G-71 INC. EARLY ADOPTER PROGRAM – TERMS AND CONDITIONS
By completing the registration form you agree to participate in G-71 Inc. Early Adopter Program and to receive email communications about the Early Adopter Program, including emails informing you of new Beta Features (defined below) and soliciting feedback about Beta or enhancements to existing Features.
You may terminate at any time your participation in the Early Adopter Program by sending an email to [email protected].
B. G-71 Inc. desires that LeaksID be tested prior to general release.
C. Your Company (Licensee), as noted on the Early Adopter Program registration form, wishes to serve as a Beta Site for LeaksID;
1. G-71 Inc. grants to Licensee a non-exclusive, non-transferable license to use LeaksID solely for Beta testing and Beta use subject to the terms and conditions below.
2. Either party may terminate this agreement, for any reason, in writing by providing 14 days notice.
3. In consideration for receiving LeaksID for testing, Licensee agrees to serve as a Beta Site for LeaksID and will notify G-71 Inc. of all problems and ideas for enhancements which come to Licensee’s attention during the period of this Agreement, and hereby assigns to G-71 Inc. all rights, titles and interests to such enhancements and all property rights therein including without limitation all patents, copyrights, trade secrets, mask works, trademarks, moral rights, and other intellectual property rights.
4. Licensee agrees that LeaksID is the sole property of G-71 Inc. and includes valuable trade secrets of G-71 Inc. Licensee agrees to treat LeaksID as confidential and will not without the express written authorization of G-71 Inc.:
4.1 Demonstrate, copy, sell or market LeaksID to any third party;
4.2 Publish or otherwise disclose information relating to the performance or quality of LeaksID to any third party; or
4.3 Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate LeaksID or any portion thereof.
5. LeaksID is pre-release code and is not at the level of performance or compatibility of a final, generally available product offering. LeaksID may not operate correctly and may be withdrawn or substantially modified prior to first commercial use. LeaksID is provided “AS IS” without warranty of any kind. The entire risk arising out of the use or performance of LeaksID remains with Licensee. In no event shall G-71 Inc. be liable for any damage whatsoever arising out of the use of or inability to use LeaksID, even if G-71 Inc. has been advised of the possibility of such damages.
6. The recipient agrees that it will at all times hold in strict confidence and not disclose Confidential Information to any third party except as approved in writing by the Company and will use the Confidential Information for no purpose other than evaluating the Service. The Recipient shall only permit access to Confidential Information to those of its employees having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. Confidential Information means all non-public materials and information provided or made available by Company to Recipient, including products and services, information regarding technology, know-how, processes, software programs, research, development, financial information, and information the Company provides regarding third parties.
7. The Recipient’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when the Recipient can document that:
(a) it was in the public domain at the time it was communicated to the Recipient;
(b) it entered the public domain subsequent to the time it was communicated to the Recipient through no fault of the Recipient;
(c) it was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient;
(d) it was rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was communicated to the Recipient; it was developed by employees or agents of the Recipient who had no access to any information communicated to the Recipient.
8. After the Recipient’s evaluation of the Service is complete, or upon request of the Company, the Recipient shall promptly return to the Company all documents, notes and other tangible materials, and certify the destruction of all electronic documents, notes, software, data, and other materials in electronic form representing the Confidential Information.
9. This Service is a beta release offering and is not at the level of performance of a commercially viable product offering. The Service may not operate correctly and may be substantially modified prior to its first commercial release, or at the Company’s option, may not be released commercially in the future.
10. The Company and its Licensors shall not be liable for loss of use, lost profit, cost of cover, loss of data, business interruption, or any indirect, incidental, consequential, punitive, special, or exemplary damages arising out of or related to the Service or this Agreement, however caused and regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if such parties have been advised of the possibility of such damages. In no event will the Company’s aggregate cumulative liability for any claims arising out of or related to this Agreement exceed $50.00 or the amount the recipient actually paid under this agreement (if any).
11. The Licensee agrees to provide material, statistics, or information that is not deemed confidential to the Licensee’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by G-71 Inc. Licensee might be requested to provide a quote to G-71 Inc. that may be used for marketing purposes.
12. This License Agreement shall be governed, construed and enforced in accordance with the laws of the state of California, USA.
13. This Agreement constitutes the entire and only agreement between the parties for LeaksID described in the General Terms of this Agreement, 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.
14. The Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
15. The failure of G-71 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.
16. 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.