MRI Software LLC Early Adopter Program – Terms and Conditions
These Terms of Use govern the use of the Early Adopter Program and all product, features and content therein as provided by MRI Software LLC (“MRI,” the “Company,” “we,” “us,” or “our”) strictly subject to these Terms of Use.
By completing the registration form you agree to participate in MRI Software’s 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 product@rockend.com.
BETA Software Testing Terms and Conditions
A. MRI Software LLC (“MRI Software “), has developed beta software including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material (“Beta Software”).
B. MRI Software desires that the Beta Software be tested prior to general release.
C. Your Company (Licensee) as noted on Early Adopter Program registration form wishes to serve as a Beta test site for such Beta Software;
NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:
- MRI Software grants to Licensee a non-exclusive, non-transferable license to use the Beta Software solely for Beta testing and Beta use subject to the terms and conditions below.
- Either party may terminate this agreement, for any reason, in writing by providing 14 days notice.
- In consideration for receiving the Beta Software for testing, Licensee agrees to serve as a “Beta Site” for the Beta Software and will notify MRI Software of all problems and ideas for enhancements which come to Licensee’s attention during the period of this Agreement, and hereby assigns to MRI Software all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
- Licensee agrees that Beta Software is the sole property of MRI Software and includes valuable trade secrets of MRI Software. Licensee agrees to treat Beta Software as confidential and will not without the express written authorization of MRI Software:
4.1 Demonstrate, copy, sell or market Beta Software to any third party; or
4.2 Publish or otherwise disclose information relating to performance or quality of the Beta Software to any third party; or
4.3 Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Beta Software or any portion thereof. - Beta Software is pre-release code and is not at the level of performance or compatibility of a final, generally available product offering. Beta Software may not operate correctly and may be substantially modified prior to first commercial use or withdrawn. Beta Software is provided “AS IS” without warranty of any kind. The entire risk arising out of the use or performance of Beta Software remains with Licensee. In no event shall MRI Software be liable for any damage whatsoever arising out of the use of or inability to use Beta Software, even if MRI Software has been advised of the possibility of such damages.
- The recipient agrees that it will at all times will 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 it 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, financials information and information the Company provides regarding third parties.
- The Recipients 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. After Recipients 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 return of certify the destruction of all electronic documents, notes, software, data, and other materials in electronic form representing the Confidential Information. - 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 Company’s option may not be release commercially in the future.
- 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 Company’s aggregates cumulative liability for any claims arising out of or related to this Agreement exceed $50.00 or the amount recipient actually paid under this agreement (if any).
- The Licensee upon completion of the Beta test agrees to provide material, statistics, or information that is not deemed confidential to Licensee’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by MRI Software. Licensee might be requested provide a quote to MRI Software that may be used for marketing purposes.
- This License Agreement shall be governed, construed and enforced in accordance with the laws of the New South Wales, Australia.
- This Agreement constitutes the entire and only agreement between the parties for the Beta Software 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 authorised representatives of the parties.
- Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
- Failure of MRI Software 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.
- 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.
