Beta Testing License Agreement for e-Tools, an e-Up Unified Perspective Ltd. software
E-UP UNIFIED PERSPECTIVE LTD ("e-Up") LICENSES THIS SOFTWARE PRODUCT TO YOU (“Beta customer”) 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 INSTALLING, COPYING AND USING THIS COMPUTER SOFTWARE (e-Tools for Siebel) AND THE ACCOMPANYING DOCUMENTATION (THE "SOFTWARE"). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS EULA, NOT SOLD TO YOU. BY INSTALLING, COPYING OR 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 INSTALL, COPY OR USE THE SOFTWARE AND YOU SHOULD DELETE ANY FILES DOWNLOADED FROM e-Up’s LINKS AND SERVERS.
THIS EULA IS A LEGAL AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY AND e-Up Unified Perspective Ltd. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH e-Up RELATING TO THE SOFTWARE.
1. ASSENT TO BE BOUND
By clicking the "I read, understood and agree with the terms in the BETA EULA" checkbox on the Contact Form, by executing a written copy of this Agreement, or by installing, copying or otherwise using this Software, you agree to be bound by the terms of this Agreement. If you do not agree with any term or condition, do not download, order, open, install or use the Software or product package.
2. BETA DISCLAIMER
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. 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 AND/OR ACCOMPANYING MATERIALS.
3. NATURE OF AGREEMENT
The Beta Product is a release of a e-Up that is not generally available for distribution at the time it is shipped to Beta Customer and is not intended for use in a production environment. The Beta Product shall be used by Beta Customer for testing purposes and within the parameters as mutually determined by the parties. The purpose of the usage shall be to facilitate the commercial availability of the Beta Product and to obtain information about Beta Customer’s experience with such. Upon termination of this Agreement, Beta Customer shall delete the Beta Product from any system on which it has been installed.
e-Up reserves the right to select the participants in the Beta Program independently of the requests received.
It is expressly understood, acknowledged and agreed that you shall, regardless of whether or not formally requested to do so, provide to e-Up 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 e-Up, you shall grant e-Up the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights:
(a) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any e-Up product, technology, service, specification or other documentation (individually and collectively, "e-Up Products");
(b) 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 e-Up Product;
(c) 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
(d) 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 e-Up Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require e-Up to comply with any additional obligations with respect to any e-Up Products that incorporate any Feedback.
(e) as part of the Feedback, the Beta Customer agrees that e-Up can use any public profile (e.g. LinkedIn public profile) provided during the subscription process for the Beta Enrolment, as part of marketing materials and activities. The profile information treatment is covered by the Feedback treatment rules.
5. WARRANTIES AND INDEMNIFICATION
YOUR RESPONSIBILITIES. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to use your Oracle Siebel application and the relevant data. You agree that any usage of e-Up software or services shall not be used to infringe on Oracle or other third parties copyright or intellectual property. You acknowledge and agree that you should not rely on the e-Up Products, Content, Files and Services for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the e-Up Products, Content, Files or Services. Without limiting the foregoing, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the e-Up Products, Content, Files and/or Services.
INDEMNITY.Customer shall defend, indemnify, and hold harmless e-Up or its agents or suppliers for any claim resulting from a violation of the Acceptable Use Policy, any infringement of patents, copyrights, or other intellectual property rights resulting from Customer content, use of e-Up’s Services or Products, or use of products or services not supplied by e-Up. e-Up shall promptly notify Customer in writing of any claim, suit, or proceeding for which an indemnity is claimed, and allow Customer to control the defense of any claim, suit, or proceeding. Customer shall not enter into any settlement that imposes liability or obligations on e-Up without obtaining e-Up's prior written consent.
6.TERM AND TERMINATION
This Agreement shall become effective upon Beta Customer’s acceptance of the Agreement and/or completion of the beta enrolment form and/or installation of the Beta Product, and will continue until the date e-Up makes the Beta Product generally available to the public; provided, however, either party may terminate this Agreement at will before that date. If the licensee terminates the contract, the software will cease to be available for further usage.
7. BETA-SOFTWARE PRODUCT SUPPORT
E-Up 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.
8. RESERVATION OF RIGHTS
e-Up retains all right, title and interest in the Beta Product(s) and in all materials delivered in connection with such. You, the Beta Customer has no rights other than those granted in this Agreement.
9. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, e-Up hereby grants to you a non-exclusive, non-transferable license (without the right to sublicense)
(a) to use the Software in accordance with the Documentation solely for purposes of internal testing and evaluation, and
(b) to save copies of the documentation produced by the software for your internal purposes such as archival or backup purposes.
10. 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;
(b) copy the Software except as provided in this Agreement or elsewhere by e-Up;
(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 e-Up prior written consent; or
(i) 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
11. OWNERSHIP AND COPYRIGHT OF SOFTWARE
Title to the Software and all copies thereof remain with e-Up. The Software is copyrighted and is protected by Irish copyright laws and international treaty provisions. Beta Customer will not remove copyright notices from the Software. Beta Customer agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, e-Up does not grant any express or implied right to you under e-Up patents, copyrights, trademarks, or trade secret information.
12. DISCLAIMERS & LIMITATIONS OF LIABILITY
(a) The design of the Beta Product may be changed prior to general availability from e-Up without notice, and e-Up does not guarantee that compatibility of Beta Customer's system can or will be maintained with subsequent versions of Beta Product or Product, that may become generally available from e-Up.
e-Up reserves the right to withdraw any Beta Product from Beta Testing and never release it as a commercial product.
(b) THE BETA PRODUCTS AND TECHNICAL SUPPORT (IF ANY) ARE PROVIDED "AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Beta Customer remains solely responsible for the design of Beta Customer's system and Beta Customer's results.
(c) IN NO EVENT WILL e-Up BE LIABLE FOR ANY DAMAGES UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY BETA CUSTOMER BASED ON A THIRD PARTY CLAIM.
(d) The Beta Product may not be at the level of performance, compatibility or safety of generally available e-Up products. Beta Customer understands and agrees that e-Up makes no representation or warranties regarding use of the Beta Product. Beta Customer shall have sole responsibility for adequate protection and backup of its data or equipment used in connection with the Beta Product and Beta Customer shall not claim against e-Up for lost data, re-run time, inaccurate input, work delays or lost profits resulting from the use of the Beta Product.
(a) Governing Law. This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the Republic of Ireland, and shall be deemed to be executed in the Republic of Ireland.
Indemnity. Customer shall defend, indemnify, and hold harmless e-Up or its agents or suppliers for any claim resulting from a violation of the Acceptable Use Policy, any infringement of patents, copyrights, or other intellectual property rights resulting from Customer content, use of e-Up’s Services or Products, or use of products or services not supplied by e-Up. e-Up shall promptly notify Customer in writing of any claim, suit, or proceeding for which an indemnity is claimed, and allow Customer to control the defense of any claim, suit, or proceeding. Customer shall not enter into any settlement that imposes liability or obligations on e-Up without obtaining e-Up's prior written consent.
(b) Jurisdiction. Any legal action or proceeding relating to this Agreement shall be instituted in any state or federal court in Dublin, Republic of Ireland.
e-Up and Beta Customer agree to submit to the jurisdiction of, and agree that venue is proper in, the aforesaid courts in any such legal action or proceeding.
(c) Export Restrictions
You acknowledge that Software is of Irish origin. Recipient agrees to comply with all applicable international and national laws that apply to the Software, including the Irish and European export regulations, as well as end-user, end-use and destination restrictions issued by Irish and other governments.
Last Edited on 2015-08-07