any copies of programs or code from the App to you, whether in object code or source code form. AVVYLAND reserves the right, in its sole discretion, to revoke access and use of the App at any time. Further, AVVYLAND reserves the right to enter (“assume into”) any account (if any) as needed to (i) monitor or measure use of the App; (ii) validate certain features or functionality of the App; and (iii) to provide services or support necessary to maintain the App.

You agree that AVVYLAND may terminate the Beta Trial and the license set forth above at any time, including without limitation, prior to the commercial release of the App. In addition, AVVYLAND may revise and change the App at any time during the Beta Trial.

Prior to the termination of the Beta Trial for the App, AVVYLAND may limit access to and use of the App, including without limitation, when AVVYLAND is making updates and changes to the App.

During the course of the Beta Trial, regular and unscheduled wipes of any progression may occur at any time, at the sole discretion of AVVYLAND. AVVYLAND makes no guarantees about the persistence or availability of progression or inventory items at any time during the Beta Trial and assumes no liability for lost or deleted account data, including character data. The restrictions and limitations in the Terms of Service will apply to the Beta Trial and your use of the App and Services.

You may not rent, lease, distribute, or resell the App, or use the App as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the App.

For the avoidance of doubt, you agree that the terms in Section 12 of the Terms of Service titled “Disclaimer of Warranties” apply to each element of the Beta Trial and the related Services.

For the avoidance of doubt, you agree that the terms in Section 13 of the Terms of Service titled “Limitation of Liability” apply to each element of the Beta Trial and to this Agreement.

You agree to indemnify, defend, and hold harmless AVVYLAND and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the App or your breach of this Agreement, including but not limited to the content you submit or make available through the App and Services.

If you do not agree to the current or revised terms and conditions of this Agreement, you should email AVVYLAND immediately at [email protected] to discuss immediate termination of your Beta Trial participation.

Any Disputes related to the Beta Trial or this Agreement will be resolved as provided in Dispute Resolution terms in the Terms of Service.