LICENSE AGREEMENT FOR TOPIC BETA TESTING
PLEASE SCROLL DOWN AND READ ALL THE TERMS AND CONDITIONS OF THIS BETA AGREEMENT ("AGREEMENT") CAREFULLY. THIS DOCUMENTIS IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY OR AN ORGANISATION) AND TOPIC DESIGN, INC., HAVING ITS PRINCIPAL PLACE OF BUSINESS LOCATED AT 312 PLUM STREET, STUITE 1425, CINCINNATI, OH 45202 ("TOPIC"). BY CHOOSING TO CLICK THE "ACCEPT" BUTTON AND USING THE BETA WEB-BASED SOFTWARE AND SERVICES YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEEMENT AND AGREE THAT IT IS AN ENFORCEABLE CONTRACT BETWEEN YOU AND TOPIC. IF YOU DO NOT AGREE TO BE BOUND TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "DECLINE" BUTTON AND YOU WILL BE ILLEGIBLE TO PARTICIPATE IN THE TOPIC BETA TESTING PROGRAM. THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT LAWS, AS WELL AS ANY, AND ALL, OTHER INTERLECTUAL PROPERTY LAWS AND TREATIES.
1. PARTICIPATION IN THE TOPIC BETA TESTING PROGRAM The purpose of the Topic’s Beta Testing Program ("Beta Testing Program") is to make pre-release web-based software, pre-release services, related infrastructure, and related documentation, materials, and information concerning its proprietary product Topit, a web-based software developed to make event planning easy, efficient and effective (collectively, the "Beta Product") available to Beta Testing Program participants from time to time for the purpose of providing Topic with feedback on the quality and usability of the Beta Product. You understand and agree that participation in the Beta Testing Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and Topic. You understand that your participation in the Beta Testing Program does not obligate Topic to provide you with any Beta Product. Topic reserves the right to modify the terms, conditions, and policies of this Beta Testing Program at any time without notice, and to revoke your participation in this Beta Testing Program at any time.
You also certify that you are of the legal age of majority in the jurisdiction in which you reside and you represent that you are legally permitted to join the Beta Testing Program. This Agreement is void where prohibited by law and the right to become a Beta Testing Program participant is not granted in such jurisdictions. Unless otherwise agreed or permitted by Topic in writing, you cannot share or transfer any software or other materials you receive from Topic in connection with being a Beta Testing Program participant. The ID and password you use to login as a Beta Testing Program participant cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your ID and password and for any activity in connection with your account.
2. ACCESS TO BETA SOFTWARE AND ADDITIONAL TERMS You understand that Topic may make Beta Product available to Beta Testing Program participants for downloading online through a Topic website.
From time to time, Topic, at its option, may also provide you with software and/or services as part of the Beta Testing Program. All use of such software and/or services shall be pursuant to the terms and conditions of this Agreement and/or another license agreement accompanying such software and/or services.
3. LICENSE GRANT AND RESTRICTIONS Subject to your compliance with the terms and conditions of this Agreement, Topic grants to you a non-transferrable and non-exclusive limited license to use the Beta Product solely for testing and evaluation purposes and in connection with the Beta Testing Program. Topic grants you a license to use its Beta Product for the term of the Agreement subject to you accepting the terms and conditions within the Agreement. This license does not grant you the right to use the Beta Product for any other purpose, or to disclose, reproduce, distribute, modify or create derivatives of the Beta Product.
4. RESTRICTIONS ON SOFTWARE MODIFICATION, DISASSEMBLY, DECOMPILING AND REVERSE ENGINEERING You may not modify, reverse engineer, decompile or disassembly the Topic Beta Product, its software and/or code, partly or as a whole. You may not create derivatives or products based on the Topic Beta Product.
