This SongwritersdB Beta Participation Agreement is a legal agreement (hereinafter "Agreement") between K. Gabriel Heiser (“SongwritersdB”) and you (hereinafter "Tester"). This Agreement covers all software, the associated media, data, files and information, and any "online" or “mobile in-app” or electronic documentation ("Software") which it accompanies, and which has been provided to Tester without payment of any fees or costs. This Agreement takes precedence over any other agreement or terms embedded within the Software.

1. Scope of this Agreement

The Software accompanying this Agreement is a pre-release copy and all affiliated materials, including documentation and information (collectively the “Product”), is copyrighted. The scope of this agreement is the licensing (not selling) of the Product to you, as the user. SongwritersdB reserves all rights not expressly granted herein.

2. Eligibility and Enrollment

Please read and agree to the following terms and conditions if you wish to be eligible to participate in the Beta Testing. However, we do not guarantee that you will be selected to participate in the Beta Testing.

BY CHECKING THE “ACCEPT” BOX BELOW, YOU ACKNOWLEDGE THAT: (1) YOU ARE 13 YEARS OF AGE OR OLDER, AND IF YOU ARE BETWEEN AGE 13 and 18, YOU HAVE OBTAINED CONSENT FROM YOUR PARENT OR GUARDIAN; AND (2) YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT.

3. Copyrights and Ownership

Title to the Software and all copies thereof remain with SongwritersdB. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Tester will not remove copyright notices from the Software. Tester agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, SongwritersdB does not grant any express or implied right to you under SongwritersdB patents, copyrights, trademarks, or trade secret information.

4. License and Acceptable Use

You are entitled to access, download, install, and operate the Software solely for the purposes of performing your obligations under this Agreement. You may not sell, license, or transfer the Software or reproductions of the Software to other parties in any way. You may download, install, and operate the Software on a PC linked to the email address provided on sign-up.

5. Disclaimer of Liability and Warranties

Provision of any Software under this Agreement is experimental and shall not create any obligation for SongwritersdB to continue to develop, produce, support, repair, offer for sale or in any other way continue to provide or develop Software either to Tester or to any other party. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL SONGWRITERSDB OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SONGWRITERSDB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Term and Termination

Unless otherwise terminated as specified under this Agreement, Tester’s rights with respect to the Software will terminate upon the earlier of (a) the initial commercial release by SongwritersdB of a generally available version of the Software or (b) automatic expiration of the Software based on the system date. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. SongwritersdB shall immediately terminate this Agreement and any Tester rights with respect to the Software without notice in the event of improper disclosure of SongwritersdB’s Software as specified under Section 8 (Confidentiality), below. Upon any expiration or termination of this Agreement, the rights and licenses granted to Tester under this Agreement shall immediately terminate, and Tester shall immediately cease using, and will return to SongwritersdB (or, at SongwritersdB’s request, destroy), the Software, Documentation, and all other tangible items in Tester’s possession or control that are proprietary to or contain Confidential Information. The rights and obligations of the parties set forth in Sections 3, 4, 5, 8 and 10 shall survive termination or expiration of this Agreement for any reason.

7. Tester’s Duties

Tester agrees to report any flaws, errors or imperfections discovered in the Software or other materials to which Beta Tester has been granted access as part of the Beta Test. Tester understands that prompt and accurate reporting is the purpose of the Beta Tests and undertakes to use best efforts to provide frequent reports on all aspects of the Product both positive and negative and acknowledges that any improvements, modifications and changes arising from or in connection with the Tester’s contribution to the Product, remain or become the exclusive property of SongwritersdB.

You will need to keep updating to the latest SongwritersdB releases to stay in the program; if you do not update five consecutive releases you will be removed from the Beta Tester program. SongwritersdB makes no guarantee or representation as to whether or not your feedback regarding the Software will be used, and you understand and acknowledge that SongwritersdB will not compensate you for your participation in the SongwritersdB Beta Program.

8. Confidentiality

The Tester will not disclose Software or any comments regarding Software to any third party without the prior written approval of SongwritersdB. The Tester will maintain the confidentiality of Software with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. The Tester will not be liable for the disclosure of any confidential information which is:

(a) in the public domain other than by a breach of this Agreement on Tester’s part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to Tester without any limitation on use or disclosure prior to its receipt from SongwritersdB; or (d) generally made available to third parties by SongwritersdB without restriction on disclosure.

9. No Support and Maintenance; Future Products

During your participation in the Beta Program, SongwritersdB is not obligated to provide you with any maintenance, technical or other support for the Pre-Release Software. You agree to abide by any support rules and policies that SongwritersdB provides to you in order to receive such support. You acknowledge that SongwritersdB has no express or implied obligation to announce or make available a commercial version of the Software to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the pre-release version of the Software licensed hereunder.

10. Privacy Policy

SongwritersdB’s Privacy Policy (available at https://www.songwritersdb.com/privacypolicy) applies to the Beta Program and the Beta Software. You acknowledge and agree that by participating in the Beta Program or by using the Software, SongwritersdB may receive certain information about you, including personally identifiable information, and you hereby consent to SongwritersdB’s collection, use and disclosure such information in accordance with the Privacy Policy.

11. Fees and Costs

There are no license fees for Tester’s use of the Product under this Agreement. Tester is responsible for all costs and expenses associated with the use of the Product and the performance of all testing and evaluation activities.

12. Modification

This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. No waiver or modification of this Agreement shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof.

13. No Assignment

This Agreement is personal to Tester. Tester shall not assign or otherwise transfer any rights or obligations under this Agreement.

14. Severability

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.

15. Choice of Law and Disputes

For other than the U.S. Government as a party, this Agreement shall be governed by and construed in accordance with the laws of the State of Texas as if performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Laredo, Texas; the parties hereof hereby consent to personal jurisdiction and venue therein.

16. Remedies

You agree that any breach of this Agreement by you may result in irreparable harm to SongwritersdB, for which damages would be an inadequate remedy and therefore, in addition to its rights and remedies otherwise available at law, SongwritersdB shall be entitled to seek equitable relief, including injunction, in the event of such breach.