Terms and Conditions

1. Definitions

(a) "Product" means the FlipSide product(s) specified in Schedule A attached hereto, including Software, if any, and Documentation.

(b) "Beta Test Period" means the period of time set forth in Schedule B during which testing of and adjustments to the Product contemplated hereunder will be undertaken.

(c) "Software" means the computer programs provided in any format as part of a Product as specified in Schedule A.

(d) “User” means any person who is a participant in the beta test.

(e) "Documentation" means such supporting written materials as FlipSide may in its discretion provide to User in connection with their use of a Product.

2. Scope

This Agreement sets forth the terms and conditions for the beta installation, use, test and support of the FlipSide Product prior to formal product release.

3. Obligations of User

(a) Testing. During the Beta Test Period, User agrees to run such test suites and other test programs set forth in Schedule B hereto. User also agrees to use such special and non-standard operating procedures as may be reasonably required by FlipSide to accomplish testing of the Product.

(b) Error Notice. Users Product Manager shall notify FlipSide of any failure, error or other malfunction of any part of the Product within twenty-four (24) hours of such occurrence.

(c) Modifications. User agrees to promptly implement such modifications and changes that FlipSide may make to the Product during the Beta Test Period as they are provided by FlipSide. User understands that these modifications and changes may be incompatible with previous modifications and could include substantial changes to the system and its operating procedures. Except as otherwise specified in this Agreement or at the written direction of FlipSide, User shall not alter or modify any Product during the Beta Test Period without FlipSide’s prior written approval.

(d) Access. During the Beta Test Period, User will grant FlipSide full and free access to the Product to allow FlipSide to perform modifications and upgrades under this Agreement at such reasonable times as may be required by FlipSide.

4. Obligations of FlipSide

(a) Delivery. FlipSide agrees that FlipSide will deliver the Product to User within a reasonable time after execution of this Agreement by both parties, or at a time otherwise agreed in writing by FlipSide.

(b) Technical Assistance. FlipSide will provide User such technical assistance as FlipSide may deem necessary to properly operate the Product during the beta test. FlipSide will provide User with all test suites to be run by User.

(c) Modifications. During the Beta Test Period, FlipSide will consult the use data regarding the performance of the Product and will evaluate the test data and error reports provided by User. FlipSide will undertake to make such modifications and improvements to the Product as deemed appropriate by FlipSide and provide the same to User at no cost; provided, however, FlipSide is not obligated to make any modifications or improvements.

5. Disclaimer of Warranty

THE PRODUCT (INCLUDING THE SOFTWARE, IF ANY, AND DOCUMENTATION) IS PROVIDED HEREUNDER "AS IS". FLIPSIDE MAKES AND USER RECEIVES NO WARRANTIES IN CONNECTION WITH THE PRODUCT, OR MODIFICATIONS OR IMPROVEMENTS THERETO, DELIVERED HEREUNDER, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION BETWEEN FLIPSIDE AND USER. FLIPSIDE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

6. Ownership and Software License

(a) Ownership. User acknowledges that the Product is loaned to User for beta testing and that FlipSide retains ownership of all right, title and interest to the Product, the Product design and Documentation, and the intellectual property rights therein and thereto (including without limitation, all patent rights, design rights, copyrights and trade secret rights) subject to the Software license granted in this Section 6. User agrees not to (i) copy, modify, or reverse engineer the Product hardware, software or design, make derivative works based upon the Product, or use the Product to develop any products, without FlipSide’s prior written approval or (ii) sell, license, rent, or transfer the Product to any third party. FlipSide hereby reserves, and User hereby agrees, that FlipSide shall have a security interest in the Products delivered under this Agreement.

(b) Software License Grant. FlipSide hereby grants to User and User accepts a personal, non-transferable, non-exclusive license to use the Software subject for the Beta Test Period solely for the purpose of testing and evaluating the Software subject to the following restrictions: (i) used only with Product listed on Schedule A and (ii) no copies of Software are made.

(c) Modifications. User hereby assigns to FlipSide, Users entire right, title and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any modifications or improvements to the Products which User may propose or make during the Beta Test Period or which User and FlipSide may jointly make during the Beta Test Period.

7. Termination

This Agreement may be terminated immediately by either party through written notice if either party breaches any of the material provisions of this Agreement and fails to remedy such breach within thirty (30) days after written notification by the other party of such breach.

Notwithstanding the foregoing, this Agreement may be terminated immediately by FlipSide in the event of Users breach of Section 6, Ownership and Software License, or Section 10, Confidential Information.

Upon termination of this Agreement, User shall immediately cease use of the Product and shall, at its expense, return to FlipSide all proprietary information and data (including all copies thereof) then in User's possession or custody or control, and certify in writing as to such action.

