ScheduleMe BETA AGREEMENT
THIS AGREEMENT is made by and between A Mighty Nice Company (“A Mighty Nice Company”) ScheduleMe™, and Licensee (“Licensee”).
GENERAL TERMS AND CONDITIONS
- A Mighty Nice Company has developed ScheduleMe™ a software program (patent pending) including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material (“Software”).
- A Mighty Nice Company desires that the Software is tested prior to general release.
- Licensee is willing to serve as a Beta test site for such Software.
NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:
- A Mighty Nice Company grants to Licensee a non-exclusive, non-transferable license to use the Software at Licensee’s solely for Beta testing and Beta use from the effective date of agreement below until termination. The beta period is defined when user registration of the service is completed and ends June 30th Upon completion of the beta period, user expectation is to continue with acceptance of a paid subscription or termination. In consideration for receiving a copy of the Software for testing, Licensee agrees to serve as a “Beta User” for the Service and will notify A Mighty Nice Company of all problems and enhancement or feature recommendations during the period of this Beta as defined above. Users hereby assign A Mighty Nice Company all rights, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
- Licensee agrees that Software AND ANY ENHANCEMENTS THAT RESULT FROM THE BETA TEST ARE the sole property of A Mighty Nice Company. Licensee agrees to treat Software as confidential and will not without the express written authorization of A Mighty Nice Company:
2.1 Demonstrate, copy, sell or market Software to any third party; or
2.2 Publish or otherwise disclose information relating to THE performance or quality of the Service to any third party; or
2.3 Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate THE Service or any portion thereof.
3. The Service is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. The Service may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. The Service is provided “AS IS” without warranty of any kind. The entire risk arising out of the use or performance of the Service remains with Licensee. In no event shall A Mighty Nice Company be liable for any damage whatsoever arising out of the use of or inability to use the Service, even if A Mighty Nice Company has been advised of the possibility of such damages.
4. The Licensee upon completion of the Beta test agrees to provide material, statistics, or information that is not deemed confidential to Licensee’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by A Mighty Nice Company. Licensee will provide a quote to A Mighty Nice Company that may be used in a press release.
5. This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of Texas. This Agreement constitutes the entire and only agreement between the parties for the Service and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
6. Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
7. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.
IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement.