BETA AGREEMENT (Driverbase Inc.)
GENERAL TERMS AND CONDITIONS
A. Driverbase Inc. has developed Computer services, namely, hosting an interactive web site that allows users to conduct personalized car searches including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material (Software).
B. Driverbase Inc. 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 Driverbase Inc. grants to Licensee a non-exclusive, non-transferable license to use the Software on a single computer at Licensee's residential 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 access to the Software for testing, Licensee agrees to serve as a Beta Site for the Software and will notify Driverbase Inc. of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to Driverbase Inc. 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 Driverbase Inc. until it is officially released and includes valuable trade secrets of Driverbase Inc.. Licensee agrees to treat Software as confidential and will not without the express written authorization of Driverbase Inc.:
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 Software may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn.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 Driverbase Inc. be liable for any damage whatsoever arising out of the use of or inability to use Software, even if Driverbase Inc. 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 for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by Driverbase Inc.. Licensee will provide a quote to Driverbase Inc. 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 Delaware. 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 Driverbase Inc. 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 enforceability of this Agreement.
IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement.