This Agreement sets forth the terms and conditions for the beta license, installation, use, test and support of certain Star2Star products and software by a user prior to formal product release. This Agreement represents the complete agreement between the parties concerning this subject matter and replaces any prior oral or written communications between the parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein.
(a) “Beta Product” or "Product" means the Star2Star Product(s) including Software, if any, and Media or Documentation associated with the Product.
(b) "Beta Test" mean the period of time during which testing of and adjustments to the Product contemplated hereunder will be undertaken.
(c) "Software" means one (1) copy each of the computer program(s) downloaded and/or installed, provided in object code format.
(d) "Media and Documentation" means such supporting written materials as Star2Star may in its discretion provide to User in connection with their use of a Product.
2. BETA TEST AND LIMITED LICENSE GRANT
Star2Star thanks you for your interest in participating in the beta test phase (herein the “Beta Test”) of Beta Products. For purposes of this License, “You” and “Your” shall specifically include the individual installing the software, the owner of the computer, computer system or Star2Star system on which the Beta Product is used or installed and any individual accessing and/or using the Beta Product. You may not participate in the Beta Test unless You accept this License and all of its terms. Your acceptance of this License by clicking “Agree” forms a binding contract between You and Star2Star.
3. ACKNOWLEDGMENT OF VALIDITY AND LIMITED RIGHTS FOR TESTING ONLY
Upon Your acceptance of this License, Star2Star grants to You a non-exclusive, revocable, non-transferable, limited purpose license to use the Beta Product for evaluation purposes or as otherwise authorized in this License. The Beta Product must not be copied, transmitted, disassembled, modified, altered, reverse engineered, photographed, or given or sold to anyone. You agree that the Beta Product is the sole property of Star2Star and that You are not permitted to:
- Create derivative works based on any element or combination thereof of the object code;
- Remove or alter any proprietary notices or marks on or attributed in or otherwise imbedded in the Beta Product; or
- Modify, reuse, disassemble, de-compile, reverse engineer or otherwise translate the object code or any portion thereof.
The Beta Product has been designed and developed by Star2Star, either alone or together with others. This License is being made on behalf of all parties who contributed to the Beta Product. Star2Star is granting this License to use and evaluate the Beta Product in order to obtain, in general, information about the functionality, performance and stability of the Beta Product which may be helpful to Star2Star in making any improvements, enhancements or modifications with respect to the Beta Product.
The Beta Product may be used only in an environment controlled by You. If your Beta Product includes software, it may be used only on a single computer owned, leased or otherwise controlled by You. You may not use the Beta Product on any other platform, including, but not limited to, servers, except as expressly provided herein. The Beta Product 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 or other storage device) of that computer. If the Beta Product is designed to provide services or functionality to servers, the Beta Product shall be used on a single server owned, leased or otherwise controlled by You.
You acknowledge that the Beta Product is loaned to You under this License, specifically for the purpose of Beta Testing, and that Star2Star retains ownership of all right, title and interest to the Beta Product, its design, media, documentation, and the intellectual property rights therein and thereto (including without limitation, all patent rights, design rights, trademarks, copyrights and trade secret rights) subject to the terms of this License. You agree to (i) not use the Product to develop any products, without Star2Star’s prior written approval or (ii) sell, license, rent, or transfer the Product to any third party. Star2Star shall have a security interest in the Beta Products downloaded, installed, and/or delivered under this License. If requested by Star2Star, You agree to execute and deliver financing statements or any other instruments, recordings or filings deemed necessary by Star2Star to protect and preserve its right, title and interest in and to the Beta Products under applicable law.
4. EVALUATION AND REPORTS
You agree to test the Beta Product under normally expected operating conditions. You further agree to consult with representatives of Star2Star from time-to-time concerning the operation, performance and stability of the Beta Product and Your computer and/or system while running the Beta Product. You also agree to allow Star2Star access to the Beta Product during normal working hours for inspection, modifications and maintenance.
Please consider the following when testing the Beta Product. Test in small increments or parts of a particular feature or functionality, and then expand Your testing to encompass all features. Make notes about other issues or areas to test while working on a feature or function. Test areas that You suspect will or could result in errors. Try different methods to perform the same task and compare the results. Run applications at the same time and note whether they work well together or if any problems result. Use different key combinations while testing and note what happens. Test by installing the Beta Software on different devices that use different operating systems, browsers, options, configurations, etc. and observe differences in operation.
“Bugs” discovered are to be reported to Star2Star via email sent to Beta@Star2Star.com. Please include only one issue or problem per email. Please test Your bug before submitting and confirm that it results in the error every time. Please try to identify the crucial steps that did or could have triggered the problem. Make Your email clear so Star2Star can easily understand and reproduce the bug You report so Star2Star can work to resolve the problem. Try to avoid using jargon and abbreviations in the email. Include in Your email any work-arounds You have discovered. Please review Your email prior to submission to ensure all important information and steps are included.
