SilverShield STFP Server Early Access
Beta Trial for the next up coming release
This page is for current users of SilverShield Software who have been invited to trial the next release
FORTRESSSECURE BETA PRODUCT(S) TRIAL AGREEMENT
READ THE TERMS OF THIS BETA LICENSE AGREEMENT AND LIMITED WARRANTY (“AGREEMENT”) GOVERNING THE USE OF FORTRESSSECURE HARDWARE, SOFTWARE AND RELATED FIRMWARE AND DOCUMENTATION (COLLECTIVELY, THE “BETA PRODUCT”, ALSO REFERRED TO AS CIPHER7) PROVIDED TO YOU AS AN INDIVIDUAL, OR IF PROVIDED TO A COMPANY, IN YOUR CAPACITY AS A COMPANY REPRESENTATIVE, (IN EITHER CASE, THE “EVALUATOR”) BY FORTRESSSECURE CAREFULLY BEFORE USING THE APPLICABLE FORTRESSSECURE BETA PRODUCT.
BY INDICATING YOUR ACCEPTANCE OF THESE TERMS AND SELECTING THE “ACCEPT” BUTTON ON THE APPLICATION FORM, YOU ARE (1) REPRESENTING THAT YOU ARE OVER THE AGE OF 18, (2) REPRESENTING THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOUR COMPANY, AS APPLICABLE, AND (3) CONSENTING TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS OR CANNOT MAKE SUCH REPRESENTATIONS, DO NOT SELECT THE “ACCEPT” BUTTON AT THE END OF THIS AGREEMENT (YOU WILL STILL BE REGISTERED IN THE SYSTEM BUT WILL NOT BE ACTIVE OR ENTERED INTO THE BETA PROGRAM).
- Beta Evaluation. The evaluator wishes to perform an evaluation analysis (the “Evaluation”) on the Beta Products and agrees to the terms and conditions set out in this Agreement. The evaluator shall keep the Beta Products and licenses at the Evaluation Location and return them promptly at the end of the Evaluation Period. The evaluator shall use the Beta Products initially in a test network as well as in a live production network only for internal use and only on a trial basis. The evaluator shall disclose to FortressSecure all results of the Evaluation. The evaluator shall report to FortressSecure all errors, failures, bugs, and other problems it discovers or encounters during the Evaluation and make itself available to participate in feedback sessions, by telephone or video conferencing, as practical. The evaluator shall conduct the Beta Product(s) Trial at a suitable site that matches the evaluation criteria published by FortressSecure. Evaluator agrees to use and evaluate the Beta Product(s) and agrees to provide FortressSecure with feedback at least twice a week via the beta portal that fully describe (i) the results of the use and evaluation of the Beta Product(s), including any defects found in the Beta Product(s) and any information necessary for FortressSecure to evaluate such defects, and (ii) any recommendations for changes or modifications to the Beta Product(s). The evaluator agrees to complete surveys that are sent out periodically (at a minimum the three main surveys being: initial impressions, mid beta survey and end of beta survey) and provide testimonials as to the benefits gained from the product. All feedback, surveys and testimonials shall be considered Evaluation Results as defined below. Either party may terminate the Evaluation at any time upon notice to the other party.
- Software License; Restrictions. Subject to Evaluator’s compliance with the terms and conditions of this Agreement, FortressSecure grants Evaluator a non-exclusive, nontransferable limited license to operate during the Evaluation the software program that is installed and is
part of the Beta Product (the “Software”). Evaluator shall not: translate, lend, rent, lease or sublicense the Software; publish any result or any benchmark of the Software; decompile, reverse engineer, disassemble, or seek to reconstruct or discover any humanly readable form of the Software source code; or, in any way, copy, reproduce, disclose, distribute or transfer any of the Software or accompanying documentation.
- Ownership. Except for those rights expressly granted by this Agreement to Evaluator, FortressSecure retain and shall own all rights, title and interests in and to all, and Evaluator shall have no right, title or interest in or to any, Beta Products and the intellectual property rights related to any Beta Product. Evaluator acknowledges and agrees that FortressSecure shall be the sole owner of any and all results, reports, technology, information and materials that may be developed, written, made, conceived, learned or otherwise created by Evaluator in the course of the Evaluation (collectively, the “Evaluation Results”). Evaluator will and hereby does irrevocably transfer and assign to FortressSecure all rights, title and interest in the Evaluation Results. Evaluator shall protect all Beta Products from alteration and defacement and from any unauthorized use by any person other than employees of Evaluator who need to use Beta Products for the Evaluation. Evaluator shall ensure that all employees involved in the Evaluation comply with the terms of this Agreement.
