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Beta Program License Agreement
LICENSE FOR USE OF THE MADTEK ASSOCIATES, INC. ENTRUSANS™ BETA TEST PROGRAM
Entrusans™ Beta Software – Delivered "AS IS"
IMPORTANT NOTICE – Before you download and use the ENTRUSANS™ Intrusion Detection System (“IDS”) you must agree to all of the terms and conditions below. By clicking the button “I ACCEPT” below, you acknowledge that you have read this License Agreement (the “Agreement”), that you understand it, and that you agree to be bound as a “Beta Participant” by its terms. If you do not agree to this Agreement’s terms and conditions you will not be able to download and install the Entrusans program.
1. Products Covered
This Agreement covers all Madtek products offered to you for testing the Entrusans IDS system (the “Products”). Downloading or using the Products constitutes acceptance of this Agreement’s terms.
2. Conditions Precedent for Beta Participants – Product Use
By accepting this Beta Test License Agreement you represent to Madtek and agree that you qualify for this Beta Test Program. Specifically, you represent that you now meet, or agree that you will, prior to using the Products, meet the following criteria:
you have the appropriate hardware and software to install and run the Products on a website that you own or have the right to use and control;
you agree to spend a reasonable amount of time testing the Madtek Products and services on your website in order to provide Madtek feedback;
You agree, without compensation of any kind, to allow Madtek to publicly disclose your participation in the Madtek Beta Test Program and to serve as a reference site if requested by Madtek.
In return for your agreement to these conditions, Madtek grants you the right to download the Entrusans IDS Products and and use them solely for the purpose of evaluating the Products subject to the following terms. This Agreement will automatically cover additional access to the Products subsequently provided to you.
(a) Madtek will not disclose to any person (other than Madtek’s employees and agents) any information received from you during the evaluation process.
(b) You agree that the Products constitute Madtek’s trade secrets, and that, unless otherwise specifically agreed to by Madtek in writing, you may not disclose this information to any third parties. You agree to protect the information contained in the Products with at least the same level of protection you afford your own trade secret or confidential information. The Product’s unauthorized use, or disclosure of any information concerning the Products, may cause Madtek irreparable harm. You agree to promptly report any unauthorized use or disclosure of confidential information to Madtek.
(c) To protect against unauthorized disclosure or use you:
(i) may not disclose the Products or the related documentation or any information concerning the Products (including the fact that you are a Beta Beta Participant) to any person other than your employees or agents who have a need to know;
(ii) must advise your employees and agents of the information’s confidential nature and their obligations under this Agreement;
(iii) may not copy the Products (including, without limitation, any underlying source code or screen images) or the related documentation without Madtek’s written permission;
(iv) must use the Products, the related documentation and any information concerning the Products only for evaluating the Products; and
(v) will, at Madtek's request, promptly de-install and return to Madtek all materials furnished to you by Madtek or through the Entrusans Website.
(d) Neither party's obligations of confidentiality under this Agreement will apply to information which the recipient can show by written evidence
(i) was in the public domain at the time of its disclosure;
(ii)entered the public domain through no fault of the recipient after the discloser disclosed the information;
(iii) was in the recipient’s possession free of any obligation of confidence at the time the information was disclosed to the recipient; or
(iv) was rightfully communicated to the recipient free of any obligation of confidence after the time the discloser disclosed the information to the recipient.
4. Ownership, Copyright, and Transfer
National copyright laws and international treaty provisions protect the Products, including the documentation. Madtek owns the Products and the related documentation. You may not use, disclose, or transfer the Products except as specifically allowed by this Agreement. You may not sell, sublicense, lease or transfer the Products.
5. No Warranty
YOU RECOGNIZE THAT THE PRODUCTS ARE IN BETA DEVELOPMENT AND MAY CONTAIN ERRORS AND BUGS. MADTEK SUPPLIES THE PRODUCTS “AS IS” AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL MADTEK BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, OR LOST BUSINESS, EVEN IF MADTEK WAS AWARE OF THAT POSSIBILITY.
Madtek will indemnify and hold Beta Participant harmless from and against and defend any liability, suit or expense awards by a court of final jurisdiction, incurred by Beta Participant and arising out of any claim that the Products infringe any U.S. trademark, copyright or trade secret rights of any third party, provided that the Beta Participant gives Madtek prompt notice of any such claim and permits Madtek to control the defense or settlement of such claim. Beta Participant will indemnify, defend and hold harmless Madtek from and against any and all liabilities, damages, losses, claims, costs, fees and expenses (including attorney’s fees) arising out of or related to the Products’ misuse by Beta Participant.
Beta Participant agrees to provide Madtek with usability comments and Product Problem Reports in a timely manner, and to respond to site configuration and usage surveys requested by Madtek.
8. Data Usage
Beta Participant agrees not to append any personally identifiable information to any individual online activity data provided by Madtek. To the full extent permitted by applicable law, Beta Participant agrees to indemnify Madtek and its directors, managers, officers, employees, agents and representatives (collectively, the “Indemnified Parties”), from and against any and all demands, claims, losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable fees and disbursements of counsel), sustained or incurred by an Indemnified Party in connection with Beta Participant’s violation of this Section 8. For purposes of this section, “personally identifiable information” means any information, or combination of information, that permits a particular person to be identified including, without limitation, name, address, telephone number, or e-mail address.
9. Production Usage Waiver
Participation in the Madtek Beta Test program is not a license to use the Products after the Product’s commercial release. Your Beta Products’ use may not continue beyond commercial release unless Beta Participant issues a purchase order for the Products.
This Agreement will continue in full force and effect until such time as either party terminates it by written notice, or on the Products’ commercial release, whichever occurs first. On termination, Beta Participant must return or destroy all copies of the Products and notify Madtek in writing. Sections 3, 5, 6, 8 and 12 will survive this Agreement’s termination.
11. No obligation
Your participation in Madtek's Beta Website Test Program will be at no charge to Madtek or Beta Participant, nor will Beta Participant have any obligation to purchase the Products.
12. Governing Law
The laws of the State of North Carolina will govern this License Agreement’s construction and operation without regard to North Carolina’s rules relating to conflicts of laws.
By clicking on the “I Accept” button in the Entrusans download email, you represent that you have the unrestricted right and authority to install the Products on your website and to agree to this license agreement’s terms and conditions on your own behalf and on behalf of any organization you represent as an officer, agent or employee.