At the conclusion of the Beta Test, You agree to provide to Star2Star an evaluation of the Beta Product, including both positive and negative aspects.
You agree that all rights to any information, reports, feedback or suggestions relating to the Beta Product or any inventions relating to any improvement, modification or enhancement of the Beta Product conceived or made as a result of Your use or analysis of the Beta Product (collectively the “Analysis Data”) shall become the exclusive property of Star2Star and that Star2Star may disclose and/or use the Analysis Data for any purposes whatsoever, entirely without obligation of any kind to You, including any compensation or credit.
5. CONFIDENTIAL AND PROPRIETARY INFORMATION AND DATA
For purposes of this License, “Confidential and Proprietary Information” includes the Beta Product, including its appearance, interfaces, functionality, features, performance, business purpose, and specifications; Analysis Data; patents; patent applications; trademarks; copyrighted materials; trade secrets; and any material information or data relating to the Beta Product or Analysis Data, including defects, deficiencies, errors, omissions, work-arounds, updates, enhancements, or upgrades; and including information, either written or oral, relating to the Beta Product, including plans and/or business and financial information, which may, from time-to-time, be disclosed by Star2Star to You.
Confidential and Proprietary Information does not include information that:
at the time of disclosure is, or thereafter becomes, generally available to and known by the public, other than as a result of, directly or indirectly, any violation of this License by the You or any of Your agents;
at the time of disclosure is, or thereafter becomes, available to the You on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential and Proprietary Information to You by a legal, fiduciary or contractual obligation to Star2Star;
was known by or in the possession of You, as established by documentary evidence, prior to being disclosed by or on behalf of Star2Star pursuant to this License; or
was or is independently developed by You, as established by documentary evidence, without reference to or use of, in whole or in part, any of Star2Star’s Confidential and Proprietary Information.
You may not disclose, directly or indirectly, or take any action which would result in the unauthorized disclosure of any Confidential and Proprietary Information. You agree not to make any commercial use of any Confidential and Proprietary Information. You further agree not to make any pre-release reports or give pre-release interviews concerning the Beta Product or the Confidential and Proprietary Information without Star2Star’s prior written consent.
You agree to limit internal disclosure of all Confidential and Proprietary Information to Your employees and those under your control having a legitimate need to know, and shall exercise the same degree of care in protecting Star2Star’s Confidential and Proprietary Information from disclosure as You exercise in protecting Your own confidential and proprietary information, but no less than a reasonable degree of care
The original and all copies of Confidential and Proprietary Information shall remain the exclusive property of Star2Star and shall be returned to Star2Star upon demand or without demand upon the expiration or termination of the Beta Test.
6. DISCLAIMER OF WARRANTY
The Beta Product is a test product and its reliability is not guaranteed. You acknowledge that the Beta Product has not been completely tested and may contain unknown defects or deficiencies which may adversely impact its performance or the performance of Your computer and/or system. You further acknowledge that use of the Beta Product may involve the transmission, upload, download, translation or transfer of Your data to a server or computer platform outside of Your control, and some errors in data may occur while transferring, transmitting or translating data while using the Beta Product. It is up to You to determine for Yourself the suitability of the use of the Beta Product for any purpose as the Beta Product is provided “AS IS, WITH ALL FAULTS.” Star2Star further cautions use of the Beta Product in a production environment or relying on it to access or attempt to access 911 emergency responders. You acknowledge that the use of the Beta Product is subject to Star2Star’s 911 Emergency Services restrictions and policy found in Star2Star’s Subscriber Terms and Conditions, incorporated by reference herein.
Star2Star represents and warrants that it has the requisite right and legal authority to grant this License and provide the Beta Product and the Confidential and Proprietary Information as contemplated by this License. STAR2STAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE BETA PRODUCT OR ANY OTHER CONFIDENTIAL AND PROPRIETARY INFORMATION AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR USE, EVEN IF SUCH PURPOSE OR USE WAS MADE KNOWN TO STAR2STAR.
IN NO EVENT SHALL STAR2STAR OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS OR OWNERS BE LIABLE UNDER THIS LICENSE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR INABILITY TO ACCESS 911 EMERGENCY RESPONDERS, BUSINESS INTERRUPTION, LOSS OF (i) USE, (ii) DATA, (iii) REVENUE OR (iv) PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT STAR2STAR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE BETA PRODUCT AND CEASE PARTICIPATION IN THE BETA TEST. THIS LIMITATION SHALL APPLY EVEN IF YOUR REMEDY UNDER THIS LICENSE SHALL FAIL OF ITS ESSENTIAL PURPOSE.
