Licence agreement

VideoTrace Software Licence-Beta Testing Agreement

This Software Licence-Beta Testing Agreement (“Agreement”) is a legal agreement between The Mesh Pit Pty Ltd (“Punchcard”) and you, either an individual or a single entity (“Licensee”).

RECITALS

A. Punchcard has developed software for interactively generating 3D models from video. The software may include modifications, improvements, updates, documentation and related material. (“Software”).

B. Punchcard wishes the Software be tested and evaluated by a prospective user in a “Beta Test” program.

C. The Software contains valuable, confidential, trade secret information owned by Punchcard.

D. Licensee wishes to participate in the Beta Test program for such Software and to accept the Software on the terms and conditions set out in this Agreement.

TERMS AND CONDITIONS

1. LICENCE:  Punchcard grants to Licensee a limited non-exclusive, non-transferable license to use the Software at the Licensee’s business or home location solely for Beta testing purposes. The Licensee will test and evaluate the Software for the purpose of reporting to Punchcard with respect to the usefulness and functionality of the Software. Licensee acknowledges and agrees that the Software is pre-release code and is not at the level of performance of a final, generally available product offering. Software may not operate correctly, is not error or bug free. Licensee agrees that it will use the Software carefully and will not use it in any way that might result in any loss of its or any third party’s property or information.

2. REPORTING:  In consideration for receiving a copy of the Software for testing, Licensee agrees to serve as a “Beta Site” for the Software. Licensee agrees to:

(a) Provide timely feedback to Punchcard during the period of the Beta Test including bug reports and evaluations of Software features; and

(b) Grant Punchcard permission to periodically collect usage data from the Software for use in improving the Software. No personally identifiable information will be made available to any third party.

3. NON-DISCLOSURE:  Licensee agrees that in providing the Software Punchcard may disclose to Licensee certain confidential, proprietary trade secret information of Punchcard (Confidential Information).  Confidential Information may include but is not limited to the Software, computer programs, flowcharts, diagrams, manuals, information, financial information or business plans.  During the term of this agreement and for a period of five years thereafter the Licensee agrees that it will not without the express prior written consent of Punchcard disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential information becomes generally available to the public through no fault of the Licensee. At the termination or expiration of this Agreement the Licensee will return the Software and all other Confidential Information to Punchcard.

4. Licensee agrees to treat Software as confidential and will not, without the express written authorisation of Punchcard:

(a) Demonstrate, copy, sell or market Software to any third party; or

(b) Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or

(c) Duplicate, modify, reuse, disassemble, decompile, reverse engineer or otherwise translate or tamper with the Software or any part of it.

5. NO WARRANTY:  Punchcard makes no warranty, express or implied with respect to the software or any other confidential information. The entire risk arising out of the use or performance of Software remains with Licensee. In no event shall Punchcard be liable for any damage whatsoever arising out of the use of or inability to use Software.

6. EXPIRATION or TERMINATION:

(a) The Licensee may terminate this Agreement at any time prior to expiration of the Beta Test by returning the Software including all Confidential Information and copies thereof to Punchcard.

(b) Punchcard may terminate this Agreement upon written notice to the Licensee subject to the Licensee’s obligation to return the Software, Confidential Information and all copies thereof.

(c) The obligations of the Licensee in clause 3 above shall survive the termination or expiration of this Agreement.

(d) If not terminated earlier this Agreement shall automatically terminate upon the earlier of (i) the initial commercial release by Punchcard of a generally available version of the Software or (ii) six (6) months after the last date Licensee receives the Software or any update thereto and following the Licensee’s return of the Software and the Confidential Information.

7. APPLICABLE LAW: This Agreement is governed by the laws of the State of South Australia and the parties submit to the jurisdiction of the courts of that State and the federal laws of Australia and the courts of appeal therefrom.

8. NOTICES:  Any notice, demand or other communication required to be given or made in writing under this Agreement will be deemed duly given or made if delivered or sent by prepaid post or facsimile transmission to above address or such other address as may be given from time to time under the terms of this notice provision.

9. ENTIRE AGREEMENT:  This Agreement constitutes the entire and only agreement between the parties for Software 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 authorised representatives of the parties.

10. NO ASSIGNMENT:  The Licensee may not assign this Agreement without the prior written consent of Punchcard.

11. AUTHORITY:  The Licensee warrants that the person signing this agreement for the Licensee is an authorised signatory and has the capacity to bind the Licensee to the terms of this Agreement.