Please read this agreement carefully
Software Beta License Agreement
Ejenta is willing to license this software and documentation (the “Beta Software”) to you (“You”) only on the condition that You accept all of the terms in this Software Beta License Agreement (the “Agreement”). If You are an employee or agent of a company (the “Company”) and are entering into this Agreement to obtain the Beta Software for use by the Company for its own business purposes, You hereby agree that You enter into this Agreement on behalf of the Company and that You have the authority to bind the Company to the terms and conditions of this Agreement.
You acknowledge that You have read this Agreement, understand it, and agree to be bound by it. If You do not agree to any of the terms below, Ejenta is unwilling to license the Beta Software to You, You are not authorized to use the Beta Software for any purpose, and You should not check the box indicating that you have read through and agree to the terms of this Agreement.
- License Grant. Subject to the terms and conditions of this Agreement, Ejenta grants You a limited, non-exclusive, revocable, non-transferable, personal, non-sublicensable license to install and use the Beta Software, in machine readable form only, solely to test and evaluate the Beta Software during the Beta Test Period (as defined in Section 6 below). You will not use the Beta Software in a production environment for the benefit of your employees or any third party.
- Restrictions. The license granted in Section 1 is granted solely to You and not to any parent, subsidiary, affiliate, or third party. You may not use or copy the Beta Software, or any copy thereof, in whole or in part except as expressly provided in this Agreement. You acknowledge that the Beta Software and its structure, sequence, organization, and source code contain valuable trade secrets of Ejenta, its affiliates, and its licensors. You will not, nor will You permit, assist, or encourage any third party to: (a) modify, adapt, alter, translate, or create derivative works from the Beta Software; (b) merge the Beta Software with other software; (c) sublicense, lease, rent, or loan the Beta Software, or otherwise transfer the Beta Software to any third party; (d) use the Beta Software for the provision of any service for the benefit of any third party; (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Beta Software, except and only to the extent that such activity is expressly permitted by applicable law; (f) remove, obscure, or alter Ejenta’s copyright notices, trademarks, and other proprietary rights notices affixed to or contained within the Beta Software; (g) disclose, publish, or present any information related to the Beta Software to a third party without the prior written consent of Ejenta; or (h) otherwise exercise rights to the Beta Software except as expressly allowed under Section 1.
- Ownership. The Beta Software is licensed, not sold, to You for Your use only under the terms of this Agreement, and Ejenta, its affiliates, and its licensors reserve all rights in and to the Beta Software not expressly granted to You. The Beta Software, and all worldwide intellectual property rights and proprietary rights relating thereto or embodied therein, are the exclusive property of Ejenta, its affiliates, and its licensors. No licenses or rights are granted by implication, estoppel, or otherwise.
- Your Obligations.
- You are encouraged to provide to Ejenta comments, criticisms, suggested improvements, and other feedback about the use, operation, functionality, and features of the Beta Software (collectively, the “Feedback”). The Feedback may include, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, user-desired features, the results of any and all benchmark or similar testing conducted within the Beta Test Period, and any unusual, unplanned, or out-of-the-ordinary Beta Software performance observed by You or your personnel.
- You agree that Ejenta has the right to use the Feedback at its sole discretion, including incorporating all or some of the Feedback into the products, services, or Beta Software of Ejenta or any other party, all without notice to, payment to, or consent from You. This right is an unlimited, perpetual, fully paid-up, worldwide, non-exclusive, fully transferable, fully sublicensable, and irrevocable right to execute, reproduce, distribute, perform, display, modify, create derivative works of, make, have made, use, import, sell, offer to sell, and otherwise transfer the Feedback and to practice or have practiced any process or method involved in any use thereof.
- Support. Ejenta may, in its sole discretion, provide You with certain reasonable support and consultation with respect to the Beta Software free of charge to assist in your evaluation and testing activities under this Agreement; provided, however, that Ejenta is not obligated to correct any bugs, defects, or errors in the Beta Software or otherwise support or maintain the Beta Software. If You wish to obtain additional support or consulting services concerning the Beta Software and Ejenta, in its sole discretion, agrees to provide such additional support or consulting services, such support and services will be provided at Ejenta’s then-current rates, or as otherwise agreed by the parties.
- Term; Termination; Return of Beta Software. The Agreement becomes effective when You agree to the terms and conditions of this Agreement by checking the box on the registration page or by opening, installing, using, accessing, or manipulating the Beta Software (the “Effective Date”) and will continue for one hundred and eighty (180) days thereafter (the “Beta Test Period”) unless (i) sooner terminated by either party, or (ii) extended by Ejenta. Either party may terminate this Agreement, with or without cause, immediately upon written notice to the other party. Upon the expiration or any termination of this Agreement, the license granted to You hereunder will terminate and You, at your expense, will promptly return all copies of the Beta Software and all Confidential Information in your possession to Ejenta.
- The Beta Software and all information provided by Ejenta about the Beta Software is confidential information of Ejenta (“Confidential Information”). You will not disclose Confidential Information to any third party or use Confidential Information for any purpose other than as expressly permitted in this Agreement. You agree that You will treat all Confidential Information with the same degree of care as You accord to Your own confidential information, which in no event will be less than reasonable care.
- You will not disclose the existence of this Agreement, the existence, features, or capabilities of the Beta Software, or any of the activities pursued hereunder, without Ejenta’s prior written consent.
- The Beta Software is provided “as is” without any warranty of any kind whatsoever. Ejenta, on behalf of itself and its affiliates and licensors, hereby expressly disclaims all warranties with regard to the Beta Software, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. To the extent that, as a matter of applicable law, any implied or statutory warranty may not be disclaimed, the duration and scope of such warranty will be the minimum permissible under such applicable law.
