This BETA LICENSE AGREEMENT (“Agreement”) is made between DINAMIS RETAIL SOLUTIONS LTD (“Company”) and you (“User”) for the purpose of evaluating the DINAMIS BETA software application and its accompanying material, collectively, the (“Software”).
- LICENSE GRANT
Subject to the terms and conditions hereof, Company grants to User, for three months following the acceptance of this Agreement, a limited non-exclusive, non-transferable, revocable license to use the Software for evaluation purposes only, acknowledging the risks described in sections 3, 7 and 8.
- Enrolment and Installation
Company will provide the Software via its website (https://www.dinamis.app) after User’s Enrolment. User will be responsible for installing the Software.
- Acknowledgment of Software
User acknowledges and agrees that: (a) the Software is not an official product; (b) the Software may not operate properly, be in final form or fully functional; (c) the Software may contain errors, design flaws or other problems; (d) it may not be possible to make the Software fully functional; (e) the information obtained using the Software may not be accurate and may not accurately correspond to information extracted from any database or other source; (f) use of the Software may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) Company is under no obligation to release a commercial version of the Software; and (h) Company has the right unilaterally to abandon development of the Software, at any time and without any obligation or liability to User. User acknowledges and agrees that it should not rely on the Software for any reason. User is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored, or otherwise processed by the Software. User will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of User’s use of the Software.
4 Proprietary Rights; Confidentiality; Restrictions
User acknowledges that the Software contains confidential information and trade secrets of Company. User will not: copy (except as strictly necessary to use the Software in accordance with the terms of section 1 hereof), distribute, sell, sublicense or otherwise transfer or make available the Software or any portion thereof to any third party; remove from view any copyright legend, trademark or confidentiality notice appearing on the Software or Software output; modify, adapt, translate, reverse engineer, decompile or derive the source code for the Software, or authorize a third party to do any of the foregoing. User will reproduce all of Company’s copyright notices and any other proprietary rights notices on all copies of the Software that User makes hereunder.
User will not use the Software or any documentation provided therewith for any purpose other than User’s internal evaluation and the provision of feedback to Company, and not to disclose to any third party without the prior written approval of Company, the Software, its features, feedback (as defined in Section 9), related technical information identified as confidential or the results of any performance or functional evaluation or test of the Software (the “Confidential Information”). User will use no less than all reasonable efforts to protect the Confidential Information from unauthorized use or disclosure. User may disclose Confidential Information only to those of its employees who have a bona fide need to know such information for User’s evaluation of the Software and who have first executed a written agreement that contains use and nondisclosure restrictions at least as protective as those set forth herein. User will immediately report any violation of this provision to Company and shall employ all reasonable means to mitigate any damages or losses that Company may incur as a result of any such violation. User’s rights in the Software will be limited to those expressly granted in Section 1. Company reserves all rights and licenses in and to the Software not expressly granted to User hereunder.
- Support and Maintenance
During User’s participation in the beta evaluation, Company is not obligated to provide User with any maintenance, technical or other support for the Software. User acknowledges that Company has no express or implied obligation to announce or make available a commercial version of Software to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Pre-Release Software licensed hereunder.
- Term and Termination
User’s rights with respect to the Software will terminate upon the earlier of (a) the initial commercial release by Company of a generally available version of the Software or (b) automatic expiration of the Software’s three-month trial starting with the acceptance of this Agreement. Company may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Company shall immediately terminate this Agreement and any User rights with respect to the Software without notice in the event of improper disclosure of Software as specified under Section 4. Upon any expiration or termination of this Agreement, the rights and licenses granted to User under this Agreement shall immediately terminate, and User shall immediately cease using the Software. The rights and obligations of the parties set forth in Sections 3,4,7,8, and 9 shall survive termination or expiration of this Agreement for any reason.
- No Warranty
The Software may be incomplete and may contain errors or inaccuracies that could cause failures, corruption and/or loss of data or information. You expressly acknowledge and agree that, to the extent permitted by applicable law, all use of the Software is at your sole risk and that the entire risk as to satisfactory quality, performance accuracy and effort is with you. COMPANY IS PROVIDING THE SOFTWARE, TO YOU SOLELY ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE
- Disclaimer of Liability.
YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH TESTING, INSTALLATION, OR USE OF THE SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE SOFTWARE ON YOUR COMPUTER, DEVICES AND/OR PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE PRE-RELEASE SOFTWARE ON YOUR COMPUTER, DEVICES AND/OR ANY PERIPHERALS CONNECTED THERETO, AND/OR FROM ANY OTHER CONFIDENTIAL INFORMATION, AND/OR DRS’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
- Feedback; Contact from Company
Company will provide you with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports and/or support information (collectively, “Feedback”) and it is at your discretion to do so. Company may request this information from you through the Software as well as by email, web questionnaires, bug forms, and other mechanisms. By agreeing to this Agreement, you agree that Company may contact you from time to time about the Software, and you hereby consent to receive such communications.
If User provides Feedback to Company, all such Feedback will be the sole and exclusive property of Company. User hereby irrevocably transfers and assigns to Company and agrees to irrevocably assign and transfer to Company all of User’s right, title, and interest in and to all Feedback including all intellectual property rights therein (collectively, “Intellectual Property Rights”). User will not earn or acquire any rights or licenses in the Software or in any Company’s Intellectual Property Rights on account of this Agreement or User’s performance under this Agreement, even if Company incorporates any Feedback into the Software.
- Governing Law
This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the United Kingdom.
DINAMIS Retail Solutions LTD
20-22 Wenlock Road,
London, N1 7GU,