Chip 2002 August/08_02.iso/test/di2002/ENRETAILDMODI600.ZIP/SETUP/LICENSES/Journal.txt

Text File | 1999-11-10 | 13.5 KB | 232 lines

JOURNALIST BETA TEST LICENSE AGREEMENT

Product____________________________________

Disclosure Date:_______________________________

Introduction.  This is a legal Agreement between you and PowerQuest Corporation
("PowerQuest") regarding one or more Beta versions of ______________________, a
PowerQuest product. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE
ACCEPTING IT OR DECLINING IT.  You may accept the Agreement either by signing one
paper copy of the Agreement or by clicking on the "ACCEPT" button displayed by PowerQuest
with each electronic copy of the Agreement in each Beta.  You may decline the paper copy of the
Agreement by not signing; you may decline an 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 each Beta for evaluation only.  PowerQuest is not required to make any Beta or Product
available as a standard PowerQuest product.  You agree to test each 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 any Beta, including the
conditions under which such problems occurred.

Copies.  PowerQuest will provide you with one copy of each Beta. You are responsible for
providing all computer and other facilities needed to evaluate the Beta(s).  You may use a Beta
only on your personal computer systems ("System") and only according to this Agreement and
the instructions supplied in Beta documentation. You may copy a Beta partially or completely
only to personally test the Beta on the System or to include in your report(s) to PowerQuest and
your published review.  No other right to reprint or copy any 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 any Beta.  While you may not modify or
enhance a Beta in any way, PowerQuest welcomes your suggestions for modifications to the
Product.

Termination.  Your license to a particular Beta 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 particular Beta software by PowerQuest disables
previously available features of the Beta software;
(d) You destroy all copies of the particular Beta's 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.

Your license to every Beta ends as soon as one or more of the following events occur:
(a) You violate any part of this Agreement;
(b) You destroy all copies of all Beta components in your possession, custody, or control; or
(c) 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 terminated
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
terminated Beta components, or (b) destroy all copies of terminated 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 each Beta is an experimental product of PowerQuest
which has only been partially tested.  When provided to you, 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(s) and the Beta(s), including without
limitation all previous discussions, as Confidential Information of PowerQuest until Disclosure
Date(s) specified by PowerQuest.  The Disclosure Date(s) for a given Beta or set of Betas will be
specified in a separate document sent to you by PowerQuest (typically by email from
PowerQuest's Testing Department), which must specify both the Beta in question and the
corresponding Disclosure Date.  If no Disclosure Date has been specified by PowerQuest for a
particular Beta, then you agree not to divulge the Confidential Information until it is divulged by
PowerQuest.  The fact that you are testing or have tested the Beta is also Confidential
Information until the applicable Disclosure Date, that is, the Disclosure Date specified by
PowerQuest for the Beta in question.

You agree not to divulge any such Confidential Information to any third party before the
applicable Disclosure Date 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 before the applicable
Disclosure Date, 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.  After the Disclosure Date for a given Beta, you may publish or
otherwise disclose information about that Beta as you see fit, provided (a) the information is not
subject to confidentiality under some other agreement or obligation, including without limitation
a delay in the applicable Disclosure Date to which you have agreed, and (b) the information is
not false or misleading.

You also agree to secure and protect each 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, editors, and coworkers who are permitted access to the Beta(s) under this Agreement.
In particular, employees, editors, and coworkers who will receive access to the Beta(s) shall
agree to the conditions of this Agreement before being given access.

Publication Right.  To the extent that your published review or your personal notes for that
review are original with you, PowerQuest makes no claim of authorship or ownership.
PowerQuest also grants you a worldwide, nonexclusive, nontransferable, fully paid-up license to
publish the information provided by PowerQuest, provided you do so only after the applicable
Disclosure Date and otherwise comply fully with this Agreement.

Ownership.  The Product(s) and Beta(s) and all copies, and all information relating to them
provided by PowerQuest, are the property of PowerQuest.  All applicable rights in copyrights,
trademarks, trade secrets and other intellectual property rights in the Product(s) and Beta(s) and
any modifications, are and will be owned entirely by PowerQuest.  Reports which are made
solely to PowerQuest and not intended for publication are works made for hire and/or will be
assigned to PowerQuest.  All content accessed through the Beta(s) 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 ANY BETA, ABOUT
THE SUITABILITY OF THE SOFTWARE, OR ABOUT ANY CONTENT OR
INFORMATION MADE ACCESSIBLE BY THE SOFTWARE, FOR ANY PURPOSE.  EACH
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.  EACH 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 ANY BETA OR ISSUE UPDATES TO ANY 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 ANY 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 each Beta is experimental, you should not assume a 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 any Beta.

Commercial Release.  All decisions about any commercial release of any 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 any 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, 1359 N. Research Way, Building K, Orem,
Utah 84097.

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.  Facsimile copies shall be binding to
the same extent as otherwise signed originals.


Beta Tester

Name:______________________________

Title:_______________________________

Company:___________________________

Email Address:_______________________

Address:____________________________

___________________________________

___________________________________

___________________________________

Phone Number:______________________



Signature:___________________________

Date:_______________________________


PowerQuest

Company:___________________________

Title:_______________________________

Name:______________________________

Signature:___________________________

Date:_______________________________