- Confidential Information. Evaluator acknowledges that every Beta Product, including the Software and its structure, contains and consists of proprietary and trade secret information of FortressSecure, and that FortressSecure may disclose to Evaluator certain other proprietary and confidential information relating to FortressSecure’s business or products. Evaluator also acknowledges that the Evaluation Results are confidential information of FortressSecure. Evaluator shall keep all such information confidential, not disclose it to any third party and not use any of it other than as expressly permitted by this Agreement. In all cases Evaluator shall use no less than the same degree of care with FortressSecure’s information that Evaluator uses with its own information that it considers or designates as confidential and at least a reasonable degree of care. Evaluator’s obligations under this section shall not apply to information that: (i) is or becomes publicly known through no act or omission of the Evaluator; (ii) is acquired separately by the Evaluator without any obligation of confidentiality to FortressSecure or any third party; (iii) is independently developed by Evaluator without access to FortressSecure’s confidential information or (iv) that FortressSecure itself discloses or allows in writing to be disclosed publicly.
- No Warranty. Evaluator acknowledges that no Beta Product is commercially available or has been offered by FortressSecure in the commercial market. Accordingly, Evaluator’s use of any Beta Product is subject to risks of it being incomplete, untested and not compliant with any specification, and in particular all Beta Products may produce errors, bugs and failures in operation as well as other problems. Additionally, any Beta Product might disrupt the normal functioning of other Evaluator products and systems. FortressSecure provides the Beta Products on a trial basis for evaluation purposes only. Accordingly, FortressSecure MAKES NO WARRANTY OF ANY KIND WHATSOEVER TO EVALUATOR. THE PARTIES EXPRESSLY EXCLUDE ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE BETA PRODUCTS,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ALSO SPECIFICALLY EXCLUDE ALL WARRANTIES OF NON- INFRINGEMENT WITH RESPECT TO THIRD PARTY RIGHTS. EVALUATOR WAIVES ALL CLAIMS AGAINST FORTRESSSECURE ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE OF ANY BETA PRODUCT.
- Limitation of Liability. IN NO EVENT SHALL FORTRESSSECURE OR ANY OF ITS EMPLOYEES, DIRECTORS OR SUPPLIERS BE LIABLE TO EVALUATOR IN CONNECTION WITH THIS AGREEMENT OR ANY BETA PRODUCT FOR ANY DAMAGES, INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR LOSS OF USE OF SERVICES, WHETHER OR NOT BASED ON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORTS, STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, EVEN IF EVALUATOR HAS ADVISED FORTRESSSECURE OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL FORTRESSSECURE BE LIABLE FOR THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCT, SOFTWARE OR SERVICE.
- Post Evaluation. Evaluator shall end the use of the Beta License relating to all Beta Products promptly after the Evaluation. If Evaluator wishes to purchase a Beta Product after the Evaluation, it shall so indicate that interest to FortressSecure, and if FortressSecure so decides in its sole discretion, it may then offer Evaluator the opportunity to purchase the Beta Product on the terms of FortressSecure’s then current End-User Agreement.
- Marketing Assistance. FortressSecure may elect to prepare a company testimonial based on Evaluator’s experiences with the Beta Product. The company testimonial shall be reviewed and approved by Evaluator prior to FortressSecure’s use of the testimonial. Evaluator acknowledges that FortressSecure may utilize Evaluator’s testimonial or portions therein for FortressSecure sales and/or marketing purposes unless requested not to within 14 days of the testimonial is presented to Evaluator through the beta portal for review. Evaluator agrees to participate in a case study conducted by FortressSecure at the termination of the Beta Product(s) Trial Program. Evaluator agrees that FortressSecure shall be entitled to use the details of this Beta Product(s) Trial Program as a reference case and/or as a joint press release regarding the same unless requested not to within 14 days of the case study being presented through the beta portal for review.
- Miscellaneous. California Law governs this Agreement. The parties submit to the non- exclusive jurisdiction of the federal and state courts in San José, California. Evaluator may not transfer any Beta Product, this Agreement or any right or obligation under this Agreement, whether by operation of law or otherwise, without FortressSecure’s prior written consent, and any attempted transfer in violation of this prohibition shall be void. All notices required or permitted to be given under this Agreement shall be given in writing and effective upon receipt by the receiving party at the business address given for it on Page 1. Either party may change its business address by notice to the other party. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and merges all prior and
contemporaneous communications except for any confidentiality agreement entered into between the parties. No modification of this Agreement is effective unless contained in a written executed agreement expressly referencing this Agreement and dated subsequent to the Effective Date.