General Terms & Conditions ("GTC") for Beta Test Version

DISCLAIMER

Iron Eagle Capital Ltd.

General Terms of Conditions (“GTC”) for Beta Test Version

Date: January 24, 2022

Iron Eagle Capital GmbH, with its registered office at Flurstraße 1, 86368 Gersthofen, Germany, registered in the Commercial Register of the Augsburg Local Court under HRB2825 , e-mail: [email protected] (hereinafter referred to as “Iron Eagle“, “us” or “we“) develops the so-called Nuco.cloud, a decentralized computing cloud through which users can provide computing power to other users. In addition, we have developed nuco.cloud pro, a centralized platform that can be used exclusively by companies that want to purchase computing power. The nuco.cloud pro is currently in its beta version in the testing phase. A limited number of users (“testers“) can register for the beta test and subsequently test the beta version of nuco.cloud pro. We hope that the testers will provide valuable input on how nuco.cloud pro works, so that we can develop it further and open it up to all users in a timely manner.

  1. Scope

These GTC regulate the contractual basis for the use of the beta version by the testers. Each tester should therefore read the GTC carefully and completely. If a tester does not agree to these GTC, he cannot use the beta version.

For the subsequent use of the completed nuco.cloud pro, separate contractual conditions apply, which each user receives and must accept.

  1. Use of the beta version
    1. Every tester who wants to try out the beta version must register with us at https://nuco.cloud/beta-test/.Since only a limited number of test accesses are available, we decide independently who will be admitted as a tester. The use of the beta version is voluntary; there is no obligation for the tester to actually use the beta version. Testers also have no claim to continuous use of the beta version. We are entitled to withdraw or restrict the test access at any time (especially in case of non-use). We grant testers a simple right to use the beta version for testing purposes, which may be revoked at any time and may not be assigned or sublicensed.
    2. Each tester receives individual access data for the use of the beta version. The access data must be kept secret by the respective tester. Disclosure to third parties is prohibited. The testers can access the beta version at https://nuco.cloud/beta-test/ where the individual access data must be entered. Prior to this, the users confirms these GTC.
    3. The beta version is a test version only. Testers should try the beta version; however, there is no claim that the functions in the beta version actually work properly and can be used for the desired purposes. The beta version is intended to be preliminary. As we are still (further) developing our future services, changes and deviations are possible in the later nuco.cloud pro.
    4. The use of the beta version is free of charge for testers. Testers are not entitled to any remuneration or reimbursement of expenses and other outlays. These are borne by the tester himself.
    5. Each tester is supposed to give feedback on the beta version once a week via an appropriate form provided by us. If this does not happen (repeatedly), we will revoke the tester’s test access. 
    6. Insofar as we offer links to third-party websites with external content on the beta version, this external content was checked at the time of initial linking to determine whether it would trigger civil or criminal liability. It cannot be ruled out that the contents are subsequently changed by the respective providers. We do not constantly check the contents of the linked websites for changes that could give rise to a new responsibility. Testers are recommended to inform themselves on the forwarded/linked pages about the applicable terms and conditions as well as the privacy policy and privacy notices of the respective providers.
  2. Further duties of the tester
    1. The tester shall take all necessary and reasonable measures to prevent or limit any damage caused by the use of the beta version. This also includes the regular backup of data in his area of responsibility.
    2. The tester shall refrain from any action that is likely to impair the smooth operation of the beta version. In particular, the tester shall refrain from making changes to the beta version that may impair its smooth operation.
    3. The tester will not misuse the beta version in any way or allow it to be misused by third parties. The tester will also refrain from any attempt by himself or by unauthorized third parties to retrieve information or data without authorization or to interfere or allow interference with programs operated by us without authorization. 
    4. The tester shall inform the provider immediately if there are indications that the beta version is being used unlawfully by third parties. In this case, the tester shall immediately take appropriate measures to prevent or stop any unlawful use. 
    5. The tester will ensure compliance with the GTC and immediately take appropriate measures to prevent or stop any unlawful use.
    6. We may, in our reasonable discretion, verify that the beta version is being used in accordance with the terms of these GTC. The tester will provide us with all information required for this upon request.
    7. The tester shall bear the disadvantages and costs resulting from the violation of his obligations to cooperate and provide.
  3. Existing property rights
    1. Iron Eagle owns industrial property rights, copyrights and know-how (hereinafter: “Background IP”).
    2. Tester does not acquire any rights or interest in Background IP from Iron Eagle, including but not limited
      1. on the software of Iron Eagle;
      2. to Iron Eagle’s documentation, processes, procedures and other applications, and
      3. in algorithms, data models and analysis methods, procedures and techniques, and other know-how.
    3. The tester will not copy the beta version or individual components of the beta version.
  4. Contents of the tester
    1. If the Tester posts content to the beta version or uses such content via the beta version (hereinafter also: “content of the tester”), Iron Eagle is granted the gratuitous and transferable right to store, edit and reproduce such content for the purpose of using the beta version to the extent necessary for the use of the beta version. 
    2. The tester is fully responsible for the content of the tester. In particular, the tester guarantees that the content of the tester does not contain any content that is relevant under criminal law. This includes compliance with legal and regulatory requirements for the use, retention and archiving of content of the tester. Iron Eagle does not verify the completeness, accuracy, legality, timeliness, quality or fitness for a particular purpose of the content.
    3. The tester warrants that it is the sole owner of all rights to the content of the tester or is otherwise authorized (e.g., by effective permission from the rights holder) to use and communicate such content within the scope of the beta version. In particular, the tester warrants that the content of the tester does not infringe any third party rights and, if applicable, verifies that the content of the tester may be used as intended prior to its creation or use. The tester shall indemnify Iron Eagle against claims by third parties arising from a breach of its obligations under sentence 1 or sentence 2. 
    4. If a third party claims an infringement of rights by the content of the tester, Iron Eagle is entitled to block the content completely or temporarily if there is a doubt about the legality of the data and/or content justified by objective evidence. In this case, Iron Eagle will request the tester to cease the infringement or to prove the legality of the content within a reasonable period of time. If the tester does not comply with this request, Iron Eagle shall be entitled, without prejudice to further rights and claims, to terminate the agreement without notice. Iron Eagle may charge the tester for expenses incurred by Iron Eagle as a result of the aforementioned measures. In addition, the tester shall compensate Iron Eagle for any further damage arising from the infringement; this shall not apply if the tester is not responsible for the infringement. Further rights shall remain unaffected.
  5. Confidentiality
    1. The parties undertake to treat all information of the respective other party, in particular of a technical and economic nature, as well as its intentions, experience, findings, designs and documents, which become known to it on the basis of this agreement, as confidential vis-à-vis third parties – even beyond the term of the agreement – not to make it accessible to third parties and to protect it from access by third parties. This obligation shall apply for the term of this agreement and beyond until the information becomes public. Further requirements, which may arise in particular from data protection regulations, shall remain unaffected by this.
    2. This obligation shall not apply to such information as is shown to have been known to the parties prior to its communication hereunder, is shown to have been independently developed or otherwise lawfully obtained by them, or is or becomes generally known without breach of this Agreement. 
    3. The parties shall ensure in an appropriate manner that the employees, freelancers and subcontractors permissibly called upon by them in the performance of this agreement shall observe the aforementioned confidentiality.
  6. Liability
    1. We are liable for intent and gross negligence in accordance with the statutory provisions. We shall only be liable for slight negligence in the event of a breach of a material contractual obligation (cardinal obligation), the fulfillment of which is a prerequisite for the proper execution of the contract and on the observance of which the user may regularly rely, as well as in the event of damage resulting from injury to life, limb or health. In the event of slight negligence, we shall only be liable for foreseeable damage, the occurrence of which must normally be expected.

