BETA AGREEMENT

Thank you for choosing to test bCommunities’ services and platform.

bCommunities is an online social platform and application specifically designed to encourage and facilitate collaboration within businesses as well as interoperability with their partners.

In order to set out each of our rights and responsibilities during the beta test, we have prepared this Beta Test Agreement (Beta Agreement). By clicking “I agree,” you accept the terms and conditions of this Beta Agreement.

The products and services you will be testing are set out at the webpage bCommunities.com and, in more detail, at Help.bCommunities.com. These are referred to in this Beta Agreement as “Service” or “Services.” The Effective Date shall be the date on which you click the “I accept” button in the email your received as an invitation or through our registration page on our website, as that date is indicated on our servers.

1) On the Effective Date, and during the closed beta stage of testing, we grant to you a no charge, non-exclusive, non-transferable, non-sublicensable, license to use the Service solely for your internal testing and evaluation purposes to determine its suitability and the presence of bugs and other items that may detract from its effectiveness (Beta Test). The services are licensed, not sold, to you. The Service shall be used only for the purposes of testing and evaluation, and not for any productive or “for profit” purpose.


2) The entity or individual set out in bCommunities’ records will be considered to be the licensee of the Service (Licensee). The Licensee is the owner of all the data stored by the Service, and responsible for all activity that is facilitated by the Service. When a third party accesses the Service using credentials created by the Licensee, bCommunities is entitled to assume such a use is authorized by Licensee and hold Licensee responsible for any and all activity taking place using the Service. bCommunities may not intervene in disputes between individuals or entities to determine who is the actual licensee of the Service and may disable access to the Service to preserve the status quo.


3) The security of the Service has been designed to meet generally accepted industry standards. However, no data transmission is guaranteed to be one hundred percent secure. Neither bCommunities, nor its licensors are responsible for the security of the Service. During our beta period, the Service is not designed for, and should not be used to transmit, confidential information or information having a high intrinsic worth, such as credit card information. You are responsible for the security of any credit card numbers and related information to which you may have access as a result of conducting transactions using the Service.


4) You may not reverse engineer, decompile, disassemble or otherwise translate the Service. You may only modify the Service as allowed by it. You may not, and will not, sublicense, lease, rent or lend your rights in the Service to any party. You may not lend your password to access the Service.


5) You may use the Service and any documentation provided with it from the moment you accept to become a beta user and will be able to keep using it once the beta period is over. At that moment, you will be offered two options: continue using the service on its Light Edition (free) or on its Premium version (Beta Term). However, we may terminate this Agreement at any time upon written notice to you.


6) As consideration for our granting you a license to freely use the Service, you agree to notify us of all problems and ideas for enhancements which come to your attention during the Beta Term. During the Beta Term, from time-to-time on our request, you will provide us written evaluations of the Service by the date we request (Evaluations). The Evaluations will be provided in the format we choose. Your continued use of the Service is expressly contingent on your providing the Evaluations to us in the requested format.


7) You assign all right, title and interest in the Evaluations, including, but not limited to, any and all ideas, inventions, processes, patents, copyrights, trade secrets, mask works, trademarks, moral rights, or any other intellectual property rights contained in the Evaluation, or which may be reasonably extrapolated from the Evaluation. The sole consideration for this assignment is our license of the Service to you to Beta Test.


8 ) The Service and/or documentation provided with the Service are believed to contain defects. The express purpose of this Beta Agreement is to identify these defects. It is your sole and exclusive obligation to secure your computing environment to ensure that your use of the Service and/or documentation does not damage your business.


9) THE SERVICE IS PROVIDED AS-IS. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. BCOMMUNITIES DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, AND/OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BCOMMUNITIES DOES NOT WARRANT THAT THE SERVICE WILL MEET ANY OR ALL OF YOUR EXPECTATIONS; WILL OPERATE IN ALL OF THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU; OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. NO EMPLOYEE, OR AGENT IS AUTHORIZED TO MAKE ANY WARRANTY ON OUR BEHALF.


10) YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD BCOMMUNITIES OR BCOMMUNITIES’ LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD PARTY VENDORS, LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU OR ANY OTHER THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF BCOMMUNITIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BCOMMUNITIES BE LIABLE TO YOU IN THE AGGREGATE WITH RESPECT TO ANY AND ALL BREACHES, DEFAULTS, OR CLAIM OF LIABILITY UNDER THIS AGREEMENT FOR AN AMOUNT GREATER THAN $500. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS BCOMMUNITIES’ LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.


