This Beta Testing Licence Agreement (this “Agreement”), effective as of the date you clicked the “LOGIN” button on the login page (the “Effective Date”), is by and between AUREUS INFOTECH INC., corporation (the “Licensor”) and you personally, as user (the “Licensee” or “you”) of the beta BOOKSHUB.io software in ongoing production by Licensor (the “Beta Software Program Product”). Licensor and Licensee may be referred to herein collectively as the “Parties”, or individually as a “Party”.

Important

Licensor is licensing this Beta Software Program Product to you, as licensee, subject to the terms contained in this Agreement. You have agreed to test the Beta Software Program Product and understand that such software is in its beta stage, is not substantially complete, and contains a variety of known and unknown bugs, defects, and other deficiencies which may render any work product you generate deficient or unusable.

Read the terms and conditions of this Agreement carefully before installing, copying, and using this Licensor’s Beta Software Program Product and the accompanying Documentation (as defined below), if any.

1. Beta Disclaimer

THE BETA SOFTWARE PROGRAM PRODUCT LICENSED HEREUNDER IS STILL IN ITS TESTING PHASE AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS BELIEVED TO CONTAIN DEFECTS. A PRIMARY PURPOSE OF THIS BETA TESTING LICENCE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE BETA SOFTWARE PROGRAM PRODUCT AND/OR ACCOMPANYING MATERIALS OR DOCUMENTATION.

2. Licence, Ownership, Acceptance, and Use

  1. Licence and Grant. Licensor hereby grants Licensee a non-exclusive, non-sub- licensable, and non-transferable licence during the Term (as defined below) to use the Beta Software Program Product (i) in accordance with all applicable software manuals, documentation, and other guides provided therewith (collectively, the “Documentation”) for the purposes of internal testing and evaluation, and (ii) to copy the Beta Software Program Product for archival or backup purposes; provided, however, that any such copies of the Beta Software Program Product shall: (x) remain Licensor’s exclusive property; (y) are subject to the terms and conditions of this Agreement; and (z) must include all copyright or other proprietary rights notices contained in the original software.
  2. Ownership. Title to the Beta Software Program Product and all copies thereof remain with Licensor in perpetuity. The Beta Software Program Product is copyrighted to Licensor. Licensee will not remove copyright notices from the Beta Software Program Product. Licensee agrees to prevent any unauthorized copying of the Beta Software Program Product. Licensor does not grant any express or implied right to Licensee under Licensor’s patents, copyrights, trademarks, or trade secret information.
  3. Acceptance. By clicking on the “LOGIN” button on the login page, Licensee, as user of the Beta Software Program Product, agrees to be bound by all terms of this Agreement for the duration of the Term, as well as all periods specified herein which survive the expiration of the Term or earlier termination of this Agreement. By indicating Licensee’s acceptance of the terms of this Agreement, Licensee is (i) representing that he/she is over the age of 18, and (ii) representing that he/she has the right and authority to legally bind himself/herself to the terms hereto.
  4. Use Restrictions. Licensee shall not use the Beta Software Program Product or Documentation for any purposes beyond the scope of the licence granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Beta Software Program Product or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Beta Software Program Product or the Documentation to any third party; (iii) reverse engineer, disassemble, decompile, separate, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Beta Software Program Product, in whole or in part; (iv) remove or modify any trademarks, logos, copyrights, legends, symbols, labels, or proprietary notices from the Beta Software Program Product or the Documentation; or (v) make public any results of benchmark tests or other results or data concerning the Beta Software Program Product.

3. Feedback

It is expressly understood, acknowledged and agreed that Licensee shall, regardless of whether or not formally requested to do, provide to Licensor reasonable suggestions, comments and feedback regarding the Beta Software Program Product, including but not limited to usability, bug reports, and test results (collectively, the “Feedback”). If Licensee provides such Feedback to Licensor, Licensee shall grant Licensor the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sublicense, and create derivative works of, the Feedback as part of any Licensor product, technology, service, specification or other documentation, including as part of the Beta Software Program Product and Documentation (individually and collectively, the “Licensor Products”), and (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Licensor Product. Licensee warrants that its Feedback is not subject to any licence terms that would purport to require Licensor to comply with any additional obligations with respect to any Licensor Products that incorporate any Feedback.

4. Support and Updates

Licensor may, but is under no obligation to, provide any technical support or technical updates to the Beta Software Program Product under the terms of this Agreement, or to continue to develop, productize, support, repair, offer for sale or in any other way continue to develop or provide the Beta Software Program Product to Licensee or to any other third party. Licensor may discontinue the Beta Software Program Product at any time, and there is no guarantee that such software will ever be commercially released to the general public. Licensor provides no assurance that any specific errors or discrepancies in the Beta Software Program Product or Documentation will be remedied.

