THIS AGREEMENT is made by and between WitFoo, Inc. (“Company”), located at 2494 Jett Ferry Rd, Suite 255, Dunwoody, GA 30338 and your company (“Licensee”).
GENERAL TERMS AND CONDITIONS
A. Company has developed WitFoo Precinct, including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material (“Software”).
B. Company desires that the Software be tested prior to general release.
C. Licensee wishes to serve as a Beta test site for such Software;
NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:
1) Company grants to Licensee a non-exclusive, non-transferable license to use the Software on a single computer at Licensee’s business location solely for Beta testing and Beta use from effective date of agreement to 15 days after official release date of the products(s), subject to the term and conditions below.
2) 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 Company of all problems and ideas for enhancements which come to Licensee’s attention during the period of this Agreement, and hereby assigns to Company all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
3) Licensee agrees that Software is the sole property of Company until it is officially released and includes valuable trade secrets of Company. Licensee agrees to treat Software as confidential and will not without the express written authorization of Company:
3.1) Demonstrate, copy, sell or market Software to any third party; or
3.2) Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or
3.3) Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof.
4) 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 Software may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn.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 Company be liable for any damage whatsoever arising out of the use of or inability to use Software, even if Company has been advised of the possibility of such damages.
5) The Licensee upon completion of the Beta test agrees to provide material, statistics, or information that is not deemed confidential to Licensee’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by Company. Licensee will provide a quote to Company that may be used in a press release.
6) This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of Georgia. 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.
7) 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.
8) Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
9) Failure of Company 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.
10) 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 enforce-ability of this Agreement.