5. FEEDBACK As part of the Beta Testing Program, Topic will at its discretion request feedback regarding the testing of the Beta Product. Topic will provide you with the opportunity to submit feedback including but not limited to, bug reports, questionnaires, enhancement requests, issue reports and/or support information (collectively, "Feedback") to Topic. Topic may request this information from you by email, web questionnaires, forms, and other mechanisms. By agreeing to this Agreement, you agree that Topic may contact you from time to time about the Beta Testing Program, and you hereby consent to receive such communications. You agree that Topic will be free to use any Feedback you provide for any purpose.
6. DEFINITION OF CONFIDENTIAL INFORMATION You agree that the Beta Product and any information concerning the Beta Product (including its nature and existence, features, functionality, and screen shots), and any other information disclosed by Topic to you in connection with the Beta Testing Program will be considered protected confidential information ("Confidential Information"). Such Confidential Information may include, but is not limited to, trade secrets, know how, invention techniques, processes, programs, schematics and software source documents. Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of yours, (b) is generally made available to the public by Topic, (c) is independently developed by you without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (e) any third party software and/or documentation provided to you by Topic and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement. All Confidential Information remains the sole property of Topic and you have no implied licenses or other rights to the Confidential Information not specified in this Agreement. You agree to return to Topic all Confidential Information in the user’s possession or control upon termination of the agreement.
7. NON-USE AND NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Except as expressly permitted in this Agreement, you agree that you will not disclose, publish, or otherwise disseminate any Confidential Information to anyone, unless otherwise expressly permitted or agreed to in writing by Topic. You further agree to take reasonable precautions to prevent any unauthorised use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the Beta Product to third parties. You agree to accept Confidential Information for the sole purpose of affecting the permitted uses of the Beta Product as set forth in this Agreement. You agree not to use Confidential Information otherwise for your own or any third party’s benefit without the prior written approval of an authorized representative of Topic in each instance. You hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Topic that may be difficult to ascertain. Accordingly, you agree that Topic will have the right to seek immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
8. PRECAUTIONS FOR THE USE OF THE TOPIC BETA PRODUCT YOU UNDERSTAND THAT TO PARTICIPATE IN THE BETA TESTING PROGRAM THAT TOPIC SHALL NOT BE RESPONSIBLE FOR ANY COST, EXPENSES OR OTHER LIABILITIES YOU MAY INCUR AS A RESULT OF YOUR TESTING, INSTALLATION OR USE OF THE BETA PRODUCT, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE OR DATA OR ANY LOSS OF DATA OR INFORMATION ARISING FROM YOUR USE OF THE BETA PRODUCT. In addition the Beta Product may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your computer and from peripherals connected thereto. Topic strongly encourages you to back-up all data and information on your computer and any peripherals prior to your participation in the Beta Testing Program. The Beta Product is not intended for use, and should not be used, in production or business-critical systems.
10. SECURITY You acknowledge that Topic will not be liable for breaches in security and malicious software or malicious acts. To protect against data loss be sure to make periodical data and information backups and use up-to-date security measures.
11. SOFTWARE RESTRICTIONS You may not rent, lease, lend, loan, license, sell, resell or transfer the Beta Product.
12. NO SUPPORT AND MAINTENANCE; FUTURE PRODUCTS During your participation in the Beta Testing Program, Topic is not obligated to provide you with any maintenance, updates, technical or other support for the Beta Product. Topic may choose to provide support at Topic’s discretion. You agree to abide by any support rules and policies that Topic provides to you in order to receive such support. You acknowledge that Topic has no express or implied obligation to announce or make available a commercial version of the Beta Product to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Beta Product licensed hereunder.
TOPIC IS PROVIDING ALL CONFIDENTIAL INFORMATION, INCLUDING THE BETA PRODUCT, TO YOU SOLELY ON AN "AS IS" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTIBILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge that Topic has not publicly announced the availability of the Beta Product, that Topic has not promised or guaranteed to you that such Beta Product will be announced or made available to anyone in the future, and that Topic has no express or implied obligation to you to announce or introduce the Beta Product or any similar or compatible product, or to continue to offer access to the Beta Product in the future.
