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Echelon Prime Beta Participation Agreement


This Echelon Prime BPA is a legal agreement (hereinafter "Agreement") between Echelon Prime Foundation. (“Echelon”) and you, either an individual or a single entity, (hereinafter "Licensee"). This Agreement covers all software, the associated media, any printed materials, data, files and information and any "online" or “mobile in-app” or electronic documentation ("Software") which it accompanies, and which has been provided to Licensee without payment of any fees or costs. This Agreement takes precedence over any other agreement or terms embedded within the software.

Assent to Be Bound

By tapping the "I accept the terms..." during registration, by executing a written copy of this Agreement, or by downloading, installing, copying or otherwise using this Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree with any term or condition, do not download, open, install or use the Software. Contact Echelon Prime Foundation to arrange to be removed from the Beta Testing program at no charge to Licensee. In addition, certain third-party code may be provided with the Software and/or Service. The third-party license terms accompanying such code, and not the terms of this Agreement, will govern your use of such code.



Feedback from Licensee

It is expressly understood, acknowledged and agreed that Licensee shall, regardless of whether or not formally requested to do, provide to Echelon Prime Foundation reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, "Feedback"). Contingent upon all of the terms and conditions herein and especially upon Licensee's obligations to provide Feedback, Licensee grants Echelon Prime Foundation, under all of Licensee's intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Echelon Prime Foundation product, technology, service, specification or other documentation (individually and collectively, "Echelon Prime Foundation Products"); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Echelon Prime Foundation Product; (iii) solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a Echelon Prime Foundation Product, technology or service. Further, Licensee warrants that Licensee's Feedback is not subject to any license terms that would purport to require Echelon Prime Foundation to comply with any additional obligations with respect to any Echelon Prime Foundation Products that incorporate any Feedback.

Grant of License

Subject to the terms and conditions of this Agreement, Echelon Prime Foundation grants to Licensee a non-exclusive, non-transferable license (without the right to sublicense) to use the Software solely for purposes of internal testing and evaluation.

Restrictions on Grant

Except as otherwise specifically permitted in this Agreement, Licensee may not:(a) Modify or create any derivative works of any Software or documentation, including translation or localization (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) Copy the Software except as provided in this Agreement or elsewhere by Echelon Prime Foundation; (c) Separate Software, which is licensed as a single product, into its component parts. (d) Sublicense or permit simultaneous use of the Software by more than one user; (e) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product the Software (except to the extent applicable laws specifically prohibit such restriction); (f) Redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. You may NOT transfer the Software under any circumstances; (g) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (h) Capture and publish any screen shots of the Software’s user interface, user workflow or any other graphical user interface assets online, to the the public or a third party without Echelon Prime Foundation prior written consent; (i) Publish any results of benchmark tests run on any Software to a third party without Echelon Prime Foundation prior written consent.

Beta-Software Product Support

Echelon Prime Foundation is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Software will be corrected.

Ownership and Copyright of Software

Title to the Software and all copies thereof remain with Echelon Prime Foundation and/or or its suppliers. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, Echelon Prime Foundation does not grant any express or implied right to Licensee under Echelon Prime Foundation patents, copyrights, trademarks, or trade secret information.


This Software is Confidential Information. Licensee will not disclose Software or any comments regarding Software to any third party without the prior written approval of Echelon Prime Foundation. Licensee will maintain the confidentiality of Software with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. Licensee will not be liable for the disclosure of any Confidential Information which is: (a) in the public domain other than by a breach of this Agreement on Licensee's part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to Licensee without any limitation on use or disclosure prior to its receipt from Echelon Prime Foundation; or (d) independently developed by Licensee's employees; or(e) generally made available to third parties by Echelon Prime Foundation without restriction on disclosure.

Terms Of This Agreement

Licensee's rights with respect to the Beta Software will terminate upon the earlier of (a) the initial commercial release by Echelon Prime Foundation of a generally available version of the Software or (b) six months after the last date Recipient receives the Software or any update thereto. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to Echelon Prime Foundation (or, at Echelon Prime Foundation' request, destroy), the Software, Documentation, and all other tangible items in Licensee's possession or control that are proprietary to or contain Confidential Information.

Limitation on Liability

Provision of any Software under this Agreement is experimental and shall not create any obligation for Echelon Prime Foundation to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL Echelon Prime Foundation OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF Echelon Prime Foundation HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Echelon Prime Foundation will not be held liable for Licensee motor vehicle accidents of any nature. Echelon Prime Foundation is created for use while not driving as to limit Licensee distraction and risk of accident. This Agreement constitutes the Licensee may not hold Echelon Prime Foundation liable for any motor vehicle related accidents or any degree of damage from said accidents.

Export Restrictions

Licensee acknowledges that Software is of U. S. origin. Recipient agrees to comply with all applicable international and national laws that apply to the Software, including the U. S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U. S. and other governments.

Entire Agreement

This Agreement constitutes the complete and exclusive agreement between Echelon Prime Foundation and Licensee with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by an authorized representative of Echelon Prime Foundation and Licensee.