By using the software made available in the pre-release section of a NetworkDLS Web Site you agree to participate in NetworkDLS's pre-release program and become a Tester undertaking to comply with the following terms and conditions:
TEST AND REPORT
Tester agrees to report to NetworkDLS any flaws, errors, bugs or other problems with the Product. Such reports are made by logging into the pre-release area and filling out a bug report. Tester understands that prompt and accurate reports are of great value to NetworkDLS, and promises best efforts to provide such reports.
Tester acknowledges that as a participant in NetworkDLS's pre-release program, Tester will be given confidential trade secret information. Specifically, Tester agrees that the characteristics, performance, and potential shipment date of the Product, the Product itself (including all software and any documentation) and this Agreement are all confidential information and constitute trade secrets of NetworkDLS. (This information is referred to as "Confidential Information".) Tester acknowledges that disclosure of Confidential Information could cause serious harm to NetworkDLS and, as an essential term and condition of participating in the test, agrees not to disclose Confidential Information to any person or organization until the earlier of (a) the date on which NetworkDLS first makes this information publicly available, or (b) the date on which NetworkDLS ships the Product to the general public, or (c) twelve months after the date of this Agreement ("Non-Disclosure Period"). During the Non-Disclosure Period, Tester agrees not to disseminate, publish, or otherwise communicate any review, account, description or other information concerning the Product, except directly to NetworkDLS or with the express prior written consent of NetworkDLS. Tester agrees not to decompile or reverse engineer the Program at any time during or after the pre-release test. If Tester is a company, Tester agrees to take all reasonable steps to see that its employees, officers, and agents guard against and prevent disclosure of Confidential Information and to act in accordance with the confidentiality provisions of this Agreement. Tester further agrees that information will be available to its employees, officers and agents strictly on a "need-to-know" basis.
OWNERSHIP OF THE PRODUCT
Tester acknowledges that the Product, its copyright, its trademark, and any other intellectual property rights in the Product is owned by NetworkDLS. Tester acquires no ownership of the Product from this Agreement and no right to use the Product beyond the terms of the pre-release agreement. Tester acquires no right to copy the Product, prepare derivative works or participate in development, manufacturing, marketing, and maintenance of the Product.
TESTER MAY NOT COPY THE PRODUCT; LIMITED LICENSE
Tester may not provide any copy of the product to any other person. Tester may not modify the Product in any way. Tester may install the Product on one hard disk for testing at Tester's sole risk. Tester has a limited license to use the Product solely for the purpose of the pre-release program.
RISKS FROM THE PRODUCT
Tester understands that the Product may have errors and may produce unexpected results. Tester agrees that any use of the pre-release version of the Product, whether as part of this pre-release test or otherwise, will be entirely at Tester's own risk. Tester agrees to backup data and take other appropriate measures to protect programs and data. Tester agrees not to allow any third party to use the Product on Tester's hardware or otherwise and to indemnify and hold NetworkDLS harmless from any damages or claims arising from use by any third party.
THE PRODUCT AND ANY SUPPORT FROM NETWORKDLS ARE PROVIDED "AS IS" AND WITHOUT WARRANTY, EXPRESS OR IMPLIED. NETWORKDLS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL NETWORKDLS BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER RESULTING FROM IMPAIRED OR LOST DATA, SOFTWARE OR COMPUTER FAILURE OR ANY OTHER CAUSE, EVEN IF NETWORKDLS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY OTHER CLAIM BY TESTER OR FOR ANY THIRD-PARTY CLAIM.
NO OBLIGATION ON BEHALF OF NETWORKDLS ON ACCOUNT OF INFORMATION PROVIDED BY TESTER
NetworkDLS agrees that any information that Tester indicates in writing to be confidential or proprietary to Tester or others, will be treated as confidential information by NetworkDLS, is licensed to NetworkDLS for purposes of, and will only be used for, testing of the NetworkDLS product and not be disclosed to any third party. Tester agrees that the contents of all oral and written reports to NetworkDLS relating to performance of the Product, and any other information, ideas, concepts, and know-how provided by Tester (including corrections to problems in the Product and documentation) become the property of NetworkDLS and may be used by NetworkDLS for all business purposes, without any accounting or any payment to Tester. Under no circumstances will NetworkDLS become liable for any payment to Tester for any information that Tester provides, whether concerning the Product or otherwise, no matter how such information is used or exploited by NetworkDLS or anyone else.
This Agreement does not authorize Tester to use NetworkDLS's names or trademarks or the fact of the pre-release test for any publicity or marketing or other activities. Neither Tester nor NetworkDLS has any obligation to purchase anything under this Agreement. No agency, partnership, joint venture, or other joint relationship is created by this Agreement.