OctoTools 5.0.0.35


EULA - End User License Agreement



Final distribution version will be available soon
JBM Systems, Inc
4 Bald Hill Lane
Peabody, MA 01960
Telephone 978-535-7676 Fax 781-623-6535
www.jbmsystems.com Sales@jbmsystems.com
BETA TEST AGREEMENT

Between ______________________________________________ ("Licensee")

and JBM Systems, Inc. ("JBM")

This Beta Test Agreement (this "Agreement"), dated as of this _______ day of ________________, 200 _, is made by and between JBM and Licensee (each a "Party" and together the "Parties").

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. Scope. JBM will provide the pre-release version of OctoTools™, OctoDesigner™ and associated media and printed materials, and may include online or electronic documentation (collectively, the "Software") to Licensee. The Software is being provided for the mutual benefit of the parties in evaluating and testing the Software capabilities.

2. Grant. JBM grants to Licensee, and Licensee accepts from JBM, on the express terms and conditions of this Agreement, a royalty-free, non-exclusive, non-sublicensable, non-assignable, non-transferable, revocable limited license and right to participate in and receive the benefits of the Beta Test of the Software hereunder solely for the use and purpose of the testing and evaluation of the Software''s applicability, usability, performance and design and to enable Licensee to fulfill its evaluation and reporting obligations contained in Article 3.

3. Beta Test and Evaluation. Licensee will use its best efforts to Beta Test the Software in so much as the Software is compatible with Licensee''s test environment, and Licensee confirms it has the available resources at the time of this Beta Test to conduct such testing. Licensee agrees to use the Software only in a test environment, and not in a production capacity, and not to assign, transfer or otherwise use or enable or cause any other party to use the Software in such manner. Licensee shall cooperate with JBM in the evaluation of the performance of the Software and shall record and report any problems detected or enhancement suggestions, and other information pertinent to the proper evaluation of the Software, and report such evaluation to JBM at agreed upon intervals. Notwithstanding any other provision in this Agreement, JBM shall have the right to use Input and other ideas, information, understandings, and concepts derived from Licensee''s evaluation of the Software without restriction and without additional compensation to Licensee. "Input" shall mean all suggestions, comments, feedback, ideas, evaluations or know-how (whether in oral, written or other form) generated or otherwise provided by Licensee to JBM in connection with the Software. Input shall be the sole property of JBM, and to the extent it is not, Licensee grants to JBM, under all of its intellectual property and proprietary rights, the following worldwide, exclusive, perpetual, irrevocable, royalty-free, fully paid up rights: (i) to make, use, copy, modify and create derivative works of the Input, (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell and sell, rent, lease or lend copies of the Input (and derivative works thereof), and (iii) to sublicense or assign to third parties the foregoing rights, including the right to sublicense to further third parties. Licensee warrants that the Input does not infringe any copyright, trade secret, or any other right of any third party, and that Licensee has no knowledge of, and has not been put on notice of, any patent or any similar right of any third party that may be infringed by the Input (including any implementation thereof recommended by Licensee).

4. Disclaimer and Limitation of Liability. THE PARTIES HEREBY AGREE THAT THE SOFTWARE IS CURRENTLY IN A TESTING PHASE OF DEVELOPMENT, HAS NOT BEEN MADE AVAILABLE TO THE COMMERCIAL MARKETPLACE AND IS PROVIDED "AS IS." JBM AND ITS THIRD PARTY SUPPLIERS (IF ANY) MAKE NO WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR AGAINST INFRINGEMENT WITH RESPECT TO THE SOFTWARE PROVIDED UNDER AND PURSUANT TO THIS AGREEMENT. IN NO EVENT WILL JBM AND/OR ITS THIRD PARTY SUPPLIERS BE LIABLE TO LICENSEE FOR ANY DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT OR OTHERWISE, EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AS PRERELEASE CODE, THE SOFTWARE MAY NOT OPERATE CORRECTLY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO FIRST COMMERCIAL SHIPMENT, OR WITHDRAWN. PARTS AND OTHER FILES CREATED WITH THE SOFTWARE ARE NOT GURANTEED TO WORK WITH ANY FUTURE PRODUCTION SOFTWARE.

5. Proprietary Information. The Software and the data and findings reported pursuant to this Agreement are the sole property of JBM. By accepting the Software, Licensee acknowledges that the Software constitutes an unpublished work for purposes of the copyright laws, and that the Software embodies valuable confidential business and trade secret information of JBM and/or its third party suppliers. As such, Licensee will be bound by the terms of Article 6 herein during and subsequent to the testing and evaluation of the Software. Licensee will have no right, title, or interest in, or right to use the Software, or any portion thereof, except as expressly set forth in or permitted by this Agreement or in any subsequently executed license agreement.

