Logistic for Lotus Domino v1.0.1

Purge, Compliance, & Discovery for Domino.

Get a 10-user, fully functional version for free!

No form to fill out. Every feature works. Nothing is disabled. No license code to purchase. Simply download, install, and you are ready to run on up to 10 users for free.

Need to run on more than 10 users?  Contact our purchasing team to find out how.

VantagePoint for Server Documents Alpha 2

Effortless Server Document Audit & Monitoring.

Download the public Alpha today for free!

You can download and use the public Alpha version absolutly free!  Every feature works, nothing is disabled, and there are no limits on usage.

Test Agreement ALPHA TEST AGREEMENT WHEREAS, Licensor is the proprietor of certain computer programs, which it desires to have tested and evaluated on certain computer equipment identified herein on the terms and conditions hereof; and WHEREAS, Licensee is willing to accept a license of such computer programs for purposes of testing and evaluation on such computer equipment on the terms and conditions hereof; NOW THEREFORE, in consideration of the premises, as well as the mutual obligations herein made and undertaken, the parties, intending to be legally bound, do hereby covenant and agree as follows: Article 1 DEFINITIONS For purposes of this Agreement, the following definitions shall apply: 1.1 “Documentation.” Licensors user manuals, technical documentation, and other technical materials respecting the Software prepared by Licensor and furnished to Licensee. 1.2 “Primary Location.” Licensee’s main office facility located at __________________________ _____________________________________________________________________________. 1.3 “Peripheral Locations.” The offices / data center facilities of Licensee located at ____________________________________________________________________ and such other locations of Licensee as shall be approved in writing by Licensor from time to time. 1.4 “Licensed Programs.” The computer programs or disk packs listed on the schedule at Exhibit A hereto. 1.5 “Software.” The Licensed Programs and the Documentation. 1.6 “Test Equipment.” The computer equipment, including the specific CPUs and peripheral equipment, and the telecommunications equipment, owned/leased by Licensee only at the Primary Location and at the Peripheral Locations. 1.7 “Alpha Test.” A test of the operation of the Software in use by Licensee. Article 2 LICENSE 2.1 Licensor hereby grants to Licensee, upon the terms and subject to the conditions set forth in this Agreement, a limited, nontransferable, non-exclusive license to install and use the Licensed Programs on the Test Equipment owned/leased by Licensee only at the Primary Location and at the Peripheral Locations for purposes of the Alpha Test to be conducted pursuant to this Agreement. Upon conclusion of the Alpha Test, and acceptance by Licensee of the Software pursuant to Article 7.1 hereof, Licensor shall grant to Licensee a nontransferable, non-exclusive license to use the Software only for internal business purposes and solely at the Principal Location and the Peripheral Locations on the central processing units (CPUs) identified in accordance with the terms of the standard form Software License Agreement of Licensor as set forth at Exhibit B hereto. Article 3 SOFTWARE DEPLOYMENT 3.1 Delivery Schedule. On approximately _________________________ (the “Commencement Date”), Licensor shall deliver the Software to Licensee and the Alpha Test activities set forth herein shall begin. Within _______________ of the Commencement Date, the Alpha Test activities shall conclude and Licensee shall either accept or reject the Software pursuant to Article 7.1 hereof. 3.2 Installation. To the extent that the Test Equipment is not already installed, Licensee shall, at its own expense, procure and install the Test Equipment. Licensee shall complete installation and preparation of the Test Equipment at the Primary Location and the Peripheral Locations no later than ___________________________. Licensee shall install the Software at the Primary Location, with Licensor’s cooperation and assistance as required. Licensee shall, at its own expense, prepare and maintain the Test Equipment at the Primary Location and the Peripheral Locations to ensure that the physical environment is suitable for installation, operation, and testing of the Software and that proper utilities are in place. 3.3 Access. Licensee shall grant appropriate representatives of Licensor reasonable access to the Test Equipment in the form of log files, databases, and all other computer files which are required for purposes of installation, operation, and maintenance of the Licensed Programs and the Alpha Test. Article 4 TEST PROCESSES 4.1 Alpha Test Coordinators. Licensor and Licensee shall each designate a qualified representative as project coordinator (the “Coordinators”), to be responsible for supervising and coordinating the implementation of the Software and the Alpha Test. In order to facilitate the Alpha Test, Licensee’s Coordinator shall also be responsible for obtaining and providing reasonable information about Licensee and its business opera¬tions, relevant data-processing operating procedures, and such other information as Licensor may reasonably require in order to conduct and evaluate the Alpha Test of the Software. Licensee’s Coordinator shall have the authority to accept the System on behalf of Licensee pursuant to Article 7.1 hereof. Licensor’s Coordinator shall be responsible for supervising the collection of test information and coordinating the implementation of the Software and the Alpha Test. 4.2 Alpha Test Plan and Alpha Test Acceptance Criteria. All Plans and Criteria will be distributed via online distribution methods including, but not limited to, electronic messaging (e-mail) and online bulletin board system (forum). 