This Beta Testing site is a legal agreement (hereinafter "Agreement") between Cubedesk Pty/Ltd (hereinafter "Net") and you, either an individual or a single entity, (hereinafter "Licensee"). This Agreement covers all software, the associated storage, any saved material, data, files and information and any "online" or electronic documentation ("Software") which it accompanies, and which has been provided to Licensee without payment of any fees or costs. This Agreement takes precedence over any other agreement or terms embedded within the software.
THE BETA SOFTWARE LICENSED HERE UNDER MAY CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE, FOR WHICH NO FEES HAVE BEEN CHARGED OR ARE DUE FROM LICENSEE, 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 SOFTWARE.
It is expressly understood, acknowledged and agreed that Licensee shall, regardless of whether or not formally requested to do, provide to Net reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, "Feedback"). Contingent upon all of the terms and conditions herein and especially upon Licensee's obligations to provide Feedback, Licensee grants Net, under all of Licensee's intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, 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 Net product, technology, service, specification or other documentation (individually and collectively, "Net 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 Net 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 Net Product, technology or service. Further, Licensee warrants that Licensee's Feedback is not subject to any license terms that would purport to require Net to comply with any additional obligations with respect to any Net Products that incorporate any Feedback.
Subject to the terms and conditions of this Agreement, Net grants to Licensee a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Software in accordance with the Documentation solely for purposes of internal testing and evaluation, and (ii) to copy Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.
Except as otherwise specifically permitted in this Agreement, Licensee may not: (a) Modify or create any derivative works of any Software or documentation, including translation or localization (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) Copy the Software except as provided in this Agreement or elsewhere by Net; (c) Separate Software, which is licensed as a single product, into its component parts. (d) Sublicense or permit simultaneous use of the Software by more than one user; (e) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product the Software (except to the extent applicable laws specifically prohibit such restriction); (f) Redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. You may NOT transfer the Software under any circumstances; (g) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (h) Publish any results of benchmark tests run on any Software to a third party without Net prior written consent; or (i) Use any Software on a internal systems without license or creating sub users.
Net is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Software will be corrected.
Title to the Software and all copies thereof remain with Net and/or or its third parties. The Software is copyrighted and is protected by Australian copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, Net does not grant any express or implied right to Licensee under Net patents, copyrights, trademarks, or intellectual property information.
The online Beta Software is Confidential Information. Licensee will only invite people to use the Software if they believe they can be trusted by Net. Licensee will maintain the confidentiality of Software with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. Licensee will not be liable for the disclosure of any Confidential Information which is: (a) in the public domain other than by a breach of this Agreement on Licensee's part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to Licensee without any limitation on use or disclosure prior to its receipt from Net; or (d) independently developed by Licensee's employees; or (e) generally made available to third parties by Net without restriction on disclosure.
Licensee's rights with respect to the Beta Software will terminate upon the initial commercial release by Net of a generally available version of the Software. Licence may terminate this Agreement at any time for any reason or no reason by completely deleting thier account. Upon any expiration or termination of this Agreement, the rights and licenses granted can be immediately terminate removing all access to the Software.
Provision of any Software under this Agreement is experimental and shall not create any obligation for Net to continue to develop, support, improve or in any other way continue to provide or develop Software either to Licensee or to any other party.
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL CUBEDESK OR ITS THIRD PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CUBEDESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement constitutes the complete and exclusive agreement between Net and Licensee 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 the director of Net and Licensee.