Beta Test Agreement

SHIELD & ALERT MOBILE APPLICATION:  BETA AGREEMENT

THIS AGREEMENT is made by and between MEA Risk LLC, located at mailing address of 177 Huntington Avenue, Suite 179251, Boston, MA 02115 and YOU, THE BETA TESTER (“Licensee”) as registered through the beta testing application process.

GENERAL TERMS AND CONDITIONS

A.    MEA Risk LLC has developed Shield And Alert (Shield & Alert OR S&A) including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material (“App”).
B.    MEA Risk LLC desires that the App be tested prior to general release.
C.    Licensee wishes to serve as a Beta test site for such App;

NOW, THEREFORE,

in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:
1    MEA Risk LLC grants to Licensee a non-exclusive, non-transferable license to use the App on a single device owned and/or operated by the Licensee, solely for Beta testing and Beta use from effective date of agreement to 15 days after official release date of the app, subject to the term and conditions below.
2    In consideration for receiving a copy of the App for testing, Licensee agrees to serve as a “Beta Site” for the App and will notify MEA Risk LLC of all problems and ideas for enhancements which come to Licensee’s attention during the period of this Agreement, and hereby assigns to MEA Risk LLC all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
3    Licensee agrees that App is the sole property of MEA Risk LLC until it is officially released and includes valuable trade secrets of MEA Risk LLC. Licensee agrees to treat the App as confidential and will not without the express written authorization of MEA Risk LLC:
3.1    Demonstrate, copy, sell or market App to any third party; or
3.2    Publish or otherwise disclose information relating to performance or quality of the App to any third party; or
3.3    Publish or otherwise disclose any contents and incident information displayed in the App to any third party; or
3.4    Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate App or any portion thereof.
4    S&A is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. App may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. App is provided “AS IS” without warranty of any kind. The entire risk arising out of the use or performance of App remains with Licensee. In no event shall MEA Risk LLC be liable for any damage whatsoever arising out of the use of or inability to use App, even if MEA Risk LLC has been advised of the possibility of such damages.
5    The Licensee upon completion of the Beta test agrees to provide material, statistics, or information that is not deemed confidential to Licensee’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by MEA Risk LLC. Licensee will provide a quote to MEA Risk LLC that may be used in a press release.
5.1    To enable proper Beta testing through the Apple platform, you agree to share your iPhone Analytics Data with Apple  and with MEA Risk, as the developer of this app. To do so, please go to your iPhone’s Settings >> Privacy >> Analytics (at the bottom). In there please enable Share iPhone Analytics |AND| Share With App Developers.  Both have to be enable (green).  Without them, we cannot beta test this system properly.
6    This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of Massachusetts. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision.
7    This Agreement constitutes the entire and only agreement between the parties for the App and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
8    Licensee shall comply with all applicable federal, state, local and international laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
9    Failure of MEA Risk LLC 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.
10    If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.

Agreement drafted on: September 11, 2018

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