We appreciate your interest in the Omnibus beta test program. Please complete and submit the registration form below and review and accept the Beta Software License Agreement.
If you are selected to participate in the beta program, an Alfega Technologies representative may contact you to ask a few additional questions and answer any preliminary questions you may have. Only those selected to participate in the program will be contacted.
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Please indicate in which capacity you will be performing the beta test (*)
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Have you participated in a beta program before? (*)
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Are you willing to participate in a conference call with other beta customers to talk about the product? (*)
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Which operating systems will you be using for testing? (*)
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Please tell us why you would like us to include you into the beta program and why you feel that you will be a good beta tester.
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Use of all Beta Software requires and is subject to an accepted Beta Software License Agreement. Please review the agreement below and submit your completed registration form.
ALFEGA TECHNOLOGIES, INC. - BETA/PRE-RELEASE
WORLDWIDE SOFTWARE LICENSE AGREEMENT
The Beta Product is still under development and testing. You should not use the Beta Product in a production environment.
This Agreement is between located at ("Licensee") and Alfega Technologies Inc. ("Alfega"), effective as of the date of the last signature of the parties below. Alfega and/or its affiliates and licensors owns the beta, alpha or other preliminary version of an Alfega software product, related documentation and any pre-generally available updates, new versions and upgrades, if any (collectively, the "Beta Product"), or has the rights to license use of the Beta Product, and is willing to grant to Licensee a limited license to use such Beta Product, on the following terms:
- BETA LICENSE. Subject to the terms of this Agreement, Alfega grants Licensee, from time to time and effective upon each delivery of a Beta Product, a worldwide, revocable (pursuant the termination section of the Agreement), non-exclusive, royalty-free and non-transferable license under copyright and trade secret laws to (a) use the Beta Product on any central processing unit ("CPU") owned or leased by Licensee and located at its premises, solely for the purpose of license performing internal testing of the Beta Product; (b) perform on the CPU; and (c) display internally on CPU monitors.
- RESTRICTIONS ON USE. Licensee agrees NOT to:
- use the Beta Product to process production data, or where it may be used as would the Product;
- use the Beta Product with data or information that has not been backed up;
- decompile, disassemble, reverse engineer or otherwise attempt to derive the Beta Product's source code from object code, except to the extent expressly permitted by applicable law or treaty despite this limitation;
- sell, rent, lease, license, sublicense, display, modify, time share, outsource or otherwise transfer the Beta Product to any third party;
- release any results of performance tests related to Beta Product to any third party without Alfega's prior written consent;
- use the Beta Product for any purpose other than as specifically provided in this Agreement; and
- export or re-export any Beta Product without both the written consent of Alfega and the appropriate U.S. and/or foreign government license.
- FEEDBACK. Licensee shall promptly provide to Alfega, in writing, any relevant feedback on the functionality and performance of the Beta Product and test results ("Feedback"). Alfega Technologies, Inc., or its affiliates owns all Feedback and test results relating to the Beta Product. Licensee hereby assigns to Alfega Technologies, Inc. all rights, title and interest in the Feedback and all intellectual property therein. If requested by Alfega, Licensee agrees to execute such further instruments as Alfega may reasonably request confirming Alfega Technologies, Inc.'s ownership interest in such Feedback.
- COPYRIGHT AND OWNERSHIP. All title to and intellectual property rights in the Beta Product, including, but not limited to all modifications thereto, are owned by Alfega and/or its affiliates and licensors, and are protected by both United States copyright law and applicable international copyright treaties. Licensee agrees not to claim or assert title to or ownership of the Beta Product. To the extent expressly permitted by applicable law or treaty notwithstanding the limitations of Section 1, Licensee may copy the Beta Product for backup or archival purposes, or as an essential step in utilizing the software, but for no other purpose. Licensee may not remove or alter any copyright or proprietary notice from copies of the Beta Product.
