Beta License

Smart Projex, Inc., a Virginia corporation (“Smart Projex”) is willing to grant You this beta license to access and use a beta version of its patent-pending project management software application (the “Smart Projex Application”) via one or more of its web sites, including but not limited to the site accessible via the domain name go.smartprojex.com (individually and collectively, the “Site”), if You agree to this Smart Projex Application Beta License (“Beta License”) as well as the SmartProjex Web Site Terms of Use (“Terms”). If You wish to access the Smart Projex Application on behalf or for the benefit of your employer, by accepting this Beta License You do so on Your own behalf as well as that of Your employer, and You warrant and represent that You have authority to do so. Definitions in the Terms apply to this Beta License unless stated to the contrary. You acknowledge that You have read this Beta License, understand it, and agree to be bound by it. If You do not agree to any of the terms below, Smart Projex is unwilling to license the Smart Projex Application to You, You are not authorized to access or use it for any purpose, and You should not check the box indicating that you have read through and agree to the terms of this Beta License.

1.  About this Beta License. The Smart Projex Application is a patent-pending web-based project management application which allows users to track and manage the activities, risks, issues, contracts, money, documents, stakeholders, and other details on projects. It is designed to be used on line, via the Site, and not downloaded. You must register and be accepted in order to be granted a beta license. Registered beta users can log-in through the Site as instructed. Like most beta applications and software, the beta version of the Smart Projex Application is newly developed and new to the market, and the beta license enables You, the User, to evaluate its suitability to Your needs, and Us to learn how well the application performs and to make any necessary modifications. Your feedback is an important part of how We learn, so as part of this Beta License we require You to give Us certain information in the course of registration and also information about how the Smart Projex Application works for You.

2.  Registration. You must first register by providing Us online with all information We request. As part of the registration, you must accept the terms of this Beta License, which shall apply in addition to Our Terms. If Smart Projex approves your request, We shall issue You a user name and password (which You may subsequently change), and advise You that we have granted this Beta License to You. No license is granted unless and until We so advise You, and You may not access or use the Smart Projex Application before the license is granted, after it is terminated, or in any manner not expressly licensed.

3. License Grant. Contingent on Your properly registering and Our accepting Your registration, Smart Projex grants to You a limited, non-exclusive, revocable, non-transferable, personal, non-sublicensable license to access and use the beta Smart Projex Application commencing when We notify You of acceptance of Your application. The grant of this Beta license is further limited as follows:

a.   This Beta License is only available to approved licensees in the U.S.

b.  The license granted in Section 3 is granted solely to You and not to any parent, subsidiary, affiliate, or other third party.

c.  The Terms and this Beta License may be modified from time to time, with modified versions posted on the Site, and Your access to the Smart Projex Application is subject to Your continuing agreement to not only this Beta License but also Our Terms, as they may be amended from time to time.

d.  You agree to keep Your user name and password confidential and not to share either with third parties. The Smart Projex Application enables You, the license, to grant limited access to clients or other stakeholders involved in project(s) managed with the Application solely for the purpose of managing such project(s). To authorize such limited access, You must issue to the stakeholder(s) their own unique user names and passwords, and they then must themselves agree to the Terms and the Beta License in order to access Your project(s) on the Smart Projex Application.

e.  You may not use or copy the Smart Projex Application, or any copy thereof, in whole or in part except as expressly provided in this Agreement. You acknowledge that the Smart Projex Application and its structure, sequence, organization, as well as its source code contain valuable trade secrets and confidential information of Smart Projex and, as applicable, its licensors. You shall not, nor shall You permit, assist, or encourage any third party to: (a) modify, adapt, alter, translate, or create derivative works from the Smart Projex Application; (b) merge the Smart Projex Application with other software; (c) sublicense, lease, rent, or loan the Smart Projex Application, or otherwise transfer the Smart Projex Application to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Smart Projex Application, except and only to the extent that such activity is expressly permitted by applicable law; (e) remove, obscure, or alter Smart Projex’s copyright or patent notices, trademarks, and other proprietary rights notices affixed to or contained within the Smart Projex Application; (f) disseminate or publish any information about the performance of the beta version of the Smart Projex Application to a third party without the prior written consent of Smart Projex; or (g) otherwise exercise rights to the Smart Projex Application except as expressly allowed under this Section 3.

f. Smart Projex reserves the right to modify the Smart Projex Application during the course of the Beta License in an effort to improve its performance and functionality.

g. Smart Projex may terminate this Beta License at any time, with or without notice or cause. If Smart Projex releases a commercial version of the Smart Projex Application, it may withdraw the beta version and require agreement to a different license and payment of a license fee for the commercial version. Upon expiration or termination of this Beta License, upon Your written request, we shall return to You data that You have input into the Application by exporting such data and delivering it to You in a Microsoft Excel file.

h. Smart Projex reserves all rights not expressly licensed.

