|
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. |
| 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. |
0 commit comments