- PROPRIETARY RIGHTS AND CONFIDENTIALITY. Alfega and/or its affiliates and licensors retain all rights, title and interest to the Beta Product and all related intellectual property and proprietary rights. The Beta Product is protected by applicable copyright, trade secret, industrial and other intellectual property laws. Alfega reserves any rights not expressly granted to Licensee. "Confidential Information" means all proprietary or confidential information that is disclosed Alfega to Licensee, and includes, among other things (i) any and all information relating to the Beta Product or services provided by Alfega, its financial information, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts; (ii) the terms of this Agreement; and (iii) Feedback. Confidential Information does not include information that Licensee can show: (a) was rightfully in Licensee's possession without any obligation of confidentiality before receipt from Alfega; (b) is or becomes a matter of public knowledge through no fault of Licensee; (c) is rightfully received by Licensee from a third party without violation of a duty of confidentiality; (d) is independently developed by or for Licensee; or (e) is required to be disclosed by applicable law or court order. Licensee may not disclose Confidential Information of Alfega to any third party or use the Confidential Information in violation of this Agreement. In the event Licensee becomes legally compelled to disclose any Confidential Information, Licensee shall provide Alfega with prompt prior written notice of such requirement so that Alfega may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, or if Alfega waives in writing compliance with the terms of this Agreement, Licensee agrees to furnish only that portion of the information which Licensee is advised by written opinion of counsel is legally required and to exercise reasonable efforts to obtain confidential treatment of such information.
- TERMINATION. The license of Section 1 granted under this Agreement terminates on the earlier of:
- 90 days after Licensee's receipt of a Beta Product, or
- immediately upon Alfega's notice of termination for convenience.
Upon termination of any license or this Agreement, Licensee shall cease using the Beta Product and shall uninstall the Beta Product from each applicable CPU. Licensee agrees to destroy and certify the destruction of the Beta Product and delete all copies that have been installed on all CPU's or upon request return the Beta Product to Alfega. Sections 3, 4, 5, 6, 7, and 8 survive the termination of any Beta Product license.
If a Product is announced, replacing a Beta Product, and Licensee desires to acquire a license to use that Product, then Licensee must license that Product under the then-current license terms with the appropriate Alfega subsidiary or affiliate.
- DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY.
- THE BETA PRODUCT IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. ALFEGA AND/OR ITS AFFILIATES AND LICENSORS DO NOT WARRANT THAT ANY BETA PRODUCT WILL SATISFY LICENSEE'S REQUIREMENTS, THAT ANY BETA PRODUCT IS WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF ANY BETA PRODUCT WILL BE UNINTERUPTED. ALFEGA DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, MADE WITH RESPECT TO THE BETA PRODUCTS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND
- ALFEGA DISCLAIMS AND REJECTS ANY LIABILITY TO LICENSEE, OR ANY OTHER INDIVIDUAL OR ENTITY, FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE BETA PRODUCTS, EVEN IF ALFEGA HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. ALFEGA'S ENTIRE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR DIRECT DAMAGES UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSE THE APPLICABLE BETA PRODUCT OR $100.
- MISCELLANEOUS.
- Beta Products on CD-ROM. For the convenience of Licensee, Alfega may provide Licensee with a CD-ROM that contains a Beta Product, along with additional Alfega owned software programs. Licensee agrees not to access, install or use any of the additional software programs that may be contained in the CD-ROM, without Alfega's prior written consent. In the event Alfega provides Licensee such consent, Licensee's use of that software will be subject to the terms of this Agreement unless another enforceable Alfega license agreement applies to that software.
- No-Guarantee as to New Versions. Licensee acknowledges and agrees that Alfega is under no obligation to provide any maintenance releases, updates or new versions of the Beta Product. Alfega does not guarantee that any Beta Product will become a Product. If a Product is announced replacing a Beta Product, Alfega does not guarantee that the Product will be similar in functionality to the comparable Beta Product version licensed under this Agreement. This Agreement creates no obligation on behalf of Licensee to license any Product.
- Entire Agreement and Modifications. This Agreement is the entire understanding between Licensee and Alfega and replaces any prior communication, agreement or understanding of any kind, oral or written, concerning this subject matter. This Agreement may only be changed if mutually agreed to in writing between Licensee and an authorized representative of Alfega.
- Enforceability and Non-Assignment. If any part of this Agreement is found to be invalid or unenforceable, that part will be modified to the extent necessary to eliminate its invalidity or unenforceability, and the remaining terms will be in full force and effect. Licensee may not assign or otherwise transfer this Agreement or any of its rights or obligations without the prior written consent of Alfega.
