ParseNIP 1.1

EULA - End User License Agreement

ParseNIP Beta Test License Agreement:
Formation Software LLC.

NOTICE TO USER : Below is a copy of a standard beta testing software licensing agreement.
Please read this license agreement. By installing, copying, testing, or otherwise using the accompanying and referenced software and related materials, you agree to be bound by all the terms of this agreement. If you do not agree, please do not install or otherwise use this software. If you have questions about this agreement, please contact application support at support@ParseNIP.com
Agreement:
Formation Software LLC is willing to license the accompanying and referenced software and related materials to you exclusively on the condition that you accept all of the terms contained in this beta license and any supplementary or unique license terms included herewith.
Please read the terms and conditions of this agreement carefully before installing any software from Formation Software LLC.
By selecting this button or by otherwise installing ParseNIP or other software products provided by Formation Software LLC, you are agreeing to be bound by all the terms herein stated and thereby are entitled to install all software and related materials.
ParseNIP Beta License.
1. General Provisions.
1.1 Software defined. Software shall mean the referenced beta software and related materials from Formation Software LLC whether labeled beta, pre-release, preview, demo, release-candidate or otherwise. Software also includes any updates, upgrades, modified versions, bug fixes or enhancements to such software products, which Formation Software LLC, in its sole discretion, may choose to provide to you. Additional products may be included with the software upon completion and delivery at Formation Software LLC’s sole discretion by Formation Software LLC, and you agree by your acceptance and use of any software or materials identified orprovided in each such supplemental delivery that this agreement shall apply.
1.2 Limited license. FormationSoftwareLLC hereby grants, and you hereby accept, on the terms and conditions of this agreement, a non-transferable, non-exclusive, personal, non-
assignable, non-sub-licensing license to download the software for use solely for the purposes outlined in this agreement. The license and other terms and conditions set forth in this agreement shall apply to all copies of the software furnished by Formation Software LLC to you during the term of this agreement and all copies of the software made and used by you in accordance with this agreement. You shall use the software only for evaluation of the software’s applicability, usability, performance, and design and to enable you to fulfill your evaluation and reporting obligation under section 2 below. The software shall be used only by you and only subject to the terms and conditions in this agreement.

1.3 Additional restrictions. You agree
(a) not to copy, transfer, assign, rent, re-sell, distribute or use the software other than as expressly authorized in this agreement,
(b) to refrain from using the software to perform, support or augment any business purposes or processes other than to test the performance of the software in an educational setting, and
(c) to refrain from using the software for any other purpose other than as expressly authorized under section 1.2 above.

