Effective: 7/14/2023

The following Terms and Conditions (“T&Cs”) form an agreement by and between the applicable Therapy Brands Holdings LLC subsidiary that you contract with for services (“Company”), and you (the “Participant”). Company and Participant are referred to herein individually as a “Party” and collectively as the “Parties.” Participant’s subscription completion of the Therapy Brands Customer Preview Program Agreement and use of the applicable beta functionality constitutes Participant’s acceptance and acknowledgement of all the terms set forth in these T&Cs.

Participant and Company are parties to an existing agreement, pursuant to which Participant has licensed software and/or subscripted to or otherwise agreed to obtain services from Company (collectively, the “Master Agreement”).

Participant has agreed to participate in a beta test of specific functionality communicated by Company to Participant prior to its general release (the “Beta Test”).  Participation in the Beta Test will provide Participant with access to confidential and proprietary information and materials currently under development by Company on the below terms. In the event of any inconsistency between this Agreement and the Master Agreement, the terms and conditions of this Agreement shall govern and control for the Beta Test.

1. Beta Test Material. All software and documentation related to the Beta Test provided by Company including, but not limited to, specifications and other technical information, and all updates or revisions thereto, shall be referred to as the “Beta Test Material.” The parties agree that Participant shall be a beta tester for the Beta Test Material as may be amended or updated from time to time by Company. Customer agrees and acknowledges that Beta Test Material may impact current functionality of services or products being provided by Company to Customer.
2. License. Company hereby grants Participant a non-exclusive, non-transferable license to use the Beta Test Material solely for the purpose of evaluating and testing the Beta Test Material for Company. The Beta Test Material may not be publicly disclosed, sublicensed, sold, assigned or otherwise transferred by Participant to any third party for any reason.
3. Company’s Obligations.
   
   1. Company will deliver the Beta Test Material to Participant.
   2. Company will provide support for the Beta Test Material as described by Company.
   3. Company has no obligation to develop or provide any updates or revisions to the Beta Test Material, and Company reserves the right to alter or adjust performance specifications for the Beta Test Material as it deems necessary or desirable.
4. Participant’s Obligations.
   
   1. Participant agrees to test and evaluate the Beta Test Material as requested. Participant agrees to familiarize itself with the Beta Test Material information provided by Company and to only use or test the Beta Test Material as directed. Participant will notify Company of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Beta Test Material known to or discovered by Participant. In addition, Participant agrees to provide Company with ideas for enhancement, to complete reports via the methods designated by Company, and to promptly respond to reasonable inquiries, questionnaires, surveys, and other test documents submitted to Participant by Company.
   2. Any feedback, ideas, modifications, suggestions, enhancements or improvements made or provided by Participant regarding the Beta Test Material (“Evaluation Information”) will be the property of Company and may be used in press releases, testimonials, case studies, and marketing and sales initiatives. Participant agrees to assign, and hereby assigns, all right, title, and interest in the Evaluation Information and the related intellectual property rights to Company.
5. Confidentiality
   
   1. Participant acknowledges that as a beta tester, Participant may have access to, and Company may disclose to Participant, certain valuable information belonging to and relating to Company, which Company considers confidential (“Confidential Information”). Participant shall use the Confidential Information solely for testing purposes.
   2. Participant shall disclose Confidential Information only to those of its employees who need to know such information for the purpose of the agreed-upon beta testing, and shall ensure that its employees observe the confidentiality obligations in this Section 5. Participant acknowledges that the Beta Test Material contains Confidential Information developed or acquired by Company and that all rights therein and in other Company Confidential Information remain in Company. Participant agrees to treat any communications and reports prepared under this Agreement, including, but not limited to, those prepared in accordance with Section 4, as Confidential Information and will not divulge the existence or content of such communications or reports, including information relating to the performance or quality of the Beta Test Material, to any third party without Company’s prior written consent.
6. Disclaimer of Warranty. Testing and quality assurance regarding the Beta Test Material may not yet be completed. Therefore, the Beta Test Material may not operate at the level of performance of a generally available product offering and may contain errors, bugs or other problems that could cause failures and loss of functionality. Company reserves the right to alter the Beta Test Material at any time. PARTICIPANT ACCEPTS THE BETA TEST MATERIAL “AS IS” AND WITHOUT WARRANTY OF ANY KIND. Company is under no obligation to release a commercial version of the software included in the Beta Test Material and may unilaterally abandon development of such software, at any time and without any obligation or liability to Participant.
7. Term, Termination and Continuation.
   
   1. The term of this Agreement shall begin on the date Participant signs this Agreement and shall continue until the termination of the Master Agreement, unless earlier terminated as set forth below.
   2. This Agreement may be terminated at any time for any reason by either party giving written notice to the other party.
   3. Participant will have the option of continuing to use any portion of the Beta Test Material that the Company makes generally available following the Beta Test by executing Company’s standard documentation to purchase such products.
8. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE BETA TEST, BETA TEST MATERIAL OR THE TRANSACTIONS CONTEMPLATED HEREIN.
9. Governing Law. This Agreement shall be governed by the laws of the State of Alabama.
10. Changes to Terms and Conditions. Company reserves the right to modify, alter or amend the T&Cs at any time without notice. The most current version of Beta Participant Terms and Conditions is available at:  https://therapybrands.com/legal/customer-preview-program-terms-conditions/