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Fast 4GL Systems Beta Agreement for Fast Helpdesk
BEFORE YOU CLICK ON THE "SUBMIT" BUTTON AT THE END OF THIS DOCUMENT,
CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING
ON THE "SUBMIT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE
BECOMING A PARTY TO THIS AGREEMENT.
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE
USING THE BETA SOFTWARE. FAST 4GL SYSTEMS, INC. IS ONLY WILLING TO
PROVIDE THE BETA SOFTWARE TO
YOU UNDER THESE TERMS AND CONDITIONS. ANY USE OF THE BETA SOFTWARE
WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS DO NOT PROCEED.
1. Purpose of Agreement
1.1 This Agreement is only for the purposes of allowing you (the
"Licensee") to use, test and evaluate the pre-production version
of Fast 4GL Systems' beta program known as Fast Helpdesk
("Beta Software") which has not been released by Fast 4GL Systems for commercial
use, during the term and under the confidentiality provisions set
forth in this Agreement.
1.2 Fast 4GL Systems shall have sole authority and discretion to determine the
period of time for testing and evaluation of the Beta Software.
Fast 4GL Systems shall be the sole judge of the success of such testing and the
decision, if any, to offer the Beta Software as a commercial product.
Licensee shall have no obligation to acquire a license to use the
Beta Software released as a commercial product.
2. License Grant
Fast 4GL Systems hereby grants to License and Licensee hereby accepts a
non-exclusive,
non-transferable, limited term license to use the Beta Software
to be installed on a single CPU residing on Licensee's premises,
only as expressly authorized in this Agreement.
3. Use of Beta Software
3.1 Licensee agrees that the evaluation and testing shall only be
made pursuant to the terms and conditions of this Agreement. Licensee
shall use the Beta Software only for its internal business purposes,
and shall not sell, distribute, assign or otherwise transfer the
Beta Software to any third party. Licensee is not authorized to
permit any other person to use the Beta Software on a time sharing
or any other basis.
The Beta Software is provided with RESTRICTED RIGHTS. Use, duplication
or disclosure by the U.S. Government is subject to restrictions
as set forth in subparagraph (c)(1)(ii) of The Rights in Technical
Data and Computer Program Product clause at DFARS 252.227-7013 or
subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted
Rights at 48 CFR 52.227-19, as applicable. Contract/Manufacturer
is Fast 4GL Systems, Inc, 220 White Horse Pike, Audubon, NJ 08106.
3.2. Licensee shall not alter, reverse engineer, decompile, or copy
the Beta Software, except that Licensee may reproduce machine readable
object code portions for back-up purposes and implementation of
new releases. All titles, trademarks, copyright notices and other
proprietary markings must be reproduced on all permitted copies
if any have been permitted by Fast 4GL Systems.
3.3 Upon Licensee's request, Fast 4GL Systems shall assist Licensee in the
installation
of the Beta Software and assist in the identification of errors
which may be found to exist in the Beta Software. However, Fast 4GL Systems makes
no representation that errors can or will be corrected.
3.4 At a mutually agreeable time during the term of this Agreement,
Licensee shall furnish a written or verbal report, whichever is
deemed appropriate by the parties, on the functional and technical
status of the Beta Software, including, without limitation, any
deficiencies in the Product and whatever information and documentation
is necessary to evaluate such deficiencies.
3.5 Licensee acknowledges that the Beta Software is in the development
stage, that it may contain known and unknown errors, that the result
of the use and operation may be unreliable, and that damage to Licensee's
production environment may be caused by the use of the Beta Software.
Licensee agrees that its use of the Beta Software will at all times
be entirely voluntary, at its own request and at its own risk.
4. Term/ Termination of this Agreement
4.1 This Agreement shall be effective from the date on which it
is accepted by Licensee ("Effective Date") and shall remain in effect
unless terminated as provided herein.
4.2 This Agreement may be terminated at any time by Licensee. This
Agreement will also terminate upon the earlier of (i) Fast 4GL Systems's written
notice or (ii) Fast 4GL Systems's release of the Beta Software as a commercial
product. Upon termination of the Agreement, Licensee will cease
all use of the Beta Software.
4.3 Within seven (7) days after any termination or expiration of
this Agreement, Licensee shall return all Beta Software (including
copies) to Fast 4GL Systems and execute and deliver to Fast 4GL Systems
appropriate documentation
confirming that Licensee has discontinued all use of the Beta Software.
5. Disabling Device.
LICENSEE UNDERSTANDS AND ACKNOWLEDGES
THAT THE BETA SOFTWARE CONTAINS A DISABLING DEVICE WHICH WILL AUTOMATICALLY
DISABLE THE BETA SOFTWARE ON JULY 30, 2000.
6. Confidentiality.
6.1 Licensee acknowledges that the Beta Software and materials relating
thereto are Confidential and Proprietary to Fast 4GL Systems. Licensee shall
(i) keep in confidence the Beta Software, including but not limited
to, all software, data, information, products, designs, know-how,
ideas, discoveries, procedures, programs and intelligence, whether
verbal, written, graphic or in machine readable form or otherwise,
which is the property of and is confidential and proprietary to
Fast 4GL Systems and its licensors ("Confidential Information") and (ii) use
Confidential Information only in connection with the use and evaluation
of the Beta Software, (iii) not transfer or disclose Confidential
Information without the prior written consent of Fast 4GL Systems, to anyone
other than its employees and consultants who require disclosure
in connection with Licensee's uses and evaluation of the Beta Software
and who are subject to confidentiality obligations in substance
at least as strict as these, and (iv) not copy Confidential Information
except as required for use, evaluation or maintenance of the Beta
Software. Notwithstanding the foregoing, Licensee shall not be liable
for the disclosure of Confidential Information if Licensee can show
any of the following:
- (i) the Confidential Information is or becomes a part of the
public domain through no fault of the Licensee;
- (ii) the Confidential Information was known to the Licensee
prior to the disclosure to Licensee by Fast 4GL Systems;
- (iii) the Confidential Information is rightfully received from
a third party outside Fast 4GL Systems and was disclosed to Licensee without
a breach of any confidentiality obligation.
