BETA TEST AGREEMENT
This Beta Test Agreement (the "Agreement") between you and Laszlo Systems,
Inc. ("Laszlo") sets forth the terms and conditions governing your access
to and use of the Software for the sole purpose of beta testing the
Software. The Laszlo Presentation Server software and related documentation
and materials, described more extensively in Exhibit A of this Agreement
which is incorporated herein by reference, and any Updates (defined herein)
provided pursuant to Section 2 (Updates) are collectively referred to
herein as the "Software."
1. License Grant. Subject to all the terms and conditions of this
Agreement, Laszlo grants you a personal, royalty-free, non-sublicensable,
nontransferable, nonexclusive license to install and use the Software in
the manner specified in the related documentation supplied by Laszlo only
for your internal testing and evaluation purposes only during the Term
(defined herein). You agree to use the Software only in the ordinary course
of testing, and not to reproduce, distribute, sell, resell, bundle, deploy,
publicly display, modify, or make available to any third party the Software
or any portion thereof or any documentation or materials related thereto.
Except to the extent that the following restriction is prohibited by
applicable law, if any, you shall not reverse assemble, reverse compile or
reverse engineer any software source code or other components of the
Software or otherwise attempt to discover any underlying Proprietary
Information (defined herein).
2. Updates. In its sole discretion, Laszlo may provide you with access
to updated versions of the Software ("Updates"). If Laszlo provides you
with access to Updates via an authorized password, you acknowledge and
agree that you are solely responsible for strictly maintaining the
confidentiality and integrity of any passwords provided to you by Laszlo
for such Updates.
3. Ownership. Except as expressly licensed in Section 1 (License Grant)
above, you acknowledge and agree that Laszlo owns all right, title and
interest in and to the Software, Proprietary Information and any
intellectual property rights inherent therein or related thereto. The
Software is and contains trade secrets, proprietary rights and other
intellectual property of Laszlo. You do not acquire title to the Software
or any intellectual property or other rights related thereto except for the
limited evaluation license granted hereunder.
4. Confidentiality. You shall maintain the confidentiality of the
Software and shall not disclose any aspect of the Software or any aspect of
the testing or evaluation performed by you under this Agreement. You
acknowledge that, in the course of using the Software and performing the
duties under this Agreement, you may obtain, become exposed to, or develop
information including, but not limited to, technology, software code,
know-how, ideas, testing procedures, structure, interfaces, documentation,
problem reports, development schedule, analysis and performance
information, and other technical, business, software, marketing and
financial information, plans and data relating to the Software or Laszlo
("Proprietary Information"). During and after the Term, you shall hold in
confidence and protect, and shall not use (except as expressly authorized
by this Agreement) or disclose, Proprietary Information unless such
Proprietary Information becomes part of the public domain without breach of
this Agreement by you, your officers, directors, employees or agents. You
shall limit access to the Software to your employees and consultants having
a need for such access and who enter into written confidentially
obligations at least as protective of Laszlo as those set forth in this
Agreement.
5. Equitable Relief. You acknowledge and agree that due to the unique
nature of Laszlo's Proprietary Information, there can be no adequate remedy
at law for any breach of your obligations hereunder, that any such breach
may allow you or third parties to unfairly compete with Laszlo resulting in
irreparable harm to Laszlo, and therefore, that upon any such breach or
threat thereof, Laszlo shall be entitled to injunctions and other
appropriate equitable relief in addition to whatever remedies it may have
at law.
6. Dangerous Applications. The Software is not intended for use in any
nuclear, aviation, mass transit, medical or life support application or in
any other inherently dangerous application. You are responsible for taking
all appropriate measures to ensure the safe use of the Software if used for
such purposes, and Laszlo shall not be liable for any claims or damages
arising from such use.
7. Evaluation. You agree to submit, during the Term, periodic written
reports ("Reports") to Laszlo. Such Reports shall specify (a) all errors,
bugs, crashes, failures, unexpected results and other problems encountered
with the Software and any resolutions or workarounds therefore, (b) any
other information or feedback concerning your use, testing and evaluation
of the Software, and (c) any and all modifications, design changes,
features or improvements to the Software suggested by you, your officers,
directors, employees or agents (collectively (a) - (c), the "Results"). The
Results, including without limitation the Reports, shall be deemed
Proprietary Information of Laszlo and you agree that Laszlo shall have, and
you hereby assign to Laszlo, any and all right, title and interest in and
to any such Results and Reports, without the payment of any additional
consideration therefore, and Laszlo shall have the right to use, in any
manner and for any purpose whatsoever, the Results, Reports and any other
information provided by you hereunder whether during or after the Term. You
agree to perform all acts reasonably requested by Laszlo to enable Laszlo
to perfect and enforce such rights.
8. No Training or Support. You acknowledge and agree that Laszlo shall
have no obligation under this Agreement to provide any training or to
correct any bugs, defects or errors or to otherwise support, develop or
maintain the Software.
