1.
Beta Software
HP shall provide to the User, at no charge to User, the following software product and related technical and training information or documentation of HP (collectively the "Beta Software"), for internal use only, solely for testing and evaluation purposes and subject to any specific software licensing information that is in the software product or its related information or documentation (“End User License Agreement”):
[BETA SOFTWARE] HP SmartStream D4D (Designer for Designers) Beta software.
2.
Term
User shall be entitled to use the Beta Software from the time of download of the Beta Software by User until 28th February 2018 (the "Pilot Term"), unless this Agreement is terminated prior to that date pursuant to Section 18 below. After the Pilot Term, the User is free to keep and use the Beta Software in accordance with the terms of the End User License Agreement or download an updated version for free, unless the User’s End User License Agreement is terminated in accordance with its terms.
3.
Installation
Once you have completed the form to request to join the Beta Programme (available at www.hp.com/go/d4dbeta) an HP representative will contact you with the next steps and a link for you to download and install the Beta Software.
4.
Use and Feedback during Pilot Term
User shall use and test the Beta Software during the Pilot Term. User shall use their knowhow, technology and experience to provide HP with feedback, specifications, information, recommendations and/or suggestions related to the Beta Software, including but not limited to analysis of market trends, product performance and input on desired features and attributes for future product developments and enhancements (“Feedback”) via email, phone and/or the WhatsApp Beta User Community, which you will be invited to join on registering for the Beta Programme.
Users agree that all Feedback and inputs disclosed to HP, even if designated as confidential by Users, will be freely available to HP for any purpose at it sees fit without any confidentiality obligations or restriction of any kind on account of any intellectual property rights or otherwise, to use, disclose, reproduce, license or otherwise distribute, including but not limited to the right to use Feedback for improving or modifying any technologies and make Feedback available to other HP entities and/or other parties for any purpose. Users will not enter into legal action against HP on the basis that such disclosed information was confidential or that HP had any duty of care with respect to such disclosed information. Furthermore, Users shall not give HP any feedback that it desires to be made subject to any license terms that seek or require any HP product, software, technology, service or documentation incorporating or derived therefrom, or any intellectual property, to be licensed or otherwise shared with any third party.
Users shall be solely responsible for any costs associated with the installation and operation of the Beta Software, and the Feedback.
5.
Restrictions on Use
The Beta Software allows you to create up to 20 unique variations for any design. Users can create as many 20-version tests as they like. The Beta Programme will run in English only during the Pilot Term.
In addition to the User's rights and undertaking to use the Beta Software for testing purposes as set forth in this Agreement, the User may also sell printed output generated using the Beta Software. If Users need more than 20 versions for a design and want to take their work to production, HP can introduce Users to HP digital press owners. In this respect and without derogating from the terms set forth in Sections 9, 11 and 12 below, the User understands, recognizes and acknowledges that the Beta Software, or any part thereof, has not completed HP's full quality assurance programme and/or has not been released by HP for commercial use and, as such, the use thereof may result in product downtime or may be otherwise subject to errors or defaults affecting the Beta Software or any other product used in conjunction therewith. User, therefore, acknowledges that it shall not rely solely on the Beta Software to accomplish User's production in a timely manner, and that User shall not hold HP responsible for any consequential damages including, but not limited to, lost profits, that result from the Beta Software's performance.
6.
Technical Support
HP shall not provide User with technical support, unless specified otherwise in the End User License Agreement.
7.
Malfunctions
HP shall respond as soon as practical to reported problems, but shall have no obligation to respond within a particular time frame. User shall report Beta Software malfunctions to HP via the WhatsApp Beta User Community.
8.
Title
HP retains all right, title and interest to the Beta Software, and shall be responsible for any personal property taxes assessed against the Beta Software during the Pilot Term. User shall not offer, loan, encumber, offer as security, sell, or otherwise transfer the Beta Software to any third party.
9.
