Oporo Software Limited licenses this Beta Software Program Product to Licensee subject to the terms contained in this Beta Testing License Agreement (this “Agreement”). Read the terms and conditions of this Agreement carefully before installing, copying, and using this Oporo Software Limited Beta Licensed Software and, if any, the accompanying documentation.
The Beta Licensed Software is copyrighted to Oporo Software Limited and it is made available to Licensee under this Agreement for testing purposes only, it is not sold to Licensee and should not be used in production environments. This Beta Licensed Software has not been released for sale, distribution or usage for the public and will be referred to as “Beta Licensed Software” from here on.
By clicking the “I accept the terms...” checkbox on the initial email, by executing a written copy of this Agreement, by installing, copying or otherwise using the Beta Licensed Software, Licensee is considered to have read and Licensee agrees to be bound by the terms of this Agreement. If Licensee is not willing to be bound by the terms of this Agreement, do not install, copy or use the Beta Licensed Software.
Oporo Software Limited reserves the right to update this Agreement at any time without any prior notice to Licensee. The applicable and most current version of this Agreement is at Licensee’s disposal on this link.
Licensee agrees and acknowledges that the terms and conditions in this Beta Testing License Agreement has no effect nor any influence or any connection with – if any – any other Oporo Software License Agreement which are applicable on Oporo Software Limited Program Products purchased by Licensee.
1.1. THE BETA SOFTWARE LICENSED HEREUNDER IS STILL IN TESTING PHASE AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND 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. FUNCTIONS AND FEATURES WITHIN THE BETA VERISON MAY NOT BE INCLUDED IN THE FINAL RELEASE.
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 BETA LICENSED SOFTWARE AND/OR ACCOMPANYING MATERIALS.
2.1. Licensee agrees that, unless otherwise specifically provided herein or agreed by Oporo Software Limited in writing, the Beta Licensed Software and, if any, the Documentation, provided to Licensee by Oporo Software Limited constitute confidential proprietary information of Oporo Software Limited. Licensee shall permit only authorized users, who possess rightfully obtained license keys, to use the Beta Licensed Software or to view, if any, the Documentation. Licensee agrees not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Oporo Software Limited. Licensee agrees 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 Beta Licensed Software provided to Licensee by Oporo Software Limited. Licensee will use its best efforts to cooperate with and assist Oporo Software Limited in identifying and preventing any unauthorized use, copying, or disclosure of the Beta Licensed Software, if any, Documentation, or any portion thereof.
2.2. This Beta Licensed Software can be accessible only to Licensees who are invited to test for using pre-release Beta Licensed Software and providing feedback to Oporo Software Limited. All information available concerning the Beta Licensed Software is confidential information of Oporo Software Limited. For a period of five years from the time Licensee accessed this confidential information, Licensee may not disclose this confidential information to any third party. This restriction will not apply to any information that is or becomes publicly available without a breach of this restriction; was lawfully known to the receiver of the information without an obligation to keep it confidential; is received from another source that can disclose it is lawfully and without an obligation to keep it confidential; or is independently developed. Licensee may disclose this confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, you must seek the highest level of protection available and, when possible, give Oporo Software Limited enough prior notice to provide a reasonable chance to seek a protective order.
3.1. It is expressly understood, acknowledged and agreed that Licensee shall, regardless of if formally requested to do, provide to Oporo Software Limited reasonable suggestions, comments and feedback regarding the Beta Licensed Software, including but not limited to usability, bug reports and test results (collectively, “Feedback”). If Licensee provides such Feedback to Oporo Software Limited, Licensee shall grant Oporo Software Limited the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Oporo Software Limited product, technology, service, specification.
3.2. Further, Licensee warrants that its Feedback is not subject to any license terms that would purport to require Oporo Software Limited to comply with any additional obligations with respect to any Oporo Software Limited Products that incorporate any Feedback.
3.3. Should Licensee encounter any bugs, glitches, lack of functionality or other problems on the website, please let Oporo Software Limited know immediately so it can have rectified accordingly. Licensee can submit its requests and issues to
Licensee’s help in this regard is greatly appreciated.
4.1. Subject to the terms and conditions of this Agreement, Oporo Software Limited hereby grants to Licensee a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Beta Licensed Software in accordance with, if any, the Documentation solely for purposes of internal testing and evaluation, and (ii) to copy Beta Licensed Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies and provided that only one copy of the Beta Licensed Software may be used at a time.