You acknowledge that the software is being provided by Formation Software LLC for educational testing and evaluation purposes only.
1.4 Title and development. You agree that Formation Software LLC owns all right, title and interest in the software and in all patents, trademarks, trade names,inventions, copyrights, know how and trade secrets relating to the design, manufacture, operation or service of the software. All rights not expressly granted are reserved by Formation Software LLC. Unauthorized copying or use of the software, or failure to comply with the restrictions provided in this agreement, or attempt to reverse engineer or disassemble the software will result in automatic termination of this agreement. Nothing in this agreement shall change Formation Software LLC’s ownership rights to their respective intellectual property, including but not limited to the software.
1.5 Support. You acknowledge and agree that Formation Software LLC is not obligated to provide technical support of any kind for the software. You acknowledge that Formation Software LLC shall have the right, in its sole discretion and without incurring any liability, to modify the software or discontinue its use or distribution at any time and for any reason.
1.6 Independent contractors. In performing their respective duties under this agreement,each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither of the parties will hold itself out in any manner that would be contrary to the provisions of this section. At no time shall either party make any commitments or incur any charges or expenses for or in the name of the other party.
1.7 Entire agreement. This document contains the entire agreement and understanding concerning the subject matter between you and FormationSoftwareLLC and supersedes all prior negotiations, proposed agreements, and all other agreements, whether written or oral, except all prior confidentiality and non-disclosure agreements to the extent that they are not superseded by this agreement. This agreement may be amended only by a writing signed by authorized individuals for both Formation Software LLC and you.
1.8 Publicity. You may not make any public statement, press release, publication on web site or blog or other announcement relating to the terms of or existence of this agreement or the use or application of Formation Software LLC products without the prior written approval of Formation Software LLC, except as required by law.
Notwithstanding the foregoing, you hereby grant to Formation Software LLC the right, but not the obligation, to issue an initial press release, regarding therelationship between you and FormationSoftwareLLC.
1.9 Non-exclusive. The licenses granted in this agreement to you are non-exclusive. Nothing in this agreement shall be construed as limiting in any manner Formation Software LLC marketing or distribution activities or its appointment of customers, testers, dealers, distributors, value-added resellers, original equipment manufacturers, licensees, or agents.
Formation Software LLC will not sell such details as are gathered in enrollement of licensee in the Beta Test program to 3rd party companies.
1.10 Conflict of interest. You agree that you will not engage directly or indirectly either for yourself, or with or for any other person or entity in any work or undertaking which shall conflict with or create any legal impediment against your performance of your obligations under this agreement and the rights and licenses granted to Formation Software LLC hereunder. You represent that there is no such present conflict of interest nor any such legal impediment.
1.11 Limited duration. You agree to terminate use of this software at the discretion of Formation Software LLC, or at ten days after the first delivery of the Beta Software. No license is granted for use of this software after that time.
2. Confidential information.
2.1 Confidential information and input. As used in this agreement, confidential information shall mean any information (a) designated orally or in writing by Formation Software LLC as confidential, (b) related to any Formation Software LLC product, including the software and the existence thereof, or (c) related to Formation Software LLC's business, including but not limited to past and future product plans, product designs, product costs, product prices, product names, finances, marketing plans, business activities, personnel, research, development or know-how. The parties hereby agree that confidential information shall not include any input. Confidential information includes, without limitation, information in tangible or intangible form relating to and/or including released or unreleased Formation Software LLC software products, including the ParseNIP software, the marketing or promotion of any Formation Software LLC product, Formation Software LLC’s business policies or practices, and information received from others that Formation Software LLC is obligated to treat as confidential. You may from time to
time provide suggestions, comments or other feedback to Formation Software LLC with respect to confidential information provided originally by FormationSoftwareLLC. Both parties agree that all feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the party offering the feedback, shall not, absent a separate written agreement, create any confidentiality obligation for the receiver of the feedback.
Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, Formation Software LLC shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the feedback provided to it as it sees fit,entirely without obligations or restriction of any kind on account of intellectual property rights or otherwise.
2.2 Limitations on disclosure and use of confidential information. You shall exercise reasonable care to protect against the disclosure of confidential information in violation of this agreement, but not less than the same degree of care employed by such party to prevent the unauthorized disclosure of its own confidential information. Confidential information disclosed by Formation Software LLC under this agreement shall only be used by you in the furtherance of this agreement or the performance of your obligations hereunder. You agree to promptly notify the FormationSoftwareLLC team in writing of any known misuse, misappropriation, or unauthorized disclosure of confidential information.
2.3 Exceptions. The limitations set forth in this section shall not apply to information which (a) is rightfully received by you from another party without restriction, (b) is known to or developed by you independently without use of the confidential information, (c) is or becomes generally known to the public by other than a breach of duty hereunder by you, and/or (d) has been approved for release by written authorization of Formation Software LLC.
3. Warranty disclaimer. FormationSoftwareLLC makes no warranties, express or implied, by statute or otherwise, regarding the software, its fitness for any purpose, its quality, its merchantability, or otherwise. Formation Software LLC does not warrant that the operation of the software will be uninterrupted or error free. You acknowledge that the software licensed hereunder are preliminary releases only and it is possible that the software will undergo significant changes prior to release of the corresponding generally available final version.
Except as expressly stated herein, Formation Software LLC has made no warranties or representations, express or implied by operation of law or otherwise, concerning the software to be provided hereunder. You acknowledge and agree that you have not relied on any express or implied representation of FormationSoftwareLLC, written or oral, as an inducement to entering into this agreement.
4. Term and survival. This agreement shall continue until the earlier of (a) ten (10) days from the installation or your first use of the software or (b) upon delivery of written notice of termination by either party hereto. Notwithstanding the terms of this agreement, either party may immediately terminate this agreement at any time and for any reason upon written notice. Upon termination of this agreement for any reason, you shall return to Formation Software LLC or destroy all copies of the software, and any other confidential information provided to you hereunder, that is in your possession or under your control within ten (10) business days following the termination date.
5. Limitation of liability. In no event shall Formation Software LLC be liable for costs of procurement of substitute goods or services or for any damages whatsoever, including any or all general, special, consequential, incidental, or indirect damages arising out of this agreement or use of the software or confidential information, however caused, on any theory of liability, and whether or not FormationSoftwareLLC has been advised of the possibility of such damage. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
This Agreement shall be governed by the laws of the State of Michigan, United States of America.
END OF BETA SOFTWARE LICENSE AGREEMENT