Beta Testing License Agreement
THIS BETA TESTING LICENSE AGREEMENT (the “Agreement”) describes the rights granted by EazyTex Solutions Incorporated, located at 810 Quayside Drive #205, New Westminster, British Columbia V3M 6B9 (“EazyTex”) to any person or entity (“Licensee”, “you” or “your”) using Beta Licensed Software provided by EazyTex as part of its beta testing program. Read the terms and conditions of this Agreement carefully before installing, copying, and using this Beta Licensed Software and, if any, the accompanying documentation.
The Beta Licensed Software is copyrighted to Inventive Designers and it is made available to Licensee under this Agreement for testing purposes only, it is not sold to Licensee and should not be used in production environments. This Beta Licensed Software has not been released for sale, distribution or usage for the general public and will be referred to as “Beta Licensed Software” from here on. Both EazyTex and Licensee are referred to hereinafter as a “Party” and collectively as the “Parties” to this Agreement.
By clicking the “I Accept” checkbox, by executing a written copy of this Agreement, by installing, copying or otherwise using the Beta Licensed Software, Licensee is considered to have read and Licensee agrees to be bound by the terms of this Agreement. If Licensee is not willing to be bound by the terms of this Agreement, do not install, copy or use the Beta Licensed Software.
EazyTex reserves the right to update this Agreement at any time without any prior notice to Licensee. The applicable and most current version of this Agreement is at Licensee’s disposal on https://www.hypatiasys.com.
Licensee represents and warrants that they are legally able to enter into binding agreements or are a duly authorized agent of such entity for the purpose of entering into this Agreement and binding such entity in accordance with its terms. They represent that the information submitted to EazyTex as part of the Agreement, including all application data is true, accurate, and complete.
To the extent Licensee has a separately executed agreement with EazyTex on a different subject matter, such agreement will continue unmodified under its own terms. In the event of conflict between this Agreement and any other terms or conditions provided by EazyTex, including as part of the Beta Licensed Software, the terms of this Agreement will govern.
Section 1 – Conditional Grant
Unless you accept all the terms and conditions of this Agreement, you receive no rights or licenses hereunder. In the absence of a signed license agreement between EazyTex and Licensee specifying alternate terms, any use of the Beta Licensed Software by the Licensee shall be considered acceptance of these terms. The Beta Licensed Software is copyrighted and is licensed, not sold to you. If you received this software from any source other than EazyTex, your access to the Beta Licensed Software is NOT permitted under this Agreement, and you must delete the software and any copies from your systems.
Section 2 – Beta Disclaimer
THE BETA SOFTWARE LICENSED HEREUNDER IS STILL IN TESTING PHASE AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE BETA LICENSED SOFTWARE AND/OR ACCOMPANYING MATERIALS.
Section 3 – Feedback
- a) It is expressly understood, acknowledged and agreed that you shall, regardless of whether or not formally requested to do, provide EazyTex reasonable suggestions, comments and feedback regarding the Beta Licensed Software, including but not limited to usability, bug reports and test results, with respect to beta testing (collectively, “Feedback”). If you provide such Feedback to EazyTex, you shall grant EazyTex the following worldwide, non-exclusive, perpetual, transferable, irrevocable, royalty free, fully paid up rights:
- i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of the Feedback as part of any product, technology, service, specification or other documentation developed or offered by EazyTex (individually and collectively, “EazyTex Solutions Products”);
- ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any EazyTex Solutions Product;
iii) solely with respect to Licensee’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and
- iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into a EazyTex Solutions Product, technology or service.
- b) Further, you represent and warrant that your Feedback is not subject to any license terms that would purport to require EazyTex to comply with any additional obligations with respect to any EazyTex Solutions Products that incorporate any Feedback.
Section 4 – Data Collection and Retention
- a) It is understood that EazyTex will collect the following non-anonymized data from Licensee upon the creation of an account with EazyTex:
- i) Licensee’s name
- ii) email address
iii) hypatia account password, stored under encryption
- b) The data outlined in sub-section (a) is collected for the purpose of identifying Licensees.