4.3 Weekly Test Plans. Beginning with the Commencement Date Licensor shall have in place a method of communicating the Alpha Test activities, including entry of Licensee’s data and test operations to be conducted during the current week. The parties shall jointly enter the planned agenda via the communications method, which will serve as a record of all Alpha Test activities and results (the “Test Book”). In addition, both parties shall jointly maintain a copy of the Alpha Test Plan and periodically annotate it with the results of weekly tests. To the extent that any planned procedures are not completed on schedule, the Coordinators shall reschedule the procedures as reasonably necessary. 4.4 Daily Test Procedures. Beginning on the Commencement Date and continuing for ____________ thereafter (the “Test Period”), on each test day, Licensee’s Coordinator shall perform the test routine outlined in the Alpha Test Plan if such a routine is scheduled and shall collect test data reflecting the results of the previous day’s test session if such a routine was scheduled. Licensee’s Coordinator shall record the test results of the previous day in the Test Book. During the operation of the Software in the Test Period, unusual, unplanned, or out-of-the-ordinary events observed by any of Licensee’s personnel respecting the Alpha Test of the Software shall be reported to Licensee’s Coordinator, and Licensee’s Coordinator shall enter a detailed description of such events in the Test Book, supported by data, printouts, or other evidence of such events, as appropriate. 4.5 Special Tests Requested by Licensor. From time to time throughout the Test Period, Licensor may require additional or modified tests of the Software not set forth in the Alpha Test Plan. Such tests will generally relate to modifications made to the Software. Any such additional or modified tests shall be recorded in the Alpha Test Plan and the weekly testing agenda in the Test Book shall be revised accordingly. 4.6 Weekly Review. At a mutually agreeable time during each week of the Test Period, the Coordinators, along with any other appropriate personnel, shall meet to review the week’s progress and test results. Each party shall furnish a written report at each meeting describing relevant issues raised and conclusions reached during the preceding week with regard to the Alpha Test. Copies of the weekly reports shall be attached to the Test Book. 4.7 Failure Reporting. Licensee’s personnel shall report each instance of any failure or malfunction of the Licensed Programs (a “Program Failure”) in full (including, without limitation, description of the application then underway and the specifics of the Program Failure). If any Program Failure results in damage to files or data or if the frequency of Program Failures is excessive under the circumstances, Licensee’s Coordinator shall notify Licensor’s Coordinator for appropriate corrections. Copies of the reports regarding Program Failures shall be filed and retained in the Test Book. 4.8 Alpha Test Milestone Reports. As set forth in the Alpha Test Plan, the Coordinators shall jointly prepare and render milestone reports at periodic intervals. Each report shall outline the findings based on testing and review of the Software in light of the objectives established as well as any changes made to meet such test objectives. The Coordinators shall include in such reports any other appropriate comments, such as observations, notations of deficiencies in Software functions, or suggestions for the correction, modification, or enhancement of the Software. Copies of the milestone reports shall be filed and retained in the Test Book. 4.9 Alpha Test Completion Report. Following termination of the Test Period, the Coordinators shall meet and prepare a Alpha Test completion report as outlined in the Alpha Test Plan. After the completion report has been reviewed and any discrepancies have been reconciled, each party shall countersign the completion report and file it in the Test Book, upon which date the Alpha Test of the Software will be deemed completed (the “Test Completion Date”). 4.10 Remuneration. Licensee enters into this Agreement on a voluntary basis. At no point will Licensee demand or expect compensation for time and services in any manner including but not limited to monetary payment. The promise of any incentives made by Licensor are on good faith that Licensee will conduct themselves in a professional manner by completing all assigned tasks in a timely manner and will refrain from engaging in any lewd, threatening, or lascivious conduct in any manner whatsoever including e-mails, forum postings, phone conversation, and any other form of communication between Licensee and any other member of the Alpha Test team including, but not limited to, Licensor’s employees. Licensee understands that any incentives offered may be revoked at any time for not completing assigned tasks or acting out in a manner that is not deemed professional. Article 5 PROPRIETARY INFORMATION 5.1 The Software. Licensee