USE OF THE SOFTWARE YOU ARE ABOUT TO DOWNLOAD IS GOVERNED BY THE TERMS OF THIS BETA END USER LICENSE AGREEMENT ("BEULA" or "AGREEMENT"),  WHICH ACCOMPANIES OR IS INCLUDED WITH SUCH SOFTWARE. IN THE EVENT THE SOFTWARE IS NOT ACCOMPANIED BY A BEULA, USE SHALL BE GOVERNED BY THE FOLLOWING LICENSE TERMS.

BETA END-USER LICENSE AGREEMENT FOR INVENTIVIO SOFTWARE (v.1.1)

IMPORTANT-READ CAREFULLY: This Beta End-User License Agreement ("BEULA") is a legal agreement between the Agency ("you") and Inventivio GmbH for the Inventivio software product accompanying this BEULA, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("Software"). An amendment or addendum to this BEULA may accompany the Software. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS BEULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS BEULA, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.

Inventivio reserves all rights not expressly granted to you in this BEULA. Inventivio or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. 

   1. Purpose. The purpose of this Agreement to provide you with early access to the unreleased Software for the purpose of evaluating the Software and testing at your election.
   2. Term. The term of this Agreement shall commence on the date of your acceptance of these terms and continue for ninety (90) days thereafter.
   3. Termination. This Agreement may be terminated prior to the end of the term set forth above upon written notice given by either party to the other. You agree to destroy or return the Software within ten days following the end of the term, or the effective date of termination, of this Agreement.
   4. Software Usage. Inventivio hereby grants to you a non-exclusive, non-transferable, non-assignable, royalty free license to install and use the Software only on your premises for the purposes of (a) evaluating such Software; and (b) testing of the Software. This Section does not grant you a license to any Software source code. You will provide Inventivio with feedback regarding results of testing, including any non-conformance of the Software found during the term of this Agreement.
   5. Proprietary Rights and Non-Disclosure. Inventivio retains all right, title and interest, including any and all worldwide copyrights, patents and trade secrets in the Software in all forms, including all modifications, enhancements, improvements, and derivative works thereof. You also agree that Inventivio may use any suggestions, comments or other feedback, whether oral or written, provided to Inventivio by you with respect to the Software ("Feedback"). In addition, you acknowledges that the Software may come in contact with confidential or proprietary information during the term of this Agreement. Confidential information means information marked or otherwise identified in writing by a party as proprietary or confidential or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential. It includes non-public information regarding Software, features, marketing and promotions, and the negotiated terms of our agreements. The Software is confidential information. Confidential information does not include information which: (i) the recipient developed independently; (ii) the recipient knew before receiving it under the relevant agreement; or (iii) is or subsequently becomes publicly available or is received from another source, in both cases other than by a breach of an obligation of confidentiality. For a period of five years after initial disclosure, neither party will use the other's confidential information without the other's written consent except in furtherance of this business relationship or as expressly permitted by this section, or disclose the other's confidential information except (i) to obtain advice from legal or financial consultants, or (ii) if compelled by law, in which case the party compelled to make the disclosure will use its best efforts to give the other party notice of the requirement so that the disclosure can be contested.

      The parties will take reasonable precautions to safeguard each other's confidential information. Such precautions will be at least as great as those we each take to protect our own confidential information. You and we will disclose each other's confidential information to our employees or consultants only on a need-to-know basis and subject to the confidentiality obligations imposed here. When confidential information is no longer necessary to perform any obligation under any of the agreements, each of us will return it to the other or destroy it at the other's request.
   6. Restrictions. You agree that the Software may not be copied, distributed, or otherwise disclosed to third parties. You agree not to disassemble, decompile, reverse engineer, or otherwise translate the Software or any portion thereof.
   7. Warranty. Inventivio makes no warranties whatsoever, express or implied, with respect to the Software. You agree that the Software is accepted and utilized "AS IS" in a field test environment. INVENTIVIO DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WITH RESPECT TO THE SOFTWARE, ANY DATA, INFORMATION, OR OTHER MATERIAL FURNISHED TO YOU HEREUNDER, INCLUDING THEIR CONDITION; CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION; THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS; AND TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE. ANY FEEDBACK PROVIDED BY YOU TO INVENTIVIO IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU SPECIFICALLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
   8. Limitation of Liability. To the maximum extent permitted by law, in no event shall either party incur any liability whether in contract, tort, negligence, or liability for any claim, loss of use, business interruption, lost data, lost files, or for any indirect, special, incidental or consequential damages of any kind or nature whatsoever arising out of or in connection with the use of or inability to use the Software or your Feedback (as applicable) or the performance or operation of the Software, even if the breaching party has been advised of the possibility of such damages occurring.
   9. No Assignment. You represents that you are acting on your own behalf and not acting as an agent for or on behalf of any third party, and you further agree that you may not assign your rights or obligations under this Agreement without prior written consent of Inventivio.
   10. U.S. Government Restricted Rights. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
   11. Third Party Software. The Software may contain third party software which requires notices and /or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located in the file acknowledgements.txt which is distributed with this software and are made part of and incorporated by reference into this BEULA. By accepting this BEULA, you are also accepting the additional terms and conditions, if any, set forth therein. 
  12. Export Restrictions. You acknowledge that the Software is subject to export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. 
  13. Entire Agreement; Severability. This Agreement (including any addendum or amendment to this Agreement which is included with the Software) are the entire agreement between you and Inventivio relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software of any other subject matter covered by this Agreement. To the extent the terms of any Inventivio's policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.