For the Term of this Agreement, Uneekor hereby grants Tester a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to allow Tester’s designated participants to use the Beta Products to test their functionality and provide Feedback to Uneekor. Uneekor hosts and retains control over the Beta Products and only makes them available for access and use by Tester over the Internet through a Web-browser. This license does not permit Tester or its designated participants to use the Beta Products in any session intended primarily to provide general business training to other Tester associates, nor to any audiences outside of Tester or for any other commercial purpose. Uneekor reserves the right to, in its sole discretion,

1. monitor or measure Tester’s use of the Beta Products,
2. revoke access and use of the Beta Products any time,
3. validate certain features or functionality of the Beta Products, and/or
4. provide services or support necessary to maintain the Beta Products.

Tester and/or its designated participants shall not and shall not attempt to directly or indirectly,

1. reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of any part of the Beta Products,
2. copy, modify, translate, or create derivative works of the Beta Products,
3. lend, lease, offer for sale, sell or otherwise use any part of the Beta Products for the benefit of any other third parties, or
4. attempt to circumvent any license, timing or use restrictions that are built into any part of the Beta Products or
5. demonstrate, copy, sell market or grant access to the Beta Products to any third party.

Tester agrees to provide feedback, analysis, suggestions, enhancement requests, comments and recommendations to Uneekor regarding the Beta Products upon Uneekor’s request (the “Feedback”). Feedback shall include informing Uneekor about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Beta Products. Uneekor may contact Tester and Tester agrees to make available a reasonable amount of time to discuss the Beta Products with Uneekor if so requested. As between Uneekor and Tester, all right, title and interest in and to any such Feedback shall be owned solely and exclusively by Uneekor. Tester agrees that Uneekor shall have the perpetual, irrevocable and worldwide right to use, modify, license, sublicense and otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation or credit to Tester.

The parties acknowledge that this Agreement does not transfer any right, title or interest in any intellectual property right to the other. Uneekor maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights contained in and to,

1. its online educational platform and
2. the Beta Products,
3. all original works of authorship, inventions, processes, concepts, documents, work product and other materials or other proprietary information made accessible or delivered to Tester or to any participant under this Agreement or prepared by or on behalf of Uneekor in the course of providing the Beta Products (collectively, “Intellectual Property Rights”).

The limited rights granted to Tester to access and use the Beta Products under this Agreement do not convey any additional rights in the Beta Products or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the Beta Products as expressly provided herein, all rights, title and interest in and to the Beta Products and all Intellectual Property Rights will remain with and belong exclusively to Uneekor.

This Agreement shall commence upon Tester’s use of or participation in the Beta Products and shall continue until terminated in accordance with this Agreement (the “Term”). Either party may terminate this Agreement at any time, for any or no reason, provided, however, Tester must provide written notice to Uneekor of its election to terminate this Agreement (email is permissible). Uneekor is not required to provide Tester notice of its election to terminate its provision of the Beta Products and/or this Agreement. Upon termination of this Agreement, Uneekor may deny Tester and its designated participants access to the Beta Products and withhold, remove or discard any content, data, or other information that Tester or its designated participants have posted, uploaded or otherwise shared while using the Beta Products. Termination of this Agreement by either party shall not in any way limit Uneekor’s rights related to any Feedback provided before or after such termination.

Tester acknowledges and agrees that its use of the Beta Products will result in Uneekor disclosing certain confidential, proprietary and/or trade secret information related to the Beta Products and/or Intellectual Property Rights (the “Confidential Information”). Tester agrees that it will not, without the express prior written consent of Uneekor, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information,

1. is or becomes generally available to the public through any means other than as a result of any act or omission by Tester;
2. is rightfully received by Tester from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or
3. is independently developed by Tester without any reliance on any Confidential Information.

Tester shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care),

1. not to use any Confidential Information for any purpose outside the scope of this Agreement, and
2. except as otherwise authorized by Uneekor in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Tester containing protections no less stringent than those herein.

Neither party shall disclose the terms of this Agreement to any third party other than its affiliates and their legal counsel, accountants or auditors without the other party’s prior written consent.

Tester shall use the same degree of care that it uses to protect the confidentiality of its own confidential informationof like kind (but in no event less than reasonable care),

1. not to use any Confidential Information for any purpose outside the scope of this Agreement, and
2. except as otherwise authorized by Uneekor in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Tester containing protections no less stringent than those herein.

Neither party shall disclose the terms of this Agreement to any third party other than its affiliates and their legal counsel, accountants or auditors without the other party’s prior written consent.

Each party represents and warrants to the other party that it shall perform its obligations hereunder in compliance with all applicable laws, including export control laws of the United States which are applicable to the provision and use of the Beta Products.

The beta products are provided “as-is”. Uneekor makes no representations or warranties, express or implied, regarding the beta products including any representation that the services thereunder will be uninterrupted or error-free. To the fullest extent permitted under applicable law, Uneekor disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose in respect of the beta products. For the avoidance of doubt, all beta products are prelease, are expected to contain defects which may be material, and are not expected to operate at the level of performance or compatibility of a final, generally available product or services offering. Beta products may not operate accurately and may be substantially modified prior to public availability or withdrawn at any time. Accordingly, access to and use of the beta products is entirely at Tester’s own risk. In no event shall Uneekor be liable for any damage whatsoever arising out of the use of or inability to use the beta product(s), even if Tester has been advised of the possibility of such damages. Tester is advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of any beta product.

Tester agrees to indemnify and hold Uneekor, its officers, directors and employees harmless from any losses (including attorneys’ fees) that result from any third-party claims related to Tester’s or its designated participants access, use or misuse of the Beta Products or Intellectual Property Rights, or any act or omission by Tester or its participants in violation of this Agreement. To the maximum extent permitted by law, in no event shall Uneekor be liable to Tester for any special, indirect, incidental, consequential, punitive or exemplary damages or for loss of profits, revenues, contracts,loss of use, loss of data, business interruption, or cost of replacement goods related to or in connection with this Agreement, even if advised of the possibility of such damages.

This Agreement does not create a partnership, agency relationship, or joint venture between the parties. Tester may not assign this Agreement in whole or in part without Uneekor’s prior written consent and the terms hereof are binding on Tester’s successors and permitted assigns. If any provision of this Agreement is deemed unenforceable by a tribunal of competent jurisdiction, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will remain in full force and effect. Failure of Uneekor to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. This Agreement shall be governed exclusively by the laws of the State of Texas, without regard to the State of Texas conflict of law provisions. The state and federal courts in Dallas County, Texas shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each party consents to the personal jurisdiction and venue of these courts.