ITSDS DataPump 2008 Beta 1 Agreement

Beta Agreement

Please read this agreement carefully as by downloading, installing or using the software ("ITSDS DataPump 2008 Beta 1"), you accept and agree to the terms and conditions outlined in this agreement. If you don't agree to these terms and conditions, do not download, install or use the software.

This Beta Agreement (the "Agreement") is made between IT Strategic Data Services and you ("Beta Tester") for the purpose of testing the software ("Beta Product") in which this Agreement is included. The terms and conditions of this Agreement are intended by the parties as a final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or simultaneous agreement unless such agreement is signed by both parties. In the absence of such an agreement, this Agreement shall constitute the complete and exclusive statement of the terms and conditions and no evidence may be introduced in any judicial proceedings which may involve this Agreement. This Agreement may not be modified except by a writing accordingly executed by both parties' authorised representatives.

1. Nature of Agreement The Beta Product is a Release of an IT Strategic Data Services product that is not generally available for distribution at the time it is shipped to Beta Tester and is not intended for use in a Production environment. The Beta Product shall be used by Beta Tester for testing purposes and within the parameters as defined by Section 1.1 Program Parameters of the Agreement (the "Beta Test") to allow IT Strategic Data Services to facilitate the commercial availability of the Beta Product. IT Strategic Data Services wishes you to serve as a Beta Test site for 33 days from 18 September 2008 to 20 October 2008 inclusive to assist in this facilitation and to allow information to be obtained about Beta Tester's experience.

1.1 Program Parameters To participate in the Beta Test, you agree to do the following:

• Adhere to the Terms and Conditions set out in the Agreement.
• Get agreement from your organisation management.
• Submit bugs and features as they occur.
• Remove the Beta Product when the Program ends.
• Take a short survey at the end of the program to provide final feedback.

In exchange for your participation, ITSDS will provide you with the following:

• Beta 1 version of ITSDS DataPump 2008 (Standard Edition) for the purposes of testing and to provide feedback to IT Strategic Data Services. This will include a non-transferable license and documentation.
• Support via email and/or a Web forum on weekdays.
• A free copy of ITSDS DataPump 2008 (Standard Edition) when it becomes commercially available.

2. Feedback Notwithstanding the terms of any existing non-disclosure or confidentiality agreement between Beta Tester and IT Strategic Data Services, you agree to inform IT Strategic Data Services of all issues and ideas for enhancements which come to Beta Tester's attention during the period of this Agreement and hereby assign to IT Strategic Data Services all right, title and interest to such ideas and enhancements and all property rights including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights. All bug reports, test results and other feedback shall be the property of IT Strategic Data Services and can be used for any purpose it sees fit.

3. Reservation of Rights IT Strategic Data Services retains all right, title and interest in the Beta Product and in all materials delivered in connection with such. Beta Tester has no rights other than those granted in this Agreement.

4. Confidential Information "Confidential Information" is defined to include the Beta Product, any software, source code, object code, documentation, Beta Test Results and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by IT Strategic Data Services to Beta Tester under this Agreement. Beta Tester shall observe complete confidentiality with respect to the Confidential Information and shall use its best efforts and take all reasonable steps to protect such from any use, reproduction, publication, disclosure or distribution except as specifically authorised by this Agreement. Beta Tester agrees that the Beta Product is sole property of IT Strategic Data Services and will not without the express written authorisation of IT Strategic Data Services:

• Disclose any information about the Beta Product or the existence of the Beta Test or its results to anyone other than Beta Tester's employees; or
• Demonstrate, copy, sell or market the Beta Product to any third party; or
• Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate the Beta Product or any portion thereof.

5. Disclaimers and Limitations of Liability

• The design of the Beta Product may be changed prior to general availability from IT Strategic Data Services without prior notice and IT Strategic Data Services does not guarantee that compatibility of Beta Tester's system can or will be maintained with subsequent versions of Beta Product. IT Strategic Data Services reserves the right to withdraw the Beta Product from Beta Testing and never release it as a commercial product.
• THE BETA PRODUCT AND TECHNICAL SUPPORT (IF ANY) ARE PROVIDED "AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Beta Tester remains solely responsible for the design of Beta Tester's systems and Beta Tester's results.
• IN NO EVENT WILL IT STRATEGIC DATA SERVICES BE LIABLE FOR ANY DAMAGES UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY BETA TESTER BASED ON A THIRD PARTY CLAIM.
• The Beta Product may not be at the level of performance, compatibility or safety of a Production ready product. Beta Tester understands and agrees that IT Strategic Data Services makes no representation or warranties regarding use of the Beta Product. Beta Tester shall have sole responsibility for sufficient protection and backup of its data or equipment used in connection with the Beta Product and Beta Customer shall not claim against IT Strategic Data Services for lost data, re-run time, inaccurate input, work delays or lost profits resulting from the use of the Beta Product.

6. Entire Agreement Any representation, promise or condition not explicitly set forth in this Agreement shall not be binding on either party. All additions or modifications to this Agreement must be made in writing and must be signed by both parties to be effective.

7. General This Agreement will be governed and construed in accordance with the laws of New South Wales, Australia. Failure of IT Strategic Data Services to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the situation involved.

You acknowledge having read the Agreement before accepting it, having the authority to accept the Agreement on behalf of Beta Tester and being eighteen (18) years of age or older.