This Beta Test License Agreement (“Agreement”) is a legal agreement between you (either on behalf of yourself as an individual or on behalf of an entity as its authorized representative) (“You”) and Simple Signal, Inc. (“Licensor”), with respect to the pre-release version of any Licensor product offered and/or provided to you by Licensor (the “Beta Product”) and is effective as of the date this Agreement is accepted (“Effective Date”).

By accepting this Agreement, or downloading, deploying, installing, copying or otherwise using the Beta Product, You agree to be bound by all of the terms of this Agreement. If you do not agree to the terms of this Agreement, do not download, deploy, install, copy or otherwise use the Beta Product.

1. License Grant . Subject to the terms and conditions contained in this Agreement, Licensor grants You a non exclusive, non-transferable license to use the Beta Product solely for Your internal, non commercial testing and evaluation purposes (the “Purpose”).
2. Testing.The Beta Product is designed to provide You with early operational experience with the Product and to provide Licensor with specified information regarding Your experiences with the installation and operation of the Beta Product. You agree to test and evaluate the Beta Product and to promptly report to Licensor any problems or defects encountered in the Beta Product.
3. Installation and Use. Licensor is providing the Beta Product to You for installation and use on a single server on the host computer in Your facilities only. You agree not to install or use the Beta Product except as specified above and not to remove the Beta Product from the above site either physically or electronically.
4. Intellectual Property Rights . Licensor shall retain all right, title and interest in the Beta Product, including, without limitation, all intellectual property rights embodied therein. You will not acquire any rights, express or implied, in the Beta Product, other than those specified in this Agreement.
5. License Restrictions. You may not distribute, sublicense, rent or lease the Beta Product or use the Beta Product for internal production or commercial use. You may not: (i) reverse engineer, decompile, or disassemble the Beta Product; (ii) modify, or create derivative works based upon the Beta Product in whole or in part; (iii) distribute copies of the Beta Product; (iv) remove any proprietary notices or labels on the Beta Product; or (v) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the Beta Product. Any use in violation of this Section 5 shall immediately terminate this Agreement.
6. Term and Termination. You have the right to use the Beta Product for the Purpose for the period commencing upon the Effective Date specified in the preamble to this Agreement and ending upon the earlier of (a) three (3) months after the effective date, or (b) a termination date that may be specified by Licensor on not less than fifteen (15) days prior written notice (the “License Period”). Unless Licensor requests otherwise, upon expiration or termination of this Agreement, You will destroy and erase from computer memory the Beta Product together with all copies, modifications and merged portions in any form. If requested by Licensor, You will certify in writing within three (3) days of the request that You have complied with the terms of this provision.
7. Confidential Information. You acknowledge and agree that the Beta Product and all documentation related to the Beta Product, product related information or any other proprietary technology or know how, as provided to You by Licensor, constitute “Confidential Information” of Licensor, and You agree to keep the same confidential and not to use the same for any purpose other than as expressly contemplated by this Agreement. You will protect the Confidential Information by using the same degree of care as You would use to protect Your own Confidential Information, but no less than a reasonable degree of care, from the unauthorized use, dissemination or publication of the Confidential Information. You agree to hold all Confidential Information in confidence for a period of five (5) years from the date of termination or expiration of this Agreement.
8. Feedback . During the License Period, You agree to:
   (a) Assign a liaison to serve as Your primary point of contact with Licensor, with such person also to be responsible on your behalf for the protection of the Beta Product and compliance with the terms of this Agreement;
   (b) Use reasonable efforts promptly to begin operation of the Beta Product, and use the Beta Products in your usual and customary user environment, as the Beta Product is intended to be used;
   (c) Report to Licensor on a weekly basis all errors and problems You encounter in the use of the Beta Product;
   (d) Document your experiences during the License Period in a detailed written log (describing any problems encountered, the date and time of the occurrence of the problem, the circumstances leading up to such problem, other information that is sufficient to enable Licensor to recreate the problem and Your recommendation to remedy the problem). You agree to forward this log to Licensor on a monthly basis; and
   (e) Furnish Licensor at the end of the License Period with a final written report based on Your experiences, containing Your evaluation of the functions, performance and serviceability of the Beta Product and of the related documentation.
9. Ownership of Feedback . You agree that the reports that You provide to Licensor, all suggestions, recommendations, and/or ideas, all authorized modifications or derivations made by You to the Beta Product, or any other information you provide Licensor in relation to the Beta Product (“Feedback”) shall be deemed non-confidential to You and shall become the property of Licensor. By providing Licensor with such feedback, You are granting Licensor, under Your intellectual property rights, a worldwide, royalty-free, irrevocable and non-exclusive license, to use and disclose the Feedback in any manner Licensor chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Licensor’s products embodying such Feedback in any manner and via any media Licensor choose, without reference or obligation to You. You agree, upon reasonable notice, to act as a reference for Licensor with respect to the Beta Product, during and after the License Period.
10. No Obligation . Licensor is under no obligation to develop, maintain or market the Beta Product or to release production or general availability versions. Future versions of the Beta Product, if any, may not be compatible with the current evaluation release of the Beta Product.
11. No Warranty . YOU ACKNOWLEDGE THAT THE BETA PRODUCT AND RELATED DOCUMENTATION ARE EXPERIMENTAL IN NATURE AND ARE BEING DELIVERED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL LICENSOR BE LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES, DIRECT OR INDIRECT, OF ANY NATURE OR EXPENSES INCURRED BY YOU IN CONNECTION WITH THE BETA TESTING. YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THE BETA TEST AND THIS LICENSE BY WRITTEN NOTICE TO LICENSOR.
12. Indemnification . You agree to defend, indemnify and hold harmless Licensor from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of Your use of the Beta Product or breach of any provision of this Agreement.
13. Miscellaneous . This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its choice of law provisions. You agree that this Agreement supersedes any prior agreement, whether written or oral, and all other communications between Licensor and You relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented only by a writing that is signed by the authorized representatives of both parties. You will not export the Beta Product or any direct product thereof, directly or indirectly, in violation of U.S. export control laws and other applicable export and import laws or use the Beta Product for any purpose prohibited by these laws.