______________________________________________________________________ DIVERSITY UNIVERSITY EDUCORE SOFTWARE BETA TEST AGREEMENT ______________________________________________________________________ This is an agreement between Diversity University and you (the "Tester") in which the Tester agrees to test a beta version of the software program known as the eduCore (the "Software") and keep Diversity University apprised of the test results. The agreement is effective when signed by the Tester and returned to Diversity University, at which time a copy of the software will be provided to the Tester by Diversity University. 1. Diversity University's Obligations: Diversity University shall provide the Tester with a copy of the Software and any necessary documentation . Diversity University shall either inform the Tester of changes in the Software required to fix bugs and other errors or perform those changes itself during the beta test period. Upon satisfactory completion of the testing and public release of the production version, Diversity University shall grant the Tester a free noncommercial license to the production version of the Software and related materials (attached as Appendix A), contingent upon Diversity University's decision to proceed with production of the Software. 2. Tester's Obligations: The Tester shall install and test the Software under normally expected operating conditions in the Tester's environment during the test period. The Tester shall gather and report test data as follows: (a) all bugs and other errors discovered in the Software and related materials shall be reported, (b) suggestions for improvements in the Software and related materials shall be made, including those relating to features, ease of use, and documentation, and (c) these reports shall be made at intervals of not less than two weeks, to Diversity University's representative, Eric Mercer (mercer@du.org) by e-mail or by posting to a mail folder at the test site specifically established for this purpose. 3. Use and Modification of the Software: The Tester shall use the software for non-commercial purposes only. The Tester shall be entitled to modify the Software during the beta test period. The Tester understands that Diversity University shall have no responsibility for bugs or other errors introduced as a result of modifications performed by the Tester or any of its employees or agents. In no case will the Tester remove any copyright or other proprietary notices from the software. 4. Term of Agreement: The test period shall last from the time the signed copy of this agreement is received by Diversity University, until the earlier of May 31, 1997, or the date of the Software's production release. This Agreement shall terminate at the end of the test period or when Diversity University asks the Tester to return the Software, whichever occurs first. The Tester may also terminate this Agreement by notifying Diversity University and destroying the original, all its copies of the Software, and all related materials, and erasing all portions thereof from computer memory and other media. This Agreement may be extended by mutual written consent of Diversity University and the Tester. The restrictions and obligations contained in Clauses 5, 6, 7 and 8 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind the Tester, its successors, heirs and assigns. 5. Retention of Software and Materials: If the testing period is ended by any mechanism other than the production release of the Software, the Tester shall promptly (within 10 days) destroy the original and all its copies of the Software and all related materials and erase all portions thereof from computer memory and other media. If the testing period is ended by the Software's production release, the Tester shall be entitled to keep the Software and all related materials, and the appropriate production release license will take effect. The Tester acknowledges understanding that the Software is a beta version and may not include all features included in the production version. The Tester agrees that Diversity University shall have no liability for bugs or errors in the Software that have not been corrected by the end of test period. Aside from such bugs and errors, any copies of Software retained at the end of the test period shall be subject to all benefits and terms associated with the applicable production release license. 6. Disclaimer of Warranty: The Tester understands and acknowledges that the Software is a test product and its accuracy and reliability are not guaranteed. Owing to its experimental nature, the Tester is advised not to rely exclusively on the Software for any reason. The Tester waives any and all claims it may have against Diversity University arising out of the performance or nonperformance of the Software. THE SOFTWARE IS PROVIDED AS IS, AND DIVERSITY UNIVERSITY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. Limitation of Liability: Diversity University shall not be responsible for any loss or damage to the Tester or any third parties caused by the Software or by Diversity University's performance of this Agreement. DIVERSITY UNIVERSITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT. 8. No Rights Granted: The Tester understands and acknowledges that the Software is provided for its own use for the purposes stated in this Agreement only. This Agreement does not constitute a grant or commitment to grant any right, title or interest in the Software or Diversity University's trade secrets to the Tester. The Tester may not sell or transfer any portion of the Software to any third party. The Tester shall clearly identify the Software as Diversity University's property. "Diversity University," and "eduCore" are trademarks of Diversity University, Inc. 9. No Assignments: This Agreement is personal to the Tester. The Tester shall not assign or otherwise transfer any rights or obligations under this Agreement. 