HCSS Beta Agreement

This HCSS Beta Agreement (this “Beta Agreement”) contains terms and conditions that govern your access to and use of the HCSS Beta Offerings (as defined below) and is a contract between Heavy Construction Systems Specialists, LLC (“HCSS”), and you or the entity or organization that you represent. You and HCSS may be referred to each individually as “Party” or collectively as the “Parties”.

BY USING THE HCSS BETA OFFERINGS OR BY CLICKING “I AGREE” OR OTHER FORM OF ASSENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS BETA AGREEMENT. IF YOU ARE ENTERING INTO THIS BETA AGREEMENT ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR ORGANIZATION AND ITS AFFILIATES TO THIS BETA AGREEMENT, IN WHICH CASE THE TERMS “YOU" AND “YOUR” SHALL REFER TO SUCH ENTITY OR ORGANIZATION AND ITS AFFILIATES, OR ANY PERSON ON THEIR BEHALF. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THIS BETA AGREEMENT, YOU MUST NOT ACCEPT THIS BETA AGREEMENT AND MAY NOT USE THE HCSS BETA OFFERINGS.

APPLICATION OF BETA AGREEMENT
This Beta Agreement applies to your use of the HCSS Beta Offerings provided on either one of HCSS’s websites or applications or under an applicable Order Form made pursuant to the terms of this Beta Agreement. The “HCSS Beta Offerings” mean a product, service, or feature that is designated or presented to you as alpha, beta, experimental, pilot, limited release, developer preview, in development, early access, nonproduction, evaluation, or by a similar description and such product, service, or feature is provided prior to general availability. An “Order Form” is any purchasing or licensing document entered into by you and HCSS, including, but not limited to, an order form, statement of work, proposal, quote, or purchase order, for HCSS Beta Offerings that is subject to the terms of this Beta Agreement.
ELIGIBILITY AND PARTICIPATION
1. Subject to HCSS’s prior approval, you may participate in using the HCSS Beta Offerings upon request or by HCSS’s invitation. During the term of this Beta Agreement, you must always meet HCSS’s eligibility criteria to continue using the HCSS Beta Offerings including, but not limited to, being a current customer in good standing with HCSS and having purchased any underlying HCSS product or service that is required to use the HCSS Beta Offerings. HCSS may immediately terminate your use of the HCSS Beta Offerings if you fail to meet HCSS’s eligibility criteria.
2. In order to use the HCSS Beta Offerings, you must provide any information required by HCSS and/or create an account with HCSS to use the HCSS Beta Offerings. You must provide and maintain current, complete, and accurate information as requested by HCSS. You must maintain the confidentiality and security of any password that is created or maintained as part of using the HCSS Beta Offerings. You shall notify HCSS immediately of any unauthorized use of any password or account or of any suspected breach of the account’s security.
LICENSE GRANT
Except as expressly set forth in an Order Form and subject to your continued compliance with the terms of this Beta Agreement and each applicable Order Form, HCSS grants you a limited, nonexclusive, nonsublicensable, non-transferable, revocable license to access and use the HCSS Beta Offerings for your internal testing and evaluation of the HCSS Beta Offerings. You agree to only use the HCSS Beta Offerings in strict accordance with this Beta Agreement and any applicable Order Form, and you agree not to use the HCSS Beta Offerings for any competitive purposes. All rights not expressly granted hereunder are reserved to HCSS. As applicable, you grant HCSS a worldwide, non-exclusive, fully paid-up, royalty-free license to use your Confidential Information, including any personal data as defined by applicable law, as required to give effect to and perform the services and activities contemplated by this Beta Agreement and each applicable Order Form. You acknowledge and agree that: (i) the HCSS Beta Offerings may have limited functionality and reduced or altered features; (ii) the proper functionality of the HCSS Beta Offerings may be interrupted for evaluation, review, and maintenance purposes; and (iii) HCSS may introduce new or remove existing features or functionality to or from the HCSS Beta Offerings. This Beta Agreement does not entitle you to any guaranteed service level availability, support, maintenance, upgrades, or modifications for the HCSS Beta Offerings, and HCSS may provide limited to no technical support in its sole discretion. HCSS reserves the right to make changes, modifications, reductions in functionality, and enhancements to the HCSS Beta Offerings at any time without prior notice. HCSS may terminate, limit, disconnect, deny access to, discontinue, abandon, or suspend your use of the HCSS Beta Offerings at any time, in HCSS’s sole discretion, with or without notice and without any obligation or liability to you. HCSS has no obligation to monitor your content and your applications, but at HCSS’s sole discretion, HCSS may access, monitor, and/or review your activity, content, and applications in the HCSS Beta Offerings.
