EditShare and Recipient have a common interest. EditShare develops new software and needs real-world testing of its products in order to get feedback on features, performance, ease of use, bugs, interactions with other hardware and software, etc. Recipient desires privileged early-access to try out and evaluate EditShare's upcoming software release. To this end, EditShare agrees to make available to Recipient pre-release software ("Alpha Software") as identified above under the following conditions:
Recipient understands that the Alpha Software provided is not necessarily of "production quality" and may contain bugs and not perform according to expectations. EditShare makes no warranty whatsoever as to the suitability of this software for any particular use. The Alpha Software is provided "as is". Recipient is advised to backup his work frequently to minimize the possible consequences of bugs or other problems that might arise from using the Alpha Software.
Recipient agrees to provide feedback on a periodic basis about the Alpha Software in specific, to inform EditShare about the performance of the software, its ease of use, features that may be missing, and any bugs encountered during the use of the software. EditShare may contact Recipient in writing and Recipient agrees to make available a reasonable amount of time to discuss the Alpha Software with EditShare if so requested.
Recipient agrees that it will not distribute the software to any Third Parties or allow the software to be copied by employees or representatives of Recipient's company, or to be copied by any other third parties, or to go into circulation beyond the confines of the Recipient's immediate premises.
Recipient agrees not to discuss this Alpha software with employees or officers of EditShare's competitors or to their distributors or affiliates.
If Recipient is a company, Recipient shall be responsible for any failure of any representative or employee of Recipient's company to comply with the terms of this Agreement, and this responsibility shall be in addition to, and not by way of limitation of, any right or remedy EditShare may have against the representative or employee.
Recipient may use the Alpha Software and Confidential and Proprietary Information solely for the purposes described in the sections above or for such other purposes as may be approved in advance by EditShare in writing.
Recipient understands and agrees that because of the unique nature of the Confidential and Proprietary Information, monetary damages may not be suitable to compensate EditShare if Recipient or its representatives or employees fail to comply with the terms of this Agreement. Recipient agrees that it shall not oppose the granting of monetary relief on the grounds that damages would not provide an adequate remedy. Any action by EditShare seeking injunctive relief to enforce the terms of this Agreement would be in addition to any other remedies available to it at law or in equity.