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- BETA TEST LICENSE AGREEMENT
-
- Introduction. This is a legal Agreement between you and PowerQuest Corporation
- ("PowerQuest") regarding a Beta version of a PowerQuest Product. PLEASE READ
- THIS AGREEMENT CAREFULLY BEFORE ACCEPTING IT OR DECLINING IT. You may
- accept the Agreement either by signing a paper copy of the Agreement or by clicking on
- the "ACCEPT" button displayed by PowerQuest with an electronic copy of the
- Agreement. You may decline the paper copy of the Agreement by not signing; you
- may decline the electronic copy by clicking on the "DO NOT ACCEPT" button.
-
- IF YOU DECLINE THE AGREEMENT, YOU ARE NOT LEGALLY LICENSED TO USE
- THE BETA. If you decline, you must promptly return all materials, including software on
- disks or other media, manuals, and any other literature and supplies concerning
- the Beta, which you received from PowerQuest.
-
- IF YOU ACCEPT THE AGREEMENT, YOU AGREE TO BE LEGALLY BOUND BY ITS
- TERMS AND CONDITIONS.
-
- PowerQuest designs and develops proprietary software and associated
- documentation ("Product"). PowerQuest and you both want you to use, evaluate,
- and test a beta test version of the Product ("Beta") before the Product's
- general release, and to report the results to PowerQuest. Accordingly, you and
- PowerQuest agree as follows:
-
- Licenses. PowerQuest grants you a personal, royalty-free, non-exclusive license
- to use one copy of the Beta for evaluation only. PowerQuest is not required to
- make the Beta or the Product available as a standard PowerQuest product. You
- agree to test the Beta, to document the test results, and to promptly submit the
- results to PowerQuest. In particular, you must promptly and fully inform
- PowerQuest of all errors, difficulties or other problems with the Beta,
- including the conditions under which such problems occurred.
-
- Copies. PowerQuest will provide you with one copy of the Beta. You are
- responsible for providing all computer and other facilities needed to evaluate
- the Beta. You may use the Beta only on your personal computer systems ("System")
- and only according to this Agreement and the instructions supplied in Beta
- documentation. You may copy the Beta partially or completely only to personally
- test the Beta on the System or to include in your report(s) to PowerQuest. No
- other right to reprint or copy the Beta in whole or in part is granted. Each
- copy must contain PowerQuest's patent, copyright, and trademark notices and other
- proprietary legends; this includes partial copies. You may not transfer this
- Agreement or its license to another or sublicense another without prior written
- permission from PowerQuest, and any attempt to do so is null and void. All rights
- not expressly granted to you in this Agreement are reserved entirely to
- PowerQuest.
-
- No source code license. This license does not grant access to or provide any
- rights in source code. The Beta software may be used only in binary executable
- form. You may not disassemble, decompile, or in any way reverse engineer the Beta.
- While you may not modify or enhance the Beta in any way, PowerQuest welcomes your
- suggestions for modifications to the Product.
-
- Termination. Your license ends as soon as one or more of the following events
- occur: (a) the Product is authorized for general release by PowerQuest;
- (b) You violate any part of this Agreement; (c) DISABLING CODE placed in the Beta
- software by PowerQuest disables previously available features of the Beta software;
- (d) You destroy all copies of Beta components in your possession, custody, or
- control; or (e) PowerQuest decides to terminate this Agreement and does so by
- sending written (electronic or paper) notice to your last known address.
- PowerQuest may terminate the license at any time, with or without cause.
-
- On or after termination, PowerQuest has the right to take immediate possession
- of all Beta components and all copies, wherever located, without further demand
- or notice. Within five (5) days after termination of the license, you will
- either (a) return to PowerQuest all Beta components, or (b) destroy all copies
- of Beta components in your possession, custody, or control. All provisions of
- this Agreement concerning warranties, remedies, ownership, possible commercial
- releases, confidentiality, governing law, venue, and/or limited liability shall
- survive termination of the Agreement.
-
- Confidentiality. You acknowledge that the Beta is an experimental product of
- PowerQuest which has only been partially tested. The Beta has not been
- authorized for general release by PowerQuest. Accordingly, you agree to treat
- all discussions, materials, documentation, and software related to the Product
- and the Beta, including without limitation all previous discussions, as
- Confidential Information of PowerQuest. The fact that you are testing or have
- tested the Beta is also Confidential Information.
-
- You agree not to divulge any such Confidential Information to any third party
- without prior written approval from PowerQuest. For instance, you agree not to
- sell, transfer, publish, disclose, display, or otherwise make available the Beta
- or copies of the Beta or any other Confidential Information in any form,
- including but not limited to flow charts, logic diagrams, object codes, source
- codes and technical documentation, to anyone (including other beta testers)
- without prior written approval from PowerQuest.
-
- You also agree to secure and protect the Beta and all copies in a way that
- protects PowerQuest's rights. For instance, you agree to take appropriate action
- by instruction or agreement with your employees who are permitted access to the
- Beta under this Agreement. In particular, employees who will receive access to
- the Beta shall agree to the conditions of this Agreement before being given
- access.
