Podmailing Beta-Test License Agreement 07/2007

This Beta-Test License Agreement ("AGREEMENT") is a legal and binding contract between ZSLIDE S.A.S., a French company having its registered office at 111 rue Marceau, 93100 Montreuil-sous-Bois, France, ("ZSLIDE") and you, ("TESTER"), governing your access to and use of the Podmailing software ("SOFTWARE") and online service ("SERVICE").

1. Definitions

"Documentation" means the user manuals, training materials, and operating materials relating to the SOFTWARE or SERVICE, if any, ZSLIDE provides to TESTER under this AGREEMENT.
"Intellectual Property Rights" means any trade secrets, patents, copyrights, trademarks, know-how, moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including all applications and registrations relating to any of the foregoing.
"TESTER Hardware" means all computers, portable devices, consoles, set-top-boxes owned or controlled by TESTER.
"TESTER Network" means TESTER's internal or externally hosted computer network, which comprises TESTER Hardware.

2. Beta Stage

TESTER expressly recognizes that the SOFTWARE and SERVICE are currently under development in "beta stage" (as that term is used in the software and online service industry) and still contains many "bugs" (as that term is used in the software and online service industry) and that it may not function as intended and should be used with utmost care.
TESTER expressly agrees to receive service messages by e-mail from ZSLIDE relating to the beta-testing process, including maintenance announcements, new releases and new features announcements, and commits to upgrading the SOFTWARE when requested by ZSLIDE or otherwise to stop using the SOFTWARE and the SERVICE.
TESTER should not use the software if TESTER is not sufficiently proficient with computers to fully understand the implications of using "beta stage" software (as that term is used in the software and online service industry).
TESTER expressly commits to using the SOFTWARE at his own risk, and under the conditions and restrictions set forth in this AGREEMENT.

3. License Grant

3.1 License Grant: ZSLIDE hereby grants to TESTER, subject to the terms and conditions of this AGREEMENT a free, non-exclusive, temporary, nontransferable license, without rights to sub-license, to: (i) install the SOFTWARE on TESTER Hardware; (ii) use the Documentation and SOFTWARE and SERVICE on TESTER Hardware or through the TESTER Network solely as an experiment of the Podmailing service to provide user feedback, and to raise bugs or technical issues, and for no other purpose, including but not limited to use of the SOFTWARE or SERVICE to provide goods or services to end-users or the distribution of the SOFTWARE to end-users or other third parties; and (iii) reproduce the SOFTWARE and Documentation solely as necessary to support the permitted use by TESTER of the SOFTWARE and SERVICE.

3.2 Restrictions: TESTER acknowledges that the SOFTWARE and the SERVICE contain ZSLIDE trade secrets and accordingly TESTER agrees, to the extent permitted by applicable law, that TESTER shall not cause or permit reverse engineering, disassembly, de-compilation, or make any attempt to discover the source code of the SOFTWARE or SERVICE. TESTER will not alter or impair any acknowledgment of copyright or other intellectual property rights of ZSLIDE or any other right owner that may appear in the SOFTWARE, SERVICE or Documentation. TESTER shall not (i) further distribute, assign or resell the SOFTWARE or SERVICE, (ii) rent, lease or loan the SOFTWARE or SERVICE, (iii) use the SOFTWARE or SERVICE for profit, (iv) use the SOFTWARE or SERVICE for any unlawful purpose or (v) use the SOFTWARE or SERVICE to infringe on the copyright laws of your country of residence or (vi) use the SOFTWARE or SERVICE other than for testing and evaluation purposes.

3.3 Permission: TESTER hereby acknowledges that SOFTWARE and SERVICE will use TESTER Hardware and TESTER Network in order to perform file transfers between TESTER and other users of SOFTWARE or SERVICE. TESTER agrees to commit part of his upload bandwidth to participate in the delivery of files when he is the sender of the files and also when he is only a recipient of the files, and without counterpart. TESTER grants permission to SOFTWARE and SERVICE to use this upload bandwidth for file transfers automatically when TESTER is a sender or recipient of the files.

3.4 Recorded statistics: TESTER hereby acknowledges that in the course of natural usage, SOFTWARE and SERVICE will record on the client side and on the server side some usage statistics and performance measurements for the purpose of monitoring the service in quantitative and qualitative terms. These recorded statistics are similar to traditional logging as performed by Web servers, e-mail servers, and streaming media players. They do not include any private information such as the contents or the identity of the sender or the recipients of the files or messages sent or received by TESTER using the SOFTWARE or SERVICE. TESTER grants permission to SOFTWARE and SERVICE to log this usage including the IP address of the computer issuing the Internet connections and record data referring to file size, send date, number of recipients, maximal and average upload and download throughput, date of start and end of transfers, durations to start and finish transfers, protocol and software version numbers. The data will be kept for a maximum duration of six (6) months.

