Alpha And Beta Test User terms & Conditions – Right To Use And Non-Disclosure Disclaimer
This Alpha & Beta Test User End-User Licence Agreement (“Agreement”) is a legal agreement between PaperFree Pty Ltd (“PaperFree”) and you, either an individual or a single entity, (hereinafter “Licensee“). This Agreement covers all software, the associated media, any printed materials, data, files and information and any ‘online’ or electronic documentation (”Software Service“) that it accompanies. This Agreement takes precedence over any other agreement or terms embedded within the Software Service.
ASSENT TO BE BOUND
By ticking the ‘I accept these terms…’ checkbox on the Agreement page of the website, by executing a written copy of this Agreement, or by installing, copying, accessing or otherwise using this Software Service, Licensee agrees to be bound by the terms of this Agreement. If as Licensee you do not agree with any term or condition, do not download, order, open, install or use the Software Service or product package. Contact PaperFree to cancel the Software Service and accompanying materials at no charge to you as Licensee.
RECITALS
Alpha and beta versions of the future commercial release of the PaperFree Software Service, hereinafter called: the “Test Service“, have been designed and developed by PaperFree, either alone or together with other third parties. Subject to the terms and provisions hereinafter set forth, the Licensee is willing to accept delivery, installation or access via web browser or other means at Licensee’s home or offices, and utilization of the Test Service for the purpose of evaluating the same for a period of 30 days or such period as determined or revised and then notified by PaperFree to the Licensee (the “Test Period”).
PaperFree is willing to permit the Licensee to use and evaluate the Test Service under the terms and conditions hereinafter specified in order to obtain user information pertaining to such Test Service that may be helpful to PaperFree for debugging purposes, or for the purposes of making any changes, enhancements or modifications with respect thereto.
Licensee has been duly informed of the particular character and risks of installing and using alpha and beta version software, in which nature the Licensee agrees the Test Service is provided.
Therefore, in consideration of the mutual promises herein contained, the parties agree as follows:
1. Ownership of Proprietary Rights and Grant
1.1 PaperFree does hereby grant to Licensee [at no charge] a nonexclusive, non-transferrable right to use [the access rights and/or software] furnished in connection with or as the Test Service for the Test Period.
1.2 At the end of the Test Period or after termination of this agreement the Licensee will be granted a free subscription for [one user] for a period of [twelve months].
1.3 Licensee will not receive, nor lay claim to any payment or compensation for participating in this test program and performance of this agreement.
2. Evaluation and Reports
2.1 Licensee shall utilise and evaluate the Test Service in its day-to-day business or personal environment and conduct such tests and evaluations as may be reasonably necessary to form an opinion concerning the performance of the Test Service. The Licensee shall provide PaperFree with written reports concerning its experience, opinion and evaluation of the Test Service, via the feedback forums as provided by PaperFree.
2.2 PaperFree shall use reasonable efforts to assist Licensee in resolving possible problems with the Test Service. PaperFree shall take into account the Licensee’s reports, remarks and suggestions as much as will reasonably be possible without being under any obligation, stated or implied, to do so.
Licensee agrees that all rights, title and interest to any reports, feedback or suggestions relating to the Test Service or any inventions relating to an improvement of the Test Service conceived in or made as a result of Licensee’s performance of this Agreement shall become the exclusive property of PaperFree and that PaperFree may disclose and use such information for any purposes whatsoever, entirely without obligation of any kind to Licensee.
3. Confidential Information and Data
3.1 Licensee acknowledges that the Test Service consists of computer software which is proprietary and confidential to PaperFree or its affiliates and is protected under [Australian and foreign] copyright laws; all rights, title and interest therein or thereto, including without limitation, all patents, copyrights, trademarks and trade secrets remain in PaperFree or its affiliates. Therefore, Licensee shall not disclose, directly or indirectly, nor take any other action, which would result in the unauthorised disclosure of any confidential or proprietary data whatsoever, including, but not limited to, reproduction of data furnished to Licensee by PaperFree.
3.2 The release of confidential information to Licensee does not constitute a commercialisation of the Test Service, but rather is a release for testing purposes only. Licensee shall not disclose to any third party the terms of this Agreement nor the results of any evaluation hereunder except with the prior written consent of PaperFree. Licensee shall, upon PaperFree ‘s request, certify in writing as to the return or destruction of all such confidential information.
Licensee shall not translate, copy, disassemble, reverse engineer, or decompile any Test Service, nor shall Licensee make copies or translations of any Test Service documentation. Furthermore, Licensee shall not make any pre-release reports or give pre-release interviews concerning the Test Service or the confidential information without PaperFree’s prior written consent.
3.3 Licensee solemnly declares not to have entered into any contract, understanding or agreement – be it written, oral or only tacit or implied – with any of PaperFree’s competitors which could possibly influence Licensee’s position with respect to testing, reporting or, in general, performance of this agreement.
3.4 Licensee will be held responsible for any breach of the obligations in this article by its shareholders, directors, officers, employees, agents, representatives or appointees.
4. Disclaimer of Warranty
Licensee acknowledges that the Test Service has not yet been completely finished, nor completely tested and may contain serious remaining bugs, hidden defects or deficiencies that may not be or not immediately be detected or corrected. PaperFree does not warrant that the Test Service is fit for use.
As the purpose of this Agreement is to have the Test Service used, tried out and tested in an operational business or personal environment and under real circumstances, PaperFree cautions Licensee to determine for itself the risks and suitability of the use of the Test Service for its purpose. The PaperFree shall not be responsible for any precautions, measures or actions in order to be able to switch a Licensee to a previous release of the Software nor, if necessary, to preserve any of the Licensee’s critical or valuable data.
Accordingly, PaperFree makes no representations or warranties, express or implied, regarding the use or performance of the Test Service, including without limitation the implied warranties of merchantability and fitness for a particular purpose. Licensee accepts to install and to use the Test Services in “as is” condition, and PaperFree shall not be liable for any direct, indirect, incidental, special, consequential or punitive damages, regardless of the nature of the claim, including without limitation lost profits, costs of delay, any failure of delivery, costs of lost or damaged data or documentation or liabilities to third parties arising from any source, even if PaperFree has been advised of the possibility of such damages.
Licensee acknowledges that PaperFree has no express or implied obligation to announce or introduce the Test Service or any similar or compatible product. Licensee acknowledges that any testing, research and development performed by it pursuant to this Agreement is done entirely at its own risk.
6. This Agreement is governed by the laws of New South Wales, Australia. Each of PaperFree and the Licensee irrevocably submits to the exclusive jurisdiction of the courts of New South Wales.
7. Miscellaneous
This Agreement and the licence contained herein shall not be assigned by the Licensee without the express written consent of PaperFree.
This Agreement constitutes the entire Agreement between the parties and supersedes all prior agreements, whether written or oral, concerning the subject matter herein, and may not be amended or modified except by written consent of both parties. Any notices or other communication shall be addressed to the parties at the address shown above.
