TEST PHASE - End User License Agreement

 

TEST PHASE - End User License Agreement

 

By clicking on the "Agree" button, you (hereinafter referred to as the "User" or “Users”) and us, Scroble S.A., 6 Boulevard Pierre Dupong, 1330 Luxembourg (hereinafter: "Scroble"), enter into a contract for the use of the Scroble App (hereinafter: "App") during the trial period under the following end User license agreement. The end-user license agreement is available in English only. The App is an application that enables you to scan, save and distribute via messenger the fashion garments and to combine advantages of online with offline shopping. In the App, Users can interact with their favourite garments in various ways, get inspired and use the Scroble App in participating stores to find information about their favourite garments and products, stay up to date and stay in touch with their favourite brands and stores.

 

§ 1 Subject matter of the contract

Scroble provides the User with a test version of the App and grants the User a non-exclusive and time-limited license for the trial period to use the App in the form of the object code for installation and use on one device as long as the beta test version of the App is available and supported. During the trial period, the license is limited to the territory of Luxembourg.

§ 2 Provision

Scroble provides the beta test version of the App, available to download on both App Store for Apple iOS and Android on the Google Play Store. Delays in the provision of the software by the respective App Store are beyond Scroble's responsibility and therefore do not constitute grounds for any claims of the User against Scroble nor a right of the User to terminate the contract.

When the trial period of the beta test Version has ended, it is at the sole discretion of Scroble to make a full version available in the App Store. The liability of Scroble cannot be engaged if a full version in not available in the respective App Store.

§ 3 Remuneration

  1. The use of the app during the trial period is free of charge.

  2. The User will bear all costs of communication when using the app and any costs related to the download of the App.

 

§ 4 Data protection and consent to the use of data

(1) Scroble collects and process the following data in connection with the use of the App by the User: evaluation of User data, such as products viewed, further requested and shared information about products, interactions in participating stores, interactions via blogs, social media, your location data to evaluate the stores visited etc. in order to evaluate the attractiveness of our services and to be able to develop new services or offers. Where necessary we will request your consent before collecting and processing such personal data.

(2) Further information on our handling of your personal data in accordance with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the regulations on e-Privacy can be found in our Data Protection Information on our website.

§ 5 Obligations of the User

(1) The User is requested to set- up an account for the App services with an e-Mail address and a secure password.  It is the User’s responsibility to keep his/her data safe and not to pass them on to third parties.

(2) Users confirm to have at least 18 years old. Scroble cannot be held responsible if a User under 18 years of age is using the App.

(3) User will participate at the end of the trial period to a test to give Scroble insights on the usability and acceptance of the App. Upon completion of such test, the User may be entitled to receive a reward (e.g. gift card, payment or other rewards). Before the test is requested from the User, Scroble will inform the User on the possible rewards for the specific test.

(4) User Information

Scroble care about the privacy of Users. With the App  Users fill out questionnaires related to the onboarding process and specific tests, or complete a test, Scroble will receive and collect information about you, which may include, but is not limited to:

  • personally identifiable information such as your name, email address or other identification, contact and account information

  • demographic information such as age, gender, education, employment status and hobbies

  • other information such as geolocation, places of garment scan that we may request to facilitate the completion and analysis of tests (collectively, “User Information”)

You represent that the User Information that you provide to Scroble will be accurate and complete.

(5) Security and Passwords

User understands that Scroble takes steps to ensure that User’s  Information is treated securely, but no Internet transmission or method of electronic storage is 100% secure or error-free. User acknowledges and agrees that Scroble cannot guarantee the security of any information provided by Users and that Users provide information at their own risk. Users are responsible for maintaining the confidentiality of any usernames and passwords associated with the account and for monitoring all activity under this account. User is responsible for all activities, acts, or omissions that occur under the account, and User agrees to assume full responsibility for any such activities, acts, or omissions. If User becomes aware of any unauthorized use of your password or your account, User should notify Scroble immediately.