9. No Commercial Assurances. While Laszlo intends to commercially
release a version of the Software, Laszlo reserves the right at any time
not to release a version of the Software or, even if released, to alter
features, specifications, capabilities, functions or other characteristics
of the Software. Nothing herein shall (a) obligate either party to proceed
with any other transaction between them, including without limitation
licensing of any such commercial version of the Software, or (b) be
construed as permitting you to rely in any way on the continued use of the
software or any further development or commercial release thereof.
10. Taxes. Laszlo will not charge you for the Software. However, you will
be responsible for payment of all taxes or any other duties, charges or
fees payable or due upon import of the Software in the country or countries
to which such Software is delivered.
11. Warranty Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS
EXPERIMENTAL AND MAY NOT FUNCTION CORRECTLY OR AT ALL ON YOUR COMPUTER OR
IN ANY ENVIRONMENT AND IS THEREFORE PROVIDED "AS-IS" AND AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, LASZLO AND ITS THIRD
PARTY LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LASZLO AND ITS THIRD
PARTY LICENSORS MAKE NO WARRANTY TO ANY PERSON RELATING TO THE SOFTWARE,
ITS USE OR ANY INABILITY TO USE THE SOFTWARE, THE RESULTS OF ITS USE, THAT
THE SOFTWARE WILL BE ERROR-FREE, THAT ERRORS IN THE SOFTWARE WILL BE
CORRECTED, OR THAT THE SOFTWARE WILL EVER BE COMPLETED OR COMMERCIALLY
AVAILABLE.
12. Restrictions of Use; Limitation of Remedies and Damages. YOU
ACKNOWLEDGE AND AGREE THAT THIS SOFTWARE IS FOR TESTING PURPOSES ONLY. YOU
SHALL HAVE THE SOLE RESPONSIBILITY FOR PROTECTING ANY DATA USED IN
CONNECTION WITH THE SOFTWARE. TO THE FULL EXTENT PERMISSIBLE UNDER
APPLICABLE LAW, LASZLO AND ITS THIRD PARTY LICENSORS SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT
OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER THEORY FOR ANY (A) LOSS OR INACCURACY OF DATA,
(B) DAMAGE TO SOFTWARE OR EQUIPMENT, (C) COST OF PROCUREMENT OF SUBSTITUTE
GOODS, SERVICES OR TECHNOLOGY, (D) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY
OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE,
REVENUES, DATA OR PROFITS, BUSINESS INTERRUPTION OR (E) FOR ANY MATTER
BEYOND ITS REASONABLE CONTROL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT WILL LASZLO'S LIABILITY TO YOU UNDER THIS AGREEMENT
EXCEED $100 IN THE AGGREGATE.
13. Term and Termination. The term of this Agreement ("Term") shall
expire on December 31, 2002, unless earlier terminated by Laszlo in
accordance with the terms set forth herein. This Agreement may be
terminated by Laszlo (a) for any reason or no reason upon five (5) days
prior written notice to you, or (b) immediately upon notice of any breach
by you of the provisions of this Agreement. Notice can be delivered by any
means, including e-mail. Upon termination or expiration, the terms of this
Agreement will remain in full force and effect, except the license granted
in Section 1 and the Updates in Section 2 shall terminate and you will
immediately cease all use of the Software and destroy all copies or
portions of the Software and any Proprietary Information in your possession
or control.
14. No Assignment. Neither the rights nor the obligations arising under
this Agreement are assignable or transferable by you, and any such
attempted assignment or transfer shall be void and without effect.
15. Controlling Law; Severability. This Agreement shall be governed by
and construed in accordance with the laws of the State of California
without regard to conflicts of laws provisions thereof and you submit to
the exclusive jurisdiction and venue of the federal and state courts
located in the State of California and County of San Francisco for any
disputes arising out of or related to this Agreement. In the event that any
of the provisions of this Agreement shall be held by a court or other
tribunal of competent jurisdiction to be unenforceable, such provisions
shall be limited or eliminated to the minimum extent necessary so that this
Agreement shall otherwise remain in full force and effect and enforceable.
16. Entire Agreement; Amendment; Waiver. This Agreement constitutes the
entire agreement between the parties pertaining to the subject matter
hereof, and supercedes any and all prior or contemporaneous written or oral
agreements between the parties. No waiver or modification of this Agreement
will be binding upon either party unless made in a writing signed by both
parties and no failure or delay in enforcing any right will be deemed a
waiver.
17. Export Compliance. You will not export the Software, any portion
thereof, or any matters related thereto. You will indemnify and defend
Laszlo from and against any claims, penalties, loss or damage arising out
of a breach of your obligations hereunder.
If you have any questions concerning this Agreement or the Software or
related documentation, you may contact Laszlo at:
Laszlo Systems, Inc.
1040 Mariposa
San Francisco, CA 94107
Telephone: 415-865-2905.
EXHIBIT A
SOFTWARE
For the purposes of this Agreement, the Software shall include the software
and documentation available for review and download at
www.laszlosystems.com, including the following:
* Laszlo Presentation Server Java archive
* Laszlo Foundation Classes
* Laszlo Interface Components
* Sample LZX (Laszlo XML) source code and tutorials
* LZX language schemas (DTD, XSD)
* Text editor configurations/extensions for LZX editing
* Sample art assets, audio clips, and fonts
* Documentation for Laszlo Application Platform