10. Entire Agreement: This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. Any representation, promise or condition not explicitly set forth in this Agreement shall not be binding on either party. All additions or modifications to this Agreement must be made in writing and must be signed by both parties to be effective. Headings shall not be considered in interpreting this Agreement 11. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. 12. Applicable Law: This Agreement is made under, and shall be construed according to, the laws of the State of Ohio, in the United States of America. Tester Name: ____________________________________________ (signature) ____________________________________________ (typed or printed name) Title: ____________________________________________ Organization: ____________________________________________ Date: ____________________________________________ ______________________________________________________________________ APPENDIX A - LICENSE OF THE EDUCORE PRODUCTION RELEASE FOR NON-COMMERCIAL USE ______________________________________________________________________ LIMITED LICENSE FOR NON-COMMERCIAL USE OF THE DIVERSITY UNIVERSITY EDUCORE MOO DATABASE SOFTWARE 1. INTRODUCTION. Please read this License Agreement ("License") carefully since it contains important contract rights and obligations between you ("you") and Diversity University ("Diversity University"), as well as important limitations on those rights. Agreement to this License is required for use of the Software and Documentation, as defined below. 2. CHANGES. This License may be changed by Diversity University providing notice of a change in the same location or manner that it makes the form of this License (or any later versions) generally available. You may terminate this License at any time, including at any time after Diversity University posts this notice of change. In any event, Diversity University may not make a change to this License that requires payment from you unless you specifically agree. 3. DEFINITIONS. This License applies to the Software and the Documentation. The "Software" is the eduCore MOO Database and associated components. A "MOO Database" is a Multi-user-domain Object Oriented ("MOO") database that when accessed by a MOO server can be used to simulate a virtual reality world. A "MOO Server" is software that interprets a MOO Database, and performs those functions on the machine on which it runs to allow users to access a virtual world simulated by the MOO. Together a MOO Database and a MOO Server comprise a "MOO System." The "Documentation" is the user documentation, manuals, instructions or descriptions relating to the Software that Diversity University generally makes available. 4. SCOPE OF GRANT. Diversity University grants you a non-exclusive, non- assignable, limited, worldwide, royalty-free license to use the Software and the Documentation for non-commercial purposes only. This License does not grant you the right to use the Software or the Documentation for any commercial purposes. Use for commercial purposes includes but is not limited to use by commercial organizations or in any commercial environment (including internal use), integration of all or part of the Software or the Documentation into a product for sale, license, or commercial access by or on your behalf to third parties, or distribution of the Software or the Documentation to third parties that use it to facilitate the use of a product sold or licensed by you or on your behalf. (If you wish to use the Software for commercial purposes, you should contact Diversity University to negotiate an appropriate license.) The Software comprises a MOO Database and associated components only, and in order to establish an operating MOO System YOU MUST ALSO OBTAIN A COMPATIBLE MOO SERVER TO RUN THE MOO DATABASE. In addition, the Software contains elements derived from the LambdaCore MOO database, which elements may be subject to their own copyright and other licensing issues. This License only extends to elements of the Software created by Diversity University. Diversity University makes no representations or warranties with respect to the LambdaCore MOO database from which elements of the Software are derived, or related intellectual property rights. (a) As a non-commercial licensed user, you may: (i) install all or part of the Software in one or more MOO Systems; (ii) run the Software on a computer; (iii) copy the Software and the Documentation for private archival purposes, provided any copy must contain all of the original proprietary and intellectual property rights notices; and (iv) modify the Software or create derivative works of the Software ("Derivative Works"), subject to the limitations and conditions described in this License, and provided any Derivative Works must contain all of the original proprietary and intellectual property rights notices. (b) As a non-commercial licensed user, you may not: (i) copy the Software or the Documentation other than as specified above; (ii) distribute the Software or the Documentation; (iii) remove any proprietary or intellectual property rights notices or labels on the Software or the Documentation; (iv) rent, lease, grant a security interest in, or otherwise transfer rights to the Software or the Documentation; or (v) distribute any Derivative Work which is the result of the Software being modified (as opposed to being used to create or facilitate an end result) without Diversity University's prior written consent, which Diversity University may not unreasonably withhold. (c) This License does not include or apply to any updates or support for the Software, which may, however, be available under a separate license. 