GENERAL TERMS AND CONDITIONS
DVR Consulting, Inc. has developed the Remediator™ toolset including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material ("Software").
DVR Consulting, Inc. desires that the Software be tested prior to general release.
Licensee wishes to serve as a test site for such Software;
NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:
DVR Consulting, Inc. grants to Licensee a non-exclusive, non-transferable license to use the Software on a single computer at Licensee's business location solely for testing and test use from today's date for a period not to exceed 30 days, subject to the term and conditions below.
In consideration for receiving access to the Software for testing, Licensee agrees to serve as a "Test Site" for the Software and will notify DVR Consulting, Inc. of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to DVR Consulting, Inc. 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 Software is the sole property of DVR Consulting, Inc. and includes valuable trade secrets of DVR Consulting, Inc. Licensee agrees to treat Software as confidential and will not without the express written authorization of DVR Consulting, Inc.:
Demonstrate, copy, sell, license or market Software to any third party; or
Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or
Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof.
Software is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. Software may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. Software is provided "AS IS" without warranty of any kind. The entire risk arising out of the use or performance of Software remains with Licensee. In no event shall DVR Consulting, Inc. be liable for any damage whatsoever arising out of the use of or inability to use Software, even if DVR Consulting, Inc. has been advised of the possibility of such damages.
The Licensee upon completion of the test period 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 DVR Consulting, Inc. Licensee will provide a quote to DVR Consulting, Inc. that may be used in a press release.
This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of California. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested to 231 Market Place #621, San Ramon, CA 94583 or such other address as may be given from time to time under the terms of this notice provision. In the event of any breach of this agreement, and any mediation, arbitration, or litigation in connection therewith, the breaching party shall be liable to the non-breaching party for all costs and damages of the non-breaching party, including attorney fees.