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(a) “Beta Software” shall mean the Beta version of TransferChain services and/or software including any Updates thereto, in service, object and source form, (excluding any Open Source Software provided with such software), and the media and Documentation provided by the Company to Licensee and for which Licensee is granted a use license pursuant to this Agreement. Beta Software is comprised of a cloud software that encrypt and shard data on client-side before storing and transferring data on a distributed network.
(b) “Documentation” shall mean the printed or online written reference material furnished to Licensee in conjunction with the Beta Software, including, without limitation, instructions, run rules, Beta testing guidelines, and end user guides.
(c) “Intellectual Property Rights” shall mean all intellectual property rights, including, without limitation, patent, copyright, trademark, and trade secret.
(d) “Open Source Software” means various open source software components provided with the Beta Software that are licensed to you under the terms of the applicable license agreements included with such open source software components or other materials for the Beta Software.
(e) “Updates” shall mean a modification, error correction, bug fix, new release, or other update to or for the Beta Software.
(f) “Confidential Information” means all non-public materials and information provided or made available by Company to Licensee, including products and services, characteristics, performance, potential shipment date of the Beta Software, the Beta Software itself, information regarding technology, know-how, processes, software programs, research, development, financial information and information the Company provides regarding third parties.
2. LICENSE GRANT, USE AND OWNERSHIP
(a) Limited License. Subject to the terms and conditions of this Agreement, the Company grants to Licensee a non-exclusive, nontransferable license (without the right to sublicense) (i) to use the Beta Software in accordance with the Documentation solely for purposes of internal testing and evaluation, (ii) to use the Documentation provided with the Beta Software in support of Licensee’s authorized use of the Beta Software, and (iii) to copy Beta Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies. Nothing in this limited license permits Licensee to modify the Beta Software.
(b) Evaluation Feedback. The purpose of this limited license is the testing and evaluation of the Beta Software and Documentation. In furtherance of this purpose, Licensee shall provide feedback to the Company concerning the functionality and performance of the Beta Software from time to time as reasonably requested by the Company, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). Such Feedback will be in a manner convenient to Licensee and will be subject to reasonable availability of Licensee’s personnel. Notwithstanding the foregoing, prior to Licensee disclosing to the Company any information in connection with this Agreement which Licensee considers proprietary or confidential, Licensee shall obtain the Company’s prior written approval to disclose such information to the Company, and without such prior written approval from the Company, Licensee shall not disclose any such information to the Company. Feedback and other information which is provided by Licensee to the Company in connection with the Beta Software or this Agreement may be used by the Company to improve or enhance its products.
(c) Restrictions. Licensee shall not copy or use the Beta Software (including the Documentation) or disseminate Confidential Information, as defined below, to any third party except as expressly permitted in this Agreement. Licensee will not, and will not permit any third party to, sublicense, rent, copy, modify, create derivative works of, translate, reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form any portion of the Beta Software or accompanying Documentation.
(d) Ownership. The Company shall own and retain all right, title and interest in and to the Intellectual Property Rights in the Beta Software and any derivative works thereof, subject only to the limited license expressly set forth in Section 2(a) hereof. Licensee does not acquire any other rights, express or implied, in the Beta Software. All rights not expressly granted hereunder are reserved to the Company.
(e) No Support Services. The Company is under no obligation to support the Beta Software in any way or to provide any Updates to Licensee. In the event the Company, in its sole discretion, supplies any Update to Licensee, such Update shall be deemed Beta Software hereunder and shall be subject to the terms and conditions of this Agreement.
(f) Open Source Software. The terms and conditions of this Agreement shall not apply to any Open Source Software accompanying the Beta Software. Any such Open Source Software is provided under the terms of the open source license agreement or copyright notice accompanying the Beta Software.
3. TERM AND TERMINATION
Unless otherwise terminated as specified under this Agreement, Licensee’s rights with respect to the Beta Software will terminate upon the earlier of (a) the initial release by the Company of a generally available version of the Software or (b) two year after acceptance of this agreement. Both parties may terminate this Agreement at any time for any reason or no reason. The Company shall immediately terminate this Agreement and any Licensee rights with respect to the Beta Software without notice in the event of improper disclosure of the Company’s Beta Software as specified under Section 4 (Confidentiality) below. Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to the Company (or, at the Company’s request, destroy), the Beta Software, Documentation, and all other tangible items in Licensee’s possession or control that are proprietary to or contain Confidential Information. The rights and obligations of the parties set forth in Sections 2(b) 2(c), 2(d), 2(e), 2(f), 3, 4, 5, 6 and 7 shall survive termination or expiration of this Agreement for any reason.
4. CONFIDENTIAL INFORMATION
Licensee acknowledges that as a participant in the Beta Software test, Licensee will be given confidential trade secret information. Licensee agrees that it will at all times hold in strict confidence and not disclose Confidential Information to any third party except as approved in writing by the Company and will use the Confidential Information for no purpose other than evaluating the Beta Software. Licensee shall only permit access to Confidential Information to those individuals having a need to know and who have signed confidentiality agreements with the Company.
