We appreciate your interest in being a ReliaQuest Beta Program participant! As mentioned in the ReliaQuest GreyMatter Beta Program Package, as a ReliaQuest Beta Program participant, you must agree to several conditions before you begin testing materials. Here's a summary of the main participation terms:

• You acknowledge that you are participating in a ReliaQuest GreyMatter Beta Program (the “Program”) and the information you learn as a Beta participant is confidential and cannot be shared.


• Your participation as a Beta participant is free of charge, and ReliaQuest does not require a minimum number of participation hours from you.


• Any feedback or suggestions you offer ReliaQuest as part of the Program may be used by ReliaQuest to improve its products and services without compensation to you. Our hope is that with your feedback, you will have the opportunity to influence the direction of our new product(s) early in the release lifecycle.


• The Program is designed to give you the opportunity to access new and unreleased GreyMatter features, all of which are being provided through the Program without warranty and to be used at your own risk.


• ReliaQuest may terminate the Program, or your involvement as a Beta participant, at any time with or without reason.


• Once we complete a portion of the Program, we hope to publish a brief description of our findings, and we may reference your involvement.

IF YOU AGREE TO THESE CONDITIONS, PLEASE READ THE TERMS OF THIS BETA PROGRAM AGREEMENT ("AGREEMENT") GOVERNING THE PROGRAM AND YOUR USE OF THE GREYMATTER FEATURES AND CAPABILITIES BEING OFFERED. BY SIGNING THIS AGREEMENT (OR ANY SEPARATE AGREEMENT REFERENCING THIS AGREEMENT), YOU ARE CONSENTING TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. THIS WILL CREATE A BINDING AGREEMENT.

Agreement

1. Confidentiality. You agree to protect any information learned through the Program or Beta Products (the “Confidential Information”) from disclosure by exercising at least the same degree of care you use to protect your own similar information, and in any event not less than reasonable care. This requirement will continue until the Confidential Information becomes publicly known.


2. Feedback. To the extent you choose to provide suggestions, ideas, feature requests, or recommendations (“Feedback”) to ReliaQuest relating to the Program or any Beta Products, (i) you hereby transfer to ReliaQuest your rights in the Feedback and (ii) ReliaQuest hereby grants back to you a nonexclusive, perpetual, irrevocable, paid-up license to copy, modify, distribute, and otherwise exploit such Feedback.


3. Acknowledgments. You acknowledge and agree that: (a) any capability, feature, component, or version of ReliaQuest’s GreyMatter solution offered through the Program (collectively, the “Beta Product”) is incomplete in development and has not been commercially released for sale by ReliaQuest; (b) the Beta Product may not be fully functional, and it is expected that it will contain errors, design flaws or other problems, including problems that may adversely impact the operation of your existing operations; (c) the Beta Product may not be reliable during the time you are participating in the Program; (d) the Beta Product and its use may result in unexpected results, loss of data, electrical failures or other unpredictable damage or loss to you; (e) ReliaQuest is under no obligation to release a commercial version of the Beta Product; (f) ReliaQuest may unilaterally abandon development of the Beta Product at any time and without any obligation or liability to you or any third party; and (g) ReliaQuest may use all Third Party Platform Providers as set forth and updated from time-to-time at Platform Sub-Processors.


4. DISCLAIMER OF WARRANTIES; LIMIT ON LIABILITY. THE BETA PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND WILL NOT CREATE ANY OBLIGATION FOR RELIAQUEST TO CONTINUE TO DEVELOP, SUPPORT, REPAIR, OFFER FOR SALE, OR IN ANY OTHER WAY CONTINUE TO PROVIDE OR DEVELOP THE BETA PRODUCT FOR YOU. RELIAQUEST MAKES NO WARRANTIES REGARDING THE BETA PRODUCT, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RELIAQUEST SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM INSTALLATION OR USE OF THE BETA PRODUCT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


5. Acceptable Use. Subject to the terms and conditions of this Agreement, ReliaQuest hereby grants you a personal, nonexclusive, nontransferable and revocable license to use the Beta Product solely for the purposes of testing and evaluating the Beta Product to assist ReliaQuest in the completion of its development, and not for any commercial purpose. You will not sell, transfer, reverse engineer, disassemble, or decompile the Beta Product. Your license will be valid only during the time that you are an active participant in the Program.


6. Ownership of Beta Product. ReliaQuest and its third-party suppliers retain exclusive ownership to all rights associated with the Beta Product, and any such title and interest therein (and any intellectual property rights embodied therein), including in any such ideas, concepts, know how, documentation, or techniques developed or learned by ReliaQuest during its provision of the Beta Product under this Agreement. The Beta Product is not considered work made for hire owned by you. All rights not expressly granted to you are reserved by ReliaQuest and there are no implied licenses herein.


7. Termination. Either party may terminate this Agreement and your participation in the Beta Program at any time for any reason or no reason upon written notice to the other party. Upon request from ReliaQuest, you will deliver to ReliaQuest all information relating to the Beta Product or disclosed to you as part of the Program.


8. Description of Deployment and Identification. You agree that ReliaQuest may publish a brief description of your involvement in the Program, request your participation in marketing events and testimonials on your experiences with the beta product and identify you as a participant in the Program on any of ReliaQuest’s websites, client lists, press releases, and other marketing materials.


9. Miscellaneous. You may not assign this Agreement without the prior written consent of ReliaQuest. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, excluding its conflicts-of-law principles. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be state and federal courts in Hillsborough County, Florida, and the parties agree to service of process in accordance with the rules of such courts. This Agreement forms the entire agreement between ReliaQuest and you regarding your participation in the Program. Neither party’s failure to exercise or delay in exercising any of its rights under this Agreement will constitute or be deemed a waiver or forfeiture of those rights. You acknowledge that any breach of your obligations under this Agreement with respect to the proprietary rights of ReliaQuest will cause ReliaQuest irreparable injury for which there are inadequate remedies at law, and, therefore, ReliaQuest will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect.