Last updated on: June 19, 2022

This Beta Tester Agreement (“Agreement”) is made and effective by and between Spectrum Translations, 626 Wilshire Blvd, Suite 410, Los Angeles, CA 90017(P) (“EdVanna”) and each individual user (“Beta Tester,” “you”). There is no need for you to sign this Agreement in order to accept them. You accept them by continuing to test and evaluate the Product.

EdVanna reserves the right to amend this Agreement from time to time. Any such amendment will take effect from the date the amended Agreement is posted on the website. You can review the most current version of the Agreement at any time on this page under the “Updated Date”.

EdVanna reserves the right, at its sole discretion, to update, change or replace any part of this Agreement by posting updates and changes to the website. It is your responsibility to check the website periodically for changes. Your continued use of or access to the Product following the posting of any changes to this Agreement constitutes acceptance of those changes. EdVanna and Beta Tester shall hereinafter be referred to as Party individually and Parties collectively.

WHEREAS

• EdVanna is the owner of a prototype product identified as an online portal for online English learning skills at www.edvanna.com ("Product") and it desires to have the Product tested by a Beta Tester in what is commonly referred to as a "Beta Test".

• The Product contains valuable, confidential, trade secret information owned by EdVanna.

• The Beta Tester desires to test and evaluate the Product's suitability for use in the business.

Therefore, in consideration of the premises set forth herein, the Parties agree as follows:

1. License Grant

   Subject to the terms and conditions hereof, the EdVanna grants to Beta Tester, for the Beta Test Period identified below, a limited non-exclusive, non-transferable, revocable license to use the Product in object code format solely for the purpose of Beta Tester’s internal evaluation of the Product and not for general commercial use. The Beta Tester shall not use the Product for the processing of any live or production data. The Beta Tester agrees to test and evaluate the Product as provided herein, report to the EdVanna with respect to the usefulness and functionality of the Product and return the Product to the EdVanna at the conclusion of the Beta Test, all pursuant to this Agreement.

2. No Services

   The EdVanna shall be under no obligation to provide Beta Tester with any services except as explicitly set forth in section 5 herein.

3. Termination

   The licenses granted hereunder terminate on the expiration of the Beta Test Period. Notwithstanding the above, if EdVanna extends the Beta Test Period or grants a license to use the Product after the expiration of the Beta Test Period, the Agreement shall terminate on the expiry of such extended period provided EdVanna extends the Beta Test Period upon written notice to the other party specifying the date of termination. Additionally, either Party may terminate this Agreement upon written notice to the other Party at any time. Within five days after termination, the Beta Tester will (i) return to the EdVanna the Product and all copies thereof in the form provided by EdVanna or (ii) upon request by EdVanna destroy the Product and all copies thereof and certify in writing that it has been destroyed. Sections 3 through 9 shall survive termination of this Agreement.

4. Proprietary Rights; Confidentiality; Restriction

   Beta Tester acknowledges that the Product contains confidential information and trade secrets of EdVanna and its licensors. Beta Tester will not:

   • copy (except as strictly necessary to use the Product in accordance with the terms of section 1 hereof), distribute, sell, sublicense, or otherwise transfer or make available the Product or any portion thereof to any third party

   • remove from view any copyright legend, trademark, or confidentiality notice appearing on the Product or Product output

   • modify, adapt, translate, reverse engineer, decompile or derive the source code for the Product, or authorize a third party to do any of the foregoing.

     The Beta Tester will reproduce all of the EdVanna’s and its licensors’ copyright notices and any other proprietary rights notices on all copies of the Product that the Beta Tester makes hereunder. The Beta Tester will not use the Product, or any documentation provided therewith for any purpose other than Beta Tester’s internal evaluation and the provision of feedback to EdVanna, and not to disclose to any third party without the prior written approval of EdVanna, the Product, its features, feedback (as defined in Section 9), related technical information identified as confidential or the results of a performance or functional evaluation or test of the Product (the “Confidential Information”). Beta Tester will use no less than all reasonable efforts to protect the Confidential Information from unauthorized use or disclosure. Beta Tester may disclose Confidential Information only to those of its employees who have a bona fide need to know such information for the Beta Tester’s evaluation of the Product and who have first executed a written agreement that contains use and nondisclosure restrictions at least as protective as those set forth herein. Beta Tester will immediately report any violation of this

     provision to EdVanna and shall employ all reasonable means to mitigate any damages or losses that EdVanna may incur as a result of any such violation. Beta Tester should not introduce any bug, virus, or external software into the Product that will be detrimental or cause any harm to the Product. Beta Tester’s rights in the Products will be limited to those expressly granted in Section 1. EdVanna and its licensors reserve all rights and licenses in and to the Product not expressly granted to Beta Tester hereunder.

5. Delivery

   EdVanna will provide the Product via electronic delivery. Beta Tester will get an account to access the Product.

6. Warranty

   THE PRODUCT IS PROVIDED “AS-IS.” EDVANNA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE.

