OnStyle beta testing software license agreement
DACHS licenses this Beta Software Program Product to Licensee subject to the terms contained in this Beta Testing License Agreement (this “Agreement”). Read the terms and conditions of this Agreement carefully before installing, copying, and using this DACHS Beta Licensed Software and, if any, the accompanying documentation.
The Beta Licensed Software is copyrighted to DACHS and it is made available to Licensee under this Agreement for testing purposes only, it is not sold to Licensee and should not be used in production environments. This Beta Licensed Software has not been released for sale, distribution or usage for the general public and will be referred to as “Beta Licensed Software” from here on.
By installing, copying or otherwise using the Beta Licensed Software, Licensee is considered to have read, and Licensee agrees to be bound by the terms of this Agreement. If Licensee is not willing to be bound by the terms of this Agreement, do not install, copy or use the Beta Licensed Software.
DACHS reserves the right to update this Agreement at any time without any prior notice to Licensee. The applicable and most current version of this Agreement is at Licensee’s disposal on www.dachs.ch/onstyle-help-center/.
Licensee agrees and acknowledges that the terms and conditions in this Beta Testing License Agreement has no effect nor any influence or any connection with – if any – any other DACHS Software License Agreement which are applicable on DACHS Program Products purchased by Licensee.
1. BETA DISCLAIMER
1.1. THE BETA SOFTWARE LICENSED HERE UNDER IS STILL IN TESTING PHASE AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE BETA LICENSED SOFTWARE AND/OR ACCOMPANYING MATERIALS.
2. CONFIDENTIALITY & CONFIDENTIAL CONTENT ACCESSIBLE ONLY TO INVITED LICENSEES
2.1. Licensee agrees that, unless otherwise specifically provided herein or agreed by DACHS in writing, the Beta Licensed Software and, if any, the Documentation, provided to Licensee by DACHS constitute confidential proprietary information of DACHS. Licensee shall permit only authorized users, who possess rightfully obtained license keys, to use the Beta Licensed Software or to view, if any, the Documentation. Authorized users are limited to 20 employees of the Licensee. Licensee agrees not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of DACHS. Licensee agrees to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Beta Licensed Software provided to Licensee by DACHS. Licensee will use its best efforts to cooperate with and assist DACHS in identifying and preventing any unauthorized use, copying, or disclosure of the Beta Licensed Software, if any, Documentation,or any portion thereof.
2.2. This Beta Licensed Software can be accessible only to Licensees who are invited to test for using pre-release Beta Licensed Software and providing feedback to DACHS. All information available concerning the Beta Licensed Software is confidential information of DACHS. For a period of five years from the time Licensee accessed this confidential information,Licensee may not disclose this confidential information to any third party. This restriction will not apply to any information that is or becomes publicly available without a breach of this restriction; was lawfully known to the receiver of the information without an obligation to keep it confidential; is received from another source that can disclose it is lawfully and without an obligation to keep it confidential; or is independently developed. Licensee may disclose this confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, you must seek the highest level of protection available and, when possible, give DACHS enough prior notice to provide a reasonable chance to seek a protective order.
3.1. It is expressly understood, acknowledged and agreed that Licensee shall, regardless of whether or not formally requested to do, provide to DACHS reasonable suggestions, comments and feedback regarding the Beta Licensed Software,including but not limited to usability, bug reports and test results (collectively, “Feedback”). If Licensee provides such Feedback to DACHS, Licensee shall grant DACHS the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid uprights:
- to make, use, copy, modify, sell, distribute, sublicense, and create derivative works of, the Feedback as part of any DACHS product, technology, service, specification or other documentation (individually and collectively, “DACHS Products”);
- to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any DACHS Product;
- solely with respect to Licensee’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and
- to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third-party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into an DACHS Product, technology or service.
3.2. Further, Licensee warrants that its Feedback is not subject to any license terms that would purport to require DACHS to comply with any additional obligations with respect to any DACHS Products that incorporate any Feedback.
3.3. Should Licensee encounter any bugs, glitches, lack of functionality or other problems in the software, please let DACHS know immediately so it can be rectified accordingly. Licensee can submit its requests and issues to email@example.com. Licensee’s help in this regard is greatly appreciated.
3.4. We use the information collected from you during the use of the Software only for improving the Software. By using the Software, you agree to the collection and use of information in accordance with this policy.
The Software will not collect any kind of personal information. The software generates logs during operation to find possible bugs and support further development of the software. Logs never contain excerpts of the Licensee’s documents. Logs contain the following types of information:
- date and timestamp of each function that was used by the Licensee in OnStyle beta version
- name of the function which was used by the Licensee
- type of the function which was used by the Licensee
- detailed result of the usage of the function
- error message due to failed functions
- ID to identify Licensee
Licensee ID’s are used to identify Licensee, but not the individual users. Logs are never automatically forwarded to DACHS, always the users of the software are requested to forward them to DACHS. This gives the additional security to the user to check the content of the logfile prior to sending it to DACHS. DACHS is allowed to keep “Log Data” for an unlimited period of time.
3.5. DACHS support will be provided to the end users of the Licensee every weekday between 8 AM and 4:30 PM CET.
4. GRANT OF LICENSE
4.1. Subject to the terms and conditions of this Agreement, DACHS hereby grants to Licensee a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Beta Licensed Software in accordance with, if any, the Documentation solely for purposes of internal testing and evaluation, and (ii) to copy Beta Licensed Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies and provided that only one copy of the Beta Licensed Software may be used at a time.