CONDITIONS OF USE
1. You shall: (i) strictly comply with this Beta Agreement, all applicable laws, and industry standards; (ii) obtain and maintain all necessary permissions, licenses, and valid consents required to lawfully transfer data to HCSS and to enable such data to be lawfully collected, processed, and shared by HCSS for the purposes of providing the HCSS Beta Offerings or as otherwise directed by you; (iii) be responsible for the accuracy, quality, and legality of any data and information provided to HCSS or used in or with the HCSS Beta Offerings; (iv) keep your passwords and any API tokens secure and confidential and use industry-standard password management practices; (v) limit your users to the number set forth in the applicable Order Form; (vi) prevent unauthorized usage or copying of the HCSS Beta Offerings; (vii) protect the integrity of the HCSS Beta Offerings and control access to the HCSS Beta Offerings; and (viii) use and access the HCSS Beta Offerings at Customer’s own sole risk.
2. You shall not: (i) resell or redistribute the HCSS Beta Offerings on a stand-alone basis or otherwise use the HCSS Beta Offerings in any service or product not specifically authorized in this Beta Agreement or an Order Form; (ii) disassemble, decompile, reverse engineer, modify, or otherwise alter the HCSS Beta Offerings or any part thereof; (iii) access any of the HCSS Beta Offerings not intended for your own use; (iv) log on to a server or an account that you are not authorized to access; (v) probe, scan, or test the vulnerability of a system or network; (vi) attempt to breach security or authentication measures without proper authorization; (vii) interfere with services to any user, host, or network, including, but not limited to, submitting a virus to any HCSS website, overloading, flooding, spamming, mailbombing, or crashing; (viii) use or attempt to use any engine, software, tool, agent, or other device or mechanism to navigate or search an HCSS website other than the search engine and search agents available from HCSS on one of HCSS’s websites or any generally available third-party web browsers; (ix) use the HCSS Beta Offerings to store or transmit data that violate or infringe a third party’s privacy right or intellectual property right; (x) name or refer to HCSS or your use of the HCSS Beta Offerings in any of your advertisements or promotional or marketing materials unless agreed to in writing by HCSS; or (xi) access all or any part of the HCSS Beta Offerings in order to build a product or service that competes with the HCSS Beta Offerings or other HCSS products or services.
3. You are responsible for maintaining the confidentiality of any password(s) or security routines you are given to access and use the HCSS Beta Offerings and for all activities that occur under your password(s) or security routines. You agree to notify HCSS immediately of any accidental or unauthorized access to or use of the HCSS Beta Offerings, whether suspected or confirmed. In the event of a suspected or confirmed security incident impacting your use of the HCSS Beta Offerings or other exigent circumstances, HCSS reserves the right to immediately withdraw or suspend access to the HCSS Beta Offerings and to alter your password(s). If you utilize, and HCSS consents to the use of, the services of a third-party processor or data storage provider to process or store any HCSS Beta Offerings, you shall ensure that (i) such third-party processor or data storage provider adheres to the prevailing industry standards with respect to data privacy and data security; (ii) usage of the HCSS Beta Offerings by a third-party processor or data storage provider is limited to storing the HCSS Beta Offerings on your behalf; (iii) the HCSS Beta Offerings are not stored internationally; and (iv) you are fully liable for any use, access, storage, or processing by any third-party processor or data storage provider.
