ProNect Beta Tester Agreement
This Beta Tester Agreement (the “Agreement”) is effective as of the date you accept this Agreement by checking the box (the “Effective Date”).
Promega Corporation (the “Company”) is providing you access to certain ProNect software (the “Software”) for evaluation purposes. By agreeing to this Agreement, you acknowledge and accept the following terms:
1. Purpose
The Company is developing the Software and seeks your assistance in evaluating it. You agree to test and evaluate the Software and provide feedback as described in this Agreement.
2. License
The Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for testing and evaluation during the term of this Agreement.
3. Confidentiality
3.1 Definition of Confidential Information: Confidential Information includes the Software, any related documentation, materials, feedback, and any other information the Company shares with you that reasonably should be understood to be confidential.
3.2 Obligations: You agree to:
- Maintain the confidentiality of the Confidential Information;
- Not disclose Confidential Information to any third party without the Company’s prior written consent;
- Use Confidential Information only for the purpose of evaluating the Software.
3.3 Exceptions: Your confidentiality obligations do not apply to information that:
- Was publicly available at the time of disclosure;
- Becomes publicly available through no fault of yours;
- Is rightfully received by you from a third party without restriction;
- Is independently developed by you without the use of or reference to the Company’s Confidential Information.
4. Feedback
You agree to provide timely and detailed feedback about the Software, including any bugs, defects, performance issues, or suggested improvements. You assign to the Company all rights, title, and interest in and to any feedback, suggestions, or ideas you provide related to the Software.
5. No Warranties
The Software is provided "as is" without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. The Company does not guarantee that the Software will be error-free or operate without interruption.
6. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH TESTING, INSTALLATION, OR USE OF THE SOFTWARE AND INFORMATION PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE SOFTWARE ON YOUR COMPUTER, DEVICES AND/OR PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA, AND IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE SOFTWARE ON YOUR COMPUTER, DEVICES AND/OR ANY PERIPHERALS CONNECTED THERETO, AND/OR FROM ANY OTHER CONFIDENTIAL INFORMATION, AND/OR COMPANY’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7. Term and Termination
7.1 Term: This Agreement begins on the Effective Date and continues until terminated by you or the Company.
7.2 Termination for Cause: Upon written notice, the Company or you may terminate this Agreement for any reason.
7.3 Effect of Termination: Upon termination, you must stop using the Software and delete any copies of it and related materials in your possession.
8. Intellectual Property
The Company retains all ownership rights, title, and interest in the Software, including any modifications, improvements, or derivative works. This Agreement does not transfer any rights in the Software to you.
9. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Wisconsin, without regard to conflict of laws principles.
10. Miscellaneous
10.1 Entire Agreement: This Agreement is the entire understanding between you and the Company and supersedes all prior agreements.
10.2 Amendments: This Agreement can only be modified by a written amendment signed by both parties.
10.3 Severability: If any provision is found invalid or unenforceable, the remaining provisions will remain in full effect.
10.4 Assignment: You may not assign this Agreement or your rights without the Company’s written consent.
10.5 Waiver: The failure of the Company to enforce any provision does not waive its right to enforce it later.