JOURNALIST BETA TEST LICENSE AGREEMENT Product____________________________________ Disclosure Date:_______________________________ Introduction. This is a legal Agreement between you and PowerQuest Corporation ("PowerQuest") regarding one or more Beta versions of ______________________, a PowerQuest product. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING IT OR DECLINING IT. You may accept the Agreement either by signing one paper copy of the Agreement or by clicking on the "ACCEPT" button displayed by PowerQuest with each electronic copy of the Agreement in each Beta. You may decline the paper copy of the Agreement by not signing; you may decline an electronic copy by clicking on the "DO NOT ACCEPT" button. IF YOU DECLINE THE AGREEMENT, YOU ARE NOT LEGALLY LICENSED TO USE THE BETA. If you decline, you must promptly return all materials, including software on disks or other media, manuals, and any other literature and supplies concerning the Beta, which you received from PowerQuest. IF YOU ACCEPT THE AGREEMENT, YOU AGREE TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. PowerQuest designs and develops proprietary software and associated documentation ("Product"). PowerQuest and you both want you to use, evaluate, and test a beta test version of the Product ("Beta") before the Product's general release, and to report the results to PowerQuest. Accordingly, you and PowerQuest agree as follows: Licenses. PowerQuest grants you a personal, royalty-free, non-exclusive license to use one copy of each Beta for evaluation only. PowerQuest is not required to make any Beta or Product available as a standard PowerQuest product. You agree to test each Beta, to document the test results, and to promptly submit the results to PowerQuest. In particular, you must promptly and fully inform PowerQuest of all errors, difficulties or other problems with any Beta, including the conditions under which such problems occurred. Copies. PowerQuest will provide you with one copy of each Beta. You are responsible for providing all computer and other facilities needed to evaluate the Beta(s). You may use a Beta only on your personal computer systems ("System") and only according to this Agreement and the instructions supplied in Beta documentation. You may copy a Beta partially or completely only to personally test the Beta on the System or to include in your report(s) to PowerQuest and your published review. No other right to reprint or copy any Beta in whole or in part is granted. Each copy must contain PowerQuest's patent, copyright, and trademark notices and other proprietary legends; this includes partial copies. You may not transfer this Agreement or its license to another or sublicense another without prior written permission from PowerQuest, and any attempt to do so is null and void. All rights not expressly granted to you in this Agreement are reserved entirely to PowerQuest. No source code license. This license does not grant access to or provide any rights in source code. The Beta software may be used only in binary executable form. You may not disassemble, decompile, or in any way reverse engineer any Beta. While you may not modify or enhance a Beta in any way, PowerQuest welcomes your suggestions for modifications to the Product. Termination. Your license to a particular Beta ends as soon as one or more of the following events occur: (a) the Product is authorized for general release by PowerQuest; (b) You violate any part of this Agreement; (c) DISABLING CODE placed in the particular Beta software by PowerQuest disables previously available features of the Beta software; (d) You destroy all copies of the particular Beta's components in your possession, custody, or control; or (e) PowerQuest decides to terminate this Agreement and does so by sending written (electronic or paper) notice to your last known address. PowerQuest may terminate the license at any time, with or without cause. Your license to every Beta ends as soon as one or more of the following events occur: (a) You violate any part of this Agreement; (b) You destroy all copies of all Beta components in your possession, custody, or control; or (c) PowerQuest decides to terminate this Agreement and does so by sending written (electronic or paper) notice to your last known address. PowerQuest may terminate the license at any time, with or without cause. On or after termination, PowerQuest has the right to take immediate possession of all terminated Beta components and all copies, wherever located, without further demand or notice. Within five (5) days after termination of the license, you will either (a) return to PowerQuest all terminated Beta components, or (b) destroy all copies of terminated Beta components in your possession, custody, or control. All provisions of this Agreement concerning