4. Ownership

ZSLIDE retains all right, title, and interest under its Intellectual Property Rights to the SOFTWARE, the SERVICE and the Documentation. Except for the license expressly granted in Section 3.1, TESTER obtains no right in the SOFTWARE, SERVICE or Documentation. TESTER acknowledges that the SOFTWARE, SERVICE and Documentation are being licensed and not sold under this AGREEMENT, and that this AGREEMENT does not transfer title in the SOFTWARE, SERVICE or Documentation, or any copy thereof, to TESTER. Without limiting the foregoing, TESTER may not sub-license or otherwise distribute or disclose the SOFTWARE or any portion thereof to any third party, or permit any third party to use the SOFTWARE or SERVICE.

5. Support

ZSLIDE shall have no obligation under this AGREEMENT to provide support for TESTER's use of the SOFTWARE or SERVICE.

6. Disclaimer of Warranty and Limitation of Liability

THE SOFTWARE, SERVICE AND DOCUMENTATION ARE BEING PROVIDED BY ZSLIDE TO TESTER ON AN "AS IS, WITH ALL FAULTS" BASIS. ZSLIDE MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE SOFTWARE, SERVICE OR DOCUMENTATION, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
IN NO EVENT SHALL ZSLIDE BE LIABLE TO TESTER OR ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OR COSTS, INCLUDING ATTORNEYS' OR EXPERTS' FEES, INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER OR OTHER SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE USE OF THE SOFTWARE, SERVICE OR DOCUMENTATION UNDER THIS AGREEMENT OR OTHERWISE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, SERVICE OR DOCUMENTATION, WHETHER OR NOT ZSLIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.

7. Term and Termination

The term of this AGREEMENT will begin on the Effective Date for a duration of three (3) months, unless this AGREEMENT is terminated earlier. Either party may terminate this AGREEMENT at any time and for any reason at its sole discretion upon written notice to the other party. Upon termination of this AGREEMENT, TESTER shall immediately uninstall and erase the SOFTWARE and return to ZSLIDE, or certify the destruction of, all physical copies of the SOFTWARE and Documentation in TESTER's possession or under its control.

8. Governing Law

THIS AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF FRANCE. THE PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF, AND AGREE THAT ANY LEGAL PROCEEDING WITH RESPECT TO OR ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT IN THE COMMERCIAL COURT OF PARIS, FRANCE.

9. General

This AGREEMENT embraces the full, complete understanding of the parties as to the subject matter hereof. All prior representations, understandings and agreements regarding the subject matter hereof whether written or oral, expressed or implied, are superseded and shall be of no effect. In the event of conflicting provisions between this AGREEMENT and a duly executed collateral agreement, the duly executed collateral agreement shall control.

Usage Conditions

Podmailing enables sending and receiving very large attachments with your standard e-mail address. File transfers are performed thanks to the HTTP protocol and the BitTorrent protocol and source code by Bram Cohen and others from BitTorrent Inc. Podmailing also supports opening .torrent files to start BitTorrent-compatible downloads.

Peer-to-Peer technologies such as BitTorrent can be very beneficial by following a few rules pertaining to the legitimate exchange of data on the Internet. zSlide strongly urges its users to refrain from any reprehensible use of Peer-To-Peer in general and of Podmailing in particular.

• You must not use Podmailing for illegal activities.
• You must not use Podmailing for spamming or any other invasion of privacy or other impermissible advertising or marketing activities.
• Making copyrighted material available to the public is probably illegal in your country: so do not perform illegal file sharing with Podmailing.
• If it is illegal in your country to send or receive certain files to and from people by e-mail, or to download and upload certain files using swarming Peer-to-Peer protocols such as BitTorrent, then do not use Podmailing to handle these files.
• Take notice that an unlawful usage of Podmailing is a case of termination of your Podmailing Beta-Test License Agreement.
• If you discover a file being made available to the public illegally using Podmailing, it will be removed upon notice to .
• In any case you are solely responsible for communicating data using Podmailing.

You must represent and warrant that:

• Your sent files do not infringe or violate any rights of any other person or entity;
• Your sent files are not obscene, libelous, defamatory or otherwise malicious or harmful to any person or entity;
• You will not use Podmailing in any way that is otherwise illegal or promotes illegal activities, including without limitation in any manner that might be discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age.

Disclaimer

zSlide prohibits any user of Podmailing from breaching any of the foregoing usage conditions.

zSlide considers privacy to be of utmost importance and will perform reasonable control of user activity only to ensure proper respect for privacy.

zSlide will never inspect the content of private podmails and their attached files, which represent a private communication.

zSlide will consider all declarations from individuals and companies claiming to suffer from illegal activities performed using Podmailing and zSlide will provide assistance to solve these legal issues within the framework of applicable Law.