Beta Agreement For STAR*NET 11
The following information is a non-disclosure agreement which must be read prior to submitting your application to become a beta tester. Not all persons who apply to become a beta tester will be sent a copy of the program. The agreement below sets out the terms of the agreement (Privacy issues, reporting issues, etc).
Nondisclosure Agreement For MicroSurvey STAR*NET 11
This is an agreement, effective on the date entered below, between MicroSurvey Software Inc.(the "Company") and you (the "Tester"), in which the Tester agrees to test a software program known as MicroSurvey STAR*NET 11 (the "Software") and inform the Company of the test results.
1. Company's Obligations: The Company shall provide the Tester with one copy of the Software and requests the Tester to use the Software on a variety of jobs. The Software will be delivered via the internet.
2. Tester's Obligations: The Tester shall test the functionality and workflow of the Software for the duration of the test period and provide written reports using the internet submission forms (information on the website address will be forthcoming). Provide clear, written detail of any bugs or errors found. Provide general feedback on overall performance of the software. All Tester recommendations will be reviewed for possible implementation.
3. Software is a Trade Secret: The Tester acknowledges that the Software is proprietary to, and a valuable trade secret of, the Company and is entrusted to the Tester only for the purpose set forth in this Agreement. The Tester shall treat the Software in the strictest confidence. The Tester agrees that it will not, without the Company's prior written consent: (a) disclose any information about the Software, its design and performance specifications, code, and the existence of the beta test and its results to anyone other than Tester's employees who are performing the testing; (b) copy any portion of the Software or documentation, except to the extent necessary to perform the beta testing; or (c) reverse engineer, de-compile or disassemble the Software or any portion of it.
4. Security Precautions: The Tester shall take reasonable security precautions to prevent the Software from being seen by unauthorized individuals. This includes locking all copies of the Software and associated documentation in a secured location when not in use.
5. Return of Software and Materials: Upon the conclusion of the testing period or at the Company's request, the Tester shall promptly (within 10 days) return the original and all copies of the Software and all related materials to the Company and erase all portions thereof from computer memory.(Purchase of beta version not withstanding)
6. Disclaimer of Warranty: The Tester understands and acknowledges that the Software is a test product and its accuracy and reliability are not guaranteed. Owing to its experimental nature, the Tester is advised not to rely exclusively on the Software for any reason. The Tester waives any and all claims it may have against the Company arising from the performance or nonperformance of the Software.
THE SOFTWARE IS PROVIDED AS IS, AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE TESTER UNDERSTANDS THAT THIS SOFTWARE HAS BUGS AND THAT IS WHY THE COMPANY IS BETA TESTING THE SOFTWARE.
7. Limitation of Liability: The Company shall not be responsible for any loss or damage to the Tester or any third parties caused by the Software or by the Company's performance of this Agreement.
THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING FROM ANY USE OF THE SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT.
8. No Rights Granted: The Tester understands and acknowledges that the Software is provided for its own use for testing purposes only. This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Software or the Company's trade secrets to the Tester. The Tester may not sell or transfer any portion of the Software to any third party.
9. Term of Agreement: The test period shall last until the Company releases the product for sale to the public. This Agreement shall terminate at the end of the test period or when the Company asks Tester to return the Software, whichever occurs first. The restrictions and obligations contained in Clauses 3, 5, 6, 7, and 8 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind the Tester, its successors, heirs and assigns.
10. No Assignments: This Agreement is personal to The Tester. The Tester shall not assign or otherwise transfer any rights or obligations under this Agreement.
11. Entire Agreement: This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. Any representation, promise or condition not explicitly set forth in this Agreement shall not be binding on either party. All additions or modifications to this Agreement must be made in writing and must be signed by both parties to be effective.
12. Applicable Law: This Agreement is made under, and shall be construed according to, the laws of the Province of British Columbia.