A Beta Testing Agreement is a software license agreement between a software
developer, and a customer known as a beta tester, regarding the use of a pre-release
version of a software company’s software. The agreement allows the customer to use
the software program in a “live” environment before it is released to the general public.
This agreement, also known as is a “click wrap” agreement that is deemed agreed to
when the beta tester downloads the agreement, and provides the terms, and conditions
including confidentiality and non-disclosure terms. It contains both standard clauses as
well as opportunities for customization to ensure the understandings of the parties are
properly set forth. Use this form when selecting Beta Software Testers.
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
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.
A. THE BETA TESTER UNDERSTANDS THAT THE SOFTWARE IS
EXPERIMENTAL AND THAT COMPANY DOES NOT WA