6. Confidentiality And Limitations On Use. Licensee agrees to receive and hold in confidence (with not less than the same degree of care employed by Licensee to prevent the unauthorized disclosure of its own confidential information) and to not disclose in any manner to parties without a valid need to know, nor to third parties, the Software and any other materials delivered with it, or information disclosed to Licensee by JBM under this Agreement or any other license. Licensee will use the Software and any related documentation and all information, reference materials and other products, if any, resulting from the use thereof or created therefrom ("Other Softwares") internally only within its own company in the pursuit of its own internal business interests, and as agreed to in this Agreement. Licensee will not copy (in whole or in part except as reasonably required to install the Software and for required backup purposes), transfer, assign, sell, resell, rent, lease, license, distribute, pledge, hypothecate or otherwise transfer, with or without consideration, the Software, the Input or such materials or information or such Other Softwares to any third party or permit any third party to reproduce or copy or otherwise use or see any such product or such materials or information or such Other Softwares in any form, and will use its best efforts to ensure that no improper or unauthorized use of the Software is made. Licensee acknowledges that the Software is being provided by JBM for testing and evaluation purposes only.

Licensee will not modify, merge, create derivative works, translate, reverse engineer or decompile the Software, in whole or in part, nor create or attempt to create, by reverse engineering or disassembling of the design, algorithms or other proprietary trade secrets or otherwise, the source code version or any other version of the Software. Licensee will retain and reproduce all copyright or proprietary notices in their exact form on all copies of the Software made by Licensee. As between Licensee and JBM, the original and all copies of the Software will remain the sole property of JBM and will be subject to the terms and conditions of this Agreement. JBM reserves all rights in the Software not explicitly granted herein.

If Licensee or any of its employees breach or threaten to breach the obligations of this Agreement, JBM will have the right, in addition to such other remedies which may be available to it, to seek injunctive relief enjoining such acts or attempts, it being acknowledged and agreed by Licensee that monetary damages are inadequate to protect JBM.

Upon JBM''s written request, or upon termination or expiration of this Agreement, Licensee agrees to immediately return to JBM all Software and any other materials furnished by JBM which contain such confidential information together with all copies thereof made by Licensee, its agents and employees, or to destroy such items and deliver to JBM written certification that they have been destroyed.

7. Term. The Beta terms stated herein will remain in effect for twelve (12) months from the effective date of this Agreement (above), unless earlier terminated as expressly provided herein. Either Party may terminate this Agreement upon ninety (90) days written notice to the other Party, except in the event of a breach of Article 6: Confidentiality and Limitations on Use, in which case JBM may terminate this Agreement immediately. All obligations regarding the Software will cease upon expiration or termination, except those regarding confidentiality, which will continue.

8. General. Neither Party will, without securing the written consent of an authorized representative of the other Party, divulge the terms of this Agreement to any third party, publicly announce the existence of the Agreement, advertise or release any publicity in regard thereto, or publish any trademarks of JBM. Expiration or termination of this Agreement will not release either Party from the obligations contained in Article 6 of this Agreement.

The Software is not currently for sale or license, other than for Beta Testing purposes. This Beta Test disclosure is not an offer for sale or license, nor a solicitation for business. JBM reserves the right not to use or market the Software evaluated herein. JBM does not warrant or represent that this Software will be made available to Licensee at any time in the future, and Licensee will be under no obligation whatsoever to purchase or license any such software at any future time.

Licensee will pay all installation and operation costs incurred by Licensee and JBM, if any, in conducting the Beta Test for the Software.

This Agreement will extend to and be binding upon the successors, legal representative and valid assigns of the Parties. However, this Agreement and the licenses granted hereunder may not be assigned, sublicensed, or otherwise transferred (by operation of law or otherwise) by Licensee without the prior written consent of JBM.

The Parties herein agree that the terms and conditions of this Agreement, except to the extent that they are exclusively amended herein, are the complete and exclusive statement of their agreement respecting the subject matter hereof and that such documents supersede all proposals, oral or written, respecting such subject matter. This Agreement will not be varied other than in writing, executed by the duly authorized representatives of both parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

There will be no export of the Software without (i) the express written consent of JBM and (ii) obtaining any required prior authorization from the US Department of Commerce or other applicable authority. Diversion contrary to US law is prohibited.

This Agreement will be governed by and construed in accordance with the substantive laws of the Commonwealth of Massachusetts, without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction.

9. Use Constitutes Acceptance. USE OF THE SOFTWARE CONSTITUTES ACCEPTANCE OF THE LICENSE AND THESE TERMS AND CONDITIONS AND AN AGREEMENT TO ABIDE BY THEM WHETHER OR NOT LICENSEE HAS READ THESE STATEMENTS OR EXECUTED THIS AGREEMENT.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the dates specified herein.

JBM Systems, Inc. Licensee

By: By:

Name: Name:

Title: Title:

Date: Date:



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Downloads: 183
Updated At: 2024-03-19
Publisher: JBM Systems, Inc
Operating System: linux, other, unix, windows, windows-mobile
License Type: Free Trial