Licensee acknowledges that disclosure of Confidential Information could cause serious and irreparable harm to Company and, as an essential term and condition of participating in the Beta Software test, agrees to maintain the Confidential Information in strict confidence and not to disclose Confidential Information to any person or organization until the date on which Company first makes this information publicly available ("Non-Disclosure Period"). Copies of the Beta Software, screenshots of the Beta Software, and all documentation associated with this Beta Software should be considered confidential. During the Non-Disclosure Period, Licensee additionally agrees not to disseminate, publish, or otherwise communicate any review, account, description or other information concerning the Beta Software, except directly to Company or with the express prior written consent of Company.
5. USER CONDUCT
You will comply with all applicable laws in connection with your access and use of the Beta Software, and you are solely responsible for your conduct while accessing or using the Beta Software. Further, you will not:
Use the Beta Software in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Beta Software or that could damage, disable, overburden or impair the functioning of the Beta Software in any manner;
reverse engineer any aspect of the Beta Software or do anything that might discover the source code of the Beta Software (other than in connection with open source software we release);
violate, infringe or misappropriate any intellectual property or other third-party right or commit a tort;
modify, copy (other than standard page caching), publicly perform, publicly display, sell, rent, lease, timeshare or otherwise distribute the Beta Software, in whole or in part. This restriction does not apply to Open Source Software we release, which you can use subject to the applicable Open Source Software license terms;
attempt to bypass or circumvent measures employed to prevent or limit access to any content, area or functionality on the Beta Software, without providing prior notice to Company of the method used to bypass or circumvent;
use any of the Beta Software other than for its intended purposes; or
use the Beta Software to engage in or promote any activity that violates these Terms.
6. USER CONTENT
The Beta Software include areas that allow users to upload, share or store content, including, but not limited to, photos, videos, sound, text, graphics, code, items or other information and materials, refers to any User Content provided or otherwise processed via our Beta Software for storage.
We do not own, control or endorse any User Content that is transmitted, stored, or processed via the Beta Software. You are solely responsible for any of your User Content and for your use of any interactive features and areas of the Beta Software, and you represent and warrant that (i) you own all intellectual property rights (or have obtained all necessary permissions) to provide your User Content and to grant the licenses in this Agreement; (ii) your User Content will not violate any agreements or confidentiality obligations; and (iii) your User Content will not violate, infringe or misappropriate any intellectual property right or other proprietary right, including the right of publicity or privacy, of any person or entity.
You will not upload, share or store User Content that:
is unlawful, libelous, defamatory, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, otherwise create liability or violate any local, state, national or international law;
contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
impersonates, or misrepresents your affiliation with, any person or entity (including Company);
references or depicts Company or our Beta Software but fails to disclose any material connection to us that may exist;
contains any unsolicited promotions, political campaigning, advertising or solicitations;
contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Beta Software, or that may expose Company or others to any harm or liability of any type.
We are not responsible or liable for any User Content. Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove the stored information on the Beta Software at any time and for any reason. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Beta Software at your sole cost and expense.
7. LIMITATION OF LIABILITY
It is understood that the Beta Software is provided without charge for limited evaluation purposes. Any downloading or uploading of material to the Beta Software is done at the licensee’s own risk and the licensee will be solely responsible for any damage to any computer system or loss of data that results from such activities. In no event shall the company or its suppliers have liability for any indirect, incidental, special, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, or loss of business information), however caused and on any theory of liability, even if the company and its suppliers have been advised of the possibility of such damages. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
8. WARRANTY DISCLAIMER
It is understood that the Beta Software, documentation, and any updates may contain errors and are provided for limited evaluation only. The Beta Software, the documentation, and any updates are provided “as is” without warranty of any kind, whether express, implied, statutory, or otherwise. The company and its suppliers specifically disclaim all implied warranties of merchantability, noninfringement, and fitness for a particular purpose. The Beta Software may contain features, functionality or modules that will not be included in the production version of the Beta Software, if released, or that will be marketed separately for additional fees.
“TransferChain”, the Company logo, any other Company service names, logos or slogans that may appear on the Beta Software, and the look and feel of the Beta Software, including all page headers, custom graphics, button icons and scripts, are trademarks, service marks or trade dress of Company and our suppliers and our licensors, and may not be copied, imitated or used, in whole or in part, without our or the applicable trademark holder’s prior written permission. You may not use any metatags or other “hidden text” utilizing “TransferChain” or any other name, trademark or product or service name of Company without our prior written permission. Further, you may not use, frame or utilize framing techniques to enclose any Company trademark, logo or other proprietary information, including the images found on the Beta Software, the content of any text or the layout or design of any page, or form contained on a page, on the Beta Software without our express written consent.
If you share Content using our Services any file transfer between you and the recipients is treated confidentially. TransferChain does not provide any public search function, catalogue or listing to find transfers that would be available.
You are responsible for the Content you share and for sharing it with the correct recipients. Some of our Services may allow you to protect Content or transfers with a password. It's the responsibility of the uploader to share such passwords. Anyone who receives the Content and the password can access the Content. TransferChain cannot access the Content you have stored or shared using any of our Services.
11. OTHER PROVISIONS
(a) Governing Law. This Agreement, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the Switzerland, without reference to conflict of laws principles. All such disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Switzerland, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.
(b) Assignment. Licensee shall not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of the Company. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
(c) Modification. This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. No waiver or modification of this Agreement shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.
12. CONTACT INFORMATION
If you have any questions about this Beta Software Test Agreement, or if you want to contact the Company for any reason, please direct all email correspondence to: firstname.lastname@example.org