Beta Tester License Agreement

Beta Tester Licence Agreement

THIS AGREEMENT is made by and between STOCKSTOTRADECOM INC. ("Vendor"), and you ("Licensee").

THE VENDOR LICENSES THIS SOFTWARE PRODUCT TO YOU SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT" or "EULA"). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING, COPYING AND USING THIS COMPUTER SOFTWARE AND THE ACCOMPANYING DOCUMENTATION (THE "PRE-RELEASE SOFTWARE"). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS EULA, NOT SOLD TO YOU. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT INSTALL, COPY OR USE THE SOFTWARE AND YOU SHOULD RETURN THE PACKAGE TO THE PLACE WHERE YOU GET IT WITHIN THIRTY (30) DAYS.

THIS EULA IS A LEGAL AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY AND THE VENDOR. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH PARALLELS RELATING TO THE SOFTWARE.

BETA DISCLAIMER

THE PRE-RELEASE SOFTWARE LICENSED HEREUNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS.

BACKGROUND

A. Vendor is in the process of developing a new software product designed to StocksToTrade (the "Pre-Release Software"), which Vendor hopes to market in the near future.

B. Vendor would like to field-test a preliminary version of its Pre-Release Software so as to further refine and modify the product before it is generally released.

C. Licensee has expressed an interest in licensing a copy of the Pre-Release Software in advance of its general release in order to evaluate the Pre-Release Software for its own purposes and to assist Vendor in refining and modifying the Pre-Release Software so that it becomes more useful for its intended market ("Beta Test").

D. In exchange for early access to the Pre-Release Software, Licensee agrees to serve as a Beta Test site for the Pre-Release Software and to provide Vendor with its comments, criticisms, suggestions, and evaluations with respect to the Pre-Release Software during the Beta Test period.

NOW, THEREFORE, the parties hereby agree as follows:

BETA DISCLAIMER

THE PRE-RELEASE SOFTWARE LICENSED HEREUNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS.

1. LICENSE GRANT

Vendor grants to Licensee, during the term of this Agreement, a temporary, non-exclusive license to use an executable version of the Pre-Release Software and its related documentation, for evaluation purposes, on a single microcomputer. Licensee may make copies of the Pre-Release Software for backup purposes only, provided that Licensee reproduces Vendor's copyright and other proprietary rights notices on all such copies. This license does not include any rights to disclose, sublicense, or otherwise transfer the Pre-Release Software, related documentation, or other proprietary information of Vendor.

2. BETA TEST

Licensee understands and acknowledges that (i) it is participating in Vendor's Beta Test for the Pre-Release Software, (ii) it is receiving a preliminary version of the Pre-Release Software, and (iii) the Pre-Release Software may not operate properly, may not perform all functions for which it is intended or represented, and may not operate error-free. Licensee agrees to use the Pre-Release Software primarily for purposes of evaluation, agrees to provide Vendor with its comments, criticisms, and suggestions for changes with respect to the Pre-Release Software, and agrees to help Vendor identify any and all errors or malfunctions in the operation of the Software.

Licensee agrees to use the Pre-Release Software primarily for purposes of evaluation and to participate in Vendor's Beta Test as follows:

a. Licensee's personnel shall report each instance of any failure or malfunction of the Pre-Release Software ("Program Failure") in full (including, without limitation, description of the application then underway and the specifics of the Program Failure). If any Program Failure results in damage to files or data or if the frequency of Program Failures is excessive under the circumstances, Licensee shall also promptly notify Vendor of this fact. Copies of the reports regarding Program Failures shall be forwarded to Vendor.

b. Following termination of the Beta Test period, the Licensee shall fill out a Beta Test completion survey.

3. OWNERSHIP

The Pre-Release Software, the related documentation, and all authorized copies thereof shall remain the exclusive property of Vendor and shall not be used in any way other than as allowed by this Agreement. Licensee acknowledges that, as between Vendor and Licensee, the Pre-Release Software and its related documentation and all copyrights, trade secret rights, and other intellectual property rights with respect thereto, are and will at all times be the property of Vendor, even if suggestions made by Licensee are incorporated into subsequent versions of the Pre-Release Software or related documentation.