5. TITLE. Title, ownership rights, and intellectual property rights in the Software and the Documentation shall remain in Diversity University. This License does not include the right to sublicense the Software or the Documentation and may not be assigned (by operation of law or otherwise) without the prior written consent of Diversity University. You are permitted to modify or create Derivative Works. However all portions of the Software that were included in the original version of the Software will continue to be owned by Diversity University and may not be sublicensed or otherwise assigned without the prior written consent of Diversity University. In addition, if you have modified the Software in any way, any notification that appears to users of the Software that they are using the Software, or that appears elsewhere on your systems, literature, or marketing materials, must also carry prominent notification that you have modified the Software and that the Software that users are using is derived from or run on a modified "eduCore" database. In no case will you remove any proprietary or intellectual property rights notices from the Software or the Documentation. You may use Diversity University's name or trademarks only as specifically allowed by this License or by Diversity University's policies that it may announce from time to time. "Diversity University" and "eduCore" are trademarks of Diversity University. 6. CONTENT. Title, ownership rights, and intellectual property rights in and to any materials accessed through the Software is the property of the applicable materials' owner and may be protected by applicable copyright or other law. This License gives you no rights to such materials, nor does Diversity University have any liability for materials accessed using the Software. 7. DISCLAIMER OF WARRANTY. THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE OR THE DOCUMENTATION IS BORNE BY YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU AND NOT DIVERSITY UNIVERSITY ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE SOFTWARE HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS YOUR REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. 8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (CONTRACT, TORT-INCLUDING NEGLIGENCE-OR OTHERWISE), SHALL DIVERSITY UNIVERSITY OR ITS TRUSTEES, EMPLOYEES, CONTRACTORS, SUPPLIERS, DISTRIBUTORS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DIRECT DAMAGES, EVEN IF DIVERSITY UNIVERSITY OR ITS TRUSTEES, EMPLOYEES, CONTRACTORS, SUPPLIERS, DISTRIBUTORS OR RESELLERS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF THOSE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS THIS LIMITATION. IN ADDITION, SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO, TO THE EXTENT THAT THEY DO NOT, THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. 9. HIGH RISK ACTIVITIES. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Diversity University and its trustees, employees, contractors, suppliers, distributors and resellers specifically disclaim any express or implied warranty of fitness for High Risk Activities. 10. TERMINATION. Either party may terminate this License in the event of default by the other party. In addition, this License will terminate automatically if you fail to comply with the limitations described in this License. You may terminate this License at any time by destroying the Software and the Documentation, and all copies, including those installed in a MOO database system. Upon any termination of this License, you shall immediately discontinue use of the Software and the Documentation and destroy all your copies of the Software and the Documentation, and certify in writing to Diversity University that this destruction has occurred. All sections of this License, except for Section 4, survive termination of this License. 11. GOVERNING LAW AND DISPUTES. Since Diversity University is a nonprofit corporation organized under the laws of the State of Ohio, USA, this License is to be interpreted under Ohio law (except for conflicts of law principles) and, unless Diversity University agrees to another jurisdiction or tribunal, all disputes as to this License, if they cannot be resolved by the parties between themselves, will be brought in state or federal courts located in Ohio, and you agree that those courts will have jurisdiction over those disputes. 12. MISCELLANEOUS. This License represents the complete and exclusive statement of the agreements concerning this License between the parties and supersedes all prior and contemporaneous agreements and representations between them. This License may only be amended as specifically set forth in Section 2 above. If any provision of this License is held to be unenforceable for any reason, that provision shall be reformed only to the extent necessary to make it enforceable, and that decision shall not affect the enforceability (i) of that provision under other circumstances or (ii) of the remaining provisions of this License under all circumstances. If either party waives any provision of this License, that waiver shall not be deemed to be a continuing waiver of the same or any other provision. Headings shall not be considered in interpreting this License. Any rights not expressly granted in this License are reserved by Diversity University. ________