The email appliance beta agreement is completed by applicants who wish to beta trial an appliance.
This Agreement constitutes a non-exclusive licence for You, the licensee, to test the product consisting of a Sophos hardware device preloaded with Sophos software ("Software"), any related components (including but not limited to cabling, ship kits and rack mount kits) and all accompanying documentation and packaging (together the "Appliance").
By Your use of the Appliance and by downloading, using or installing the Software You agree to the following terms and conditions:
Sophos Limited ("Sophos") shall provide you with the Appliance as well as an evaluation licence for the Software. You shall test the Appliance in accordance with any conditions specified under the "Testing Conditions" link during the 30-day test period, or such other duration as may be specified by an authorized Sophos representative, at Sophos’s sole discretion ("Test Period"). You may not continue using the Software beyond the Test Period unless You: (1) obtain an extension for the evaluation licence for the Software; or (2) purchase the Appliance and obtain a licence for the Software. You must return the Appliance upon expiration of the Test Period as described in Sections 7 and 8 unless You: (1) obtain an evaluation licence for the Appliance; or (2) purchase the Appliance and obtain a licence for the Software.
1. TEST PURPOSES ONLY. You acknowledge that the Appliance is provided for test purposes only and Sophos does not grant any right, title or interest in the Appliance or any intellectual property of Sophos or any third party licensor. You may not sell or transfer the Appliance or any part of it to any third party, nor assign or transfer any of your rights or obligations under these terms and conditions. The Software is the exclusive property of Sophos. Further, You hereby acknowledge and agree that the right, title and interest in any modifications made by You to the Software or Documentation, as provided for below in this Agreement, is retained by Sophos. The Software and any documentation provided to You by Sophos (whether electronic or printed) which accompanies the Appliance ("Documentation") are proprietary products of Sophos and are protected throughout the world by copyright and other intellectual property rights. No licence, right or interest in Sophos’s logos, or trademarks is granted to You under this Agreement and You hereby agree not to remove any product identification or notices of proprietary restrictions. Title in the hardware shall remain with Sophos unless and until full payment for the hardware is received from You.
2. CONFIDENTIAL INFORMATION. You acknowledge that the Appliance is proprietary to and a trade secret of Sophos and/or its third party licensors and is to be used by you only in accordance with this Agreement. You shall clearly identify the Appliance as Sophos's property. You shall keep the Appliance in the strictest confidence. You will not without Sophos's express prior written consent disclose any information about the Appliance to anyone other than your employees who are carrying out the testing; copy any part of the Appliance except to the extent necessary to carry out the testing as described under the "Testing Conditions" link; or reverse assemble, decompile or disassemble the Software or any part of it. You shall keep the Software, Documentation and test results as secure as Your own confidential proprietary information which shall include as a minimum keeping any copies of the Software in a locked safe or filing cabinet or other secure location when not in use. The confidentiality provisions of this Agreement shall continue for a maximum period of two years from delivery of the Appliance to You.
3. NO WARRANTY. Sophos gives no warranties, representations, conditions, undertakings or other obligations, whether express or implied by common law, trade usage, course of dealing or otherwise including any implied warranties of satisfactory quality or fitness for a particular purpose or any warranty that the Appliance will be error-free or that such errors will be corrected are given, all of which are hereby excluded to the fullest extent permitted by law. The Appliance is a pre-release, experimental version and may not be at the level of performance and compatibility of a final product. The Appliance may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. The Appliance is provided 'AS IS' and in no event will Sophos and its third party licensors be liable to you for any loss or damage of any kind (except personal injury or death resulting from Sophos's negligence) arising from your use or inability to use the Appliance, or from faults or defects in the Appliance whether caused by negligence or otherwise. Sophos and its third party licensors shall not be liable for any direct, indirect, special, incidental or consequential damages, whether in contract, tort or otherwise, arising out of any use of the Appliance or associated Documentation.
4. EXPORT. You agree to fully comply with all laws and regulations of the United States and other countries ("Export Laws") to ensure that neither the Software or any components thereof are: (1) exported, directly or indirectly, in violation of Export Laws; or (2) used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical or biological weapons production.
5. FEEDBACK. You shall gather and report test data to Sophos in the manner and within time period(s) specified and give Sophos feedback, comments or suggestions on the Appliance ("Feedback") You agree that Sophos may use the Feedback for any purpose.
6. PRODUCT REFERENCE. You agree, upon request and with reasonable notice from Sophos, to act in the capacity of a referee, including discussion of the Appliance with potential Sophos resellers or business partners.
7. TERMINATION. These terms and conditions shall remain in effect until terminated or until the Test Period expires, whichever date is sooner. You may terminate this agreement with Sophos at any time by returning any and all Appliances to the location specified by Sophos. Sophos may terminate this agreement with You without notice following breach by You of any part of these terms and conditions. Upon termination, You must return any and all Appliances to the location specified by Sophos. Upon expiration of the Test Period, Your right to use the Appliance and the Software shall immediately terminate and You must return any and all Appliances to Sophos (or the nearest Sophos subsidiary) OR purchase the Appliance, where applicable, and a license to use the Software. Upon purchase of the Appliance and a license to use the Software or a grant by Sophos to You of an evaluation license, Your use of the Appliance and the Software shall be governed solely by the terms and conditions of the current Sophos Appliance License Agreement.
8. RETURN OF APPLIANCE. You are responsible for the cost of returning any and all Appliances provided to Sophos (or the nearest Sophos subsidiary) using the original packaging supplied, upon termination or expiration of the Test Period. Notwithstanding the foregoing, Sophos may at its sole option reimburse You for such cost. If You do not return the Appliance, You must make the Appliance available for collection at Your expense from the address to which the Appliance was delivered. You agree to take reasonable care of the Appliance during the Test Period and until all Appliances are returned to Sophos and any copies of the Software are destroyed or returned. You are liable for any loss of or damage to the Appliance including but not limited to mishandling, misuse, neglect, improper testing, unauthorized repair, or alteration of the Software or processing that alters physical or electrical properties of any Appliance and/or related components.
This Agreement is governed by the laws of England and the courts of England shall have non-exclusive jurisdiction to determine any dispute arising hereunder.