BETA SOFTWARE LICENSE AGREEMENT
UNspecified, llc (“COMPANY”) IS WILLING TO GRANT YOU (“PARTICIPANT”) THE LICENSE DESCRIBED HEREIN SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING ON THE "I AGREE" BUTTON, AS CLICKING ON THIS BUTTON WILL INDICATE PARTICIPANT’S ASSENT TO THEM. IF PARTICIPANT DOES NOT AGREE TO THESE TERMS, THEN CLICK ON THE "I DISAGREE" BUTTON AND PROMPTLY EXIT THIS SOFTWARE, AND RETURN THE PRODUCT SOLD AND LICENSED TO PARTICIPANT BY COMPANY, AND DESTROY ANY COPIES PARTICIPANT HAS MADE OF THE SOFTWARE.
1. Beta Testing. Company is in the process of development of Emblem CircuitBuilder software (the “Software”). Company desires that the Software be tested prior to its general availability and Participant wishes to beta test such Software (“Beta Test”)
2. License. Company grants to Participant a non-exclusive, non-transferable license to use the Software on a single computer solely to internally Beta Test the Software until 12/31/2020 (unless terminated earlier as provided herein) at which time the Software and all copies shall be returned to Company, or destroyed and verified by Participant as having been destroyed.
3. Participant Obligations.
Participant shall provide reasonable feedback to Company, including but not limited to useability and bug reports, test results, comments, ideas, suggestions, inventions, developments, or other written, oral, or other input with respect to the modification, enhancement, improvement, or development of the Software (collectively, "Feedback"). Company may implement such Feedback without compensating Participant in any way. Participant hereby assigns to Company all right, title and interest in all Feedback.
Participant shall install all fixes, releases, and updates to the Software, if any, as delivered to Participant.
Participant shall use the Software only for Beta Testing as authorized in this Agreement, and instruct its employees having access to the Software to act in conformity with Participant's obligations under this Agreement.
Participant shall maintain the confidentiality of the operations, features and performance of the Software.
Participant shall not modify, reverse engineer, disassemble or decompile the Software, or permit any other party to take such actions.
Participant shall not demonstrate, copy, sell or market the Software to any third party.
4. Operating Procedures; Reservations
Participant is responsible for establishing backup, log, batch, review, and other procedures and controls appropriate to maintain the integrity and continuity of Participant's operations.
Company is under no obligation to make any changes or modifications to the Software suggested by Participant. Company makes no representation that there will ever be a generally available version of the Software. Company reserves the right, with or without prior notice, to discontinue work on the Software or to revise the Software so it provides different features, features in different combinations, and/or different environment configurations.
5. LIMITATIONS ON WARRANTY AND LIABILITY
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT ANY WARRANTY WHATSOEVER. PARTICIPANT ACKNOWLEDGES THAT THE BETA RELEASE OF THE SOFTWARE IS NOT A FULLY TESTED PRODUCT OFFERING, AND THAT THE SOFTWARE AND ANY ASSOCIATED DOCUMENTATION MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH APPLICABLE SPECIFICATIONS, AND PRODUCE UNINTENDED OR ERRONEOUS RESULTS WHEN OPERATED IN COMBINATION WITH OTHER PRODUCTS. PARTICIPANT'S USE OF THE SOFTWARE IS AT PARTICIPANT'S SOLE RISK.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL) RESULTING FROM ANY DEFECT IN THE SOFTWARE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
PARTICIPANT SHALL BE RESPONSIBLE FOR ANY USE OF THE SOFTWARE IN PARTICIPANT'S OPERATIONS. PARTICIPANT SHALL BE RESPONSIBLE FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE SOFTWARE IF PARTICIPANT INTENDS TO USE OR RELY ON SUCH OUTPUT FOR BUSINESS PURPOSES. PARTICIPANT SHALL FOLLOW PROPER BACKUP PROCEDURES FOR ANY OTHER PROGRAMMING AND ALL DATA TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM USE OF ANY OR ALL OF THE SOFTWARE.
6. OWNERSHIP AND CONFIDENTIALITY
Company shall have sole and exclusive ownership of all right, title, and interest in and to the Software and any additions or modifications thereto suggested by Participant personnel during the Beta Test or as a result of any other collaboration between Company and Participant. Upon Company's request, Participant agrees to execute such further instruments and take such further action as Company may reasonably request to effect ownership of any such additions or modifications.
Participant agrees to maintain in confidence the Software and all information relating to the design, development, operation, testing, or use of the Software or any additions or modifications thereto. Participant 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. Participant further agrees not to disclose such information to anyone other than those of its employees, and such contractors as Company may approve, under nondisclosure obligations, who have a need to know such information in connection with the Beta Test. Upon completion of the Beta Test, unless Participant and Company enter into a further signed, written license agreement for the extended use of the Software, Participant agrees to return all such information in its possession. Participant further agrees to certify its compliance with such obligation if requested by Company. The foregoing confidentiality obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on Company's information, or approved for release by Company without restriction.
Either party may terminate the Beta Test and this Agreement at any time by providing written notice to the other party.
Upon expiration or termination of the Beta Test for any reason, provided that Participant has not entered into a License Agreement with Company on mutually agreeable terms for the ongoing use of the Software, Participant shall immediately return to Company all copies of any media and documentation that relate to the design, development, operation, testing, or use of the Software or any additions or modifications thereto, and shall destroy all copies of the Software or other information on Participant's computer systems. Participant agrees to certify its compliance with the foregoing compliance in writing promptly upon Company's request.
Company may refer to Participant by name and/or title in advertising and promotional materials in connection with Participant's participation in the Beta Test.
The provisions of Sections 5, 6, 7 and 8 shall survive termination of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard for principles of choice of law. All disputes with respect to this Agreement shall be brought and heard either in the North Carolina state courts located in Wake County, North Carolina, or the federal district court for the Eastern District of North Carolina located in Raleigh, North Carolina. The parties to this Agreement each consent to the in personal jurisdiction and venue of such courts
This Agreement constitutes the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof, and supersede all prior oral and written proposals, representations, or other communication related to the subject matter hereof.
BY CLICKING ON THE “I ACCEPT” BUTTON BELOW AND USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.