This Alpha Testing End User License Agreement is a legal agreement (hereinafter "Agreement") between Visualize Wealth, LLC ("Viziphi”) and you, an individual, (hereinafter "Licensee"). This Agreement covers all software, the associated media, any printed materials, data, files and information and any "online" or electronic documentation ("Software") which it accompanies, and which has been provided to Licensee without payment of any fees or costs. This Agreement takes precedence over any other agreement or terms embedded within the software.
1. Assent to Be Bound
By clicking the "I accept the terms..." checkbox on the Register page or by executing a written copy of this Agreement or otherwise using this Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree with any term or condition, do not use this Software in any way.
THE ALPHA SOFTWARE LICENSED HEREUNDER MAY CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS ALPHA TESTING LICENSE, FOR WHICH NO FEES HAVE BEEN CHARGED OR ARE DUE FROM LICENSEE, IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS.
3. Feedback from Licensee
It is expressly understood, acknowledged and agreed that Licensee shall, regardless of whether or not formally requested to do, provide to Viziphi reasonable suggestions, comments and feedback regarding the Software, with respect to Software testing (collectively, "Feedback"). Contingent upon all of the terms and conditions herein and especially upon Licensee's obligations to provide Feedback, Licensee grants Viziphi, under all of Licensee's intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Viziphi product, technology, service, specification or other documentation (individually and collectively, "Viziphi Products"); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Viziphi Product; and (iii) solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties.
4. Grant of License
Subject to the terms and conditions of this Agreement, Viziphi grants to Licensee a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Software solely for purposes of internal testing and evaluation, and (ii) to copy Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.
5. Restrictions on Grant
Except as otherwise specifically permitted in this Agreement, Licensee may not: (a) Modify or create any derivative works of any Software or documentation; (b) Copy the Software except as provided in this Agreement or elsewhere by Viziphi; (c) Sublicense or permit simultaneous use of the Software by more than one user; (d) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); (f) Redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software; (g) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (h) Publish any results of benchmark tests run on any Software to a third party without Viziphi prior written consent; or (i) Use any Software on a system with more computers or computing devices than the number explicitly licensed.
6. Alpha Software Product Support
Viziphi is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Software will be corrected.
7. Ownership and Copyright of Software
Title to the Software and all copies thereof remain with Viziphi and/or or its suppliers. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, Viziphi does not grant any express or implied right to Licensee under Viziphi patents, copyrights, trademarks, or trade secret information.
The enclosed Software is Confidential Information. Licensee will not disclose Software or any comments regarding Software to any third party without the prior written approval of Viziphi. Licensee will maintain the confidentiality of Software with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. Licensee will not be liable for the disclosure of any Confidential Information which is: (a) in the public domain other than by a breach of this Agreement on Licensee's part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to Licensee without any limitation on use or disclosure prior to its receipt from Viziphi; or (d) independently developed by Licensee's employees; or (e) generally made available to third parties by Viziphi without restriction on disclosure./
9. Term Of This Agreement
Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to Viziphi (or, at Viziphi' request, destroy), the Software and all other tangible items in Licensee's possession or control that are proprietary to or contain Confidential Information.
10. Limitation on Liability
Provision of any Software under this Agreement shall not create any obligation for Viziphi to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party.
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL VIZIPHI OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF VIZIPHI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Entire Agreement
This Agreement constitutes the complete and exclusive agreement between Viziphi and Licensee with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by an authorized representative of Viziphi and Licensee.