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1 | | - ALPHA AND BETA SOFTWARE |
2 | | - CONFIDENTIAL DISCLOSURE AGREEMENT |
3 | | -Revised 10/2011 |
4 | | -This Agreement is made today between Side Effects Software Inc., a corporation |
5 | | -incorporated under the laws of Ontario, Canada and having a place of business |
6 | | -at 123 Front Street West, Suite 1401, Toronto ("Side Effects Software") and |
7 | | -you ("Beta Tester"). |
8 | | - |
9 | | -BACKGROUND: |
10 | | - |
11 | | -1. Side Effects Software is in the business of developing and marketing certain |
12 | | - computer graphics software and related materials. |
13 | | -2. Beta Tester, in order to permit Side Effects Software in refining and |
14 | | - perfecting such software and materials, has expressed an interest in testing |
15 | | - certain alpha/beta versions of software more fully described in Schedule A |
16 | | - (the "Software & Materials"). |
17 | | -3. Each Animator, as an employee, contractor or agent of the Beta Tester, may |
18 | | - have access to the Software & Materials and perhaps to other confidential |
19 | | - information of Side Effects Software such as trade secrets, business or |
20 | | - product plans, which might be disclosed during the course of the software |
21 | | - testing (the "Confidential Information"). |
22 | | -4. Side Effects Software wishes to ensure that the Software & Materials are not |
23 | | - used by Beta Tester for purposes other than alpha/beta testing and that they |
24 | | - are not disclosed to any other party without the prior written consent of |
25 | | - Side Effects Software; |
26 | | - |
27 | | -NOW THEREFORE, in consideration of this background and the provision of |
28 | | -such materials to Beta Tester and other good and valuable consideration (the |
29 | | -receipt and sufficiency of which are hereby acknowledged), Beta Tester agrees |
30 | | -with Side Effects Software as follows: |
31 | | - |
32 | | -1. Side Effects Software hereby grants to Beta Tester on the terms set out |
33 | | - herein a personal, non-transferable and non-exclusive license to use the |
34 | | - object code version of the Software & Materials for its internal operations |
35 | | - on its computers. Any commercial exploitation of the Software is at the |
36 | | - Beta Tester's risk. Beta Tester's right to use the Software & Materials is |
37 | | - limited to those rights expressly set out in this Agreement. Beta Tester |
38 | | - shall carry out testing of the Software & Materials in accordance with such |
39 | | - reasonable instructions as Side Effects Software may provide to it from time |
40 | | - to time. |
41 | | -2. Beta Tester shall use all reasonable efforts (which shall consist of at |
42 | | - least the same level of diligence as it uses to protect its own proprietary |
43 | | - information and trade secrets) to protect the confidentiality of all |
44 | | - Software & Materials, including all product features, and other Confidential |
45 | | - Information of Side Effects Software that may come to the attention of or |
46 | | - knowledge of Beta Tester as a result of undertaking such testing. Beta |
47 | | - Tester shall not discuss product features or show the Software & Materials |
48 | | - to anyone. Beta Tester shall not copy, publish, disclose, attempt to |
49 | | - recreate the source code version of the Software or make any use other than |
50 | | - as contemplated herein of any of the Software & Material or any such |
51 | | - Confidential Information. For the purposes hereof, Confidential Information |
52 | | - shall not include any information that: |
53 | | - - At the time of such disclosure, is generally available to the public |
54 | | - through no fault of Beta Tester; |
55 | | - - Was in possession of Beta Tester without any obligation of confidentiality |
56 | | - prior to the date hereof and was not acquired directly or indirectly from |
57 | | - Side Effects Software; or |
58 | | - - Was received by Beta Tester after the date hereof from a third party who |
59 | | - imposed no obligation of confidentiality and who did not acquire any such |
60 | | - information directly or indirectly from Side Effects Software. |
61 | | -3. Beta Tester shall not communicate or otherwise disclose to Side Effects |
62 | | - Software during the term of this Agreement any confidential or proprietary |
63 | | - information of any other third party. |
64 | | -4. In accepting this Agreement the Beta Tester agrees to test and evaluate the |
65 | | - Software & Materials and to report all problems, concerns, deficiencies and |
66 | | - suggestions for improvements to Side Effects Software. A representative from |
67 | | - Side Effects Software may be contacting Beta Tester weekly for a report. |
68 | | -5. Upon completion of such testing or at any time on the request of Side |
69 | | - Effects Software, Beta Tester shall promptly return to Side Effects Software |
70 | | - all copies of the Software & Materials, as well as any Confidential |
71 | | - Information, then in its possession or control and shall, if requested, |
72 | | - provide Side Effects Software with a certificate signed by an authorized |
73 | | - representative of Beta Tester to such effect from an officer of Beta Tester. |
74 | | -6. All Software & Materials, as well as any Confidential Information, is |
75 | | - provided "as is". Side Effects Software makes no representation, warranty or |
76 | | - guarantee with respect to any such material and assumes no liability for the |
77 | | - use and performance of any alpha and beta software. Side Effects Software |
78 | | - reserves the right to alter all aspects of the Software and Documentation |
79 | | - from one alpha or beta version to the next, including the user interface, |
80 | | - screen displays, fonts and functionality. |
81 | | -7. The Software will timeout and cease to function one month after its build |
82 | | - date, regardless of when it was downloaded or installed. |
83 | | - |
84 | | -SCHEDULE A |
85 | | -SOFTWARE AND MATERIALS |
86 | | -The following Software and related Materials are bound by the attached Alpha |
87 | | -and Beta Software |
88 | | -Test Agreement: |
89 | | -Software: Houdini Engine for Unreal |
90 | | -Version: Version 2.0 - alpha |
91 | | - |
92 | | -You must accept these terms and conditions to install the Software and |
93 | | -Materials. |
| 1 | + |
| 2 | + Copyright (c) 2021 |
| 3 | + Side Effects Software Inc. All rights reserved. |
| 4 | + |
| 5 | + Redistribution and use of in source and binary forms, with or without |
| 6 | + modification, are permitted provided that the following conditions are met: |
| 7 | + |
| 8 | + 1. Redistributions of source code must retain the above copyright notice, |
| 9 | + this list of conditions and the following disclaimer. |
| 10 | + |
| 11 | + 2. The names Side Effects Software and SideFX may not be used to endorse or |
| 12 | + promote products derived from this software without specific prior |
| 13 | + written permission. |
| 14 | + |
| 15 | + THIS SOFTWARE IS PROVIDED BY SIDE EFFECTS SOFTWARE `AS IS' AND ANY EXPRESS |
| 16 | + OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES |
| 17 | + OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN |
| 18 | + NO EVENT SHALL SIDE EFFECTS SOFTWARE BE LIABLE FOR ANY DIRECT, INDIRECT, |
| 19 | + INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT |
| 20 | + LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, |
| 21 | + OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF |
| 22 | + LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING |
| 23 | + NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, |
| 24 | + EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. |
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