Beta Testing License Agreement for Products

Beta Testing License Agreement for Products
KARA WHALEY PHOTOGRAPHY AND DESIGN (HEREBY “KARA WHALEY”) LICENSES THIS PRODUCT TO YOU SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT” or “EULA”). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THIS PRODUCT. THE PRODUCT IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS EULA, NOT SOLD TO YOU. BY USING THIS PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT USE THE PRODUCT AND YOU SHOULD CEASE USE OF THE PRODUCT IMMEDIATELY.
THIS EULA IS A LEGAL AGREEMENT CONCERNING THE PRODUCT BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY AND KARA WHALEY. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH KARA WHALEY RELATING TO THE PRODUCT.

Assent to Be Bound
By executing a written or electronic copy of this Agreement or by downloading or otherwise using this Product, you agree to be bound by the terms of this Agreement. If you do not agree with any term or condition, do not download, order, open, or use the Product or product package. Contact Kara Whaley to notify them of the discontinued use.

BETA DISCLAIMER
THE BETA PRODUCT LICENSED HEREUNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON PRODUCT 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 PRODUCT AND/OR ACCOMPANYING MATERIALS.

Feedback
It is expressly understood, acknowledged and agreed that you shall, regardless of whether or not formally requested to do, provide to Kara Whaley reasonable suggestions, comments and feedback regarding the Product, including but not limited to usability, bug reports and test results, with respect to Product testing (collectively, “Feedback”). If you provide such Feedback to Kara Whaley, you shall grant Kara Whaley the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Kara Whaley product.

Grant of License
Subject to the terms and conditions of this Agreement, Kara Whaley hereby grants to you a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Product solely for purposes of internal testing and evaluation, and (ii) to copy Product for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.

Restrictions on Grant
Except as otherwise specifically permitted in this Agreement, you may not: (a) modify or create any derivative works of any Product or documentation, including translation or localization; (b) copy the Product except as provided in this Agreement or elsewhere by Kara Whaley; (c) separate Product, which is licensed as a single product, into its component parts. (d) sublicense or permit simultaneous use of the Product by more than one user; (e) redistribute, encumber, sell, rent, lease, sublicense, use the Product in a timesharing or service bureau arrangement, or otherwise transfer rights to any Products. You may NOT transfer the Product under any circumstances; (f) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); or (g) publish any results of benchmark tests run on any Product to a third party without Kara Whaley’s prior written consent.

Beta-Testing Product Support
Kara Whaley is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Product will be corrected.

Ownership and Copyright of Product
Title to the Product and all copies thereof remain with Kara Whaley and/or or its suppliers. The Product is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Product. Licensee agrees to prevent any unauthorized copying of the Product. Except as expressly provided herein, Kara Whaley does not grant any express or implied right to you under Kara Whaley patents, copyrights, trademarks, or trade secret information.

Term of This Agreement
Your rights with respect to the Beta Software will terminate upon the earlier of (a) the initial commercial release by Kara Whaley of a generally available version of the Products or (b) two weeks after the last date you receive the Software or any update thereto. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using, and will return to Kara Whaley (or, at Kara Whaley’s request, destroy), the Product, Documentation, and all other tangible items in your possession or control that are proprietary to or contain Confidential Information.

Disclaimer
THE PRODUCT AND DOCUMENTATION ARE LICENSED “AS IS”, AND KARA WHALEY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, KARA WHALEY EXPRESSLY DOES NOT WARRANTS THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE PRODUCT. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE PRODUCT.

Limitation of Liability
Provision of any Product under this Agreement is experimental and shall not create any obligation for Kara Whaley to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party.
KARA WHALEY CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR INSTALLATION OR USE OF THE PRODUCT AND DOCUMENTATION SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES PAID TO KARA WHALEY BY YOU UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL KARA WHALEY BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF PARALLELS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Governing Law and Choice of Forum
This Agreement shall be governed by and interpreted in accordance with the laws of Ohio, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this EULA shall be resolved in the federal or state courts situated within Ohio. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.

Export Restrictions
You acknowledge that Product is of U. S. origin. Recipient agrees to comply with all applicable international and national laws that apply to the Product, including the U. S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.

Entire Agreement
This Agreement constitutes the complete and exclusive agreement between you and Kara Whaley with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by you and an authorized representative of Parallels.

Contact Info
Contact Kara Whaley at info@karawhaley.com with any questions or concerns.

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