Multiwan BETA Testing Agreement

Thank you for your interest in being a Beta tester for MultiWan!

As with any Beta test program, you will be asked to agree to several conditions before you begin testing the unit. Don't worry, we're not asking for much! Here's a summary of the main terms you'll be agreeing to:

IF YOU AGREE TO THESE CONDITIONS, PLEASE READ THE TERMS OF THIS BETA TESTER AGREEMENT ("AGREEMENT") GOVERNING THE USE OF THE SOFTWARE, RELATED FIRMWARE AND HARDWARE PROVIDED TO YOU BY MULTIWAN. ("MULTIWAN").

BY INDICATING YOUR ACCEPTANCE OF THESE TERMS AND SELECTING THE "I AGREE" BUTTON AS IT APPEARS ON THE MULTIWAN WEB SITE OR IN THE BETA RECRUITMENT SURVEY, YOU ARE (1) REPRESENTING THAT YOU ARE OVER THE AGE OF 18, (2) REPRESENTING THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOURSELF TO THESE TERMS, AND (3) CONSENTING TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. THIS WILL CREATE A BINDING AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS OR CANNOT MAKE SUCH REPRESENTATIONS SELECT THE "I DO NOT AGREE" BUTTON AS IT APPEARS ON THE MULTIWAN WEB SITE OR IN THE BETA RECRUITMENT SURVEY AND DO NOT USE THE PRODUCTS OR MATERIALS.

Recitals

A. MultiWan is developing a failover product (referred to herein as the "Beta Product"). As a tester you will receive hardware, software, products, documentation, equipment, or other material, (the "MultiWan Materials").

B. The Beta Product is currently still in development and experimental form. You have agreed to test and evaluate the Beta Product in accordance with the terms of this Agreement to assist MultiWan in the completion of the Beta Product.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows:

1. Grant of License to Test. Subject to the terms and conditions of this Agreement, Multiwan hereby grants You a non-exclusive, non-transferable and revocable license to use the Beta Product. Your license will be valid only during the time that you are an active participant in the Beta Program solely for the purposes of testing and evaluating the Beta Product to assist MultiWan in the completion of its development. You agree not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which are provided to you hereunder.

2. DISCLAIMER OF WARRANTIES. You acknowledge and agree that: (a) the Beta Product is not complete in development and has not been commercially released for sale by MultiWan; (b) the Beta Product may not be fully functional, and it is expected that it will contain errors, design flaws or other problems, including problems that may adversely impact the operation of your existing Products; (c) the Beta Product may not be reliable during the time you are participating as a tester in the MultiWan Beta Program; (d) the Beta Product has not passed any required regulatory tests, including without limitation ICASA, UL or other equivalent tests; (e) the Beta Product and its use may result in unexpected results, loss of data, electrical failures or other unpredictable damage or loss to you; (f) MultiWan is under no obligation to release a commercial version of the Beta Product; (g) you have received the necessary consents and approvals from the owner(s) of any premises where the products will be used/tested in the manner requested by MultiWan; and (h) MultiWan has the right to unilaterally abandon development of the Beta Product at any time and without any obligation or liability to you or any third party. You further acknowledge that you have paid no consideration to MultiWan for the Beta Product hereunder, and that THE BETA PRODUCT IS BEING SUPPLIED TO YOU "AS IS". MULTIWAN MAKES NO WARRANTIES REGARDING THE BETA PRODUCT, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

3. Limitation of Liability. IN NO EVENT SHALL MULTIWAN BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM INSTALLATION OR USE OF THE BETA PRODUCT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT.

4. General Provisions
Termination. This Agreement will automatically expire at the end of your participation as a MultiWan Beta Program tester unless terminated sooner in accordance with this Agreement, and in any case shall expire not more than five (5) years after the date of this Agreement. Either party may terminate this Agreement before the end of your participation in the MultiWan Beta Program for any reason or no reason upon written notice to the other party. This Agreement will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations. You acknowledge that the Beta Product licensed hereunder is subject to the export control laws and regulations of South Africa, and any amendments thereto. You warrant that you will comply in all respects with South Africa exports laws and regulations. This Agreement shall be governed by the laws of the City of Cape Town, without reference to its conflict of law principles. This Agreement constitutes the entire agreement between you and MultiWan with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. You acknowledge that any breach of your obligations under this Agreement with respect to the proprietary rights of MultiWan will cause MultiWan irreparable injury for which there are inadequate remedies at law, and, therefore, MultiWan will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity.

For inquiries or questions regarding this Agreement or the Beta Product, please see http://www.multiwan.co.za/contact for current contact information.