- The Beta Software is not intended for any productive use of any kind. You agree that Ejenta and its affiliates and licensors will have no liability of any nature as a result of any such use of the Beta Software outside of the testing environment.
- Limitation of Liability.
- In no event will Ejenta or its affiliates or licensors be liable for any consequential, indirect, exemplary, special, or incidental damages, including any lost data and lost profits, arising from or relating to the Beta Software or this Agreement, even if it has been advised of the possibility of such damages. To the extent that, as a matter of applicable law, liability for consequential, indirect, exemplary, special, or incidental damages may not be excluded or limited, Ejenta’s liability for such damages will be limited to the minimum permissible under such applicable law.
- Ejenta’s and its affiliates’, and licensors’ total cumulative liability in connection with this Agreement and the Beta Software, whether in contract or tort or otherwise, will not exceed twenty-five U.S. dollars ($25). You acknowledge that the license fees (or lack thereof) reflect the allocation of risk set forth in this Agreement and that Ejenta would not enter into this Agreement without these limitations on its liability.
- Ejenta does not guarantee that it will make a commercial release of a version of the Beta Software available. You acknowledge and agree that the Beta Software is a pre-release version, does not represent final product from Ejenta, and may contain bugs, errors, or other problems that could cause Beta Software failures and other damages, including, without limitation, damage to Your computer. Your use of the Beta Software is entirely at your own risk.
- In order to download and install the Beta Software, You may be required to register with Ejenta and provide Ejenta with certain limited personal data. In such case, by accepting this Agreement, You agree to register the Beta Software download as a condition of Your use of the Beta Software under this Agreement, and You consent to having certain limited personal data stored outside the country where You are located and/or in jurisdictions where privacy laws may not be as stringent as those in your own country.
- The Beta Software will gather information about Your computer system (“System Information”) and send that data to Ejenta. System Information may include, without limitation: cookies, HTML5 storage files, flash cookies, data about visits to Ejenta’s website and Your activity there, information about Your computer’s operating system and browser version, username, email address and a master password that is used to encrypt Your website passwords, and logs of events including logins, password changes and devices authorized. You understand and acknowledge that Your use of the Beta Software will result in the information described above being sent to Ejenta, and by accepting this Agreement, You consent to the transmission of such information. Ejenta does not use the information described above to identify or contact You. Ejenta may, however, use such information to improve its products and/or services and to develop aggregate statistics. You consent to such uses, and You hereby grant Ejenta an unrestricted, royalty-free, perpetual license to use and modify the information described above for such purposes. By accepting this Agreement, You acknowledge that it may be possible for such data to be transmitted to Ejenta and its Affiliates, wherever their location, including without limitation, outside the European Union, and you consent to such transmission.
- Compliance with Laws. You will comply with all laws, regulations, rules, ordinances, and orders applicable to your use of the Beta Software. Without limiting the foregoing, the Beta Software and related technology are subject to U.S. export control laws and regulations, and may be subject to export or import laws or regulations in other countries. You agree: (a) to comply strictly with all such laws and regulations; (b) not to directly or indirectly export, import or transmit the Beta Software contrary to the laws or regulations of any governmental entity that has jurisdiction over such export, import, transmission, or use; and (c) not to use or transfer the Beta Software for any use relating to nuclear, chemical, or biological weapons, or missile technology, unless authorized by the U.S. government by regulation or specific written license. You hereby agree to indemnify and hold Ejenta and its licensors harmless from any and all claims, damages, losses, and expenses (including, without limitation, attorneys’ fees) arising from any breach of this Section.
- U.S. Government End Users Only. The Beta Software is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Beta Software with only those rights set forth therein.
- Governing Law; Jurisdiction and Venue. If You are located in the United States or Canada: this Agreement will be governed by the laws of the State of Colorado in the United States of America, without regard to or application of any conflicts of law rules or principles; any dispute, claim, or controversy initiated by You that arises out of or relates to this Agreement will be brought exclusively in the federal or state courts located in Denver County or Boulder County, Colorado, USA; and You hereby irrevocably waive any objection to the jurisdiction of such courts over any such dispute, claim, or controversy. If you are located outside of the United States or Canada: this Agreement will be governed by the laws of the Republic of Ireland, without regard to or application of any conflicts of law rules or principles; any dispute, claim, or controversy initiated by You that arises out of or relates to this Agreement will be brought exclusively in the courts of the Republic of Ireland; and You hereby irrevocably waive any objection to the jurisdiction of such courts over any such dispute, claim, or controversy. Notwithstanding the foregoing, nothing in this Agreement will prevent Ejenta from seeking injunctive relief to enforce the terms of this Agreement in any venue or jurisdiction, as determined in Ejenta's sole discretion), and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its costs, expenses, and reasonable attorneys' fees, in addition to any other relief it may receive.
- Modification; Waiver; Severability. All modifications, waivers, and amendments must be in writing and signed by both parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof will be unaffected and continue in full force and effect.
- Assignment. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors, and assigns of the parties hereto. You may not assign any of your rights or obligations under this Agreement without the prior written consent of Ejenta. Any attempted assignment or transfer in violation of the foregoing will be void.
- Survival. The obligations of Sections 2, 3, 4(b), and 7 through 17 will survive termination or expiration of this Agreement for any reason.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral.
If You have any questions regarding this Agreement or the Beta Software, please contact the party that supplied the Beta Software to You.
The Beta Software is protected by United States and other Copyright Law and international treaty.
Unauthorized reproduction or distribution is subject to civil and criminal penalties.
© 2013 Ejenta Inc. All rights reserved.