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This Beta Testing Agreement is a software license agreement between a software company and a beta tester regarding the use of the company’s software for testing and evaluation purposes. The agreement allows the tester to use the software before it is released to the general public, while maintaining the company’s intellectual property rights in the software. The tester agrees to give the company comprehensive feedback relating to problems or defects. It contains both standard clauses as well as opportunities for customization to ensure the understandings of the parties are properly set forth. This document should be used by software companies when entering into beta testing agreements.
Beta Testing Agreement This Beta Testing Agreement is a software license agreement between a software company and a beta tester regarding the use of the company’s software for testing and evaluation purposes. The agreement allows the tester to use the software before it is released to the general public, while maintaining the company’s intellectual property rights in the software. The tester agrees to give the company comprehensive feedback relating to problems or defects. It contains both standard clauses as well as opportunities for customization to ensure the understandings of the parties are properly set forth. This document should be used by software companies when entering into beta testing agreements. BETA TESTING AGREEMENT READ THIS BETA TESTING AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS BETA AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. The purpose of this beta testing agreement (“Agreement”) is to set forth the terms and conditions under which ___________ [Instruction: Insert Name of Company], ___________ [Instruction: Insert Address] ("Company"), at its sole discretion will provide to you (the "Beta Tester") a copy of Company’s software product known as “___________” [Instruction: Insert Name of Software] ("Software"). Use of the Software shall be for the sole purpose of ongoing pre-release evaluations and testing by Beta Tester only. The specific conditions pertaining to this evaluation are as follows: 1. Grant of License. Company grants to the Beta Tester, during the Term (as defined in paragraph 2 of the Agreement), the non-transferable, non-exclusive right to use one (1) copy of the Software solely for the purpose of internal pre-release evaluation and testing only. This grant is subject to the following additional specific agreements and covenants by the Beta Tester regarding the Beta Tester’s use of the Software: A. The Beta Tester agrees that the Software is for the Beta Tester’s own internal, non-production use only and that the Beta Tester shall not sell or transfer any copies of the Software, shall not relicense, rent or lease the Software, use the Software for third party training, commercial time-sharing or service bureau use, or otherwise make the Software available to third parties; B. The Beta Tester agrees not to make any copies of the Software; C. The Beta Tester agrees not to cause or permit the disassembly, reverse compilation, or reverse engineering of the Software; D. The Beta Tester agrees to use the Beta Tester’s best efforts to prevent others from making or obtaining copies of the Software; and E. The Beta Tester hereby acknowledges Company’s copyright in the Software regardless of whether the copyright notice appears on the Software or whether it has been filed with the United States Copyright Office, and the Beta Tester shall not acquire any rights in the Software, express or implied, other than those specified in this Agreement. 2. Term and Termination. A. The term (“Term”) of this Agreement shall commence upon the earlier of: (i) the Beta Tester’s downloading of the Software; (ii) the Beta Tester’s installation of the software; or (iii) the Beta Tester’s use of the software and shall terminate upon the earlier of: (i) the termination of this Agreement by Company or (ii) the date of general commercial availability of the Software. Company shall have the right, at its sole discretion, to terminate this Agreement, with or without cause, upon written notice to Company. B. Nothing in this Agreement shall be deemed to require Company to make the Software commercially available on any particular date nor does Company make any such representation or warranty, express or implied, regarding any such commercially available version. Nothing in this Agreement shall be deemed to convey to Beta Tester the rights to use a commercially released version of the Software or any components thereof, if and when such are available. Use of such commercial product shall be subject to a separate agreement between Company and the Beta Tester. C. Upon termination of the Term, the Beta Tester shall cease using the Software, or shall certify in writing that the Software and all copies have been destroyed within ten (10) calendar days of termination of the right to use the Software hereunder. 3. Feedback. The Beta Tester agrees to provide Company with comprehensive information regarding the Software (“Feedback”) as soon as possible after Beta Tester learns of such Feedback. Feedback shall include, but is not limited to, all information regarding any problems or defects in the Software encountered by the Beta Tester. Beta Tester shall transmit Feedback to Company in any medium reasonably requested by Company, including via telephone, facsimile, written communication and email. All Feedback shall become the sole and exclusive property of Company and may be used by Company in any way without restriction or obligation to the Beta Tester. Company shall be free to use the Feedback for any purpose. Any ideas, concepts, know-how, or techniques resulting from the Feedback shall belong solely to Company. 4. Disclaimers. A. THE BETA TESTER UNDERSTANDS THAT THE SOFTWARE IS EXPERIMENTAL AND THAT COMPANY DOES NOT WARRANT THE SOFTWARE IN ANY WAY, INCLUDING BUT NOT LIMITED TO PERFORMANCE OR FEATURES OF THE SOFTWARE. ALL WARRANTIES REGARDING THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON- INFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED BY COMPANY. B. THE SOFTWARE IS PROVIDED “AS IS” FOR EVALUATION AND TESTING PURPOSES ONLY, AND BECAUSE OF THE SOFTWARE’S EXPERIMENTAL NATURE, THE BETA TESTER IS ADVISED NOT TO RELY ON THE FEATURES OR PERFORMANCE OF THE SOFTWARE FOR ANY REASON. THE BETA TESTER AGREES TO USE THE SOFTWARE WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF DATA, HARDWARE, AND SOFTWARE IN THE SOFTWARE'S OPERATING ENVIRONMENT. THE BETA TESTER FURTHER AGREES THAT COMPANY SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY BETA TESTER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT. IN NO EVENT SHALL COMPANY’S LIABILITY FOR DAMAGES HEREUNDER EXCEED THE AMOUNTS RECEIVED BY COMPANY AS A RESULT OF THIS AGREEMENT. THESE WARRANTY DISCLAIMERS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 5. Trade Secrets and Confidentiality. In evaluating the Software, the Beta Tester recognizes that the Software is confidential and proprietary to and a trade secret owned and/or licensed by Company. Beta Tester hereby agrees not to disclose any information relating to Software (including, but not limited to, its existence, design and performance capabilities, the results of any performance/benchmark tests, and any authorization codes or license keys) to third parties without the prior written permission from Company. The Beta Tester shall treat all information regarding the Software provided by Company as Company’s “Confidential Information”, including without limitation the Software, source code, object code, documentation and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by Company to the Beta Tester under this Agreement. The Beta Tester shall hold such Confidential Information in the strictest confidence and take all reasonable steps to protect such from any use, reproduction, publication, disclosure or distribution. 6. Miscellaneous. A. This Agreement shall be interpreted under the laws of the State of ___________ [Instruction: Insert Name of State], applicable to agreements to be wholly performed therein, with jurisdiction exclusive to the Federal and State courts located in the County of _____________ [Instruction: Insert County], State of ______________ [Instruction: Insert State], and the parties hereto irrevocably consent to the jurisdiction of such courts. B. This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein. C. No failure of Company to pursue any remedy resulting from a breach of this Agreement by the End User shall be construed as a waiver of that breach, or as a waiver of any subsequent or other breach unless such waiver is in writing and signed by an authorized representative of Company. D. If any provision or term of this Agreement is held to be invalid, illegal or unenforceable for any reason, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected or impaired by such provision in any way. Company: ______________________________ By ________________________ Its ________________________ Date ________________________ Beta Tester: ______________________________ By ________________________ Date ________________________
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