Legal Beta Agreement

LEGAL BETA AGREEMENT

This Legal Beta Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: with a principal place of business at Provider Address: ("Provider"), and Beta Participant Name: with an address at Participant Address: ("Participant"). Provider and Participant are referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Provider has developed certain pre-release software, services, documentation, and related materials identified as Beta Materials that are not generally available to the public; and

WHEREAS, Participant wishes to obtain limited access to the Beta Materials for the purpose of evaluating functionality, compatibility, performance and providing Feedback (as defined below); and

WHEREAS, Provider desires to permit Participant to access and use the Beta Materials on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Beta Materials" means the specific pre-release software, updates, documentation, and related materials identified by Provider and made available to Participant under this Agreement. Participant will identify the particular Beta Materials to be tested in the field below:

1.2 "Confidential Information" means non-public information disclosed by one Party to the other, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.3 "Feedback" means any suggestions, enhancement requests, recommendations, or other feedback provided by Participant regarding the Beta Materials, including any bug reports, test results, or performance data.

2. GRANT OF ACCESS

2.1 Subject to the terms of this Agreement, Provider hereby grants Participant a non-exclusive, non-transferable, revocable, limited right to access and use the Beta Materials solely for the internal testing, evaluation and compatibility assessment described in this Agreement and solely during the Term. Participant shall not use the Beta Materials for any commercial production use or for benchmarking or competitive analysis without Provider's prior written consent.

3. PARTICIPANT OBLIGATIONS

3.1 Participant will (a) use commercially reasonable efforts to evaluate the Beta Materials in accordance with Provider's written instructions and the testing objectives entered below; (b) promptly report all material defects and provide substantive Feedback; and (c) not distribute, sublicense, copy, sell, transfer or make the Beta Materials available to any third party except as expressly permitted in writing by Provider.

4. CONFIDENTIALITY

4.1 Each Party will: (a) hold the other Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement; and (c) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement.

4.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure without breach of any obligation; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

4.3 If a receiving Party is compelled by law to disclose Confidential Information, it will provide the disclosing Party prompt written notice and cooperate, at the disclosing Party's expense, in any lawful effort to obtain a protective order or other remedy.

5. FEEDBACK; INTELLECTUAL PROPERTY

5.1 Participant hereby assigns and agrees to assign to Provider all right, title and interest in and to any Feedback. To the extent such assignment is ineffective under applicable law, Participant hereby grants Provider a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, modify, distribute and exploit Feedback for any purpose.

5.2 Participant grants Provider the right to freely use any anonymized usage data generated through Participant's use of the Beta Materials for product development, analytics and improvement purposes.

Participant consents to anonymized usage data collection and processing as set forth above.

6. PERSONAL DATA; SECURITY

6.1 Each Party will comply with applicable data protection laws in connection with any personal data processed under this Agreement. Provider will implement reasonable administrative, physical and technical safeguards to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access.

7. TERM AND TERMINATION

7.1 This Agreement begins on the Effective Date and continues until the earlier of (a) completion of the Beta program as determined by Provider, or (b) termination by either Party upon thirty (30) days' prior written notice to the other Party, or (c) earlier termination for cause as provided herein.

7.2 Upon termination or expiration, Participant will cease all use of the Beta Materials and, at Provider's election, promptly return or destroy all copies of Beta Materials and certify such destruction in writing.

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

8.1 Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 PARTICIPANT ACKNOWLEDGES THAT THE BETA MATERIALS ARE PRE-RELEASE, MAY CONTAIN BUGS OR DEFECTS, AND ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS (US$100.00) OR, IF GREATER, THE AMOUNT ACTUALLY PAID BY PARTICIPANT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. Enter an alternate liability cap if the Parties agree:

10. INDEMNIFICATION

10.1 Participant will indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Participant's breach of this Agreement, (b) Participant's grossly negligent or willful misconduct in connection with the Beta Materials, or (c) Participant's use or distribution of the Beta Materials in violation of this Agreement.

11. NOTICES

All notices required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth below (or to such other address as a Party may designate by notice):

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement will operate as a waiver of that right. This Agreement may be executed in counterparts, each of which constitutes an original, and all of which together constitute one and the same instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 This Agreement will be governed by and construed in accordance with the laws of the jurisdiction chosen by the Parties. Specify governing law jurisdiction:

13.2 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral.

13.3 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will remain in full force and effect, and the Parties will negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that, to the extent possible, achieves the Parties' original intent.

14. MISCELLANEOUS PROVISIONS

14.1 Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

14.2 Publicity: Neither Party will issue any press release or public statement regarding the relationship contemplated by this Agreement without the prior written consent of the other Party, except that Provider may list Participant as a beta tester in marketing materials if Participant provides prior written consent to such listing.

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