SynMatrix

End User License Agreement - Software Beta Testers

END USER LICENSE AGREEMENT (EULA) - Software Beta Testers

[July 6, 2023]

PLEASE READ THIS END USER LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE PARTICIPATING AS A BETA TESTER FOR THE SOFTWARE. BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE.

SOFTWARE TESTING PROGRAM

1.1. Participation: As a Beta Tester, you have been selected to participate in the testing program for SynMatrix software ("Software") developed by SynMatrix Technologies Inc. ("Developer"). This EULA governs your use of the Software during the beta testing phase.

1.2. Feedback: You agree to provide feedback, bug reports, and suggestions to Developer regarding the Software, its performance, and any issues encountered during the testing phase. You understand that your feedback may be used by Developer to improve the Software.

LICENSE GRANT

2.1. License: Developer grants you a non-exclusive, non-transferable, revocable license to install, access, and use the Software for the sole purpose of testing, evaluating, and providing feedback during the beta testing phase

2.2. Restrictions: You shall not: a) Modify, adapt, or create derivative works of the Software; b) Reverse engineer, decompile, or disassemble the Software; c) Remove or alter any proprietary notices or labels on the Software; d) Use the Software for any illegal, unauthorized, or prohibited purposes; or e) Share, distribute, or sublicense the Software to any third party without prior written consent from Developer.

CONFIDENTIALITY

3.1. Confidential Information: You understand and acknowledge that the Software and any related materials, including but not limited to design, specifications, documentation, and communications, contain valuable proprietary information and trade secrets of Developer ("Confidential Information").

3.2. Non-Disclosure: You agree to maintain the confidentiality of the Confidential Information and not to disclose, distribute, or reproduce it, in whole or in part, without the prior written consent of Developer. This obligation shall continue indefinitely, even after the termination of this EULA.

DISCLAIMER OF WARRANTY

4.1. Beta Version: You understand and acknowledge that the Software is a beta version and may contain errors, defects, or other issues. The Software is provided "as is" without any warranty of any kind, whether express or implied

4.2. No Support: Developer shall have no obligation to provide technical support, maintenance, or updates for the Software during the beta testing phase.

LIMITATION OF LIABILITY

5.1. No Liability: To the maximum extent permitted by applicable law, Developer and its affiliates, officers, employees, and licensors shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with the use or performance of the Software, even if Developer has been advised of the possibility of such damages

5.2. Indemnification: You agree to indemnify, defend, and hold harmless Developer from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or in connection with your use of the Software or any breach of this EULA.

TERM AND TERMINATION

6.1. Term: This EULA shall remain in effect until terminated by either party

6.2. Termination: Developer may terminate this EULA at any time for any reason without notice. You may terminate this EULA by ceasing to use the Software and deleting all copies thereof

6.3. Survival: Sections 3 (Confidentiality), 4 (Disclaimer of Warranty), 5 (Limitation of Liability), 6.3 (Survival), and 7 (General) shall survive the termination of this EULA.

GENERAL

7.1. Entire Agreement: This EULA constitutes the entire agreement between you and Developer concerning the subject matter herein and supersedes all prior or contemporaneous oral or written agreements, understandings, or representations

7.2. Governing Law: This EULA shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles

7.3. Dispute Resolution: Any dispute arising out of or in connection with this EULA shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved amicably, it shall be submitted to the exclusive jurisdiction of the courts of the Province of Ontario, Canada

7.4. Severability: If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law

7.5. Assignment: You may not assign or transfer any rights or obligations under this EULA without the prior written consent of Developer

7.6. Waiver: The failure of either party to enforce any right or provision of this EULA shall not be deemed a waiver of such right or provision

7.7. Contact Information: If you have any questions or need to contact Developer regarding this EULA, please info@synmatrixtech.com

By installing, accessing, or using the Software, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions of this EULA