06
Feb

BETA TESTING LICENSE AGREEMENT

HESIOD SOFTWARE V.O.F (“HESIOD”) LICENSES THIS SOFTWARE PRODUCT TO YOU SUBJECT TO THE TERMS CONTAINED IN THIS BETA TESTING 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 “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.

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

1. ASSENT TO BE BOUND

1.1 By executing a written copy of this Agreement, or by installing, copying or otherwise using this Software, you agree to be bound by the terms of this Agreement. If you do not agree with any term or condition, do not download, order, open, install or use the Software or product package.

2. BETA DISCLAIMER

2.1 THE BETA 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.

3. CONFIDENTIALITY

3.1 You agree that, unless otherwise specifically provided herein or agreed by HESIOD in writing, the Software and the Documentation, including the specific design and structure of individual programs and the Software (“Beta Software Product”), provided to you by HESIOD constitute confidential proprietary information of HESIOD.

4. FEEDBACK

4.1 It is expressly understood, acknowledged and agreed that you shall, regardless of whether or not formally requested to do so, provide to HESIOD reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, “Feedback”). If you provide such Feedback to HESIOD, you shall grant HESIOD the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights:
(i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any HESIOD product, technology, service, specification or other documentation (individually and collectively, “Hesiod Products”);
(ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Hesiod Product;
(iii) solely with respect to Licensee’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and
(iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a Hesiod Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require HESIOD to comply with any additional obligations with respect to any Hesiod Products that incorporate any Feedback.

5. RESTRICTIONS ON GRANT

5.1 Except as otherwise specifically permitted in this Agreement, you may not: (a) modify or create any derivative works of any Software or documentation, including translation or localization; (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) copy the Software except as provided in this Agreement or elsewhere by HESIOD; (c) separate Software, which is licensed as a single product, into its component parts; (d) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product the Software (except to the extent applicable laws specifically prohibit such restriction); (e) redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. You may NOT transfer the Software under any circumstances; (f) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (g) publish any results of benchmark tests run on any Software to a third party without HESIOD prior written consent.

6. BETA-SOFTWARE PRODUCT SUPPORT

6.1 HESIOD is under no obligation to provide technical support under the terms of this EULA, and provides no assurance that any specific errors or discrepancies in the Software will be corrected. HESIOD may, in its sole and exclusive discretion, make available for contact during the term of this Agreement certain product development personnel.

7. OWNERSHIP AND COPYRIGHT OF SOFTWARE

7.1 All rights, titles and interest in and to the Software and all copyright rights in and to the Software (including but not limited to any images, photographs, logos, animations, video, audio, music, text, and “applets” incorporated into the Software) and any copies of the Software are owned by HESIOD. The Software is copyrighted and is protected by copyright laws and international treaty provisions. The Software is licensed. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, HESIOD does not grant any express or implied right to you under HESIOD patents, copyrights, trademarks, or trade secret information.

8. TERM OF THIS AGREEMENT

8.1 Your rights with respect to the Beta Software, shall commence on the date you accept the terms and conditions of this Beta Software and shall terminate upon the earlier of (a) the initial commercial release by HESIOD of a generally available version of the Software or (b) 150 days after the date you receive the Software or any update thereto. Either party may terminate this Agreement at any time for any reason or no reason. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using, the Software, Documentation, and all other tangible items in your possession or control that are proprietary to or contain Confidential Information.

9. DISCLAIMER

9.1 THE SOFTWARE AND DOCUMENTATION ARE LICENSED “AS IS,” AND HESIOD DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, HESIOD EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.

10. LIMITATION OF LIABILITY

10.1 Provision of any Software under this Agreement is experimental and shall not create any obligation for HESIOD to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party.
HESIOD’S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR INSTALLATION OR USE OF THE SOFTWARE AND DOCUMENTATION SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES, IF ANY, PAID TO HESIOD BY YOU UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL HESIOD BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF HESIOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. GOVERNING LAW AND CHOICE OF FORUM

11.1 This Agreement shall be governed by and interpreted in accordance with the laws of The Netherlands and by international copyright regulations and treaties, without regard to the conflicts of law rules thereof. The exclusive jurisdiction and venue to adjudicate any dispute arising out of these License Terms shall be of the courts of The Netherlands.

12. EXPORT RESTRICTIONS

12.1 You acknowledge that Software is of Dutch origin. Recipient agrees to comply with all applicable international and national laws that apply to the Software.

13. ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive agreement between you and HESIOD with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein.
In the event of invalidity of any provision of this Agreement, the invalidity shall not affect the validity of the remaining portions of this Agreement.
The terms and conditions concerning confidentiality and restrictions on use shall remain in force even after any termination. HESIOD may revise these Terms at any time and the revised terms shall automatically apply to the corresponding versions of the Software distributed with the revised terms. If any part of these Terms is found void and unenforceable, it will not affect the validity of rest of the Terms, which shall remain valid and enforceable. In case of controversy or inconsistency between translations of these Terms to other languages, the English version issued by HESIOD shall prevail.

Contact HESIOD at e-mail address: [email protected]

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