warranties, remedies, ownership, possible commercial releases, confidentiality, governing law, venue, and/or limited liability shall survive termination of the Agreement. Confidentiality. You acknowledge that each Beta is an experimental product of PowerQuest which has only been partially tested. When provided to you, the Beta has not been authorized for general release by PowerQuest. Accordingly, you agree to treat all discussions, materials, documentation, and software related to the Product(s) and the Beta(s), including without limitation all previous discussions, as Confidential Information of PowerQuest until Disclosure Date(s) specified by PowerQuest. The Disclosure Date(s) for a given Beta or set of Betas will be specified in a separate document sent to you by PowerQuest (typically by email from PowerQuest's Testing Department), which must specify both the Beta in question and the corresponding Disclosure Date. If no Disclosure Date has been specified by PowerQuest for a particular Beta, then you agree not to divulge the Confidential Information until it is divulged by PowerQuest. The fact that you are testing or have tested the Beta is also Confidential Information until the applicable Disclosure Date, that is, the Disclosure Date specified by PowerQuest for the Beta in question. You agree not to divulge any such Confidential Information to any third party before the applicable Disclosure Date without prior written approval from PowerQuest. For instance, you agree not to sell, transfer, publish, disclose, display, or otherwise make available the Beta or copies of the Beta or any other Confidential Information in any form before the applicable Disclosure Date, including but not limited to flow charts, logic diagrams, object codes, source codes and technical documentation, to anyone (including other beta testers) without prior written approval from PowerQuest. After the Disclosure Date for a given Beta, you may publish or otherwise disclose information about that Beta as you see fit, provided (a) the information is not subject to confidentiality under some other agreement or obligation, including without limitation a delay in the applicable Disclosure Date to which you have agreed, and (b) the information is not false or misleading. You also agree to secure and protect each Beta and all copies in a way that protects PowerQuest's rights. For instance, you agree to take appropriate action by instruction or agreement with your employees, editors, and coworkers who are permitted access to the Beta(s) under this Agreement. In particular, employees, editors, and coworkers who will receive access to the Beta(s) shall agree to the conditions of this Agreement before being given access. Publication Right. To the extent that your published review or your personal notes for that review are original with you, PowerQuest makes no claim of authorship or ownership. PowerQuest also grants you a worldwide, nonexclusive, nontransferable, fully paid-up license to publish the information provided by PowerQuest, provided you do so only after the applicable Disclosure Date and otherwise comply fully with this Agreement. Ownership. The Product(s) and Beta(s) and all copies, and all information relating to them provided by PowerQuest, are the property of PowerQuest. All applicable rights in copyrights, trademarks, trade secrets and other intellectual property rights in the Product(s) and Beta(s) and any modifications, are and will be owned entirely by PowerQuest. Reports which are made solely to PowerQuest and not intended for publication are works made for hire and/or will be assigned to PowerQuest. All content accessed through the Beta(s) is the property of the applicable content owner and may be protected by copyright law or other laws. This Agreement gives you no rights to such content. ALL WARRANTIES DISCLAIMED. POWERQUEST MAKES NO REPRESENTATIONS ABOUT THE COMPLETENESS, ACCURACY OR OPERATION OF ANY BETA, ABOUT THE SUITABILITY OF THE SOFTWARE, OR ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SOFTWARE, FOR ANY PURPOSE. EACH BETA IS PROVIDED "AS IS" WITHOUT EXPRESS, IMPLIED OR OTHER WARRANTIES. FOR INSTANCE, POWERQUEST MAKES NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. EACH BETA IS PROVIDED GRATUITOUSLY AND, ACCORDINGLY, POWERQUEST SHALL NOT BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY YOU OR ANY USER OR POSSESSOR OF THE BETA. POWERQUEST HAS NO OBLIGATION TO SUPPORT ANY BETA OR ISSUE UPDATES TO ANY BETA. LIMITATIONS ON LIABILITY. NEITHER POWERQUEST NOR ITS SUPPLIERS SHALL BE LIABLE FOR (A) INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, DIRECT, OR INDIRECT DAMAGES OF ANY SORT, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, EVEN IF THEY HAVE BEEN INFORMED OF T...
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