13. OWNERSHIP RIGHTS The Beta Product is owned by Topic. The user acknowledges that the Beta Product is loaned to the user for Beta Testing and that Topic retains ownership of all right, title and interest to the product, the product design and documentation, and the intellectual property rights therein and thereto subject to the terms and conditions in this agreement, it is not sold. The license granted to you to use the Beta Product does not entitle you to any rights to the Beta Product or entitlement to the intellectual property except the rights expressed in this Agreement. The Beta Product is protected by the United States’ copyright laws and international treaties and intellectual property laws. Topic reserves all rights not specifically approved to you within this Agreement.
14. WARRANTY DISCLAIMER THE BETA PRODUCT AND OTHER CONFIDENTIAL INFORMATION IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE USE AND PERFORMANCE OF THE BETA PRODUCT IS ASSUMED BY YOU. TOPIC DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. TOPIC DOES NOT WARRANT THAT THE BETA PRODUCT WILL SATISFY YOUR REQUIREMENTS OR THAT THE OPERTATION OF THE BETA PRODUCT WILL BE UNINTERRUPTED. Some jurisdictions do not allow certain disclaimers and limitations of warranties, so portions of the above limitations may not apply to you. This limited warranty gives you specific rights and you may also have other rights which vary from state to state.
15. LIMITATION OF LIABILITY NEITHER TOPIC NOR ITS PARENT COMPANY, SUBSIDIARIES, OFFICERS, OR EMPLOYEES WILL IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, TORT, ECONOMIC OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA PRODUCT OR PARTICIPATION IN THE BETA TESTING PROGRAM, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL TOPIC'S AGGREGATE LIABILITY FOR DIRECT DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) EXCEED 1.25 TIMES THE AMOUNT PAID BY YOU FOR THE BETA PRODUCT OUT OF WHICH SUCH CLAIM AROSE OR $50.00 (U.S.), WHICH EVER IS LESS. In those jurisdictions that do not allow the exclusion or limitation of damages, Topic's liability shall be limited or excluded to the maximum extent allowed within those jurisdictions.
16. GENERAL TERMS
Support: Topic has no obligation to provide support for the Beta Product except as expressly stated herein.
Open Source: Nothing in this Agreement shall restrict, limit or otherwise affect any rights or obligations you may have, or conditions to which you may be subject, under any applicable open source licenses to any open source code contained in the Beta Product.
No Obligation to Purchase: This Agreement shall not be construed as committing you to purchase licenses for the commercially available version of the Beta Product. Any such purchase will be evidenced by the issuance of a formal purchase order.
Transfer: This Agreement may not be transferred or assigned without the prior written approval of Topic.
Law and Jurisdiction: This Agreement is governed by the laws of the State of Ohio, U.S. Any action at law relating to this Agreement may only be brought before the courts of competent jurisdiction of the State of Ohio.
Entire Agreement: This Agreement sets forth the entire understanding and agreement between you and Topic and may be amended or modified only by a written agreement agreed to by you and an authorized representative of Topic. NO LICENSOR, DISTRIBUTOR, DEALER, RETAILER, RESELLER, SALES PERSON, OR EMPLOYEE IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE TERMS OF THIS AGREEMENT.
Waiver: No waiver of any right under this Agreement will be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement.
Severability: If any provision in this Agreement is invalid or unenforceable, that provision will be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement will remain unaffected.
Export Compliance: Any products or technical information provided under this Agreement may be subject to U.S. export controls and the trade laws of other countries. The parties agree to comply with all export control regulations and to obtain any required licenses or classification to export, re-export or import deliverables. The parties agree not to export or re-export to entities on the current U.S. export exclusion lists or to any embargoed or terrorist countries as specified in the U.S. export laws. The parties will not use deliverables for prohibited nuclear, missile, or chemical biological weaponry end uses. Please consult the Bureau of Industry and Security web page www.bis.doc.gov before exporting any products from the U.S.
17. TOPIC CUSTOMER CONTACT. If you have queries concerning this agreement, or if you would like to contact Topic Limited, you can email email@example.com.