Legal advisory for SMART Notebook Math Software – Beta Test Program

Thank you for agreeing to evaluate and test SMART Technologies ULC’s (“SMART”) exciting new SMART Notebook Math software (the “Beta Software”). Before we get started, we would like to get your general agreement and understanding of the evaluation and testing program (the “Beta Test Program”) and your commitment to a few terms and conditions (the Agreement). In addition to this Agreement, the use of the Software shall be governed by the end user license agreement that is displayed upon the install of the Software.

At no charge, SMART will send you (the “Participant”) the Beta Software or advance screen shots of the Beta Software, which is under continuing development by SMART. This means that, while we have striven to make this Beta Software as stable as possible, there is a very good chance that bugs will be present. Our hope is that through this beta testing we will be able to catch many of these bugs before the product is released to the general public. It also gives the Participant an opportunity to check out the latest version before everyone else.

SMART will grant the Participant, for a period commencing on the acceptance of this Agreement and ending on December 15, 2009, a royalty-free, personal, nontransferable, nonexclusive, internal-use only license to use the Beta Software solely for evaluation purposes. This license does not grant any license to the Participant to distribute or sublicense the Beta Software. Title to the Beta Software shall remain with SMART at all times and the Participant may not mortgage, pledge or encumber the Beta Software in any way.

By agreeing to participate in the Beta Test Program, SMART requests that the Participant cooperate with SMART in the evaluation and testing of the Beta Software. More specifically, SMART requests that the Participant agrees to use his or her reasonable efforts to

1. Dedicate the time, effort and resources necessary for a successful evaluation throughout the scheduled duration of the Beta Test Program.

2. Make available to SMART copies of data connected with his or her use of the Beta Software including, but not limited to, test results, corrections, deficiency information, and actual or suggested improvements, and to consult with SMART in the review and analysis of same, all as more specifically provided for below. The data to be shared with SMART does not include any confidential data of the Participant that could be used or manipulated within the Beta Software.

The Participant also agrees to permit SMART to use his or her name and any comments that the Participant has pertaining to the Beta Software in promotional material.

About links to third-party web sites

This website contains links/references to third-party websites. These links and references are provided for the convenience of users of this website, and SMART is not responsible or liable for the content, nature or reliability of any linked or referenced website, or any link contained in a linked or referenced website. SMART takes no responsibility for monitoring, updating, supplementing or correcting any information on any linked or referenced website, and makes no representation or warranties in relation to the reliability or accuracy of information contained on these linked sites or the service provided. In linking or going to these third-party websites, you are leaving the SMART website, and SMART does not accept responsibility or liability for any loss, damage, cost or expense suffered by a user of this website as a result of the use of or reliance upon the materials or services provided that appear or are provided at any of the linked sites. Accessing third-party websites is at the sole risk of the user.

A few words on confidentiality

The Beta Software encompasses confidential information concerning SMART. A copyright notice on any data/materials by itself does not constitute or evidence a publication or public disclosure. The Participant will not, however, be liable for the disclosure of confidential information that is:

1.    In the public domain other than by a breach of this Agreement on the Participant's part

2.  Rightfully received without any obligation of confidentiality from a third party who is under no obligation to keep it confidential

3. Rightfully known to the Participant without any limitation on its use or disclosure prior to its receipt from SMART

4.  Independently developed by the Participant's employees, or

5. Generally made available to third parties by SMART without restriction on disclosure

Finally, the Participant must not make any modification to the Beta Software without SMART's prior written consent. The Participant must not copy, reverse-assemble, reverse-compile or otherwise reverse-engineer the Beta Software.

Thanks for reading this Agreement. If you are interested in participating in the Beta Test Program, you must agree to these terms by clicking the I Accept link below so that you can download the Beta Software, review and accept the end user license agreement, and begin the Beta Test Program.



I Accept