4. CONFIDENTIALITY

Licensee acknowledges that the Pre-Release Software, related documentation, and other related materials provided by Vendor, and the Beta Test results compiled by Licensee, are the confidential information of Vendor ("Confidential Information"). Licensee agrees to use the Confidential Information only for the limited term of this license and solely for the purpose of participating in Vendor's Beta Test, and further agrees to take all steps reasonably necessary to maintain and protect the Confidential Information in the strictest confidence for the benefit of Vendor. Licensee agrees that it will not at any time, without the express written permission of Vendor, disclose the Confidential Information directly or indirectly to any third person, except to employees of Licensee who have expressly agreed in writing to be bound by the terms of this Agreement.

Confidential Information shall not include information that is (1) already in the public domain; (2) becomes generally known or available by publication, commercial use, or general sale of copies of the Pre-Release Software by Licensee; (3) discovered or created by Licensee independent of any involvement with Vendor or the Pre-Release Software; or (4) otherwise learned by Licensee through legitimate means other than from Vendor or anyone connected with Vendor.

Licensee's obligations with respect to the Confidential Information shall continue for the shorter of 1 year (One) years from the date of its receipt of the Confidential Information, or until such information is subject to one of the exclusions set forth above.

5. DISCLAIMER OF ALL WARRANTIES

LICENSEE ACKNOWLEDGES AND UNDERSTANDS

a. THAT IT IS RECEIVING A PRELIMINARY BETA TEST VERSION OF THE PRE-RELEASE SOFTWARE AND RELATED DOCUMENTATION

b. THAT THE PARTIES EXPECT MAY CONTAIN SIGNIFICANT ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE AGREES AND ACKNOWLEDGES THAT VENDOR SHALL HAVE NO RESPONSIBILITIES TO LICENSEE TO CORRECT ANY DEFECTS OR PROBLEMS IN THE PRE-RELEASE SOFTWARE OR THE RELATED DOCUMENTATION, OR TO ASSURE THAT THE PRE-RELEASE SOFTWARE OPERATES PROPERLY. VENDOR DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PRE-RELEASE SOFTWARE AND THE RELATED DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PRE-RELEASE SOFTWARE AND THE RELATED DOCUMENTATION IS PROVIDED "AS IS", AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF ITS USE, QUALITY, AND PERFORMANCE.

6. DISCLAIMER OF LIABILITY

BECAUSE OF THE NATURE OF THIS BETA TEST AGREEMENT, LICENSEE AGREES AND ACKNOWLEDGES THAT VENDOR SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE FOR ANY PROBLEMS IN OR CAUSED BY THE PRE-RELEASE SOFTWARE OR THE RELATED DOCUMENTATION, WHETHER DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING LOSS PROFITS).

7. TERM AND TERMINATION

The term of this Agreement shall be for a period of ninety (90) days, unless sooner terminated as provided herein. Either party, however, may terminate this Agreement at any time upon five (5) days' written notice.

Upon termination of this Agreement, Licensee will (i) erase or otherwise destroy all copies of the Pre-Release Software that are fixed or resident in the memory or hard disks of computers owned or controlled by Licensee and (ii) return to Vendor all other existing copies (including original copies) of part or all of the Pre-Release Software and related documentation.

8. GENERAL PROVISIONS

a. Assignment. This Agreement may not be assigned by Licensee or by operation of law to any other person, persons, firms, or corporations without the express written approval of Vendor.

b. Notices. All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the receiving party set forth in this Agreement (or at such different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier, and shall be deemed complete upon receipt.

c. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California.

d. Relationship of the Parties. Each party is acting as an independent contractor and not as an agent, partner, or joint venture with the other party for any purpose. Except as provided in this Agreement, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.

e. Survival of Certain Provisions. The obligation of confidentiality set forth in the Agreement shall survive the termination of the Agreement by either party for any reason.

f. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.

g. All Amendments in Writing. No provisions in either party's purchase orders, or in any other business forms employed by either party, will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.

h. Entire Agreement. The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party.

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