PRODUCT-SPECIFIC TERMS
Certain HCSS Beta Offerings may be subject to additional terms and conditions found at https://www.hcss.com/product-specific-terms/ (the “HCSS Product-Specific Terms”). By accessing or using such HCSS Beta Offerings, Customer agrees to the applicable HCSS Product-Specific Terms. The terms and conditions of the HCSS Product-Specific Terms are hereby incorporated into this Beta Agreement by reference.
PROPRIETARY RIGHTS
As between the Parties, HCSS is and will remain the sole and exclusive owner of all right, title, and interest, including all intellectual property rights, in and to the HCSS Beta Offerings, including, but not limited to, all information and data in and to the HCSS Beta Offerings, moral rights, rights of publicity, any modifications, updates, improvements, upgrades, derivative works, HCSS’s Confidential Information, and Feedback related thereto. If you provide suggestions, comments, ideas, recommendations, or requests for enhancements, additional features, or functionality, or other feedback to HCSS (collectively “Feedback”), you hereby assign all right, title, and interest, including intellectual property rights, in and to the Feedback to HCSS. Your Confidential Information used in the HCSS Beta Offerings, if any, shall remain your property, and HCSS shall have no ownership rights in your Confidential Information, if any.
TERM, TERMINATION, AND CONVERSION INTO GENERAL AVAILABILITY
This Beta Agreement is effective on the date you are granted access to the HCSS Beta Offerings or on the date indicated in the Order Form and will continue in effect until the expiration of the beta period listed in the Order Form (“Beta Period”). If there is no Beta Period, either Party may terminate this Beta Agreement and discontinue your use and access of the HCSS Beta Offerings at any time and for any reason. This Beta Agreement and your use of the HCSS Beta Offerings shall automatically terminate once the applicable HCSS Beta Offerings becomes generally available. Upon expiration or termination of this Beta Agreement: (i) any and all outstanding fees and payment obligations of yours will be due and payable immediately; (ii) you shall immediately cease all access and use of the HCSS Beta Offerings; (iii) you must return or destroy all Confidential Information of HCSS in your possession or control; and (iv) in the case of destruction of HCSS’s Confidential Information, you shall provide written certification to HCSS of such destruction within a reasonable time following the expiration or termination of this Beta Agreement.
HCSS may, in its sole discretion and at any time, choose to make an HCSS Beta Offering generally available to the public. Prior to the HCSS Beta Offering becoming generally available, HCSS makes no representation that the HCSS Beta Offerings will comply with applicable laws. In the event you wish to enter into a license for the HCSS Beta Offerings when they become generally available, you will be required to: (i) agree to a separate HCSS Services Agreement; and (ii) execute an Order Form, detailing the generally available versions of the HCSS Beta Offerings, duration, and pricing applicable to the use of the generally available versions of the HCSS Beta Offerings. Your participation in using the HCSS Beta Offerings is voluntary and for the sole purpose of assisting and benefiting HCSS in the advancement of the HCSS Beta Offerings. You acknowledge and understand that the HCSS Beta Offerings may never become generally available and that HCSS is not obligated to make any HCSS Beta Offerings generally available.
FEES, TAXES, AND PAYMENT
If you have an Order Form that sets forth any fees for HCSS’s provision of the HCSS Beta Offerings, you shall pay the fees set out in such Order Form pursuant to the terms of this Beta Agreement. Unless otherwise specified in the Order Form, you shall pay each invoice submitted to you by HCSS in full within thirty () days of the date HCSS sends you an invoice. Fees not paid within thirty () days will accrue interest at the highest rate allowed by applicable law. In the event you fail to make timely payments, HCSS, in its sole discretion, may suspend your access to the HCSS Beta Offerings and accelerate the payment terms to require the amount of all remaining fees be due immediately. You may not withhold payment of any invoice or other amount due to HCSS by reason of any right of set-off or counterclaim which you may have, or allege to have, or for any reason whatsoever. The fees set forth in each Order Form are exclusive of any taxes. You shall pay all taxes of any type, nature, or description associated with your purchases under an Order Form (including, but not limited to, sale, use, gross receipts, excise, import, export, income, and employment taxes); provided, however, you shall not pay for any income taxes imposed upon HCSS by any taxing jurisdiction, arising by virtue of the performance of this Beta Agreement.