Liability under the Product Liability Act (“Produkthaftungsgesetz”) or for damages based on the breach of a warranty assumed by us shall remain unaffected. In the scope of application of the Telecommunications Act (“Telekommunikationsgesetz” – TKG), the liability rule of § 44 a TKG shall remain unaffected.

The above limitation of liability shall also apply in favor of our employees, representatives, organs and vicarious agents.

    1. Data communication via the internet cannot be guaranteed to be error-free and/or available at all times according to the current state of technology. In this respect, Iron Eagle is not liable for the constant and uninterrupted availability of the beta version. Since the beta version is a test version, Iron Eagle is also not liable for any loss of data during the use of the beta version.
  1. Applicable law

The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of laws provisions. If a user is a consumer and his habitual residence is in a member state of the European Union, German law shall also apply, whereby mandatory provisions of the state in which the user has his habitual residence shall remain unaffected. The non-exclusive place of jurisdiction is Augsburg.

  1. Other
    1. In the event that one or more present or future provisions of these GTC should be or become invalid or unenforceable in whole or in part, the validity and enforceability of the remaining provisions of these GTC shall not be affected thereby.
    2. The European Commission has established a European Online Dispute Resolution (ODR) platform at http://ec.europa.eu/consumers/odr/. IronEagle does not participate in dispute resolution procedures with a consumer arbitration board.

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