ALPHA TEST SOFTWARE LICENSE AGREEMENT
Elevator Software ("Elevator") believes that the only way to properly deploy security software is to allow educated users to scrutinize the software in every way, looking for weaknesses and inefficiencies. To this end, Elevator is making available to you ("User") an "alpha" version of the software named ? (the "Alpha Software"). This Alpha Software is being made available to you on the terms and conditions of the following license. Your installation and use of the Alpha Software signifies your acceptance of this license. If you do not agree to the terms of this license, do not install or make use of the software.
Article 1. Interpretation
1.1 DEFINITIONS.
In this agreement,
(a) "Alpha Software" shall mean the Alpha version of Elevator's software named at the top of this license including any Updates thereto, in object code form and source code form (excluding any Open Source Software provided with such software), and the media and Documentation provided by Elevator to User and for which User is granted a use license pursuant to this Agreement.
(b) "Documentation" shall mean the printed or online written reference material furnished to User in conjunction with the Alpha Software, including, without limitation, instructions, run rules, Alpha 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 rights.
(d) "Modified Software" means Alpha Software modified by the User in accordance with Section 2.2.
(e) "Open Source Software" means various open source software components provided with the Alpha Software that are licensed to the User under the terms of the applicable license agreements included with such open source software components or other materials for the Alpha Software.
(f) "Updates" shall mean a modification, error correction, bug fix, new release, or other update to or for the Alpha Software.
Article 2. License Grant, Use and Ownership
2.1 LIMITED LICENSE.
Subject to the terms and conditions of this Agreement, Elevator grants to User a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Alpha Software solely for purposes of internal testing and evaluation, (ii) to use the Documentation provided with the Alpha Software in support of User's authorized use of the Alpha Software, (iii) to copy Alpha Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies, and (iv) to modify the Alpha Software in the manner described and subject to the terms of Section 2.2.
2.2 MODIFICATION.
The User is permitted to modify the Alpha Software, provided that (i) no modification will affect the ownership of the underlying Alpha Software and (ii) the User shall not distribute or otherwise make available Modified Software except if the User ensures the recipient(s) of the Modified Software accept the terms of this License with respect to the underlying Alpha Software. If the User distributes or otherwise makes Modified Software available to third parties, the User shall provide Elevator with a copy of the Modified Software in source code form and grants to Elevator a non-exclusive, perpetual, world-wide, fully-paid royalty free license to that portion of the Modified Software that is authored by the User to use, adapt, copy, sell copies of, license and sublicense through multiple tiers, distribute, make available to the public and to otherwise exploit it.
2.3 EVALUATION FEEDBACK.
The purpose of this limited license is the testing and evaluation of the Alpha Software and Documentation. In furtherance of this purpose, User shall provide feedback to Elevator concerning the functionality and performance of the Alpha Software from time to time as reasonably requested by Elevator, including identifying potential errors, improvements, modifications, bug fixes, or enhancements ("Feedback"). Feedback and other information which is provided by User to Elevator in connection with the Alpha Software or this Agreement may be used by Elevator to improve or enhance its products and, accordingly, User grants Elevator a non-exclusive, perpetual, world-wide, fully-paid royalty free license to the Feedback to use, adapt, copy, sell copies of, license and sublicense through multiple tiers, distribute, make available to the public and to otherwise exploit it.
2.4 OWNERSHIP.
Elevator shall own and retain all right, title and interest in and to the Intellectual Property Rights in the Alpha Software, subject only to the limited license expressly set forth in Section 2.1. User does not acquire any other rights, express or implied, in the Alpha Software. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO ELEVATOR.
2.5 NO SUPPORT SERVICES.
Elevator is under no obligation to support the Alpha Software in any way or to provide any Updates to User. In the event Elevator, in its sole discretion, supplies any Update to User, such Update shall be deemed Alpha Software hereunder and shall be subject to the terms and conditions of this Agreement.
2.6 THIRD-PARTY SOFTWARE.
User acknowledges that User is responsible for obtaining any licenses necessary to operate any third-party software, including operating systems.
2.7 OPEN SOURCE SOFTWARE.
The terms and conditions of this Agreement shall not apply to any Open Source Software accompanying the Alpha Software, if any, or that may be used by the User in conjunction with the Alpha Software. Any such Open Source Software is provided under the terms of the open source license agreement or copyright notice accompanying such Open Source Software or in the open_source_licenses file accompanying the Alpha Software.
Article 3. Term and Termination
Unless otherwise terminated as specified under this Agreement, User's rights with respect to the Alpha Software will terminate upon the release of the Beta or final release version of the Alpha Software. Either Party may terminate this Agreement at any time for any reason or no reason by providing the other Party notice thereof, which notice may be given be Elevator posting on that portion of its website related to the Alpha Software a statement that licenses to the Alpha Software are terminated. Upon any expiration or termination of this Agreement, the rights and licenses granted to User under this Agreement shall immediately terminate, and User shall immediately cease using, and will return to Elevator (or, at Elevator's request, destroy), the Alpha Software and Documentation. The rights and obligations of the Parties set forth in Sections 2.3, 2.4, and 2.5, and 3, Error: Reference source not found, 4, 5 and 6 shall survive termination or expiration of this Agreement for any reason.
Article 4. Limitation of Liability
IT IS UNDERSTOOD THAT THE ALPHA SOFTWARE IS PROVIDED WITHOUT CHARGE FOR LIMITED EVALUATION PURPOSES. ACCORDINGLY, THE TOTAL LIABILITY OF ELEVATOR ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $100. IN NO EVENT SHALL ELEVATOR 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 ELEVATOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Article 5. Warranty Disclaimer
IT IS UNDERSTOOD THAT THE ALPHA SOFTWARE, DOCUMENTATION, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR LIMITED EVALUATION ONLY. THE ALPHA SOFTWARE, THE DOCUMENTATION, AND ANY UPDATES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ELEVATOR AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. User acknowledges that Elevator has not publicly announced the availability of the Alpha Software, that Elevator has not promised or guaranteed to User that such Alpha Software will be announced or made available to anyone in the future, that Elevator has no express or implied obligation to User to announce or introduce the Alpha Software, and that Elevator may not introduce a product similar or compatible with the Alpha Software. Accordingly, User acknowledges that any research or development that it performs regarding the Alpha Software or any product associated with the Alpha Software is done entirely at Recipient's own risk. Specifically, the Alpha Software may contain features, functionality or modules that will not be included in the production version of the Alpha Software, if released, or that will be marketed separately for additional fees.
Elevator specifically advises the User not to use the Alpha Software in any manner that would cause any damage to the User, the User's software, systems, data in the event of a total failure of the Alpha Software.
Article 6. General
6.1 GOVERNING LAW.
This Agreement, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the Province of Nova Scotia, Canada without reference to conflict of laws principles. All such disputes shall be subject to the exclusive jurisdiction of the courts located in Nova Scotia, Canada, and the Parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.
6.2 ASSIGNMENT.
User 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 Elevator. 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.
6.3 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.