This is an agreement, effective January 01, 2019, between FaceSpace.AI (the “Company”) and [FULL NAME] (the “Beta Tester”), in which Beta Tester agrees to test a software program known as FaceSpace.AI (the “Software”) and keep the Company aware of the test results.
- Company’s Obligations: The Company shall provide Beta Tester with a copy of the Software and any necessary documentation and instruct Beta Tester on how to use it and the desired test data to be gained and hereby grants Beta Tester a nonexclusive, limited license to use the Software on its computer system for the sole purpose of testing the performance of the Software and advising Company of the results of such tests. Upon satisfactory completion of the testing, the Company shall furnish Beta Tester with two free months of the production version of the Software, contingent upon the Company’s decision to proceed with production of the Software. Beta Tester shall be entitled to the same benefits to which regular purchasers of the Software will be entitled.
- Beta Tester’s Obligations: Beta Tester shall test the Software under normally expected operating conditions in Beta Tester’s environment during the test period. Beta Tester shall gather and report test data as mutually agreed upon with the Company. Beta Tester shall allow the Company access to the Software for inspection, modifications and maintenance.
- Software a Trade Secret: Beta Tester acknowledges that the Software is proprietary to, and a valuable trade secret of, the Company and is entrusted to Beta Tester only for the purpose set forth in this Agreement. Beta Tester shall treat the Software in the strictest confidence. Beta 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, its code, and the existence of the beta test and its results to anyone other than Beta 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, decompile or disassemble the Software or any portion of it.
- Security Precautions: Beta 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 desk or file cabinet when not in use.
- Term of Agreement: The test period shall last from January 01, 2019, until January 01, 2020. This Agreement shall terminate at the end of the test period or when the Company asks Beta Tester to return the Software, whichever occurs first. The restrictions and obligations contained in Clauses 3, 6, 7, 8 and 9 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind Beta Tester, its successors, heirs and assigns.
- Disclaimer of Warranty: Beta Tester understands and acknowledges that the Software is a test product and its accuracy and reliability are not guaranteed. Owing to its experimental nature, Beta Tester is advised not to rely exclusively on the Software for any reason. Beta Tester waives any and all claims it may have against the Company arising out of 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.
- Limitation of Liability: The Company shall not be responsible for any loss or damage to Beta 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 OUT OF ANY USE OF THE SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT.
- No Rights Granted: Beta 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 Beta Tester. Beta Tester may not sell or transfer any portion of the Software to any third party or use the Software in any manner to produce, market or support its own products. Beta Tester shall clearly identify the Software as the Company’s property.
- No Assignments: This Agreement is personal to Beta Tester. Beta Tester shall not assign or otherwise transfer any rights or obligations under this Agreement.
- 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.
- Applicable Law: This Agreement is made under, and shall be construed according to, the laws of the State of New Jersey.