5. Confidential Information

Licensee agrees that, unless otherwise specifically provided herein or agreed by Licensor in writing, all details concerning the Beta Software Program Product (including its technical specifics and source code), Licensee’s participation in the Beta Software Program Product beta program, all Documentation, all Feedback generated by Licensee with respect to his/her use of the Beta Software Program Product, and any information provided by Licensor to Licensee pursuant to this Agreement concerning Licensor, its business, marketing and development plans for the Beta Software Program Product, and any other Licensor Products (collectively, the “Confidential Information”) constitute confidential proprietary information of Licensor. Licensee agrees not to transfer, copy, disclose, provide or otherwise make available such Confidential Information in any form to any third party without the prior written consent of Licensor. Licensee agrees to implement reasonable security measures to protect such Confidential Information, and without limitation to the foregoing, shall use best efforts to maintain the security of the Beta Software Program Product provided to Licensee. Licensee shall use its best efforts to cooperate with and assist Licensor in identifying and preventing any unauthorized use, copying, or disclosure of the Beta Software Program Product the Documentation, the Feedback of himself/herself or of any other user, or any portion thereof. Licensee shall permit only authorized users, who possess rightfully obtained licence keys, to use the Beta Software Program Product or to view any associated Documentation.

(a) On the expiration or earlier termination of the Agreement, Licensee shall promptly return to Licensor all copies, whether in written, electronic, or other form or media, of Licensor’s Confidential Information, or if otherwise requested by Licensor, destroy all such copies and certify in writing to the Licensor that such Confidential Information has been destroyed.
(b) Licensee’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed or provided to Licensee; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Warranty Disclaimer

  1. THE BETA SOFTWARE PROGRAM PRODUCT AND ALL DOCUMENTATION, IF APPLICABLE, ARE LICENSED “AS IS”, AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, USABILITY OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLE QUALITY, TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, LICENSOR EXPRESSLY DOES NOT WARRANT THAT THE BETA SOFTWARE PROGRAM PRODUCT WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE BETA SOFTWARE PROGRAM PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE ASSUMES ALL RESPONSIBILITY FOR SELECTING THE BETA SOFTWARE PROGRAM PRODUCT TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM ITS USE OF THE BETA SOFTWARE PROGRAM PRODUCT.
  2. ANY DOWNLOAD AND/OR INSTALLATION AND USE OF THIS BETA SOFTWARE PROGRAM PRODUCT IS DONE AT THE LICENSEE’S SOLE RISK AND LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO – WITHOUT LIMITATION – ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES, INCLUDING ANY INCORRECT OR IMPROPER BETA SOFTWARE PROGRAM PRODUCT WORK PRODUCT. SHOULD THE BETA SOFTWARE PROGRAM PRODUCT PROVE DEFECTIVE, LICENSEE ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR AND/OR CORRECTION. IT IS THEREFORE UP TO LICENSEE TO TAKE ADEQUATE PRECAUTION AGAINST POSSIBLE DAMAGES RESULTING FROM THIS BETA SOFTWARE PROGRAM PRODUCT. SOFTWARE IN BETA TESTING SHOULD, FOR EXAMPLE, NOT BE USED ON SENSITIVE AND/OR VALUABLE DATA AND SHOULD NOT BE USED IN PRODUCTION SYSTEMS.

7. Limit of Liability

IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS INCURRED BY LICENSEE OR ANY THIRD PARTY) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, WHETHER ARISING OUT OF THE USE OR INABILITY TO USE THE BETA SOFTWARE PROGRAM PRODUCT (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, DATA BEING RENDERED INACCURATE OR CORRUPTED, LOSSES SUSTAINED BY LICENSEE OR THIRD PARTIES, OR FAILURE OF THE BETA SOFTWARE PROGRAM PRODUCT TO BE COMPATIBLE WITH ANY OTHER SOFTWARE PROGRAMS), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Term and Termination

  1. Term. The term of this Agreement shall commence on the Effective Date, and shall terminate, along with all of Licensee’s rights with respect to the Beta Software Program Product, upon the earlier of: (a) the initial commercial release by Licensor of a generally-available commercial-version of the Beta Software Program Product, such date determined by Licensor in its sole discretion; and (b) automatically on the date that is three months from the Effective Date (the “Term”).
  2. Expiration and Termination. Either Party may immediately terminate this Agreement at any time for any reason by providing the other Party written or electronic notice thereof. Upon the expiration or earlier termination of this Agreement, the rights and licences granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to Licensor (or, at Licensor’s request, destroy), the Beta Software Program Product, all Documentation, and all other tangible items in Licensee’s possession or control that are proprietary to or contain Confidential Information of Licensor.
  3. Survival. Sections 2(b), 5, 6, 7, 8, 9, and 10(c) hereto shall survive the expiration or earlier termination of this Agreement, and as shall all other obligation hereto which expressly or are intended to survive the expiration or earlier termination of this Agreement.

9. Privacy

For purposes of fulfilling the terms of this Agreement, Licensee agrees to allow Licensor, its employees, and designated agents to contact Licensee using the personal contact information Licensee has provided, such as Licensee’s name, email, address, and telephone number. Licensor may store or share this personal contact information with Licensor’s employees, designated agents or authorized contractors in order to communicate with Licensee about the Beta Software Program Product or Licensor Products more generally. Licensor may use, collect, or store information generated from Licensee’s testing and use of the Beta Software Program Product, including the Feedback, to improve the overall performance of the Beta Software Program Product and Licensor Products more generally. Licensor may disclose, share, redistribute, or publish such Feedback. If Licensee lives outside of Canada, Licensee understands and agrees that personal contact information and the Feedback may be transferred to, and stored in, Canada or other locations where Licensor may choose to store such items.

10. Miscellaneous

  1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
  2. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  3. Governing Law and Venue. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licences granted hereunder will be instituted exclusively in the courts of the Province of Ontario or the Federal Court of Canada, as applicable, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.