REMEMBERITNOW! BETA AGREEMENT 

THIS AGREEMENT is made by and between RememberItNow! LLC("RememberItNow!"), located at 10 South Trail, Orinda, CA  94563 and ("Licensee").

GENERAL TERMS AND CONDITIONS

  1. RememberItNow! LLC has developed RememberItNow! including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material ("Software"). 
  2. RememberItNow! desires that the Software be tested prior to general release.
  3. Licensee wishes to serve as a Beta test site for such Software;

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:

  1. RememberItNow! grants to Licensee a non-exclusive, non-transferable license to use the Software for Beta testing and Beta use for 3 months from the effective date of agreement, subject to the terms and conditions below.

  2. In consideration for receiving a copy of the Software for testing, Licensee agrees to serve as a "Beta Site" for the Software and will notify RememberItNow! of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to RememberItNow! all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark assigns to RememberItNow! all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.  

  3. The license may not use the Beta Product except in accordance with this Agreement and the RememberItNow! terms of service atwww.rememberitnow.com/terms.php which the Licensee must accept upon creation of a RememberItNow! account used in conjunction with the Beta Product. If Licensee does not accept the terms of the TOS in addition to this Agreement then Licensee is not authorized to use the Beta Product in any manner. 
  4. Licensee agrees that Software is the sole property of RememberItNow!until it is officially released and includes valuable trade secrets of RememberItNow!. Licensee agrees to treat Software as confidential and will not without the express written authorization of RememberItNow!:
    4.1 Demonstrate, copy, sell or market Software to any third party; or
    4.2 Publish or otherwise disclose information relating to design, performance or quality of the Software to any third party; or
    4.3 Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof. 
  5. Software is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering.

THE BETA PRODUCT IS PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. REMEMBERITNOW!, ITS LICENSORS AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE BETA PRODUCT WHETHER EXPRESS, IMPLIED OR STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, COMPATIBILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. REMEMBERITNOW! FURTHER DOES NOT REPRESENT OR WARRANT THAT THE BETA PRODUCT WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE OR FREE OF VIRUSES NOR DOES REMEMBERITNOW! WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR SMS MESSAGE DELIVERYMADE THROUGH THE BETA PRODUCT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM REMEMBERITNOW! OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

  1. The Licensee upon completion of the Beta test agrees to provide material, statistics, and information for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives.
  2. RememberItNow! may at any time, without notice and without liability to the Licensee terminate this Agreement or suspend or block Licenseeaccess to the Beta Product if the Licensee breaches the terms of this Agreement, or the TOS. Licensee may terminate this Agreement by using the cancellation link found in the Account > Plan/Billing section of their RememberItNow! account. Upon termination of this Agreement the Licensee shall immediately cease using the Beta Product. 
  3. This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of California. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision.  
  4. RememberItNow! agrees to provide support via:Support@RememberItNow.com during the trial.  
  5. Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement. 
  6. Failure of RememberItNow! to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. 
  7. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.