- c) Personal Data is not collected if logging into the Beta Licensed Software using a Google, Facebook, or Microsoft account.
- d) It is further understood that EazyTex will collect the following anonymized data from Licensee every time they access the Beta Licensed Software:
- i) keystrokes
- ii) usage of particular features within the Beta Licensed Software
- e) The data outlined in sub-section (d) (“Anonymous Data”) is collected and stored anonymously, for the purpose of debugging, and Licensee grants EazyTex the same worldwide, non-exclusive, perpetual, transferable, irrevocable, royalty free, fully paid up rights as described for Feedback above for this Anonymous Data.
- f) EazyTex will store and use Personal Data only as long as is necessary to implement, administer and manage Licensee’s participation in the beta testing or as required to comply with legal or regulatory obligations, including tax and securities laws. When EazyTex no longer needs Personal Data related to the beta testing, EazyTex will remove it from its systems. If EazyTex keeps Personal Data longer, it would be to satisfy legal or regulatory obligations and EazyTex’s legal basis would be for compliance with relevant laws or regulations.
Section 5 – Confidentiality
- a) Licensee agrees that, unless otherwise specifically provided herein or agreed by EazyTex in writing, the Beta Licensed Software and, if any, the Documentation, provided to Licensee by EazyTex constitute confidential proprietary information of EazyTex. Licensee shall permit only authorized users, who possess rightfully obtained license keys, to use the Beta Licensed Software or to view, if any, the Documentation. Licensee agrees not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of EazyTex. Licensee agrees to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Beta Licensed Software provided to Licensee by EazyTex. Licensee will use its best efforts to cooperate with and assist EazyTex in identifying and preventing any unauthorized use, copying, or disclosure of the Beta Licensed Software, if any, Documentation, or any portion thereof.
- b) This Beta Licensed Software can be accessible only to Licensees who are invited to test for using pre-release Beta Licensed Software and providing feedback to EazyTex. All information available concerning the Beta Licensed Software is confidential information of EazyTex. For a period of five years from the time Licensee accessed this confidential information, Licensee may not disclose this confidential information to any third party. This restriction will not apply to any information that is or becomes publicly available without a breach of this restriction; was lawfully known to the receiver of the information without an obligation to keep it confidential; is received from another source that can disclose it is lawfully and without an obligation to keep it confidential; or is independently developed. Licensee may disclose this confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, you must seek the highest level of protection available and, when possible, give EazyTex enough prior notice to provide a reasonable chance to seek a protective order.
Section 6 – Limitation of Liability. IN NO EVENT WILL INVENTIVE DESIGNERSBE LIABLE TO LICENSEE OR ANY PARTY FOR –WITHOUT LIMITATION –ANY LOSS OF USE; INTERRUPTION OF BUSINESS; OR ANY DIRECT; INDIRECT; SPECIAL; INCIDENTAL; EXEMPLARY OR PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT; TORT (INCLUDING NEGLIGENCE); STRICT PRODUCT LIABILITY OR OTHERWISE; WHETHER ARISING OUT OF THE USE OR INABILITY TO USE THE BETA LICENSED SOFTWARE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATEOR LOSSES SUSTAINED BY LICENSEE OR THIRD PARTIES OR A FAILURE OF THE BETA LICENSED SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF INVENTIVE DESIGNERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES DO NOT PERMIT CERTAIN LIMITATIONS OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.
Section 7 – License Grant and Restrictions
- a) License Grant. Subject to the terms and conditions of this Agreement, EazyTex hereby grants Licensee a worldwide, non-transferable, royalty-free, non-exclusive license to: download and install the Beta Licensed Software on Licensee’s own premises, and permit Licensee’s employees to use the Beta Licensed Software, solely for Licensee’s own internal trial of the Beta Licensed Software during the time period specified by EazyTex.
- b) For the purposes of this Agreement, the right to “use” the Beta Licensed Software shall include the right to utilize, run, access, store, copy, and display the Beta Licensed Software internally in Licensee’s non-production environment.