CONFIDENTIALITY
1. “Confidential Information” means all nonpublic, confidential, or proprietary information disclosed by, or on behalf of, a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally or in writing or via electronic means, that is marked as “confidential” or that should be reasonably understood to be confidential. Confidential Information includes, without limitation, financial statements, business and marketing plans, customer transactions, customer lists, pending or threatened litigation, prospective contractual relations, collection, tabulation and analysis of data, computer programming methods, source code, object code, designs, specifications, plans, drawings, programs, databases, intellectual property, inventions (whether or not eligible for legal protection under patent, trademark, or copyright laws), research and development, and work in progress. The terms of this Beta Agreement will also be deemed Confidential Information. Confidential Information does not include information that: (i) is publicly available as of the Effective Date or becomes publicly available thereafter through no fault of the Receiving Party; (ii) the Receiving Party rightfully possessed before it was received from the Disclosing Party; or (iii) is subsequently furnished to the Receiving Party by a third party without restrictions on disclosure.
2. Each Party retains all ownership rights in and to its Confidential Information. The Receiving Party must use the Disclosing Party’s Confidential Information only to perform its obligations under this Beta Agreement and each Order Form, and for no other purpose. The Receiving Party shall not remove any copyright, trademark, patent, or other proprietary legend on or in the Confidential Information of Disclosing Party. The Receiving Party shall protect the Confidential Information using the same standard of care with which it protects its own Confidential Information, but in no event less than reasonable care.
3. The Receiving Party may only disclose the Confidential Information to its officers, employees, consultants, counsel, independent contractors, or agents (collectively “Representatives”) who: (i) need access to the Confidential Information only to the extent necessary to assist the Receiving Party for the purposes of this Beta Agreement and each applicable Order Form; (ii) have been instructed not to disclose the Confidential Information; and (iii) have executed a nondisclosure or confidentiality agreement with the Receiving Party that contains protections not materially less protective of the Confidential Information than those in this Beta Agreement. The Receiving Party shall be fully responsible and liable for any breach or violation of this Beta Agreement by its Representatives and shall use reasonable efforts to restrain its Representatives from any unauthorized use or disclosure of the Confidential Information. The Receiving Party must immediately notify the Disclosing Party in writing of all circumstances which the Receiving Party becomes aware of surrounding any possession, use, or knowledge of Confidential Information by any person or entity other than those authorized by this Beta Agreement.
4. If the Receiving Party is compelled by law, governmental regulation, court order, or other legal process to disclose any Confidential Information of the Disclosing Party, the Receiving Party may do so if: (i) it provides the Disclosing Party with prompt prior notice of such compelled disclosure (to the extent legally permitted); and (ii) it provides the Disclosing Party with reasonable assistance, at the Disclosing Party’s reasonable expense, if the Disclosing Party determines in its sole discretion to contest the disclosure.
REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
1. You represent and warrant that you: (i) have the right and power to enter into this Beta Agreement; (ii) are an authorized representative who has read and accepted this Beta Agreement; (iii) will comply with all applicable laws and regulations pertaining to this Beta Agreement and each Order Form; and (iv) either own or have the authority, license, or permission to use all material, content, data, and information provided to HCSS and/or used within the HCSS Beta Offerings.
2. THE HCSS BETA OFFERINGS ARE PROVIDED ON AN “AS IS” BASIS AND HCSS HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES TO YOU, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR RESULTS TO BE DERIVED FROM THE USE OF THE HCSS BETA OFFERINGS. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, NEITHER HCSS NOR ANY OF ITS THIRD-PARTY SUPPLIERS OR SERVICE PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPREHENSIVENESS, OR COMPLETENESS OF THE HCSS BETA OFFERINGS NOR THAT THEY WILL BE UNINTERRUPTED.