acknowledges that the Software is protected by copyright and trade secret interests of Licensor and that Licensee has no rights to transfer or reproduce the Software or prepare any derivative works with respect to, or disclose confidential information pertaining to, the Software or any part thereof. Under no circumstances shall Licensee be deemed to receive title to any portion of the Software, title to which at all times shall vest exclusively in Licensor. Licensor repre¬sents to Licensee that it either owns or has the right and authority to grant Licensee the license granted herein to the Software without infringing the proprietary rights of others. Licensor hereby agrees to indemnify Licensee against any claim of infringement relating to the Software, provided that Licensee gives Licensor prompt notice of any such claim and agrees to immediately terminate any use alleged to be the basis of infringement. 5.2 Alpha Test Materials. All materials relating to the Alpha Test, including, without limitation, the Program Failure reports, the Alpha Test completion report, the Alpha Test Plan, and the Test Book, shall be the exclusive property of Licensor. Licensee shall deliver all copies of such materials to Licensor no later than 10 days after the Test Completion Date. At that time, Licensor shall review such materials and return to Licensee any items of value to Licensee that do not contain Confidential Information of Licensor (as defined in Article 11, Section 1.1 below) and that Licensor does not, in the exercise of its reasonable discretion, object to returning to Licensee. Article 6 SOFTWARE CONFIGURATION 6.1 Licensee shall preserve the Software free from any liens, encumbrances, and claims of any individual or entity. Licensee shall not use or permit the use of the Software in any manner likely to cause damage to any portion of it. Licensee shall not permit any part of the Software to be removed from the Primary Location or any Peripheral Location without Licensor’s prior written consent. Licensee shall not make or permit any alterations to the Software without Licensor’s prior written consent. Article 7 SOFTWARE ACCEPTANCE 7.1 Unless Licensee rejects the Software by written notice to such effect within 10 business days after the Test Completion Date, Licensee shall be deemed to have fully accepted the Software as of the Test Completion Date, and upon such acceptance, this Agreement shall be superseded by execution of Exhibit B, the Software License Agreement. Notwithstanding the termination of this Agreement, the confidentiality obligations set forth in Article 11 hereof shall survive. Article 8 WARRANTIES AND REMEDIES 8.1 Limitation of Licensor’s Warranties. EXCEPT AS EXPRESSLY HEREIN WARRANTED BY LICENSOR IN ARTICLE 5.1 WITH RESPECT TO OWNERSHIP OF OR RIGHT TO LICENSE THE SOFTWARE, THE SOFTWARE, INCLUDING ALL LICENSED PROGRAMS AND DOCUMENTATION, IS PROVIDED AS IS, AND LICENSOR DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, MADE WITH RESPECT TO IT, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8.2 Limitation of Damages. LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE OR ANY OTHER INDIVIDUAL OR ENTITY CONNECTED WITH LICENSEE FOR ANY CLAIM, LOSS, OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT OR ARISING OUT OF OR IN CONNECTION WITH (1) THE DEFICIENCY OR INADEQUACY OF THE SOFTWARE FOR ANY PURPOSE, WHETHER OR NOT KNOWN OR DISCLOSED TO LICENSEE; (2) THE USE OR PERFORMANCE OF THE SOFTWARE OR ANY FILES, DATA, OR COMPUTER SYSTEMS RELATED THERETO OR USED IN CONNECTION THEREWITH; (3) ANY INTERRUPTION OR LOSS OF SERVICE OR USE OF THE SOFTWARE, OR ANY FILES, DATA, OR OTHER COMPUTER SYSTEMS; (4) ANY SOFTWARE FAILURE; OR (5) ANY LOSS OF PROFITS, SALES, BUSINESS, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE OF ANY KIND OR NATURE RESULTING FROM THE FOREGOING. 8.3 Acknowledgments. Licensor does not warrant that the Software will meet Licensee’s requirements or that the use or operation thereof will be uninterrupted or error-free. On the contrary, Licensee acknowledges that the Software has not been fully tested and that the purpose of this Agreement is to provide for the Software to be tested and evaluated. As a result of the foregoing, Licensee waives any and all claims that it may have against Licensor arising out of the performance or nonperformance of the Software including, but not limited to, data loss and data corruption. Licensee shall retain a current, error-free backup of all data in such an event that Software causes data loss or data corruption. Article 9 RETURN OF MATERIALS 9.1 If the Software is not accepted by Licensee in accordance with Article 7.1 hereof or if the parties do not forthwith after acceptance execute the attached Software License Agreement respecting the Software, Licensee shall promptly deliver to Licensor the Software and all material related thereto. Article 10 TERM 10.1 The term of this Agreement shall begin upon the date of execution hereof and shall continue thereafter until the earliest of (1) the rejection of the Software by Licensee pursuant to Article 7.1 hereof, (2) the acceptance of the Software pursuant to Article 7.1 hereof and the execution by the parties of the Software License Agreement, or (3) the return of the Software in accordance with Article 9.1 hereof. Notwithstanding the termination of this Agreement, the confidentiality obligations set forth in Article 11 hereof shall survive. Article 11 CONFIDENTIALITY AND NON-COMPETE 