6.2 Fast 4GL Systems is not interested in obtaining any information during the
term of this Agreement which Licensee considers to be proprietary
or confidential. Licensee agrees that Fast 4GL Systems shall have no obligation
of confidentiality and that there shall be no limitation of use
imposed on Fast 4GL Systems with respect to any ideas, concepts, know-how or
techniques relating to the Beta Software disclosed by Licensee during
the term of this Agreement. Fast 4GL Systems shall have the right to use, without
restriction or obligation to Licensee any such ideas, concepts,
know-how or techniques.
6.3 All Confidential Information disclosed under this Agreement
shall remain the exclusive property of Fast 4GL Systems and is propriety and
confidential to Fast 4GL Systems and incorporates trade secrets of Fast 4GL Systems. Further,
Licensee agrees that Fast 4GL Systems shall have the exclusive right to any
copyrights,
patents or other intellectual property rights associated with the
Confidential Information.
6.4 Licensee acknowledges that, in the event of any breach of this
Agreement, Fast 4GL Systems will not have an adequate remedy in money or damages.
Fast 4GL Systems therefore shall be entitled in such event to obtain an injunction
against such breach from any court of competent jurisdiction immediately
upon request. Fast 4GL Systems's right to obtain such relief shall not limit
its right to obtain other remedies.
6.5 The obligations of this Section 6 shall survive any termination
or expiration of this Agreement.
7. Test Disclosure
7.1 Licensee agrees not to disclose its use of, possession of, evaluation
of, or any results of its use of the Beta Software or this Agreement
outside Licensee, except to Fast 4GL Systems, without the prior written consent
of Fast 4GL Systems.
7.2 Licensee shall, upon Fast 4GL Systems's reasonable request, disclose to
Fast 4GL Systems
any and all information concerning its use of, possession of evaluation
of, performance of and results of its use of the Beta Software,
provided, however, that the foregoing shall in no event require
Licensee to disclose to Fast 4GL Systems any confidential information of Licensee.
7.3 The obligations of this Section 7 shall survive any termination
or expiration of this Agreement.
8. No Warranty; Limitation of Liability
THE BETA SOFTWARE IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND.
FAST 4GL SYSTEMS MAKES NO WARRANTIES WITH RESPECT TO THE BETA SOFTWARE, EXPRESS,
IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, AND SPECIFICALLY MAKES
NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR
PURPOSE OR NONINFRINGEMENT. FAST 4GL SYSTEMS' EXPRESS WARRANTIES WITH RESPECT
TO THE BETA SOFTWARE SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED
BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF, RENDERING
OF TECHNICAL OR OTHER ADVISE OR SERVICE IN CONNECTION WITH THE LICENSED
PRODUCT OR THE BETA SOFTWARE. FAST 4GL SYSTEMS SHALL HAVE NO LIABILITY IN CONTRACT,
TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
IN NO EVENT SHALL FAST 4GL SYSTEMS BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL
OR TORT DAMAGES, INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE
OR INABILITY TO USE, LOSS OF DATA, LOSS OF PROFITS, OR LOSS OF BUSINESS
ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE BETA
SOFTWARE OR FAST 4GL SYSTEMS PERFORMANCE OF SERVICES OR OF ANY OTHER OBLIGATIONS
RELATING TO THIS AGREEMENT, EVEN IF FAST 4GL SYSTEMS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
Licensee acknowledges Fast 4GL Systems' recommendation that Licensee continue
to utilize and maintain, at Licensee's own expense, and during the
term of this Agreement, any data processing capability or service
which the Beta Software may be used in place of. Licensee expressly
assumes all risk of loss and liability arising from any failure
to maintain any such parallel or back-up operation. Nothing contained
in this Agreement shall be construed so as to enlarge or vary any
maintenance responsibilities if any of Fast 4GL Systems with respect to the Beta
Software as may be defined in any other agreement between Fast 4GL Systems and
Licensee. Any obligation Fast 4GL Systems may have, by separate agreement, to
provide maintenance to the Beta Software shall in no way extend
to the Beta Software.
9. General
9.1 This Agreement may not be assigned by Licensee.
9.2 This Agreement represents the entire agreement between the parties
with respect to the subject matter hereof, and supersedes all prior
oral and written agreements and understandings relating thereto.
The invalidity or unenforceability of any part of this Agreement
for any reason whatsoever shall not affect the validity or enforceability
of the remainder. This Agreement shall be governed by and construed
and enforced pursuant to the laws of The Commonwealth of Delaware,
exclusive of its rules governing conflict of law and choice of laws.
9.3 LICENSEE ACKNOLWEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS
IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE
FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF
THE AGREEMENT BETWEEN LICENSEE AND FAST 4GL SYSTEMS AND SUPERSEDES ANY PROPOSAL,
OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS
BETWEEN LICENSEE AND FAST 4GL SYSTEMS RELATING TO THE BETA SOFTWARE; PROVIDED,
HOWEVER, THAT THIS AGREEMENT SHALL NOT SUPERSEDE THE TERMS OF ANY
SIGNED AGREEMENT BETWEEN LICENSEE AND FAST 4GL SYSTEMS RELATING TO THE BETA SOFTWARE.
Please click on the "Submit" button to acknowledge your acceptance
of the above terms for this beta program. Accepting these terms
will allow you to proceed to the registration section.
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