Twenty Tabs. One Screen.

Beta Testing Terms and Conditions

Subject to these Beta Software Terms and Conditions (the "Terms"), Equilibrium Energy, Inc. a Delaware Corporation ("Equilibrium"), agrees to provide access to certain of its beta product offerings that complement Equilibrium's existing software and product offerings (the "Beta Software"). You hereby agree to use and evaluate the Beta Software to which Equilibrium grants you access, in accordance with these Terms. BY CLICKING THE "ACCEPT" BUTTON BELOW, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS INSOFAR AS IT PERTAINS TO YOUR USAGE OF THE BETA SOFTWARE. IN THAT CASE, THE TERM "YOU" SHALL REFER TO YOU AND TO SUCH ENTITY, AS THE CONTEXT REQUIRES. YOU AND YOUR EMPLOYER COLLECTIVELY (AS APPLICABLE), AND EQUILIBRIUM, ARE EACH A PARTY AND ARE TOGETHER THE "PARTIES." IF YOU DO NOT HAVE THE AUTHORITY DESCRIBED ABOVE, OR DO NOT OTHERWISE AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE BETA SOFTWARE. Now, therefore, in consideration of the mutual covenants set forth herein, you hereby agree as follows: Limited License to Use Beta Software. Subject to these Terms, Equilibrium grants to you a nonexclusive, non-sublicensable, revocable right and license to use the Beta Software solely for the purposes of testing and evaluating the Beta Software. Feedback. Upon Equilibrium's request, you agree to provide reasonable feedback about your experience using the Beta Software (collectively, "Feedback"). Equilibrium shall have an unrestricted, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate this Feedback into the Beta Software and other Equilibrium products or services. Confidentiality of Equilibrium Proprietary Information. In connection with these Terms and/or the Beta Software, Equilibrium may provide or allow you to access confidential or otherwise non-public business, technical or other similar information, materials, and/or ideas ("Equilibrium Proprietary Information"). You agree to keep confidential and not disclose to any third party without Equilibrium's prior, written consent (email acceptable) any Equilibrium Proprietary Information, including but not limited to the following: (a) the Beta Software, or your access to and use thereof; (b) any Equilibrium development, marketing, or similar ideas or plans that you learn of during your use of the Beta Software; or (c) any verbal or written communications concerning the Beta Software from Equilibrium or its employees, agents, contractors or other representatives ("Confidentiality Obligations"). The Confidentiality Obligations shall survive the termination or expiration of your access to the Beta Software for three (3) years. Customer Usage Information. "Customer Usage Information" means any chat history and custom scenarios that you generate within the Beta Software. Equilibrium agrees not use Customer Usage Information to inform any trading strategies for itself or other customers, and will not sell Customer Usage Information to any third party. Privacy of Personal Data. Each Party confirms that the processing of any personal data exchanged pursuant to this Agreement shall be effected: (i) in compliance with any relevant data protection legislation which may be applicable (such as, by way of non-exclusive example, Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("the GDPR")); and (ii) on the basis that neither Party is a processor (as defined in the GDPR) of the other Party's data. Intellectual Property. As between the Parties, Equilibrium exclusively owns all right, title and interest in and to the Equilibrium Data, the Customer Usage Information, the Software Platform, and Equilibrium's Confidential Information, and any improvements thereto. DISCLAIMER OF WARRANTIES. THE BETA SOFTWARE IS PROVIDED "AS IS" AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EQUILIBRIUM (1) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY MATTER, INCLUDING ANY REPRESENTATION THAT THE BETA SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, AND (2) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. All Beta Software is prelease and is expected to contain defects, some of which may be material, and are not expected to operate at the level or performance or compatibility of a final, publicly available product offering. Beta Software may not operate accurately. Accordingly, your access to and use of the Beta Software is entirely at your own risk. You assume all risk and responsibility with respect thereto, including without limitation any in connection with any energy, commodity, or derivative trades or decisions informed by the Beta Software. In no event shall Equilibrium be liable for any damages whatsoever arising out of the use of or inability to use the Beta Software. LIMITATION OF LIABILITY. Under no circumstances, including, but not limited to, negligence, system failure or network outage, whether resulting from a tort, breach of contract, warranty or other form of action, will Equilibrium be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages whether or not you have been advised of the possibility of such damages. Equilibrium's entire liability for direct damages in connection with these Terms and/or the Beta Software shall be limited to one thousand dollars ($1,000). Term and Termination. These Terms will expire at the end of your access to the Beta Software (as determined by Equilibrium) unless terminated sooner in accordance with these Terms. Equilibrium may terminate your access to the Beta Software for any reason with or without advance notice. Upon Equilibrium's request, you will return to Equilibrium any Equilibrium Proprietary Information in your control or possession. General Provisions. The agreement created when you accept these Terms is personal to you, is nonassignable by you, is governed by the internal laws of the State of Delaware, without regard to conflict of law principles, and may be modified or waived only in writing signed by both Parties. If any provision of these Terms is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. Dispute Resolution. The Parties agree to bring any judicial action, including any complaint, counterclaim, cross-claim, third-party complaint, arising directly or indirectly from, or otherwise in connection with, these Terms at the time the cause of action arises, only in courts located in Wilmington, Delaware. Each Party consents and submits to the jurisdiction of any state or federal court located in Wilmington, Delaware. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THESE TERMS OR THE PERFORMANCE OR NONPERFORMANCE OR OBLIGATIONS ARISING UNDER OR IN CONNECTION WITH THESE TERMS. BY CLICKING THE ACCEPT AND SUBMIT BUTTON, YOU HEREBY ACCEPT AND AGREE ON BEHALF OF YOURSELF AND YOUR EMPLOYER TO BE BOUND BY THESE TERMS.