(6) Restricted Activity

User is not permitted to do any of the following (each a “Restricted Activity”):

  1. disclose or share User Scroble account login information with any third party;

  2. apply for and create more than one account of the App;

  3. knowingly provide inaccurate information;

  4. use the App for the benefit of anyone other than Scroble;

  5. sell, resell, license, sublicense, distribute, make available, rent or lease the App  in a service bureau or outsourcing offering;

  6. use the platform in violation of applicable law or regulation;

  7. interfere with or disrupt the integrity or performance of the App or any data or information contained therein;

  8. attempt to gain unauthorized access to the App or its related systems or networks;

  9. copy the App or any part, feature, function or User interface thereof;

  10. frame or mirror any part of the App;

  11. access or use the App in order to build a competitive product or service or to benchmark with another product or service;

  12. engage in fraudulent, obscene, harassing or illegal conduct on the platform; or

  13. copy or take screenshots/videos of any test, or any part of the App.

User forfeits the right to receive a reward by engaging in any of the above Restricted Activities. Scroble will suspend, terminate User access and license to the App if it determines that you have engaged in any Restricted Activity or are responsible for fraud of any kind.

User understands and agree that Scroble may monitor all use of the platform for security, operational, improvement and performance purposes.

§ 6 Data Ownership and IP rights, test insights

(1) Use of and Limited License to the App

As User, you acknowledge and agree that all content, designs, features, functions, elements and aspects of the platform are the exclusive property of Scroble, or its licensors, and may be protected by applicable intellectual property and other laws.

Subject to the provisions of this Agreement, Scroble grants to the User a personal, non-sublicensable, nonexclusive, non-transferable, freely revocable and limited license to use the App as permitted by the features of the App solely to conduct tests on behalf of Scroble, and in accordance with any documentation or instructions supplied by Scroble or such customers. Scroble may terminate this license at any time for any reason or at its own discretion.

Scroble reserves all rights not expressly granted herein in the App and any related content.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress, goodwill, trade secret rights and any other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Scroble retains all rights to his App, services, tests and the results thereof, which he is entitled to under the applicable Copyright Law and Intellectual Property Laws. User acknowledges that the sole copyright and all intellectual property rights to test concepts, methods, procedures and process engineering, graphic and tabular representations originating from Scroble and to all other services of Scroble are exclusively entitled to Scroble.

(2) The ownership of the material produced during the execution of the test with the end User, in particular, but not limited to data carriers of any kind, questionnaires, other written documents, etc. - and the accrued (non-personal) data lies exclusively with Scroble.

(3) User assigns all rights in his/her contributions to the tests, the results thereof, comments and improvement suggestions, content provided within the App, Scroble services or provided in relation hereto with regard to the App, the Scroble services and all related matter to Scroble and Scroble herewith accepts such assignment. Where such assignment is not possible for legal reasons User will grant to Scroble the worldwide, exclusive, perpetual right to use such contributions, comments and improvement suggestions, content provided within the App.

(4) User acknowledges and agrees that Scroble may use and provide recordings of tests completed by User whole or in part, as well as insights gained from tests completed by Users in aggregated and non- aggregated (test insights) from to third parties for Scrobles’ business use. User acknowledges and agrees that Scroble may publicly display or distribute test insights. Scroble waives all rights to be named in such display or distribution of test insights. Scroble will be given a chance to opt-out of including your personal data for a test you completed in such public display or distribution.

(5) Assignment of Test Results

In consideration for Users use of the App, User hereby assigns to Scroble all right, title, and interest in and to all results of the tests, including the recording and the Users Content (“Test Results”), provided that non-assignable moral rights are waived. You agree to take any action reasonably requested by Scroble, to evidence, perfect, obtain, maintain, enforce, or defend such assigned rights.

User acknowledges and agrees that recordings of tests developed by Scroble may be publicly displayed or distributed by Scroble. These tests will be clearly identified within the platform.

