THIS IS A LEGAL AGREEMENT BETWEEN BE COMMUNITIES USER (ENTITY OR
PERSON, hereinafter collectively referred to as “YOU” or “YOUR”
or “USER”) AND ARROW SOFT SRL SEMPLIFICATA, INCORPORATED (“ARROW
SOFT”) TO LICE NSE THE ARROWSOFT BETA SOFTWARE AVAILABLE VIA THE
BE COMMUNITIES, WHICH INCLUDES COMPUTER SOFTWARE AND ASSOCIATED
MEDIA (the “BETA SOFTWARE”) AND “ONLINE” OR ELECTRONIC DOCUMENTA
TION (the “DOCUME NTATION”). BY CLICKING “I ACCEPT” OR INSTALLIN
G, COPYING, OR OTHE RWISE USING THE BETA SOFTWARE, USER ACKNOWLE
DGES THAT ITS AUTHORIZED REPRESENTATIVE HAS READ AND UNDERSTANDS
THIS AGREEMENT AND AGREES TO THE VALIDITY AND TO BE BOUND BY THE
TERMS OF THIS LICENSE GRANT (“LICENSE”). IF YOU DO NOT CLICK “I
ACCEPT” TO AGREE TO THE TERMS OF THIS LICENSE, YOU WILL NOT BE G
RANTED ACCESS TO USE THE BETA SOFTWARE. THESE LICENSE TERMS, TOG
ETHER WITH ANY APPLICABLE NON-DISCLOSURE AGREEMENT APPEARING OR
REFERENCED ON BE COMMUNITIE S OR IN THE FILES DELIVERED DURING I
NSTALLATION REPRESENT THE ENTIRE SET OF TERMS AND CONDITIONS GOV
ERNING YOUR USE OF THIS BETA SOFTWARE AND ACCOMPANYING WRITTEN M
ATERIALS (WHERE APPLICABLE), AND SUPERSEDE ANY OTHER PRIOR PROPO
SAL, REPRESENTATION, OR UNDERSTA NDING BETWEEN THE PARTIES.
YOUR CLICKING “I ACCEPT” CONSTITUTES ACCEPTANCE OF ALL OF THE TE
RMS AND CONDITIONS OF THIS LICENSE. IT IS HIGHLY RECOMMENDED THA
T YOU KEEP A COPY OF THIS LICENSE FOR YOUR RECORDS.
1. Acknowledgment of Validity and Limited Rights For Testing Only.
Upon your acceptance of the Agreement by clicking “I accept” or downloading the
BETA SOFTWARE, ARROWSOFT grants to you a non-exclusive, limited purpose license to
use one (1) copy of the BETA SOFTWARE in object code form only, and the
DOCUMENTATION, only as authorized in this LICENSE, and you hereby acknowledge
and agree to the validity of this AGREEMENT and the terms and conditions contained
herein, and agree to be bound hereto.
The BETA SOFTWARE has been designed and developed by ARROWSOFT, either alone or
together with other third parties, and this LICENSE is being made on behalf of all parties
who contributed to the BETA SOFTWARE and DOCUMENTATION. Subject to the
terms and provisions set forth, USER is willing to accept delivery of the BETA
SOFTWARE for the purpose of using and evaluating the same. ARROWSOFT is willing to
permit the USER to use and evaluate the BETA SOFTWARE under the terms and
conditions of this AGREEMENT in order to obtain user information to such BETA
SOFTWARE which may be helpful to ARROWSOFT in making any improvements,
enhancements or modifications with respect thereto. The BETA SOFTWARE may be
used only on a single computer owned, leased or otherwise controlled by you. You may
not use the BETA SOFTWARE on any other platform, including, but not limited to,
servers, except as expressly provided herein. The BETA SOFTWARE is “in use” on a
computer when it is loaded into temporary memory (i.e., RAM) or installed into
permanent memory (e.g. hard disk, CD-ROM or other storage device) of that computer.
If the BETA SOFTWARE is designed to provide services or functionality to servers, the
BETA SOFTWARE shall be used on a single server owned, leased or otherwise
controlled by you.
