BETA AGREEMENT

FOR PRIORITY THINKING® SURVEYTRANSFER℠

The following are terms of a legal agreement (“Beta Agreement”) between the Licensor, Institute 4 Priority Thinking, LLC (“Priority Thinking”), and the party accessing and using SurveyTransfer? (“User”). The Beta Agreement governs User’s use of and access to SurveyTransfer? (“Service”) and any services or advice provided by Priority Thinking. This Agreement takes effect when User completes the online registration process (i.e., “registers”) to use Service. By registering for Service, User represents it has the power and authority to enter into this Beta Agreement, and that this Beta Agreement constitutes a valid and binding obligation. To the extent there is any discrepancy or conflict between this Beta Agreement and other communications with Priority Thinking and its employees, this Beta Agreement shall control.

1. Definitions: For purposes hereunder, the following terms will have the meanings set forth in this Section 1.

• 1.1 "Service" means the object code and related user documentation of a web-based Software as a Service (SaaS) which consists of Priority Thinking's basic SurveyTransfer? application together with any other modules, applications or services which may be provided by Priority Thinking for the Beta Period, as defined below.
• 1.2 "Beta Period" means the period commencing upon User’s registration for the Service and continuing in effect for a period not to exceed 90 days, unless an extension is granted in writing by Priority Thinking.

License & Intellectual Property Rights.

• 2.1 Priority Thinking hereby grants User access to the Service for use by User during the Beta Period on a trial basis in order to enable User to test Service, solely for its internal use and not for resale or redistribution to a third party.
• 2.2 The content of the Service, including without limitation, the text, software, scripts, graphics, pictures, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by Priority Thinking, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Priority Thinking may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Users it believes to be willfully infringing the intellectual property rights of Priority Thinking or third parties. User will not take any action in derogation of the intellectual property rights of Priority Thinking in the Service or use the Service to infringe upon the intellectual property rights of others.

3. Term and Termination.

• 3.1 The term of this Beta Agreement will commence upon User’s registration for the Service and will continue in full force and effect until User's return of the Service in accordance with Section 3.2 below.
• 3.2 Upon the expiration of the Beta Period, unless otherwise agreed by Priority Thinking, User’s access to the Service will be discontinued, and all copies of related documentation in User's possession shall be returned to Priority Thinking.

4. LIMITATION OF LIABILITY. THE SERVICE AND ANY SUPPORT THEREOF IS PROVIDED TO USER ON AN "AS IS" BASIS DURING THE BETA PERIOD. USER HEREBY WAIVES ALL WARRANTIES RELATING TO THE SERVICE DURING THE BETA PERIOD, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. USER FURTHER AGREES THAT NEITHER PRIORITY THINKING NOR ITS OWNERS, OFFICERS OR EMPLOYEES WILL BE LIABLE FOR ANY CLAIM OR CAUSE, WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, WHICH ARISES OUT OF OR RESULTS FROM THE PROVISION OR USE OF THE SERVICE, OR ANY SUPPORT THEREOF, DURING THE BETA PERIOD.

5. Publicity.

• 5.1 User grants Priority Thinking the right, to be exercised in Priority Thinking’s sole discretion, to use the facts, contents, and outcome of the Beta Service testing, as well as User’s comments, in Priority Thinking’s promotions, press releases, public relations, advertisements, and other sales and marketing activities. Such right shall be unlimited in duration, and no compensation shall be required for Priority Thinking’s exercise of such right.

6. General Provisions.

• 6.1 This Beta Agreement will be governed by the law of the State of New York, excluding its conflict-of-laws provisions and rules.
• 6.2 The headings in the Beta Agreement are for reference purposes only; they will not affect the meaning or construction of the terms of this Beta Agreement.
• 6.3 This Beta Agreement contains the complete and exclusive understanding of the parties with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions hereof will be binding unless in writing and signed by a duly authorized representative of each party hereto. Neither the course of conduct between the parties nor trade usage will act to modify or alter the provisions of this Beta Agreement. If User issues a purchase order or other similar document it will be for User's internal purposes and, therefore, even if it is acknowledged by Priority Thinking, the terms and conditions of such purchase order or similar document will have no affect on this Beta Agreement.

Updated 3/12/2020