-
- Ownership. The Product and Beta and all copies, and all information relating to
- the Product and Beta, including but not limited to tests, reports, modifications,
- and other information you may create, are the property of PowerQuest. All
- applicable rights in copyrights, trademarks, trade secrets and other intellectual
- property rights in the Product and Beta and any modifications, including all
- information relating to the Product and Beta regardless of its type or form, are
- and will be owned entirely by PowerQuest. For instance, to the extent your
- reports are copyrightable, they are works made for hire and/or will be assigned
- to PowerQuest. All content accessed through the Beta is the property of the
- applicable content owner and may be protected by copyright law or other laws.
- This Agreement gives you no rights to such content.
-
- ALL WARRANTIES DISCLAIMED. POWERQUEST MAKES NO REPRESENTATIONS
- ABOUT THE COMPLETENESS, ACCURACY OR OPERATION OF THE BETA, ABOUT
- THE SUITABILITY OF THE SOFTWARE, OR ABOUT ANY CONTENT OR
- INFORMATION MADE ACCESSIBLE BY THE SOFTWARE, FOR ANY PURPOSE. THE
- BETA IS PROVIDED "AS IS" WITHOUT EXPRESS, IMPLIED OR OTHER WARRANTIES.
- FOR INSTANCE, POWERQUEST MAKES NO WARRANTIES OF MERCHANTABILITY,
- FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THIS BETA IS
- PROVIDED GRATUITOUSLY AND, ACCORDINGLY, POWERQUEST SHALL NOT BE
- LIABLE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY YOU OR ANY
- USER OR POSSESSOR OF THE BETA. POWERQUEST HAS NO OBLIGATION TO
- SUPPORT THIS BETA OR ISSUE UPDATES TO THIS BETA.
-
- LIMITATIONS ON LIABILITY. NEITHER POWERQUEST NOR ITS SUPPLIERS SHALL
- BE LIABLE FOR (A) INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL,
- DIRECT, OR INDIRECT DAMAGES OF ANY SORT, WHETHER ARISING IN TORT,
- CONTRACT OR OTHERWISE, EVEN IF THEY HAVE BEEN INFORMED OF THE
- POSSIBILITY OF SUCH DAMAGES OR KNOW OR SHOULD KNOW OF THE
- POSSIBILITY OF SUCH DAMAGES, OR (B) ANY CLAIM BY ANY OTHER PARTY.
- POWERQUEST WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR CLAIMS
- ARISING OUT OF OR IN CONNECTION WITH POWERQUEST'S PERFORMANCE OR
- THE DELIVERY, USE, OR INABILITY TO USE, OR PERFORMANCE OF THE BETA,
- INCLUDING BUT NOT LIMITED TO ANY CLAIMS ALLEGING POWERQUEST'S
- NEGLIGENCE.
-
- THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR
- PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH
- LIMITATION. NO CLAIM MAY BE BROUGHT BY YOU UNDER THIS AGREEMENT
- MORE THAN THREE MONTHS AFTER YOU KNEW OR SHOULD HAVE KNOWN OF
- THE ALLEGED GROUNDS FOR THE CLAIM. SOME STATES DO NOT ALLOW THE
- EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO
- THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
-
- Backups. Because the Beta is experimental, you should not assume the Beta will
- operate without interruption or error. In particular, you have the sole
- responsibility for adequate protection and backup of any data used in connection
- with the Beta.
-
- Commercial Release. All decisions about any commercial release of the Product
- lie solely with PowerQuest, including without limitation all decisions regarding
- the existence, pricing, features, specifications, licensing terms, release
- dates, general availability and/or other characteristics of any commercial
- release. Neither party, by virtue of this Agreement, is authorized as an agent,
- employee or legal representative of the other.
-
- Export. You may not download or otherwise export or re-export the Beta or any
- underlying information or technology in violation of any export provisions of
- the United States or any other applicable jurisdiction, including without limitation
- the Export Administration Act of 1979 and related regulations.
-
- Restricted Government Rights. Use, duplication or disclosure by the Government
- is subject to restrictions set forth in the Restricted Computer Software
- definition, Rights in Technical Data and Computer Software clause, Commercial
- Computer Software-Restricted Rights provisions, and other restrictions set forth
- in the Federal Acquisition Regulations at FAR 52.227, DFARS 252.227-7013, and
- elsewhere, including similar clauses in the NASA AR Supplement. The contractor/
- manufacturer is PowerQuest Corporation, PO Box 1911, Orem, Utah 84059-1911.
-
- Miscellaneous. This Agreement is the entire agreement between you and PowerQuest
- and replaces all prior agreements on the subject matter discussed here. Headings
- are for emphasis and not necessarily comprehensive. The Agreement may not be
- changed except by a writing that is accepted by the party against whom the change
- would be enforced. Even if part of this Agreement is held legally invalid, the
- rest of the Agreement is enforceable. The failure of either party to exercise a
- right does not waive future exercise of that right or other rights. Your only
- remedies are those listed in this Agreement. This Agreement is governed by the
- laws of the State of Utah and the United States. Any disputes arising under the
- Agreement shall be heard only in the state and federal courts having jurisdiction
- over Utah.
-
-
- Beta Tester
-
- Company:___________________________
-
- Title:_______________________________
-
- Name:______________________________
-
- Signature:___________________________
-
- Date:_______________________________
-
-
- PowerQuest
-
- Company:___________________________
-
- Title:_______________________________
-
- Name:______________________________
-
- Signature:___________________________
-
- Date:_______________________________
-
-