- c) No right or license is granted or agreed to be granted to disassemble, benchmark or decompile any Beta Licensed Software furnished in object code form, and Licensee agrees not to engage in any such conduct or permit any third-party to engage in such conduct unless permitted by law. No right or license is granted to distribute, publish, or disclose the Beta Licensed Software or to conduct or permit any third party to conduct any benchmarking or other testing under this Agreement. Reverse engineering of Beta Licensed Software provided in object code form is prohibited, unless such a right is explicitly granted by any explicit license subject to sub-section (d) below or as a matter of law, and then only to the extent explicitly permitted. EazyTex shall have no obligation to support any such reverse engineering, any product or derivative of such reverse engineering, or any use of the Beta Licensed Software with any modified versions of any of their components under this Agreement. Likewise, Licensee may not redistribute, encumber, sell, rent, lease, sublicense, use the Beta Licensed Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software; transfer the Beta Licensed Software under any circumstances; remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the EazyTex Solutions Product(s); or publish or make public any results of benchmark tests run on any Software to a third party without EazyTex’s prior written consent.
- d) Title. Title to and ownership of the Beta Licensed Software shall at all times remain with EazyTex. Except for the express licenses granted herein, no rights or licenses shall be deemed granted by implication, estoppel, or otherwise.
Section 8 – Term and Termination
- a) Your rights to the Beta Licensed Software will continue for the time period specified by EazyTex. No rights to use the production release of the Beta Licensed Software are provided by this Agreement or any other terms which may be provided with the Beta Licensed Software (e.g. any ‘click-through’ license agreements).
- b) Notwithstanding the foregoing, either Party may terminate this Agreement at any time for any reason or no reason by providing the other party written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using and delete the Beta Licensed Software. In the event of any expiration or termination of this Agreement, its Confidentiality provision, disclaimers of EazyTex’s representations and warranties, EazyTex’s rights with respect to Feedback, and limitations of EazyTex’s liability shall survive.
Section 9 – Applicable Law
The Agreement shall be governed by and interpreted in accordance with the laws of Canada. Any claim or dispute arising in connection with this Agreement shall be resolved in the competent courts of British Columbia.
Section 10 – Support
- a) EazyTex is under no obligation:
- i) to provide any technical support under the terms of this license,
- ii) to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Beta Licensed Software either to Licensee or to any other party.
- b) EazyTex provides no assurance that any specific errors or discrepancies in the Beta Licensed Software will be corrected.
Section 11 – Disclaimer of Warranties
- a) THE BETA LICENSED SOFTWARE AND, IF ANY, DOCUMENTATION ARE LICENSED “AS IS”, AND EAZYTEX DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, USABILITY OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLE QUALITY, TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, TO THE EXTENT AUTHORIZED BY LAW.
- b) WITHOUT LIMITATION OF THE FOREGOING, EAZYTEX EXPRESSLY DOES NOT WARRANT THAT THE BETA LICENSED SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE BETA LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE BETA LICENSED SOFTWARE IS BEING PROVIDED TO LICENSEE “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RESPONSIBILITY FOR SELECTING THE BETA LICENSED SOFTWARE TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM ITS USE OF THE BETA LICENSED SOFTWARE. LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE BETA LICENSED SOFTWARE.
- c) ANY DOWNLOAD AND USE OF THIS BETA LICENSED SOFTWARE PROGRAM PRODUCT IS DONE AT THE LICENSEE’S OWN RISK AND THE LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO –WITHOUT LIMITATION – ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SHOULD IT PROVE DEFECTIVE, LICENSEE ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR AND/OR CORRECTION. IT IS THEREFORE UP TO THE LICENSEE TO TAKE ADEQUATE PRECAUTION AGAINST POSSIBLE DAMAGES RESULTING FROM THIS BETA LICENSED SOFTWARE. SOFTWARE IN BETA TESTING SHOULD FOR EXAMPLE NOT BE USED ON SENSITIVE AND/OR VALUABLE DATA AND SHOULD NOT BE USED IN PRODUCTION SYSTEMS.
Section 12 – Entire Agreement
This Agreement is a legal agreement and constitutes the complete and exclusive agreement between Licensee and EazyTex with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by Licensee and an authorized representative of EazyTex.