This Beta Agreement (“Agreement”) sets forth the terms and conditions under which Gun for Hire, LLC, DBA Waterloo Data (“Waterloo Data”) will provide access to the user (“Licensee”) to use a pre-release, version of a Waterloo Data software distribution (“Beta Software”) which may contain bugs, defects, and other errors and may not function fully. Licensee cannot use the Beta Software until Licensee has carefully read and agreed to this Agreement by clicking “I Accept”. If Licensee disagrees with the terms and conditions of this Agreement, Licensee cannot use the Beta Software. Furthermore, by accessing, loading, or otherwise using the Beta Software, which may include related materials and documentation, or any portion thereof, Licensee agrees to be bound by all of the terms of this Agreement.
Waterloo Data and Licensee agree as follows:
1. Beta Use.
- Right of Use. Subject to the terms and conditions of this Agreement, Waterloo Data and its licensors a non-exclusive, non-transferable, limited license to use the Beta Software to access certain open source software (for clarification, any use of open source software is subject to the applicable open source license). Any updates, new versions, or upgrades of the Beta Software provided by Waterloo Data in its sole discretion under this Agreement, shall be licensed and treated as Beta Software hereunder. Licensee shall be solely responsible for use, configuration, and operation of the Beta Software, and Waterloo Data shall have no liability or obligation therefore.
- Restrictions. Licensee shall not, directly or indirectly, (i) sell, lease, assign, sublicense or otherwise disclose the Beta Software; (ii) duplicate, reproduce or copy software or content within the Beta Software; (iii) disclose, divulge or otherwise make the Beta Software available to any third party; (iv) modify or create derivative works from the Beta Software; or (v) decompile, disassemble or reverse engineer the Beta Software in any manner or assist any other party in doing so.
- Retention of Ownership. Waterloo Data and/or its Licensees retain all ownership, rights, title, and interest in or relating to the Beta Software. Licensee agrees that it has no rights or licenses in or relating to the Beta Software other than the limited right to use expressly granted in this Agreement.
2. Term and Termination. This Agreement will be in full force and effect until terminated as described herein (“Term”). Either party may terminate this Agreement upon fifteen (15) days written notice to the other party at any time during the Term. Upon termination of this Agreement, Licensee shall immediately cease using the Beta Software for any purpose and shall, if applicable, delete the Beta Software. Sections 1.2, 1.3, 2, 3, 4, 5, and 6 and 7 shall survive termination of this Agreement.
3. Warranty and Support Disclaimer. The Beta Software is provided without warranty in its current “AS IS” condition without warranties of any kind. WATERLOO DATA MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
4. Limitations of Liability. IN NO EVENT SHALL WATERLOO DATA BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LIABLE FOR LOST PROFITS, LOST REVENUES, LOSS OF DATA, DAMAGE TO BUSINESS OR INTERRUPTION IN SERVICE, ARISING UNDER THIS AGREEMENT OR FROM USE OF THE BETA SOFTWARE, EVEN IF WATERLOO DATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. WATERLOO DATA’S ENTIRE AND AGGREGATE LIABILITY, whether based in contract, tort (including negligence), strict liability or otherwise, SHALL NOT EXCEED $100 AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. BY USING THE BETA SOFTWARE, LICENSEE ACCEPTS THIS ALLOCATION OF RISK. THIS DISCLAIMER OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.