2. Ownership of Proprietary Rights and Grant
Upon your acceptance of the Agreement by clicking “I accept” or downloading the
BETA SOFTWARE, ARROWSOFT does hereby grant USER at no charge a non-exclusive,
non-transferable right to use the BETA SOFTWARE for evaluation purposes only. This
right shall terminate on the date ARROWSOFT determines in its sole discretion that ARROWSOFT no
longer has a need for user information from the USER regarding the BETA
SOFTWARE; or ARROWSOFT has learned that the terms of this AGREEMENT have been
breached by USER. You acknowledge and agree that the BETA SOFTWARE and
DOCUMENTATION are proprietary to ARROWSOFT or its third party contributors protected
under United States copyright laws, other applicable copyright laws, and international
treaty provisions. You further acknowledge and agree that the entire right, title and
interest in and to the BETA SOFTWARE and DOCUMENTATION, including
associated intellectual property rights, shall remain with ARROWSOFT or its third party
contributors. ARROWSOFT retains all rights not expressly granted herein. Nothing in this
AGREEMENT obligates ARROWSOFT to create any updates or enhancements, nor to provide
technical support or the maintenance services for the BETA SOFTWARE.
3. Evaluation and Reports.
The USER shall provide ARROWSOFT with reports concerning its opinion and evaluation of
the BETA SOFTWARE. USER shall consult with representatives of ARROWSOFT from timeto-time concerning the performance of the BETA SOFTWARE. USER agrees that right,
title and interest to any reports, feedback or suggestions relating to the BETA
SOFTWARE or any inventions relating to an improvement, modification or enhancement
of the BETA SOFTWARE conceived in, or made as a result of, USER’s performance of
this AGREEMENT shall become the exclusive property of ARROWSOFT and that ARROWSOFT may
disclose and use such information for any purposes whatsoever, entirely without
obligation of any kind to USER.
4. Confidential and Proprietary Information and Data.
USER acknowledges that the BETA SOFTWARE consists of software which is
proprietary and confidential to ARROWSOFT or its licensors; and all rights, title and interest
therein or thereto, including, without limitation, all patents, copyrights, trademarks and
trade secrets are proprietary and confidential to ARROWSOFT or its licensors and shall remain
vested therein. Therefore, USER shall not disclose, directly or indirectly, or take any
other action which would result in the unauthorized disclosure of any confidential or
proprietary data whatsoever, including, but not limited to, reproduction of data furnished
to USER by ARROWSOFT.
The release of confidential information to USER does not constitute a commercialization
of the BETA SOFTWARE, but rather is a release for testing purposes ONLY. USER
shall not disclose to any third party the terms of this AGREEMENT nor the results of any
USER evaluation hereunder except with the written consent of ARROWSOFT. USER shall,
upon ARROWSOFT’s request, certify in writing as to the return or destruction of all such
For purposes of this AGREEMENT, “CONFIDENTIAL AND PROPRIETARY
INFORMATION” shall include, but not be limited to, the BETA SOFTWARE,
including its functionality, performance, business purpose, specifications,
DOCUMENTATION, and the like, test results obtained by USER through use of the
BETA SOFTWARE, any material data relating to use of the BETA SOFTWARE by
USER, including, but not limited to defects, deficiencies, errors, omissions, workarounds, features, enhancements, updates, upgrades, and other information typically
relating to unreleased version(s) of computer programs, and any and all information,
either written or oral, relating to the BETA SOFTWARE, including plans, business and
financial information, which may, from time-to-time, be disclosed by ARROWSOFT to USER
during the term of this AGREEMENT. It is understood by both parties that ANY
information provided by ARROWSOFT during the term to USER relating to the BETA
SOFTWARE is ARROWSOFT’s CONFIDENTIAL AND PROPRIETARY INFORMATION.
The parties shall use such CONFIDENTIAL AND PROPRIETARY INFORMATION
only for the purpose set forth in Section 2 above. USER shall make no other use of the
CONFIDENTIAL AND PROPRIETARY INFORMATION, in whole or in part, without
the specific prior written consent of ARROWSOFT. Accordingly, USER agrees not to make any
commercial use of CONFIDENTIAL AND PROPRIETARY INFORMATION, and
USER shall not translate, copy, disassemble, reverse engineer, or decompile any BETA
SOFTWARE, nor shall USER make copies or translations of any DOCUMENTATION.
Furthermore, USER will not make any pre-release reports or give pre-release interviews
concerning the BETA SOFTWARE or the CONFIDENTIAL AND PROPRIETARY
INFORMATION without ARROWSOFT’s prior written consent.