11) During the term of this Beta Agreement and for two years thereafter, neither party shall disclose any terms or any confidential or proprietary information disclosed by the other party. Confidential information shall remain the property of the disclosing party and shall be labeled as either “Confidential” or “Proprietary.” In addition to information that is marked in this manner, all information concerning either party’s traffic volume or distribution, user lists, network maps, configuration, source code, mode of operation and financial information is deemed to be Confidential and Proprietary regardless of whether it is marked. Confidential or Proprietary Information may not be disclosed to any person or entity except for the recipient’s employees, contractors, consultants, lenders and/or financial advisors who have a need to know and who are bound in writing to protect the information from unauthorized use or disclosure. The term “Confidential Information” does not include any information which: (i) was already known by the receiving party free of any obligation to keep it Confidential at the time of its disclosure; (ii) becomes publicly known through no wrongful act of the receiving party; (iii) is rightfully received from a third person without knowledge of any obligation of confidentiality; (iv) is independently acquired or developed without violating any of the obligations under this Beta Agreement; or (v) is approved for release by written authorization of the disclosing party. Further, the recipient may disclose Confidential Information pursuant to a judicial or governmental request, requirement, or order. The recipient, however, shall take all reasonable steps to give the disclosing party sufficient prior notice to contest such request, requirement, or order. Confidential Information shall remain the property of the disclosing party and shall be returned to the disclosing party or destroyed upon request of the disclosing party. The recipient shall use the Confidential Information only for the purposes of this Beta Agreement and shall protect it from disclosure using the same degree of care used to protect its own confidential or proprietary information, but in no event less than a reasonable degree of care.


12) During the term of this Beta Agreement, and for ten years thereafter, you shall not create, design, sell or resell any software or applications that compete with the Service. Nor shall you provide assistance, information or technology to any other individual or entity to do so, or develop, alone or in conjunction with others, products or services having the same or similar functionality to the Service. You acknowledge that you have carefully read and considered the terms of the prior two sentences and know them to have been essential to induce bCommunities to license the Service to you.


13) You agree that remedies at law will not be sufficient in the event of any breach of the provisions contained in paragraphs 11 and 12. Therefore, in the event of a breach of this paragraph, either party shall be entitled, in addition to any other remedy at law or in equity to which it may be fully entitled, to equitable relief against you, including, without limitation, an injunction to restrain you from such breach or threatened breach and to compel compliance with this paragraph in protecting or enforcing its rights and remedies and enforcement of specific performance by the breaching party of this paragraph. The parties agree to waive any requirement for the posting of any bond in connection with such injunction or equitable relief.


14) We will provide the Service and/or documentation to you on an experimental basis. This does not create any obligation on our part to develop, productize, support, repair, offer for sale, or in any other way continue to provide or develop the Service either to you, or to any other entity.


15) bCommunities provides personalized support for the Service and encourages all participants to use it to get their questions answered. You can visit our help and ticketing services at http://help.bcommunities.com


16) bCommunities’ services, including the Service, may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any applicable law, regulation, this Beta Agreement, or, which endangers bCommunities’ ability to provide the Service, is prohibited. You may not use bCommunities’ services, including the Service, to directly facilitate the violation of any particular law or regulation, nor may you use bCommunities’ services, and/or the Service, to engage in activity that may be reasonably interpreted to be malicious or harmful. bCommunities may remove, or disable access to the Service, at any time, and without notice to you, should bCommunities determine, in bCommunities’ discretion, that use of the Service violates any such law.


17) This Beta Agreement shall be governed by the internal laws of the State of Delaware, excluding its choice of laws. All disputes concerning this Agreement shall be brought before the U.S. District Court for the District of Delaware located in Wilmington, Delaware. The parties agree that venue and jurisdiction is proper before this court, and agree not to contest notice therefrom. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS BETA AGREEMENT OR IN CONNECTION WITH IT IS HEREBY WAIVED. The U.N. Convention on the International Sale of Goods shall not apply to this Beta Agreement.


18) No waiver of rights under this Beta Agreement, or any of bCommunities policies, or other agreement between the parties shall constitute a subsequent waiver of this or any other right under this Beta Agreement.


19) This Beta Agreement may not be transferred or assigned by you.


20) The following paragraphs shall survive the expiration or termination of this Beta Agreement: 4, 7, 9 through 14, 18 and 21