4.  Acknowledgements. 
a.  This Beta License is granted primarily to enable You and Smart Projex to evaluate the effectiveness and utility of the beta version of the Smart Projex Application, a new utility still in final testing. You may, if you wish, use the Smart Projex Application to manage current commercial projects. To whatever extent You do so, however, You acknowledge and agree that You do so entirely at Your own risk, that this license has been granted on an “AS IS” basis, and that there is no assurance that the Smart Projex Application will function as You desire or provide the results You desire.

b.  We do not guarantee that We will make a commercial release of a version of the Beta Smart Projex Application, or if We do that we will continue to provide it for any duration of time. Any commercial release of the Application will require Your agreement to a separate license and also Your payment of applicable fees. You acknowledge and agree that the beta Smart Projex Application is a pre-release version, does not represent final product from Smart Projex, and may contain bugs, errors, or other problems that could cause failures and other damages, including, without limitation, damage to or corruption of data You input.

c.  Your use of the beta Smart Projex Application is entirely at your own risk.

5.  Beta-Specific Licensee Obligations. You agree to provide timely and accurate feedback, which may include bug reports, communication of results and impressions, conferences with Our representatives and/or written evaluations, to Us in relation to the Smart Projex Application. We will have no confidentiality obligations with respect to such feedback. You agrees that We and Our designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the feedback, including derivative works thereto, for any and all commercial and non-commercial purposes.

6.  Ownership. 
a. Smart Projex is the sole owner of all rights in the Smart Projex Application. This Beta License is only a license and not a sale. In addition, the Smart Projex Application, including not only the Application itself but also information We disclose to You or that You otherwise learn about its functionality and performance, are the confidential information and trade secrets of Smart Projex. By accepting this Beta License, You agree to hold such confidential information in confidence, to use it only for the purpose of evaluating and using the Smart Projex Application for Your own benefit in accordance with these Terms and, as applicable, Additional Terms, and not to disclose such confidential information to any third party without the express prior written consent of Smart Projex. Your obligations of confidentiality shall survive the termination of this Agreement without limitation of duration.

b. We acknowledge and agree that, as between You and Us, You own all data that You input into the Smart Projex Application. We agree further to treat such data as Your confidential information, not to use it except in the course of enabling You to use the Smart Projex Application, and not to disclose it to third parties without Your express prior consent, except as is allowed by this Beta License, and except as may be reasonably required by law, regulation or court order. You acknowledge and agree, however, that We retain business partners to assist us in providing this application service (including but not necessarily limited to Site hosts and third-party equipment operators), and that Our disclosure of Your data to those business partners shall not violate this Beta License or applicable law.

7. Data Security. We have implemented reasonable security measures to protect the data You input into the Smart Projex Application as well as access to those data. Our developer uses the PBKDF2 algorithm with a SHA256 hash, a password stretching mechanism recommended by NIST. The host of the Smart Projex Application has its own privacy practices and data security measures. We presently use Google to host the Smart Projex Application site, and its privacy policy and terms of use are accessible via the following link: http://www.google.com/intl/en/policies/. It may have additional policies and practices not described via the given link. We reserve the right to change service providers at any time and without notice. Neither We nor Our service partners can guarantee data security. We also have no control over the communications facilities used by You and Your service providers to input Your data, and We assume no responsibility for the communication links or security. We urge You to keep Your user name and password in a secure place, not to divulge it to anyone, and to sign off of Our website and close Your browser when You have finished using the application.

8. Data Accuracy. You are solely responsible for the input of data and the accuracy of Data input into the Smart Projex Application.

9. Warranty Disclaimers, Limitations, Indemnity Incorporated from Terms. The provisions of Sections 3-5 and 7-13 of the Terms, including but not limited to those involving warranty disclaimers, limitations of liability, limitations of remedy, indemnity and remedies for infringement, apply with full force and effect to the Smart Projex Application and this Beta License, and hereby are incorporated by reference.