Beta Testing License Agreement for EDU-CRED
EDU-CRED, INC. (“EDU-CRED”) LICENSES THIS SOFTWARE PRODUCT TO YOU SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT” or “EULA”). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THIS COMPUTER SOFTWARE (THE “SOFTWARE”). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS EULA, NOT SOLD TO YOU. BY CLICKING THE “GET STARTED” CHECKBOX ON THE BETA TESTER PAGE, OR BY OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT USE THE SOFTWARE.
THIS EULA IS A LEGAL AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY, AND EDU-CRED.
You agree that, unless otherwise specifically provided herein or agreed by EDU-CRED in writing, the Software, including the specific design and structure of individual programs and the Software, provided to you by EDU-CRED constitutes a trade secret and confidential proprietary information of EDU-CRED. You shall permit only authorized users who possess rightfully obtained licenses to the Software (“Authorized Users”) to use the Software. You agree not to transfer, copy, reverse compile, reverse engineer, disassemble, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of EDU-CRED (except to the extent applicable laws specifically prohibit such restriction). You agree 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 Software provided to you by EDU-CRED. You will use your best efforts to cooperate with and assist EDU-CRED in identifying and preventing any unauthorized use, copying, or disclosure of the Software, or any portion thereof.
It is expressly understood, acknowledged and agreed that you may provide to EDU-CRED 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”). If you provide such Feedback to EDU-CRED, you shall grant EDU-CRED 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 EDU-CRED product, technology, service, specification or other documentation (individually and collectively, “EDU-CRED Products and Services”); (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 EDU-CRED Product and Services; (iii) solely with respect to 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 you 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 EDU-CRED Product and Service, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require EDU-CRED to comply with any additional obligations with respect to any EDU-CRED Products and Services that incorporate any Feedback.
Grant of License
Subject to the terms and conditions of this Agreement, EDU-CRED hereby grants to you a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Software solely for purposes of internal testing and evaluation, and (ii) to copy the Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.
Restrictions on Grant
Except as otherwise specifically permitted in this Agreement, you 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 EDU-CRED; (c) separate the 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 Authorized User; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for 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 the Software or any component thereof; (g) transfer the Software under any circumstances; (h) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software; (i) publish any results of benchmark tests run on the Software to a third party without EDU-CRED’s prior written consent; or (j) use any Software on a system with more CPUs than the number licensed, by more users than have been licensed, on more computers or computing devices than the number licensed, or by more developers than the number licensed, as applicable.
Beta-Software Product Support
EDU-CRED 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. EDU-CRED is under no obligation to develop the Software or market the Software.
Ownership and Copyright of Software
Title to the Software and all copies thereof remain with EDU-CRED and/or or its suppliers. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. You will not remove copyright notices from the Software., and you agree to prevent any unauthorized copying of the Software. Except as expressly provided herein, EDU-CRED does not grant any express or implied right to you under EDU-CRED patents, copyrights, trademarks, or trade secret information.
Term of this Agreement
Your rights with respect to the Software will terminate upon the earlier of (a) the initial commercial release by EDU-CRED of a generally available version of the Software or (b) six months after the last date you receive the Software or any update thereto (the “Beta Period”). This Agreement does not constitute a license to use the Software after the expiration of the Beta Period. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, you shall immediately cease using the Software and all other tangible items in your possession or control that are proprietary to or contain Confidential Information, and immediately destroy all copies of the Software. Notwithstanding the above, the provisions of this Agreement (other than your license to use the Software) shall survive the termination of the license, or the termination or expiration of this Agreement.
THE BETA SOFTWARE LICENSED HEREUNDER 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. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS. DUE TO THE PRE-RELEASE NATURE OF THE SOFTWARE, EDU-CRED MAKES NO WARRANTIES WHATSOEVER AS TO THE ACCURACY, COMPLETENES, SECURITY AND OPERATIONAL PERFORMANCE OF THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU. THIS DICLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.
EDU-CRED AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. EDU-CRED AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY EDU-CRED AND ITS LICENSORS.
UNLESS EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT OR SUBSCRIPTION PACKAGE (INCLUDING BUT NOT LIMITED TO YOUR PAID SUBSCRIPTION TO AUDIT SUPPORT SERVICES), THE SERVICE IS PROVIDED TO YOU FOR TRACKING PURPOSES ONLY, AND DOES NOT CONSTITUTE LEGAL, ACCOUNTING, TAX OR FINANCIAL ADVICE. EDU-CRED AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY REGARDING COMPLIANCE WITH PROFESSIONAL LICENSING REQUIREMENTS, RULES OR REGULATIONS. IT IS YOUR SOLE RESPONSIBILITY TO MONITOR AND ENSURE YOUR COMPLIANCE WITH PROFESSIONAL LICENSING REQUIREMENTS. NOTHING PROVIDED HEREIN SHOULD BE USED AS A SUBSTITUTE FOR THE ADVICE OF THE RELEVANT PROFESSIONAL LICENSING ORGANIZATIONS.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL EDU-CRED BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF EDU-CRED SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, EDU-CRED IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), EDU-CRED’S LIABILITY TO YOU WILL BE LIMITED TO THE GREATER OF $25 OR THE AMOUNT YOU PAID FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
The Software may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. You acknowledge and agree that the Software shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and other applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. EDU-CRED and its licensors make no representation that the Software is appropriate or available for use in other locations. If you use the Software from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
Governing Law and Severability
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Software shall be subject to the exclusive jurisdiction of the state and federal courts located in Boston, MA. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Confirmation, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and EDU-CRED as a result of this Agreement or use of the Software. The failure of EDU-CRED to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by EDU-CRED in writing. This Agreement comprises the entire agreement between you and EDU-CRED and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. In the event that any of your Authorized Users are contractors to your organization, you agree that such contractors shall be required by written agreement to comply with all applicable restrictions set forth in this Agreement, and you shall be fully liable for and indemnify EDU-CRED with respect to any failure of any contractor to so comply.
This Agreement constitutes the complete and exclusive agreement between you and EDU-CRED 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 you and an authorized representative of EDU-CRED.
This product is based on a technology that is the subject matter of a number of pending patent applications.