DATA SECURITY AND PRIVACY
1. You shall maintain and ensure all third parties maintain reasonable and appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of the HCSS’s Confidential Information, including, but not limited to, the HCSS Beta Offerings. Those safeguards include measures to protect HCSS’s Confidential Information from loss, misuse, unauthorized disclosure, unauthorized access, alteration, and destruction. You shall maintain and enforce those safeguards to prevent unauthorized or fraudulent use or access of the HCSS Beta Offerings.
2. During this Beta Agreement and thereafter, the data derived by HCSS or its licensors in the performance and provision of the HCSS Beta Offerings may be used for the purposes of analysis, including statistical analysis, trend analysis, creation of data models, and creation of statistical rules; provided, however, such data may only be used in an anonymized, aggregated form and may not contain: (i) your Confidential Information; (ii) any information that identifies or can be reasonably used to identify your or an individual person; or (iii) any information that identifies or can be reasonably used to identify any activities or behaviors of you. The results of such analysis may be used by HCSS and its licensor for any lawful purpose.
INDEMNIFICATION
You shall indemnify, defend, and hold harmless HCSS and its respective officers, shareholders, directors, and personnel, (and keep such individuals indemnified on a full indemnity basis), from and against any thirdparty claims, suits, hearings, actions, damages, liabilities, fines, penalties, costs, losses, judgments or expenses (including reasonable attorneys' fees) (collectively, “Claims”), arising from or relating to your: (i) gross negligence or willful misconduct; (ii) use of the HCSS Beta Offerings in violation of the terms of this Beta Agreement or an Order Form; (iii) violation of applicable law; or (iv) data provided to HCSS that infringes or violates a third party’s privacy right or intellectual property right.
LIMITATION OF LIABILITY
IN NO EVENT WILL HCSS BE LIABLE TO YOU AND YOUR AFFILIATES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR “COSTS OF COVER” ARISING OUT OF OR RELATING TO THIS BETA AGREEMENT AND ALL APPLICABLE ORDER FORMS, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING OUT OF ANY MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS, DEFECTS, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS, OR ANTICIPATORY PROFITS, REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS MADE KNOWN OR WAS FORESEEABLE. THE MAXIMUM AGGREGATE LIABILITY OF HCSS AND ITS AFFILIATES TO YOU AND YOUR AFFILIATES, UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR RELATING TO THIS BETA AGREEMENT AND ALL APPLICABLE ORDER FORMS WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($).
EXPORT CONTROL AND SANCTIONS LAWS
Each Party will comply with all applicable export control and sanctions laws and regulations of the United States of America and any other applicable governmental authority, including, but limited to, the U.S. Export Administration Regulations and U.S. sanctions regulations (collectively, “Export Control and Sanctions Laws”). Neither Party will engage in any transactions with any person, legal entity, or country prohibited by Export Control and Sanctions Laws, including, but not limited to, the prohibition against transactions with: (i) a national or resident of any country subject to United States of America sanctions or similar restrictions; or (ii) anyone on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or other sanctions lists (collectively, “OFAC Lists”). Each Party represents and warrants that is not: (a) listed on the OFAC Lists; (b) located in a country subject to sanctions; or (c) owned or controlled by any entity listed on the OFAC Lists or located in a country subject to sanctions.
UNITED STATES GOVERNMENT RIGHTS
If you are a branch, agency, or instrumentality of the United States federal, state, or local government or acquired a license to the HCSS Beta Offerings pursuant to a government contract or with government funds, then as defined in FAR §, DFAR §252.227-7014(a)(1), and DFAR §252.227-7014(a)(5) or otherwise, all HCSS Beta Offerings provided in connection with this Beta Agreement are considered “commercial items”, “commercial computer software”, or “commercial computer software documentation”. Consistent with DFAR §227.7202, FAR §12.212, and any other relevant sections of the Code of Federal Regulations, any use, modification, reproduction, release, performance, display, disclosure, or distribution by or for the United States government is governed solely by the terms of this Beta Agreement and is prohibited except to the extent permitted by the terms of this Beta Agreement.