8. Limited Liability

NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF FLIPSIDE OR ITS SUPPLIERS UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO FIFTY THOUSAND DOLLARS ($50,000).

9. Consequential Damage Waiver

IN NO EVENT SHALL FLIPSIDE OR ITS SUPPLIERS BE LIABLE FOR ANY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES EVEN IF FLIPSIDE HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.

10. Confidential Information

User acknowledges that, in the course of using the Products and performing its duties under this Agreement, it may obtain information relating to the Products and to FlipSide which is of a confidential and proprietary nature ("Proprietary Information"). Such Proprietary Information may include, but is not limited to, trade secrets, know how, invention techniques, processes, programs, schematics, software source documents, data, customer lists, financial information, and sales and marketing plans or information which User knows or has reason to know is confidential, proprietary or trade secret information of FlipSide. User shall at all times, both during the term of this Agreement and for a period of at least three (3) years after its termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than as expressly authorized by FlipSide under this Agreement, nor shall User disclose any such Proprietary Information to third parties without FlipSide’s written consent. User further agrees to immediately return to FlipSide all Proprietary Information (including copies thereof) in User's possession, custody, or control upon termination of this Agreement at any time and for any reason. The obligations of confidentiality shall not apply to information which (i) has entered the public domain except where such entry is the result of Users breach of this Agreement; (ii) prior to disclosure hereunder was already in User's possession; or (iii) subsequent to disclosure hereunder is obtained by User on a non-confidential basis from a third party who has the right to disclose such information to the User.

User shall not disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of FlipSide. Any press release or publication regarding this Agreement is subject to prior review and written approval of FlipSide.

11. General

(a) The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Illinois, United States of America, as of performed wholly within the state and without giving effect to the principles of conflict of law. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.

(b) No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement. All claims must be brought within twelve (12) months following the date such claim arose.

(c) User shall not assign, in any manner, its right, obligation or interest in or under this Agreement without the prior written consent of FlipSide.

(d) In the event of a breach, the breaching party will pay to the other party any reasonable attorneys' fees and other costs and expenses incurred by such other party in connection with the enforcement of any provisions of this Agreement.

(e) All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Illinois or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.

(f) All notices required or permitted under this Agreement will be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed telex or facsimile (followed by the actual document in air mail/air courier); (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) two (2) days after deposit with a commercial express air courier specifying next day delivery, with written verification of receipt. All communications will be sent an address as may be designated by a party by giving written notice to the other party pursuant to this paragraph.

(g) Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

(h) This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.

Schedule A

Product(s)

Beta Release for flipsidetalk.com and Chrome browser extension.

FlipSide is a media amalgamator application suite that delivers several key media management features using a web paradigm. All of the FlipSide code resides and for the most part, runs on the server. All FlipSide application viewing is done via a web browser from any platform that supports the supported web browsers.

The Project X modules include the web platform and chrome extension. These modules provide media management functionality letting users perform such tasks as (but not limited to):

  • Inserts stories into social media newsfeeds.
  • Prompts users to submit articles to be read by other people from different viewpoints.
  • Article recommendation of opposing viewpoints in online engagement.
  • Active comment sections about article issues.
  • Comments may be rewarded for being up-voted by people of diverse political backgrounds.
  • News aggregator functionality

Schedule B

BETA TEST, TEST SCHEDULE AND TEST OBLIGATIONS DESIGNATED USER CONTACT AND DESIGNATED BETA COORDINATOR

Test Schedule

The current plan is for a two-week beta testing period beginning April 15, 2017. This period may be extended an additional two weeks until May 13, 2017 by FlipSide if additional testing is needed. If additional product releases are called for or if the test schedule changes, FlipSide will define and provide a new release. If desired, the beta test user may accept a new release prior to April 15, 2017 and the testing will be covered by the terms and conditions of this agreement. The duration of testing for any new release will be defined for that release and provided prior to acceptance by the beta test site.

Test Results and Reporting

Testing includes gathering information for the purpose of modification and management through collection and analysis of testing results.

In order to facilitate these tasks, FlipSide has created and will maintain a web site and test results databases. Beta users will be expected to use this web site and tools for reporting and communication as the Beta progresses.

Beta Test Obligations

The User is expected to perform comprehensive testing of this project. This includes using tools and features in all major feature sets of this project as described in Schedule A.

The User is expected to use the FlipSideTalk.com web site to report all testing results, including defect reports, product failures, etc. The User will also have the option to complete additional forms and surveys to characterize their experience with this project during Beta.

The User is expected to commit sufficient time to this Beta to meet the testing and reporting requirements above.