User may submit comments or ideas about the App or tests, including without limitation about how to improve the App, tests, or our other products or services (“Ideas”). By submitting any Idea, User agrees that Users disclosure is gratuitous, unsolicited and without restriction and will not place Scroble under any fiduciary or other obligation and that we are free to use the Idea without any additional compensation to User, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. User further acknowledges that, by acceptance of Users submission, Scroble does not waive any rights to use similar or related ideas previously known to Scroble, or developed by its employees, or obtained from sources other than User.

§ 7 Confidentiality

(1) When User access the App, User will be shown or exposed to Scroble Confidential Information. As a Test User of the App, User has an access to confidential information of Scroble such as the APP developed by Scroble, non-public information about a design, content features, functions, elements and aspects of the APP or current or potential offering, and the tests provided by Scroble as well a Test Insights “Scroble Confidential Information”. SCROBLE Confidential Information is referred to in this agreement as “Confidential Information”.

(2) You must keep Confidential Information confidential and not disclose Confidential Information to any third party.

(3) Notwithstanding the foregoing, you may disclose Confidential Information to the extent required by a court of competent jurisdiction or other applicable governmental authority or as required by applicable law. In such case, you should inform Scroble of such disclosure within 3 days.

(4) Users obligations of confidentiality. You agree not to disclose Confidential Information to anyone other than Scroble.

User agrees not to use Confidential Information for any purpose other than completing the Tests Users have accepted and assigning the Test Results to Scroble.

User agrees and acknowledges that Users breach or threatened breach of this provision may result in irreparable harm to Scroble, for which money damages would be an insufficient remedy, and therefore that Scroble will be entitled to seek injunctive relief to enforce the provisions of this section.

§ 8 Warranty

(1) Scroble warrants that the App corresponds to the contractual provisions at the time of its provision and that no rights of third parties conflict with its use by the licensee in Luxembourg to the contractually agreed extent. Since this is a test version, it is not excluded that technical malfunctions may occur during the test operation and that the entire scope of use may not be available.

(2) Scroble informs about the release of a full version as well as updates of the app on its website, available at http://www.scroble.com and makes them available for download – if available. The User is free to download and install the respective full version or update. If User does not install the full version or updates provided by Scroble, Scroble shall not be liable for any deviations from the contractual condition of the App that are due to the lack of the respective update.

 

§ 9 Liability

(1) Scroble is liable, also for its legal representatives and vicarious agents, without limitation only in case of (a) intent or gross negligence, (b) injury to life, body or health, (c) to the extent of a guarantee assumed by it and (d) according to the Product Liability Act.

(2) The liability of the licensor for slightly negligently violated obligations that are essential for the achievement of the purpose of the contract is limited in amount to the damage that is foreseeable and typical for the type of business. Otherwise, Scroble is not liable.

(3) Scroble will not be held liable for any malfunctions that may occur during the use of the App nor any direct or indirect loss suffered by User.

§ 10 Term and termination

(1) The contract is concluded for the trial period should be 8 weeks. However, in case of a lockdown, this period can be prolonged, accordingly. Either party may terminate this contract of use at any time without notice.

(2) The User can also terminate the User agreement by uninstalling the app and notifying Scroble about the termination.

 

§ 11 Final provisions

(1) This end User License Agreement, as well as any disputes arising out of or about this agreement, shall be governed and construed in accordance with Luxembourgish law excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), as well as the competent court in Luxembourg.

(2) If User has downloaded the App as a consumer with habitual residence in another country this choice of law will not have the result of depriving you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the law which, in the absence of choice, would have been applicable (e.g law of your habitual residence).

(3) Should individual or several provisions of this agreement be or become invalid in whole or in part, the validity of all other provisions or agreement shall not be affected in case of doubt. Instead of the ineffective provisions, a provision shall apply which comes as close as possible to the economic sense and purpose of the ineffective provision in a legally permissible manner.

(4) The EU Commission has created an Internet platform for the online settlement of disputes. The platform serves as a contact point for the out-of-court settlement of disputes concerning contractual obligations arising from online purchase contracts. Further information is available under the following link: http://ec.europa.eu/consumers/odr.

Please note, however, that we are not obliged to participate in any such consumer arbitration proceedings, nor do we participate in them.

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