USER shall maintain ARROWSOFT’s CONFIDENTIAL AND PROPRIETARY
INFORMATION in strict confidence, shall limit internal disclosure of CONFIDENTIAL
AND PROPRIETARY INFORMATION to employees having a legitimate need to know,
and shall exercise the same degree of care in protecting ARROWSOFT’s CONFIDENTIAL
AND PROPRIETARY INFORMATION as it exercises in protecting its own confidential
and proprietary information. USER may make copies of the BETA SOFTWARE only to
the extent necessary for the purpose of this AGREEMENT, provided that USER shall
also reproduce and include ARROWSOFT’s trade secret, copyright, or other intellectual property
rights notices on each such copy and include the legend “Test Product –Do Not Copy or
Any other related materials supplied by ARROWSOFT, including DOCUMENTATION, may
not be reproduced in any manner by USER. The original and all copies of
CONFIDENTIAL AND PROPRIETARY INFORMATION shall remain the property of
ARROWSOFT and shall be returned to ARROWSOFT upon demand.
5. Disclaimer of Warranty.
USER acknowledges that the BETA SOFTWARE has not been completely tested and
will contain defects or deficiencies which cannot or may not be corrected. USER further
acknowledges that use of the BETA SOFTWARE may involve the transmission, upload,
download, translation or transfer of its data to a server or computer platform outside of
USER’s control, and some errors in the data may occur while transferring, transmitting or
translating data while using the BETA SOFTWARE. ARROWSOFT cautions USER to
determine for itself the suitability of the use of the BETA SOFTWARE for any purpose.
ARROWSOFT further cautions USER not to use the BETA SOFTWARE in a production
USER acknowledges that ARROWSOFT has no express or implied obligation to announce or
introduce the BETA SOFTWARE or any similar or compatible product. USER
acknowledges that all use, testing, research and development performed by it pursuant to
this AGREEMENT are done entirely at its own risk. ACCORDINGLY, ARROWSOFT
MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, REGARDING THE USE OR PERFORMANCE OF THE BETA
SOFTWARE, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MECHANTABILITY AND FITNESS FOR A PARTICULAR
USER ACCEPTS THE BETA SOFTWARE IN “AS IS” CONDITION, AND
ARROWSOFT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING WITHOUT
LIMITATION LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY,
COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES
TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF ARROWSOFT HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This AGREEMENT and the license contained herein shall not be assignable by the
USER without the express written consent of ARROWSOFT. This AGREEMENT and any other
agreement incorporated herein by reference constitutes the entire AGREEMENT between
the parties and supersedes all prior agreements, whether written or oral, concerning the
subject matter herein, and may not be amended or modified except by written consent of
both parties. Any notices or other communication shall be addressed to the parties at the
address shown above.
This AGREEMENT shall be governed by the laws of the Commonwealth of
Pennsylvania, United States of America, without regard to conflicts of law rules. This
AGREEMENT will not be governed by the United Nations Convention on Contracts for
the International Sale of Goods, the application of which is expressly excluded, nor shall
the Uniform Computer Information Transactions Act (“UCITA”) apply to this
transaction. USER shall not use the BETA SOFTWARE with knowledge or reason to
know that the BETA SOFTWARE will be transported outside the country in which the
USER’s principal place of business is located.
In addition to the foregoing, and not in lieu thereof, USER agrees to comply with the
export laws and regulations of the United States Government, or any other export laws,
restrictions or regulations, as they apply to the exports of products and technical data
from the United States and re-exports or transfers of products and technical data from
other countries, and to furnish or complete such documentation as may be required.
USER’s obligations under Section 3, 4 and 5 shall survive the termination of this
AGREEMENT and commercial release of the BETA SOFTWARE.
7. Consequences of Breach.
USER acknowledges that:
a. Irreparable injury and damage to ARROWSOFT will result from unauthorized disclosure of
the BETA SOFTWARE, Confidential Information gleaned by USER through use of
the BETA SOFTWARE, and from uses of the BETA SOFTWARE other than as
b. Monetary damages may not be sufficient remedy for unauthorized disclosure of the
c. ARROWSOFT shall be entitled, without waiving any additional rights or remedies available
to it at law, in equity, or by statute, to such injunctive or equitable relief as may be
deemed proper by a court of competent jurisdiction; and
d. USER’s breach of this AGREEMENT shall result in immediate termination of this
AGREEMENT and may be cause for exclusion in other ARROWSOFT sponsored BETA or
other BETA SOFTWARE programs, among other remedies available to ARROWSOFT at
BY CLICKING “I ACCEPT” OR DOWNLOADING THE BETA SOFTWARE TO
ACCEPT THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU ARE AN
AUTHORIZED REPRESENTATIVE OF YOUR ORGANIZATION AND HAVE READ
AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS CONTAINED HEREIN.