7. Acknowledgment of Beta Product

   Beta Tester acknowledges and agrees that: (i) the Product is not an official product and has not been commercially released for sale by EdVanna; (ii) the Product may not operate properly, be in final form or fully functional; (iii) the Product may contain errors, design flaws, or other problems; (iv) it may not be possible to make the Product fully functional; (v) the information obtained using the Product may not be accurate and may not accurately correspond to information extracted from any database or other source; (vi) use of the Product may result in unexpected results, loss of data or communications, project delays, or other unpredictable damage or loss; (vii) EdVanna is under no obligation to release a commercial version of the Product; and (viii) EdVanna has the right unilaterally to abandon development of the Product, at any time and without any obligation or liability to Beta Tester. Beta Tester acknowledges and agrees that it should not rely on the Product for any reason. Beta Tester is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored, or otherwise processed by the Product. Beta Tester will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Beta Tester’s use of the Product.

8. Limitation of Liability

   EXCEPT AS OTHERWISE REQUIRED BY LAW, THE LIABILITY OF EDVANNA AND ITS LICENSORS TO BETA TESTER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE PRODUCT, OR FOR ANY ERROR OR DEFECT IN THE PRODUCT, OR FOR THE PROVISION OF TECHNICAL SUPPORT INSTALLATION, TRAINING OR OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL

   BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED ANY FEES PAID TO EDVANNA HEREUNDER. IN NO EVENT WILL EDVANNA OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

   The limitations of liability set forth in this Agreement reflect the allocation of risk negotiated and agreed to by the Parties. The Parties would not enter into this Agreement without these limitations on their liability. These limitations will apply notwithstanding any failure of the essential purpose of any limited remedy.

9. Feedback

   Beta Tester will provide reasonable feedback to the EdVanna concerning the features and the functionality of the Product. If Beta Tester provides feedback to EdVanna, all such feedback will be the sole and exclusive property of EdVanna. Beta Tester hereby irrevocably transfers and assigns to EdVanna and agrees to irrevocably assign and transfer to EdVanna all of Beta Tester's rights, title, and interest in and to all feedback including all intellectual property rights therein (collectively, “Intellectual Property Rights”). Beta Tester will not earn or acquire any rights or licenses in the Product or in any EdVanna Intellectual Property Rights on account of this Agreement or Beta Tester's performance under this Agreement, even if EdVanna incorporates any feedback into the Product.

10. Beta Tester Period

    The Beta Test Period for the Product is 30 days.

    The initial Beta Test Period for the Product is thirty (30) days for each Beta Tester. Pursuant to the initial Beta Test Period, it is upon the sole discretion of EdVanna to authorize Beta Tester to test the Product on a month-to-month basis when it is necessary.

11. Consideration

    In consideration of providing the Beta Test services for the Product of the EdVanna, the Beta Tester shall get the exposure, experience, and suitability results to further use it for its business.

12. Audit

    EdVanna may, at any time during the term of this Agreement, upon reasonable written notice and during Beta Tester’s normal business hours, audit Beta Tester’s use of the Product at Beta Tester’s premises, as reasonably necessary to confirm that Beta Tester is using the Product in accordance with the terms and conditions of this Agreement. EdVanna may use a third-party organization reasonably acceptable to Beta Tester to assist EdVanna in conducting such an audit. Beta Tester will cooperate with EdVanna in such an audit and will promptly make

    available to EdVanna all information and materials reasonably required by EdVanna to conduct such an audit.

13. General

Assignment: Beta Tester may not assign or otherwise transfer, by operation of law or otherwise, any of its rights under this Agreement without EdVanna’s prior written consent, and any attempted assignment without such consent will be null and of no effect.

Entire Agreement and Governing Law: This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements, communications, and understandings with respect to the evaluation of the Product and shall be construed in accordance with the laws of the State of California (excluding its body of law controlling conflicts of law). The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the California and the Parties hereby irrevocably consent to the personal jurisdiction and venue therein.

Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect.

Waiver: The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.

Notice: All notices required or permitted under this Agreement will be in writing and delivered in person, by confirmed facsimile transmission, or by overnight delivery service, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth below or to such other address as may be specified by either party to the other in accordance with this Section.

If to the EdVanna: [email protected]

If to the Beta Tester: [ENTER MAIL ADDRESS BELOW]

OR

Email Notice: Any notice delivered by email shall request a receipt thereof confirmed by email or in writing by the recipient and followed by personal or mail delivery of such correspondence and any attachments as may be requested by the recipient, and the effective date of such notice shall be the date of receipt, provided such receipt has been confirmed by the recipient. Email Address of Parties are as follows:

EdVanna: [email protected]

Beta Tester: [ENTER EMAIL ADDRESS BELOW]

IN WITNESS THEREOF, the Parties have executed this Agreement in duplicate originals, one of which is retained by each of the Parties, effective the Updated Date is written above.

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