11.1 Acknowledgment of Confidentiality. Licensee acknowledges that the Software provided by Licensor and the test results and work product contain and constitute commercially valuable, proprietary trade secrets and confidential information of Licensor (the “Proprietary and Confidential Information”), the development of which involved the expenditure of substantial time and money and the use of skilled development experts. Proprietary and Confidential Information shall not include information that is (1) already in the public domain; (2) discovered or created by Licensee independent of any involvement with Licensor or The Software; or (3) otherwise learned by Licensee through legitimate means other than from Licensor or anyone connected with Licensor. Licensee acknowledges that the Proprietary and Confidential Information is disclosed to it on a confidential basis to be used only as may be expressly permitted by the terms and conditions of this Agreement, and that during the term of this Agreement and thereafter for seven years, Licensee shall not, without the prior written consent of Licensor, disclose, transfer, or release any Proprietary and Confidential Information, in whole or in part, alone or in combination with any other information, to any individual or entity. 11.2 Employee Confidentiality. Licensee hereby covenants and agrees that, during the term of this Agreement and thereafter for as long as reasonably necessary for Licensor’s protection, it shall require all of its employees, agents, and independent contractors, including, without limitation, Licensee’s Coordinator, who have any access to the Proprietary and Confidential Information, to abide by the confidentiality provisions of this Agreement, provided, however, that for employees of Licensee over which Licensee no longer has any control as a result of the termination of their employment, Licensee’s obligations pursuant hereto shall be to assist Licensor in requiring such employees to keep all of the Proprietary and Confidential Information confidential. 11.3 Trademark and Trade Name. Licensee acknowledges that Conxsys, the Conxsys ‘X’ logo and VantagePoint are trade names, trademarks, or service marks of Licensor. Licensee shall not use Licensor’s trade names, trademarks, or service marks in connection with any advertising, marketing, or publicity campaign unless such usage is consented to in advance, which consent shall not be unreasonably withheld. Licensor, however, shall be granted use to Licensee’s trade names, trademarks, or service marks, including any quotes by Licensee’s Coordinator in connection with any advertising, marketing, or publicity campaign specifically related to the Software. 11.4 No Competition. Licensee agrees for a period of seven (7) years following the date hereof (the “Non-Compete Period”) to not directly or indirectly, either individually or with others, engage or have any interest, as an owner, employee, representative, agent, consultant or otherwise, in any business which is similar to the business conducted by the Licensor. There is no intention to prevent Licensee from using their general knowledge, experience, skill and know-how in a manner that is not competitive, provided the Licensee does not use, disclose, divulge or communicate any Proprietary and Confidential Information. Article 12 MISCELLANEOUS 12.1 Notices. Any notice, demand, or consent required hereunder shall, unless otherwise set forth herein, be in writing and be sent either by hand delivery or by postage-prepaid certified mail, return receipt requested, addressed to the recipient party at the following address (or at such further address as shall be requested from time to time by the recipient party): 5710 E. 7th Street #230, Long Beach, California, 90803. 12.2 Time of the Essence. Time is of the essence with respect to the performance of this Agreement. 12.3 Amendments; No Waiver. No Article of this Agreement may be changed, waived, discharged, or amended except by an instrument in writing signed by both parties hereto. No delay or failure on the part of any party hereto to exercise any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude any other further exercise thereof, or the exercise of any other power or right. 12.4 Binding Effect; No Assignment. This Agreement and the covenants and agreements contained herein shall be binding upon and inure to the benefit of the parties hereto. This Agreement shall not be assignable by Licensee without the prior written consent of Licensor, and any such purported or attempted assignment of this Agreement or any right or benefit conferred upon Licensee hereby shall be void and unenforceable. 12.5 Complete Statement. This Agreement, including the exhibits hereto, contains the full, final, and exclusive statement and agreement between the parties hereto, relating to the Software and the Documentation and the subject matter hereof, and supersedes any and all other inconsistent documents, agreements, correspondence, or oral statements. 12.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws and decisions of the State of California, United States of America. Exhibit A LICENSED PROGRAMS 1.1 Licensed Programs. VantagePoint for Server Documents version 1.0 Alpha I and all subsequent Alpha releases for VantagePoint for Server Documents version 1.0. Exhibit B SOFTWARE LICENSE AGREEMENT 1.1 Software License Agreement. See document “End User License Agreement” bundled with software program.