THIS AGREEMENT is made by and between EnGenius ("EnGenius"), located at 1580 Scenic Ave, Costa Mesa, CA 92656 and Beta Site Company Name ("BetaSite").
Terms and Conditions
1. EnGenius has developed “EnGenius Cloud Solution”, both Cloud Management and Cloud Devices, including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related materials ("Solution").
2. EnGenius desires that the Cloud Camera Solution be tested in the field in different regions, prior to general release.
3. BetaSite wishes to serve as a Beta test site to improve the Cloud Camera Solution, so it’s suitable for the market
NOW, THEREFORE, in consideration of the mutual agreement and premises herein contained, the parties hereto agree as follows:
1. In consideration for receiving the EnGenius Cloud Camera for testing, BetaSite agrees to serve as a "Beta Site" for the Solution and will notify EnGenius of all problems, ideas and positive comments (“Feedbacks”), IN TWO WEEKS after receiving the EnGenius Cloud Camera, for enhancements which come to BetaSite's attention during the period of this Agreement, and hereby assigns to EnGenius all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights. The Feedback shall be submitted either through an EnGenius online survey tool.
BetaSite agrees to treat Solution as confidential and will not without the express written authorization of EnGenius.
a. Demonstrate, copy, sell or market Solution to any third party; or publish or otherwise disclose information relating to performance or quality of the Solution to any third party; or modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Solution or any portion thereof.
1. The EnGenius Cloud Camera is pre-release and may not be at the level of performance or compatibility of a final, generally available product offering. The EnGenius Cloud Camera is provided "AS IS" without warranty of any kind. The entire risk arising out of the use or performance of the EnGenius Cloud Camera remains with BetaSite. In no event shall EnGenius be liable for any damage whatsoever arising out of the use of or inability to use Solution, even if EnGenius has been advised of the possibility of such damages.
2. The BetaSite upon completion of the Beta test agrees to provide material, statistics, or information that is not deemed confidential to BetaSite’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by EnGenius. EnGenius may ask for a quote from BetaSite that may be used in a press release.
3. This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of California. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision.
4. This Agreement constitutes the entire and only agreement between the parties for Solution and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
5. BetaSite shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
6. Failure of EnGenius to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
7. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.