Disclaimer of Warranties
USER ACKNOWLEDGES THAT THE BETA SOFTWARE HAS NOT COMPLETED HP'S FULL QUALITY ASSURANCE PROGRAMME AND MAY HAVE ERRORS OR DEFECTS. HP MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WITH RESPECT TO THE BETA SOFTWARE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10.
Future Availability
While HP intends to commercially release the Beta Software, HP reserves the right at any time not to release the Beta Software or, even if released, to alter prices, features, specifications, capabilities, functions, release dates, general availability, or other characteristics of the Beta Software.
11.
Limitation of Liability
To the maximum extent permitted by law, HP shall not be responsible for any loss or damage to User, its customers, or any other third parties caused by the Beta Software or by HP's performance of this Agreement. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HP SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE BETA SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT.
12.
Indemnity
To the fullest extent permitted by law, User shall defend, indemnify, and hold harmless HP from all claims, losses, costs, damages, expenses (including attorney's fees), and other liabilities arising out of User's use, operation, or possession of the Beta Software including, but not limited to, liabilities arising out of User's sale of printed output generated using the Beta Software.
13.
Intellectual Property Rights
All right, title, and interest to all intellectual property with respect to the Beta Software, including that which may be or become protectable by patent, copyright, trademark, trade secret, or similar laws, shall remain exclusively with HP. No license or other right of any kind is granted by HP's furnishing the Beta Software to User, except for the limited right to use and test the Beta Software as expressly provided in this Agreement, User shall not use HP's copyrights, trademarks, trade names, or other intellectual property in any way.
14.
Confidentiality of Information
HP regards the Beta Software and all information pertaining to the Beta Software to be of a proprietary and confidential nature. User shall protect the confidentiality of the Beta Software and of such information until the Beta Software and such information becomes public by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of such information as User uses to protect its own confidential information of a like nature. User shall ensure that the Beta Software is subject to controlled access and forbid any access to the Beta Software to third parties and unauthorized employees. User shall not make public in any manner this Agreement or any Feedback provided or obtained pursuant to this Agreement.
15.
Alterations by User
User shall not alter the Beta Software. Without derogating from the foregoing, any alterations made to or suggested for the Beta Software by User shall be the exclusive property of HP, together with all rights therein.
16.
Contacting You
By registering to the Beta Programme and using of the Beta Software, you acknowledge and consent to:
a) Being contacted by email during the Pilot Term by an HP representative for Feedback;
b) Being contacted by mobile phone during the Pilot Term by an HP representative for Feedback; and
c) HP’s collection and use of your personal information in accordance with HP’s Privacy Statement. Learn how automatic data collection tools personalize your experience.
17.
Assignment
This Agreement is personal to User. User shall not assign or otherwise transfer any rights or obligations under this Agreement.
18.
Termination
In the event that User fails at any time to comply with this Agreement, HP may terminate this Agreement immediately upon written notice to User. Further, either party may terminate this Agreement without cause on fifteen days prior written notice. The rights and responsibilities of the parties pursuant to Sections 8, 9, 10, 11, 12, 13, 14, 15 and 16 of this Agreement shall survive the expiration or earlier termination of this Agreement.
19.
Compliance
Each party shall, in its performance of this Agreement, comply with all applicable laws, rules, and regulations, and shall perform its business in line with high ethical standards.
20.
No Agency
This Agreement creates no relationship of joint venture, partnership, or agency between the parties, and the parties acknowledge that no other facts or relations exist that would create any such relationship.
21.
Entire Agreement
This Agreement and the End User License Agreement contain the entire understanding and agreement of the parties relating to the subject matter hereof. Any representation, promise, or condition not explicitly set forth in this Agreement or the End User License Agreement shall not be binding on either party. Any amendments to this Agreement shall be in writing and signed by the authorized representatives of each party.
22.
Governing Law
Disputes arising in connection with this Agreement will be governed by the laws of England and Wales and the courts of England and Wales will have jurisdiction in all matters arising from or pertaining to this Agreement.