ASSIGNMENT
You may not assign this Beta Agreement or any of its rights or obligations under this Beta Agreement without HCSS’s prior written consent. Any attempted assignment in violation of this section will be deemed null and void. This Beta Agreement will be binding upon and will inure to the benefit of the Parties hereto and their respective heirs, representatives, successors, and permitted assignees.
REMEDIES AND WAIVERS
All remedies hereunder are cumulative, and the exercise by any Party of any rights hereunder will not preclude such Party from pursuing any additional remedies available to it under this Beta Agreement, or any other legal or equitable rights afforded such Party. The failure of either Party to require the performance of any term or condition of this Beta Agreement will not prevent any subsequent enforcement of such term or condition, nor will it be deemed a waiver of any subsequent breach.
GOVERNING LAW, JURISDICTION, AND WAIVER OF JURY TRIAL
This Beta Agreement is governed by the laws of the State of Texas, without regard to the conflicts of law principles. The Parties irrevocably submit to the exclusive jurisdiction of any United States federal or Texas state court located in Houston, Texas with respect to any matter arising out of or relating to this Beta Agreement. THE PARTIES AND ANY OF THEIR AFFILIATES WAIVE THE RIGHT TO A TRIAL BY JURY ON ANY CLAIM RELATING TO OR ARISING OUT OF THIS BETA AGREEMENT.
SEVERABILITY
A decision by any court of competent jurisdiction invalidating or holding unenforceable any part of this Beta Agreement will not affect the validity and enforceability of any other part of this Beta Agreement.
RELATIONSHIP OF THE PARTIES; NO THIRDPARTY BENEFICIARIES
Each Party will perform its obligations under this Beta Agreement as an independent contractor, not as the other Party’s employee, partner, or agent. Neither Party will have authority to act in the name of or on behalf of the other, or to enter into any commitment or make any representation or warranty or otherwise bind the other Party in any way. There are no thirdparty beneficiaries to this Beta Agreement.
NOTICES
Any notice required will be given in email or writing. If the notice is delivered by email, the notice will be deemed effectively given when the other Party acknowledges having received that email. If the notice is delivered in writing, the notice will be deemed effectively given upon: (i) personal delivery, (ii) deposit in the U.S. post office as certified or registered mail; (iii) or deposit with a private next day delivery service. All correspondence to you required by this Beta Agreement will be addressed to the contact information set out in the Order Form or with the email address you submitted to HCSS to access the HCSS Beta Offerings. All correspondence to HCSS required by this Beta Agreement will be addressed to Heavy Construction Systems Specialists, LLC, W Airport Blvd, Sugar Land, TX , Attn: General Counsel.
ENTIRE BETA AGREEMENT AND ORDER OF PRECEDENCE
This Beta Agreement constitutes the entire agreement between the Parties with respect to your use of the HCSS Beta Offerings and merges all prior and contemporaneous communications relating to the subject matter of this Beta Agreement. The Parties agree that any term or condition stated in your purchase order or in any other of your order documentation is void. In the event of a conflict among the terms and conditions of this Beta Agreement and an Order Form relating to the subject matter of this Beta Agreement, such Order Form will control. Titles and headings of the sections of this Beta Agreement are for description and convenience only and will not affect the construction of any provision of this Beta Agreement.
SURVIVING PROVISIONS
The following sections will survive any expiration or termination of this Beta Agreement: “Conditions of Use”, “Proprietary Rights”, “Term, Termination, and Conversion into General Availability”, “Fees, Taxes, and Payment”, “Confidentiality”, “Representations, Warranties, and Disclaimers”, “Indemnification”, “Limitation of Liability”, “Export Control and Sanction Laws”, “Assignment”, “Remedies and Waivers”, “Governing Law, Jurisdiction, and Waiver of Jury Trial”, “Severability”, “Relationship of the Parties; No ThirdParty Beneficiaries”, “Notices”, “Entire Beta Agreement and Order of Precedence”, “Surviving Provisions”, and any other provisions or sections which, by their nature, are intended to survive expiration or termination of this Beta Agreement.

(Version Date: November 30, 2023)