THIS BETA TESTING AND LICENSE AGREEMENT (this "Agreement"), by and between iBOX CyberSecurity, LLC (hereinafter "iBOX"), a limited liability company duly organized and existing under the laws of the State of New York and maintaining offices at 717 S. 3rd Avenue, Mt. Vernon, New York 10550, and you (hereinafter "Licensee"), having the following email address: email@example.com.
WHEREAS, iBOX is the proprietor of certain beta-stage computer software programs and related documentation and hardware (the "Product");
WHEREAS, iBOX wishes to have the Product tested and evaluated;
WHEREAS, Licensee has expressed interest in the Product, and Licensee is willing to accept a license of the Product for purposes of testing and evaluation in accordance with the terms and conditions hereof.
NOW, THEREFORE, in consideration of the mutual premises and conditions hereinafter set forth, and other due and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Grant of Limited License. (a) Subject to the conditions hereinafter set forth, iBOX grants to Licensee a limited, nontransferable, non-exclusive license to download, install and use the executable object code form of the Product for purposes of testing the performance, adequacy, efficiency and suitability of the Product (the "Beta Test"). (b) Licensee shall use the Product solely for the Beta Test, and shall have no right to remarket, sublicense or otherwise distribute the Product to others. (c) The Beta Test shall be deemed completed 30 days from the date hereof, and thereupon, Licensee shall return the Product to Licensor.
2. Proprietary Rights. Licensee acknowledges that the Product, and each constituent portion thereof, is protected by copyright, trademark, patent and/or trade secret interests of iBOX, and that Licensee has no right to transfer or reproduce same, to examine, decompile, disassemble or otherwise reverse engineer same, or to prepare any derivative works with respect to, or disclose confidential information pertaining to, the Product or any part thereof. Under no circumstances shall Licensee be deemed to receive title to any portion of the Product.
3. No Alteration or Impairment of Software. Licensee shall preserve the Product free from any liens, encumbrances, and claims of any individual or entity. Licensee shall not use or permit the use of the Product in any manner likely to cause damage to any portion of it, including by making any attempt to disassemble, decompile or reverse engineer the software, or otherwise attempt to derive the source code thereto. Licensee shall not make or permit any alterations to the Product without iBOX's prior written consent.
4. Limitation of Warranties and Remedies. (a) Limitation of iBOX's Warranties. iBOX DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, MADE WITH RESPECT TO PRO, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. iBOX MAKES NO REPRESENTATIONS WITH RESPECT TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY DATA PROVIDED TO iBOX BY THIRD PARTIES, NOR THAT SUCH INFORMATION WILL BE SUFFICIENT FOR THE PURPOSES FOR WHICH THEY ARE ACCESSED, RETRIEVED OR USED BY LICENSEE. LICENSEE UNDERSTANDS THAT THE VERSION OF THE PRODUCT BEING SUPPLIED BY iBOX IS A BETA VERSION AND IS NOT FREE OF TECHNICAL PROBLEMS. (b) Limitation of Damages. iBOX SHALL HAVE NO LIABILITY TO LICENSEE OR ANY OTHER INDIVIDUAL OR ENTITY CONNECTED WITH LICENSEE FOR ANY CLAIM, LOSS, OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT OR ARISING OUT OF OR IN CONNECTION WITH (a) ANY DEFICIENCY OR INADEQUACY OF THE PRODUCT FOR ANY PURPOSE, WHETHER OR NOT KNOWN OR DISCLOSED TO LICENSEE; (b) THE USE OR PERFORMANCE OF THE PRODUCT OR ANY FILES, DATA, OR COMPUTER SYSTEMS RELATED THERETO OR USED IN CONNECTION THEREWITH; (c) ANY INTERRUPTION OR LOSS OF SERVICE OR USE OF THE PRODUCT, OR ANY FILES, DATA, OR OTHER COMPUTER SYSTEMS; (d) ANY SOFTWARE FAILURE; OR (e) ANY LOSS OF PROFITS, SALES, BUSINESS, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE OF ANY KIND OR NATURE RESULTING FROM THE FOREGOING.
5. Miscellaneous. (a) Amendments; No Waiver. No section of this Agreement may be changed, waived, discharged, or amended except by an instrument in writing signed by both parties. No delay or failure on the part of either party to exercise any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude any other further exercise thereof, or the exercise of any other power or right. (b) Binding Effect; No Assignment. This Agreement and the covenants and agreements contained herein shall be binding upon and inure to the benefit of each party. This Agreement shall not be assignable by Licensee without the prior written consent of iBOX, and any such purported or attempted assignment of this Agreement or any right or benefit conferred upon Licensee hereby shall be void and unenforceable. (c) Complete Statement. This Agreement contains the full, final and exclusive statement and agreement between the parties relating to the Product and supersedes any and all other documents, agreements, correspondence, or oral statements. If any provision hereof is held to be void or unenforceable, it shall be deemed deleted and to the greatest extent possible, the balance of the Agreement shall be construed as if such deleted provision had not existed. (d) Governing Law and Jurisdiction. New York shall govern this Agreement, without regard to the conflicts of law provisions of such State. Licensee consents to the personal jurisdiction of the federal and state courts located in Westchester County, New York. (e) Delivery. This Agreement shall be deemed executed by Licensee, and Licensee shall be bound by the terms and conditions set forth herein, upon Licensee's pressing the "I agree" button on the iBOX's website.
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