BETA TEST AGREEMENT
PRINTERASSISTANT+™ & WEB ROCKET SOLUTIONS, INC.
PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: This Beta Test Agreement (hereinafter the “Agreement”) is a legal agreement between (a) you (either an individual or a single entity) (hereinafter “Recipient,”) and (b) Web Rocket Solutions, Inc. (hereinafter the “Company.”)
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, TEST, OR OTHERWISE USE THE SOFTWARE PRODUCT.
SECTION 1: DEFINITIONS
1.1. “Recipient” shall mean the entity or individual that installs and/or uses the Software Product as a “Beta Tester.”
1.2. “Company” shall mean Web Rocket Solutions, Inc., and PrinterAssistant+TM, a New Jersey Corporation, having a principal place of business at 558 Central Avenue, New Providence, New Jersey 07974.
1.3. “Software Product” shall mean computer software and may include associated media, printed materials and “online” or electronic documentation delivered with PrinterAssistant+™.
SECTION 2: COMPANY’S OBLIGATIONS
2.1. Company shall provide Recipient with a copy of the Software Product and any and all necessary documentation, and shall instruct Recipient on how to use the Software Product and the desired test data to be gained thereby. Upon satisfactory completion of the testing, Company shall furnish Recipient with one (1) free year’s access to the Software Product, contingent upon Company’s decision to proceed with the release of the Software Product to the public. Recipient shall be entitled to the same benefits to which regular users of the Software Product shall be entitled.
SECTION 3: GRANT OF LICENSE
3.1. Subject to the terms and conditions of this Agreement, Company grants Recipient a nonexclusive, nontransferable license to use the Software Product for a period designated by Company for the sole purpose of testing and evaluating the Software Product.
SECTION 4: RECIPIENT’S OBLIGATIONS
4.1. Recipient shall test the Software Product under normally expected operating conditions in Recipient’s environment during the Test Period. Recipient shall gather and report to Company test data as mutually-agreed between Company and Recipient. Recipient shall allow Company to access the Software Product during normal working hours for inspection, modifications and maintenance.
SECTION 5: TEST PERIOD; RETURN UPON TERMINATION
5.1. The Test Period shall commence from the date the Recipient clicks that it agrees hereto and shall last for a period of six (6) months. This Agreement shall terminate at the end of the Test Period or whenever Company requests Recipient return the Software Product, whichever first occurs. All obligations contained in Section 5 shall survive the termination of this Agreement and the end of the Test Period.
5.2. Upon the conclusion of the Test Period, or, at Company’s request, Recipient shall promptly return to Company the original and all copies of the Software Product and all related materials within ten (10) days and shall erase all portions thereof from any computer or other device onto which it was installed.
SECTION 6: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION; SOFTWARE PRODUCT AS TRADE SECRET
6.1. Recipient agrees that it will at all times will hold in strict confidence and not disclose Confidential Information (as defined below) to any Third Party except as approved in writing by Company and will use the Confidential Information for no purpose other than evaluating the Software Product. Recipient shall only permit access to Confidential Information to those of its employees having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. “Confidential Information” means all non-public materials and information provided or made available by Company to Recipient, including products and services, information regarding technology, know-how, processes, software programs, research, development, financial information and information Company provides regarding Third Parties.
6.2. Recipient acknowledges that the Software Product is proprietary to, and a valuable Trade Secret of, Company and is entrusted to Recipient only for the purposes set forth in this Agreement. Recipient shall treat the Software Product in the strictest confidence and shall not (1) disclose any information about the Software, its design and performance specifications, its code, and the existence of the best test and its results to anyone other than Recipient’s employees who are performing the testing; (2) copy any portion of the Software Product or documentation, except to the extent necessary to perform the beta testing; and (3) reverse engineer, decompile, or disassemble the Software Product or any part thereof.
6.3. Recipient’s obligations under this Agreement with respect to any portion of the Confidential Information or Trade Secret shall terminate when Recipient can document that: (a) it was in the public domain at the time it was communicated to Recipient; (b) it entered the public domain subsequent to the time it was communicated to Recipient through no fault of Recipient; (c) it was in Recipient’s possession free of any obligation of confidence at the time it was communicated to Recipient; (d) it was rightfully communicated to Recipient free of any obligation of confidence subsequent to the time it was communicated to Recipient; or (e) it was developed by employees or agents of Recipient who had no access to any information communicated to Recipient. After Recipient’s evaluation of the Software Product is complete, or upon request of Company, Recipient shall promptly return to Company all documents, notes and other tangible materials and return or certify the destruction of all electronic documents, notes, software, data, and other materials in electronic form representing the Confidential Information and all copies thereof.
SECTION 7: PROPERTY RIGHTS
7.1. Recipient agrees that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right. Recipient shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information or the Software Product. Recipient will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information or the Software Product.
7.2. Recipient agrees that in consideration of the rights granted herein, it will provide information, including but not limited to test results and feedback, to Company. Company shall have a perpetual and irrevocable right to use, evaluate and otherwise exploit all such information, including but not limited to Recipient feedback, without accounting or compensation to Recipient. Recipient shall retain no rights therein.
SECTION 8: DISCLAIMER OF WARRANTY
8.1. This Software Product is a beta release offering and is not at the level of performance of a commercially available product offering. The Software Product may not operate correctly and may be substantially modified prior to first commercial release, or at Company’s option may not be released commercially in the future. THE SOFTWARE PRODUCT AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY COMPANY, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH RECIPIENT.
SECTION 9: LIMITATION OF LIABILITY
9.1. COMPANY AND ITS LICENSORS SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE PRODUCT OR THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $50.00 OR THE AMOUNT RECIPIENT ACTUALLY PAID COMPANY UNDER THIS AGREEMENT (IF ANY).
SECTION 10: MISCELLANEOUS
10.1. Recipient’s obligations under this Agreement shall survive any termination of this agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Recipient hereby agrees that breach of this Agreement will cause Company irreparable damage for which recovery of damages would be inadequate, and that Company shall therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. Recipient understands and acknowledges that the Software Product is provided for its own use for testing purposes only. This Agreement does not constitute a grant of right or an intention or commitment to grant any right, title or interest in the Software Product or the Company’s trade secrets to Recipient. Recipient may not sell or transfer any portion of the Software Product to any Third Parties or use the Software Product in any manner to produce, market or support its own products. Recipient shall clearly identify the Software Product as its own property. This Agreement is personal to Recipient. Recipient shall not assign or otherwise transfer any rights or obligations under this Agreement.