We welcome new Beta Test Program participants!
We want to make sure SayQL is the best Natural Language database access product on the market when it goes live.
Beta Testers just use the product as a ‘normal user’ and provide feedback to us (just commenting in a “UsageNotes” popups).
We have two Beta Program segments that we need Beta Testers for:
- Professional Sports
- Current sports database:
- – Major League Baseball
- Future sports databases:
- – Professional Football Leagues
- – Professional Golf Tours
- – Tennis, etc.
- Current sports database:
- – General Business (Product Sales)
This Beta Test License Agreement is between the owner (and developer of) the Software Product being tested (SayQL): Cognal Labs, Inc., which entity is herein referred to as ‘Cognal Labs’), and ‘Beta Tester’. Cognal Labs desires to have the Software tested by prospective users in what is commonly referred to as a ‘Beta Test Program’. Prospective users are commonly referred to as Beta Testers. Herein, SayQL is alternatively referred to as ‘Product’ or ‘Software’.
Beta Test Program.
As is common in the software product industry, a new software product or new version of a product undergoes one or more Beta Test Programs, so as to receive important feedback as to the utility, usability, and appearance of the features of the software product, enabling the product owner and developers to correct any reported deficiencies or make suggested improvements in the software product before it is released to the general public or to the product owner’s targeted market users.
Beta Tester expresses an interest to test and evaluate the Product suitability for use in its business or in his or her personal use, so as to help improve the product’s usability for all future users of the Product.
Therefore, in consideration of the promises set forth herein, the parties agree as follows:
Cognal Labs agrees to provide to the Beta Tester the usage of the Product, subject to the terms of this Agreement. Beta Tester agrees to use the Product solely for the purpose of testing pursuant to this agreement and accordingly, from time to time, report to Cognal Labs with respect to the usefulness, functionality, understandability and appearance of the Product.
A. Beta Tester acknowledges and agrees that the Product contains valuable, confidential, trade secret information owned by Cognal Labs, and that in providing the Product for testing, Cognal Labs may disclose to Beta Tester certain confidential, proprietary trade secret information of Cognal (the ‘Confidential Information’). This Product is based on technologies representing Cognal Labs’ Intellectual Property. Confidential Information may include, but is not limited to, the Product, its design features, computer programs, flowcharts, diagrams, manuals, schematics, underlying data structures and data content, specifications, design documents, marketing information, financial information, and business plans. During this Agreement and for a period of two years thereafter, Beta Tester agrees that it will not, without the express prior written consent of Cognal Labs, disclose any Confidential Information or any part thereof to any third party except to the extent that such Confidential Information: a) is or becomes generally available to the public through no fault of Beta Tester; or b) is rightfully received by Beta Tester from a third party without limitation as to its use.
B. Beta Tester also agrees that it shall not duplicate, translate, modify, copy, printout, disassemble, decompile, reverse engineer, or otherwise tamper with the Product or any firmware, circuit board or software provided therewith.
Beta Tester acknowledges that Beta Testers shall have only a limited, non-exclusive, nontransferable license to use the Product for a period not to exceed the term of the current Beta Test Program. Beta Tester acknowledges and agrees that it will not use the Product for any purpose that is illegal. Because the Product is a ‘Beta Test’ version only and is not error or bug free, Beta Tester agrees that it will not rely on the accuracy of the information provided through the use the Product.
4. Reporting Beta Tester’s Comments and Product Evaluation.
Beta Tester shall report to Cognal Labs, from time to time during the Beta Test, any comments about his or her usage and testing of the Product. Cognal Labs provides a popup form on the Product’s main page for the express purpose of such comments and evaluations, including both positive and negative aspects.
Beta Tester may terminate this Agreement at any time prior to expiration of the Beta Test Program by notifying Cognal Labs in writing or by email to members of Cognal Labs responsible for its Beta Test Program. Cognal Labs may terminate this Agreement upon notice to Beta Tester. The obligations of Beta Tester in Section 2 above shall survive the termination of this Agreement. If not earlier terminated, this Agreement shall terminate automatically upon the end of the period set forth in Section 3. Upon termination, Beta Tester and Cognal may agree to continue the registered use of the Product, subject to the then current license agreement terms of usage.
6. Cognal Labs Warranties.
Cognal Labs represents and warrants that it has the requisite right and legal authority to grant the license and provide the Product and the Confidential Information as contemplated by this Agreement. Cognal Labs 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 Software will be corrected.
COGNAL LABS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT OR ANY OTHER CONFIDENTIAL INFORMATION AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOLE LIABILITY BY COGNAL LABS IS FOR BREACH OF THE REPRESENTATION AND WARRANTY ABOVE, AND BETA TESTER’s SOLE REMEDY SHALL BE THAT COGNAL SHALL INDEMNIFY AND HOLD BETA TESTER HARMLESS FROM AND AGAINST ANY LOSS, SUIT, DAMAGE, CLAIM OR DEFENSE ARISING OUT OF BREACH OF THE REPRESENTATION AND WARRANTY, INCLUDING REASONABLE ATTORNEY FEES.
7. No Waiver.
The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
8. Entirety of Agreement.
The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
9. Governing Law.
This Agreement shall be construed and enforced according to the laws of the State of Texas and any dispute under this Agreement must be brought in this venue and no other.
10. Headings in this Agreement
The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
12. Ownership and Copyright of Software.
Copyright (C) 2009-2019 Cognal Labs Inc. All rights reserved. SayQL and other product names mentioned on Cognal Labs’ websites, including cognal-labs.com and cognal.com, are trademarks of Cognal Labs. Title to the Software and all copies thereof remain with Cognal Labs. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, Cognal Labs does not grant any express or implied right to Beta Test under Cognal Labs’ inventor patents, patent applications whether current or previous, copyrights, trademarks, or trade secret information.