5.1. Except as otherwise specifically permitted in this Agreement, Licensee may not: modify or create any derivative works of any Beta Licensed Software or ocumentation,including – without limitation – translation or localization; (code written to published APIs (Application programming interfaces) for the Beta Licensed Software shall not be deemed derivative works) copy the Beta Licensed Software except as provided in this Agreement or elsewhere by Oporo Software Limited; separate Beta Licensed Software, which is licensed as a single product, into its component parts; reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product of the Beta Licensed Software (except to the extent applicable laws specifically prohibit such restriction); redistribute, encumber, sell, rent, lease, sublicense, use the Beta Licensed Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. Licensee may NOT transfer the Beta Licensed Software under any circumstances; remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Oporo Software Limited Product(s); or publish or make public any results of benchmark tests run on any Software to a third party without Oporo Software Limited prior written consent.
6.1. Oporo Software Limited is under no obligation
i) to provide any technical support under the terms of this license,
ii) to continue to develop, productive, support, repair, offer for sale or in any other way continue to provide or develop Beta Licensed Software either to Licensee or to any other party, and
iii) provides no assurance that any specific errors or discrepancies in the Beta Licensed Software will be corrected.
7.1. Title to the Beta Licensed Software and all copies thereof remain with Oporo Software Limited. The Beta Licensed Software is copyrighted to Oporo Software Limited. Licensee will not remove copyright notices from the Beta Licensed Software. Licensee agrees to prevent any unauthorized copying of the Beta Licensed Software. Oporo Software Limited does not grant any express or implied right to Licensee under Oporo Software Limited patents, copyrights, trademarks, or trade secret information.
8.1. Licensee’s rights with respect to the Beta Licensed Software will terminate upon the earlier of the initial commercial release by Oporo Software Limited of a generally available version of the Licensed Software; or termination of the Beta Program.
8.2. 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 Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to Oporo Software Limited (or, at Inventive Designers’ request, destroy), the Beta Licensed Software, if any, the Documentation, and all other tangible items in Licensee’s possession or control that are proprietary to or contain Confidential Information of Oporo Software Limited.
9.1. THE BETA LICENSED SOFTWARE AND, IF ANY, DOCUMENTATION ARE LICENSED “AS IS”, AND OPORO SOFTWARE LIMITED DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, USABILITY OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLE QUALITY, TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, TO THE EXTENT AUTHORIZED BY LAW.
9.2. WITHOUT LIMITATION OF THE FOREGOING, OPORO SOFTWARE LIMITED EXPRESSLY DOES NOT WARRANT THAT THE BETA LICENSED SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE BETA LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE BETA LICENSED SOFTWARE IS BEING PROVIDED TO LICENSEE “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RESPONSIBILITY FOR SELECTING THE BETA LICENSED SOFTWARE TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM ITS USE OF THE BETA LICENSED SOFTWARE. LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE BETA LICENSED SOFTWARE.
9.3. ANY DOWNLOAD AND USE OF THIS BETA LICENSED SOFTWARE PROGRAM PRODUCT IS DONE AT THE LICENSEE’S OWN RISK AND THE LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO – WITHOUT LIMITATION – ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SHOULD IT PROVE DEFECTIVE, LICENSEE ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR AND/OR CORRECTION. IT IS THEREFORE UP TO THE LICENSEE TO TAKE ADEQUATE PRECAUTION AGAINST POSSIBLE DAMAGES RESULTING FROM THIS BETA LICENSED SOFTWARE. SOFTWARE IN BETA TESTING SHOULD FOR EXAMPLE NOT BE USED ON SENSITIVE AND/OR VALUABLEDATA AND SHOULD NOT BE USED IN PRODUCTION SYSTEMS.
10.1. IN NO EVENT WILL OPORO SOFTWARE LIMITED BE LIABLE TO LICENSEE OR ANY PARTY FOR – WITHOUT LIMITATION – ANY LOSS OF USE; INTERRUPTION OF BUSINESS; OR ANY DIRECT; INDIRECT; SPECIAL; INCIDENTAL; EXEMPLARY OR PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT; TORT (INCLUDING NEGLIGENCE); STRICT PRODUCT LIABILITY OR OTHERWISE; WHETHER ARISING OUT OF THE USE OR INABILITY TO USE THE BETA LICENSED SOFTWARE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY LICENSEE OR THIRD PARTIES OR A FAILURE OF THE BETA LICENSED SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF OPORO SOFTWARE LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.1. This Agreement shall be governed by and interpreted in accordance with the laws of Belgium. Any claim or dispute arising about this Agreement shall be resolved in the competent courts In the United Kingdom.
12.1. This Agreement is a legal agreement and constitutes the complete and exclusive agreement between Licensee and Oporo Software Limited 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 Licensee and an authorized representative of Oporo Software Limited.