- Governing Law. This Agreement is governed by the substantive laws in force, without regard to conflict of laws principles: (a) in the State of New York, if you acquired the License in the United States, Puerto Rico, or any country in Central or South America; (b) in the Province of Ontario, if you acquired the License in Canada (subsections (a) and (b) collectively referred to as the "Americas Region"); (c) in Singapore, if you acquired the License in Japan, South Korea, Peoples Republic of China, Special Administrative Regions of Hong Kong or Macau, Taiwan, Philippines, Indonesia, Malaysia, Myanmar, Singapore, Brunei, Vietnam, Cambodia, Laos, Thailand, India, Pakistan, Australia, New Zealand, Papua New Guinea or any of the pacific island states (collectively, "Asia Pacific Region"); or (d) in the Netherlands, if you acquired the License in any other country not described above. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed in its entirety.
- Arbitration. ANY DISPUTE BETWEEN CUSTOMER AND ALFEGA ARISING OUT OF THIS AGREEMENT OR THE BREACH OR ALLEGED BREACH, SHALL BE DETERMINED BY BINDING ARBITRATION CONDUCTED IN ENGLISH. IF THE DISPUTE IS INITIATED IN THE AMERICAS REGION, THE ARBITRATION SHALL BE HELD IN NEW YORK, U.S.A., UNDER THE CURRENT COMMERCIAL OR INTERNATIONAL, AS APPLICABLE, RULES OF THE AMERICAN ARBITRATION ASSOCIATION. IF THE DISPUTE IS INITIATED IN A COUNTRY IN THE ASIA PACIFIC REGION, THE ARBITRATION SHALL BE HELD IN SINGAPORE, SINGAPORE UNDER THE CURRENT UNCITRAL ARBITRATION RULES. IF THE DISPUTE IS INITIATED IN A COUNTRY OUTSIDE OF THE AMERICAS REGION OR ASIA PACIFIC REGION, THE ARBITRATION SHALL BE HELD IN AMSTERDAM, NETHERLANDS UNDER THE CURRENT UNCITRAL ARBITRATION RULES. THE COSTS OF THE ARBITRATION SHALL BE BORNE EQUALLY PENDING THE ARBITRATOR'S AWARD. THE AWARD RENDERED SHALL BE FINAL AND BINDING UPON THE PARTIES AND SHALL NOT BE SUBJECT TO APPEAL TO ANY COURT, AND MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. NOTHING IN THIS AGREEMENT SHALL BE DEEMED AS PREVENTING EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THE DISPUTE AS NECESSARY TO PROTECT EITHER PARTY'S CONFIDENTIAL INFORMATION, OWNERSHIP, OR ANY OTHER PROPRIETARY RIGHTS. ALL ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN CONFIDENCE, AND THE PARTY PREVAILING IN ARBITRATION SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS' FEES AND NECESSARY COSTS INCURRED RELATED THERETO FROM THE OTHER PARTY.
- Independent Contractor. Nothing in this Agreement will be construed as creating a joint venture, partnership or principal/agent relationship between the parties.
- U.S. Federal Acquisitions. This Article applies to all acquisitions of the commercial Beta Product subject to this Agreement by or on behalf of the federal government, or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the federal government. By accepting delivery of the Beta Product, the government hereby agrees that the Beta Product qualifies as "commercial" within the meaning of the acquisition regulation(s) applicable to this procurement. The terms and conditions of this Agreement shall pertain to the government's use and disclosure of the Beta Product, and shall supersede any conflicting contractual terms and conditions. If the license granted by this Agreement fails to meet the government's needs or is inconsistent in any respect with Federal law, the government agrees to return the Beta Product, unused, to Alfega. The following additional statement applies only to acquisitions governed by DFARS Subpart 227.4 (October 1988): "Restricted Rights - Use, duplication and disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (Oct. 1988)."
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers on the dates specified below.
I have read this Agreement and certify that I have the authority to accept the terms and conditions of the Beta Software License Agreement on behalf of Company/Licensee.