You agree that Star2Star shall not be liable for any costs that You may incur, either directly or indirectly, through Your participation in the Beta Test, including Your time and effort invested in testing the Beta Product. You further acknowledge that participating in the Beta Test in no way implies an employment or service contract between You and Star2Star for any reason.
Either party reserves the right to terminate the Beta Test for any reason whatsoever, without notice. In the event of termination of the Beta Test, You agree, upon notice by Star2Star, to immediately discontinue use of the Beta Product and return the Beta Product to Star2Star at Star2Star’s cost, within five (5) days of receiving notice, if applicable. Alternatively, You agree to, upon Star2Star’s request, certify in writing as to the destruction of the Beta Product as directed by Star2Star. Failure to return or destroy the Beta Product under this section shall constitute a breach of this License as described in Section 9.
8. PROPRIETARY RIGHTS RETAINED
You acknowledge and agree that the Beta Product is proprietary to Star2Star or its third party contributors or licensors and that it is protected under applicable state and federal patent, trademark, copyright and trade secret laws, and any applicable international intellectual property laws and treaty provisions. You further acknowledge and agree that the entire right, title and interest in and to the Beta Product and Analysis Data, including all intellectual property rights, exclusively belong to Star2Star or its third party contributors or it licensors.
9. BREACH OF THIS LICENSE
Irreparable injury and damage to Star2Star will result from unauthorized use or disclosure of the Confidential and Proprietary Information (which includes the Beta Product) and/or from uses of the Beta Product other than as contemplated by this License and monetary damages may not be a sufficient remedy for unauthorized use, disclosure of the Confidential and Proprietary Information, and/or from uses of the Beta Product other than as contemplated by this License, and therefore You agree that Star2Star shall be entitled, without waiving any additional rights or remedies available to it at law, in equity, or by statute, and You consent to immediate injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction without the need for posting of a bond or if bond is required by law, a minimal bond.
Your breach of this License shall result in immediate termination of this License and may be cause for exclusion from other Star2Star beta tests, among other remedies available to Star2Star at law or in equity.
Star2Star may modify this License at any time. You can view the current version of this License at http://www.star2star.com/terms-and-conditions. Please check regularly to ensure that You are aware of any changes. Your continued use of the Beta Product after any changes to this License have been posted to the above website signifies Your ACCEPTANCE of those changes. Acceptance of any changes to this License is a condition of Your continued use of the Beta Product. If You cannot accept the changes to this License, You will no longer be Licensed to use the Beta Product and You must immediately stop Your participation in the Beta Test and fully comply with section 7 of this License.
This License is personal to You and may not be assigned by You without the advanced written consent of Star2Star, which consent may be withheld for any reason. This License and any other agreement incorporated herein by reference constitute the entire agreement between the parties and supersede all prior agreements, whether written or oral, concerning the subject matter herein.
Nothing in this License obligates Star2Star to create any updates or enhancements, nor to provide technical support or maintenance services to or for the Beta Product.
This License shall be governed by the laws of the state of Florida without regard to conflicts of law rules. This License 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 apply to this transaction. You agree to submit to the exclusive jurisdiction of the Twelfth Judicial Circuit in and for Sarasota County, Florida, or the United States District Court for the Middle District of Florida, any action or proceeding arising out of, or relating to, this License, the relations between the Parties to this License, and any matter, action or transaction described in this License, whether in contract, tort or otherwise. You also agree that such courts shall have exclusive jurisdiction over such actions or proceedings and You waive the defense that Florida is an inconvenient forum to the maintenance and continuation of such action or proceeding.
You acknowledge that the Beta Product is not licensed for export from the United States. Under no circumstances are You permitted to export the Beta Product from the United States, directly or indirectly. You agree to take advanced precautions to prevent the exporting of the Beta Product. You agree to defend, indemnify and hold Star2Star harmless from any cost, expense, claim, demand (including legal fees) incurred by Star2Star as a result of the exporting of the Beta Product by You, directly or indirectly.
Your obligations under Sections 4, 5, 6 and 9 shall survive the expiration or termination of this License and any commercial release of the Beta Product.
You agree not to make any public announcement or issue any press release concerning the terms of this License without the prior written approval of Star2Star, which approval may be withheld for any reason.
Star2Star retains all rights not expressly granted herein.
If Star2Star needs to contact you about your Beta Product(s) or this License, you consent to receive the notices by email. You agrees that any such notices that Star2Star sends you electronically will satisfy any legal communication requirements.
When used in this License, the word “including” (and with correlative meaning “include” and “includes”) means including without limiting the generality of any list or description following such term, and will be deemed to be followed by the words “without limitation.”
Last Updated: August 14, 2015