5. RESTRICTIONS ON GRANT
5.1. Except as otherwise specifically permitted in this Agreement, Licensee may not:
- modify or create any derivative works of any Beta Licensed Software or documentation, including – without limitation– translation or localization; (code written to published APIs (Application programming interfaces) for the Beta Licensed Software shall not be deemed derivative works);
- copy the Beta Licensed Software except as provided in this Agreement or elsewhere by DACHS;
- separate Beta Licensed Software, which is licensed as a single product, into its component parts;
- reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product of the Beta Licensed Software (except to the extent applicable laws specifically prohibit such restriction);
- redistribute, encumber, sell, rent, lease, sublicense, use the Beta Licensed Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. Licensee may NOT transfer the Beta Licensed Software under any circumstances;
- remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the DACHS Product(s); or
- publish or make public any results of benchmark tests run on any Software to a third party without DACHS prior written consent.
6. BETA LICENSED SOFTWARE PRODUCT SUPPORT
6.1. DACHS is under no obligation
- to provide any technical support under the terms of this license,
- to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Beta Licensed Software either to Licensee or to any other party, and
- provides no assurance that any specific errors or discrepancies in the Beta Licensed Software will be corrected.
7. OWNERSHIP AND COPYRIGHT OF BETA LICENSED SOFTWARE
7.1. Title to the Beta Licensed Software and all copies thereof remain with DACHS. The Beta Licensed Software is copyrighted to DACHS. Licensee will not remove copyright notices from the Beta Licensed Software. Licensee agrees to prevent any unauthorized copying of the Beta Licensed Software. DACHS does not grant any express or implied right to Licensee under DACHS patents, copyrights, trademarks, or trade secret information.
8. TERM OF THIS AGREEMENT
8.1. Licensee’s rights with respect to the Beta Licensed Software will terminate upon the earlier of
- the initial commercial release by DACHS of a generally available version of the Licensed Software; or
- three months after the last date Licensee receives the Beta Licensed Software or any update thereto.
8.2. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to DACHS (or, at DACHS’ request, destroy), the Beta Licensed Software, if any, the Documentation, and all other tangible items in Licensee’s possession or control that are proprietary to or contain Confidential Information of DACHS.
9. DISCLAIMER OF WARRANTIES
9.1. THE BETA LICENSED SOFTWARE AND, IF ANY, DOCUMENTATION ARE LICENSED “AS IS”, AND DACHS DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, USABILITY OR FITNESS FOR A PARTICULAR PURPOSE,MERCHANTABLE QUALITY, TITLE OR NON INFRINGEMENT OF THIRD-PARTY RIGHTS, TO THE EXTENT AUTHORIZED BY LAW.
9.2. WITHOUT LIMITATION OF THE FOREGOING, DACHS EXPRESSLY DOES NOT WARRANT THAT THE BETA LICENSED SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE BETA LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE BETA LICENSED SOFTWARE IS BEING PROVIDED TO LICENSEE “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RESPONSIBILITY FOR SELECTING THE BETA LICENSED SOFTWARE TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM ITS USE OF THE BETA LICENSED SOFTWARE.LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE BETA LICENSED SOFTWARE.
9.3. ANY DOWNLOAD AND USE OF THIS BETA LICENSED SOFTWARE PROGRAM PRODUCT IS DONE AT THE LICENSEE’S OWN RISK AND THE LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO – WITHOUT LIMITATION – ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SHOULD IT PROVE DEFECTIVE, LICENSEE ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR AND/OR CORRECTION. IT IS THEREFORE UP TO THE LICENSEE TO TAKE ADEQUATE PRECAUTION AGAINST POSSIBLE DAMAGES RESULTING FROM THIS BETA LICENSED SOFTWARE. SOFTWARE IN BETA TESTING SHOULD FOR EXAMPLE NOT BE USED ON SENSITIVE AND/OR VALUABLE DATA AND SHOULD NOT BE USED IN PRODUCTION SYSTEMS.
10. LIMITATION OF LIABILITY
10.1. IN NO EVENT WILL DACHS BE LIABLE TO LICENSEE OR ANY PARTY FOR – WITHOUT LIMITATION – ANY LOSS OF USE; INTERRUPTION OF BUSINESS; OR ANY DIRECT; INDIRECT; SPECIAL; INCIDENTAL; EXEMPLARY OR PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT; TORT (INCLUDING NEGLIGENCE); STRICT PRODUCT LIABILITY OR OTHERWISE; WHETHER ARISING OUT OF THE USE OR INABILITY TO USE THE BETA LICENSED SOFTWARE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEI NG RENDERED INACCURATE OR LOSSES SUSTAINED BY LICENSEE OR THIRD PARTIES OR A FAILURE OF THE BETA LICENSED SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF DACHS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. ENTIRE AGREEMENT
11.1. This Agreement is a legal agreement and constitutes the complete and exclusive agreement between Licensee and DACHS with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by Licensee and an authorized representative of DACHS.
12. GOVERNING LAW AND JURISDICTION
12.1. This Agreement shall be governed by and interpreted in accordance with the applicable laws at the place of DACHS. Any claim or dispute arising in connection with this Agreement shall be resolved in the competent courts at the place of DACHS.
DACHS Computing & Biosciences GmbH