This Beta Agreement (“Agreement”) is a legal agreement between you (“Licensee”) and FS  Operations Canada Ltd. DBA Commerce7 (“Licensor”) to access the beta features,  products, and services (collectively, the “Beta Features”) and governs Licensee’s use of the  Beta Features. This Agreement is eMective upon Licensee’s acceptance through clicking  “Agree” or a similar consent mechanism, indicating Licensee's agreement to the terms and  conditions herein. 

1. License Grant, Restrictions, Reservation of Rights.  

1.1. Subject to the terms of this Agreement, Licensor grants Licensee a limited, non exclusive, non-transferable, revocable license to access and use the Beta Features solely for internal evaluation and testing purposes. 

1.2. Licensee hereby grants Licensor a limited, non-exclusive, non-transferable right to  use, process, and analyze Licensee’s inputs and use of the Beta Features (“Licensee  Inputs”) for the purpose of enhancing, improving, and testing the Beta Features.  Licensor shall implement appropriate measures to ensure the confidentiality and  security of Licensee Inputs. Licensee retains all rights, title, and interest in and to  Licensee Inputs, and Licensor’s use of the data shall not infringe upon those rights. 

1.3. Licensee shall not: reverse engineer, decompile, or disassemble the Beta Features; share access with any third party without Licensor’s written consent; use the Beta  Features in a manner that unreasonably burdens Licensors systems or the Beta  Features; use the Beta Features in violation of applicable laws or regulations. 

1.4. Licensor retains all rights, title, and interest in and to the Beta Features, including all  intellectual property rights. No rights are granted to Licensee other than those  expressly stated in this Agreement. 

2. Feedback 

2.1. Licensee acknowledges that the Beta Features are experimental in nature and may  contain errors or defects. Licensee agrees to provide prompt and detailed feedback  to Licensor regarding the Beta Features, including any errors, issues, or suggestions  for improvements (collectively, “Feedback”). Licensee grants Licensor a perpetual,  irrevocable, worldwide, royalty-free license to use, modify, and incorporate  Feedback into its products and services without any obligation or compensation to  Licensee. 

3. Confidentiality

3.1. Licensee agrees to maintain the confidentiality of the Beta Features and any related  documentation, and not disclose it to any third party without Licensor’s prior written  consent. 

4. Disclaimer of Warranty 

4.1. The Beta Features are provided “AS IS” and “AS AVAILABLE” without warranty of any  kind. Licensor disclaims all warranties of any kind, either express or implied,  including, but not limited to, warranties of merchantability, fitness for a particular  purpose, non-infringement, and any warranties arising out of course of dealing or  usage of trade. Licensor does not warrant that the Beta Features will meet Licensee’s  requirements or that the operation of the Beta Features will be uninterrupted or error free. Licensee acknowledges that its use of the Beta Features is at its own risk. 

5. Limitation of Liability 

5.1. In no event shall Licensor be liable to Licensee or any third party for any indirect,  incidental, special, consequential, or exemplary damages, including but not limited  to, damages for loss of profits, goodwill, use, data, or other intangible losses, arising  out of or in connection with Licensee's use of the Beta Features, regardless of the  theory of liability (contract, tort, or otherwise) and even if Licensor has been advised  of the possibility of such damages. Licensor's total cumulative liability under this  Agreement shall not exceed the greater of the amount paid by Licensee to Licensor  for access to the Beta Features during the Beta Period or fifty (50) dollars. 

6. Termination 

6.1. Either party may terminate this Agreement at any time with written notice. Upon  termination, Licensee shall cease all use of the Beta Features and destroy all related  materials. 

6.2. Licensor reserves the right to cease providing the Beta Features at any time, for any  reason, without notice and without liability to Licensee. 

7. Governing Law and Venue 

7.1. This Agreement shall be governed by and construed in accordance with the laws of  Delaware, without regard to its conflict of law principles. Any legal action or  proceeding arising under or relating to this Agreement shall be brought exclusively in  the courts located in Delaware. Licensee and Licensor hereby consent to the  jurisdiction of such courts and waive any objection to the laying of venue in such  courts.