THIS AGREEMENT is made by and between Halo Foundation Computing, LLC (“HaloFC”), a California Limited Liability Company, located at 2512 Telegraph Avenue, Suite 115, Berkeley, California 94704, and Licensee (“Licensee”).
Halo FC has developed software and related material to be tested in a Beta format prior to general release. “Software” means (a) all of the contents of the files, download packages or such contents as are hosted by Halo FC, its resellers, ISV partners, or other business partners (collectively “Authorized Partner(s)”), including but not limited to (i) Halo FC or third party computer information or software; (ii) related explanatory materials including information on the term of your license (“Documentation”); and (b) upgrades, modified or subsequent versions and updates (collectively “Updates”), of the Software, if any, licensed to you.
Licensee wishes to serve as a Beta test site for such Software, and is willing to provide feedback to Halo FC as part of the Beta process.
TERMS AND CONDITIONS
The parties agree as follows:
Halo FC grants to Licensee a non-exclusive, non-transferable license to use the Software solely for Beta testing and Beta use, subject to the term and conditions below, and in the End User License Agreement (EULA) that comes with the Software.
The Licensee upon completion of the Beta test agrees to provide reasonably requested material, statistics, and/or information that is not deemed confidential to Licensee’s business for use in Software improvement, press releases, customer testimonials, and as a reference in marketing and sales initiatives by Halo FC.
In consideration for receiving a copy of the Software for testing, Licensee agrees to serve as a "Beta Site" for the Software and will notify Halo FC of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to Halo FC all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trademark, or other intellectual property rights.
Licensee consents to Halo FC utilizing a Halo FC Pillar Appliance to accomplish visibility of aggregated data packets in Licensee’s computer and/or network, for the purpose of Halo FC utilizing and sharing such information in a statistical format with Authorized Partners and within Halo FC to routinely assess and service Beta test needs and service subscription requirements. Licensee further consents to Halo FC compiling, utilizing, and sharing Licensee’s name and contact information with Authorized Partners and within Halo FC to routinely assess and service Beta test needs and service subscription requirements.
Licensee agrees that Software is the sole property of Halo FC and includes valuable trade secrets of Halo FC. Licensee agrees to treat Software as confidential and will not without the express written authorization of Halo FC:
Software is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. Software may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. Software is provided "AS IS" without warranty of any kind. The entire risk arising out of the use or performance of Software remains with Licensee. In no event shall Halo FC be liable for any damage whatsoever arising out of the use of or inability to use Software, even if Halo FC has been advised of the possibility of such damages. Please refer to the EULA for a fuller explanation.
The laws of the State of California shall govern this Agreement. Jurisdiction of any dispute shall be set in Alameda County, California. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration, consistent with the EULA.
Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision.
Other than the EULA, this Agreement constitutes the entire and only agreement between the parties for Software and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
Failure of Halo FC to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.
The parties agree that electronic signatures are permitted. Licensee may sign this Agreement by submitting this form