About The Juxtaview.com Beta Participant Agreement

Congratulations on being selected to participate in an upcoming beta test! This Beta Participant Agreement is a legal document being executed between you and Social Purposes, LLC that outlines both your obligations and the company’s. It is important for you and Social Purposes, LLC that you are comfortable with these terms. While it may not be exciting reading, you should read the entire agreement before you proceed to Beta Testing. If you do not understand or agree to any part of the agreement, you should not enter our Beta Testing section and instead ask questions before completing it.

By clicking on ‘I ACCEPT’, you the Participant are agreeing to all the provisions. Included in these terms is your agreement to:

• Actively use and evaluate the web/mobile platform and service being tested
• Provide the types of feedback requested and respond to questions
• Give Social Purposes, LLC all rights to any feedback you submit
• Not disclose beta testing information
• Only show the parts of the website that have been assigned social media sharing option buttons on juxtaview
• Not share copies, pictures, or videos of the test materials in any form other than as specified by Social Purposes
• Return the test materials if requested

Thank you! We look forward to your participation in the test.

BETA TEST PARTICIPANT AGREEMENT

This Beta Participant Agreement (“Agreement”) is made and entered into between {Participant} (“Participant”) and Social Purposes, LLC (“Juxtaview.com”), and is effective as of the date of acceptance by the Participant.

Participant is an individual or business that desires to participate in “beta testing”, which provides access to confidential materials or services currently in development by Juxtaview.com. Juxtaview.com wishes to obtain the benefit of Participant’s services and reports as a beta tester of Juxtaview.com’s materials or service. In consideration of the premises, and of the mutual covenants and conditions, the parties agree to the following terms and conditions:

1. Beta Test Platform. Each material or service listed on Exhibit A and all components, accessories, and documentation related to each such Beta Test Platform and/or technology provided by Juxtaview.com including, but not limited to, specifications and other technical information, and all updates or revisions thereto, shall be referred to in the following provisions as the “Beta Test Platform.” The parties hereto agree that Participant shall be a beta tester for those Beta Test Platforms and services set forth on Exhibit A, as may be amended from time to time by Juxtaview.com.
2. License. Juxtaview.com hereby grants Participant a non-exclusive, non-transferable consent and license to use each Beta Test Platform solely for the purpose of evaluating and testing the Beta Test Platform for Juxtaview.com as described in Exhibit A. The Beta Test Platform may not be publicly disclosed, sublicensed, sold, assigned, leased, loaned, or otherwise transferred by Participant to any third party for any reason.
3. Juxtaview.com’s Obligations.
   1. Juxtaview.com will deliver the Beta Test Platform to Participant at Juxtaview.com’s expense.
   2. Juxtaview.com will provide the support or warranty service for the Beta Test Platform described in the Exhibit and no other support or services.
   3. Juxtaview.com has no obligation to develop or provide any updates or revisions to the Beta Test Platform, and Juxtaview.com reserves the right to alter or adjust performance specifications for the Beta Test Platform as it deems necessary or desirable.
   4. Juxtaview.com will provide the instructions concerning the Beta Test Platform described or included in Exhibit A and no other.
4. Participant’s Obligations.
   1. Participant agrees to test and evaluate the Beta Test Platform as requested and described in Exhibit A. Participant agrees to familiarize itself with the Beta Test Platform information provided by Juxtaview.com and to only use or test the Beta Test Platform as directed. Participant will notify Juxtaview.com of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Beta Test Platform known to or discovered by Participant. In addition, Participant agrees to provide Juxtaview.com with such reports via the methods designated by Juxtaview.com and to promptly respond to any and all reasonable inquiries, questionnaires, surveys and other test documents submitted to Participant by Juxtaview.com.
   2. If Participant is a company or other entity, Participant shall designate to Juxtaview.com, in writing, an employee or representative who will serve as the single technical contact at the Beta site for the Beta Test Platform, and who will be responsible for maintaining communication with the Juxtaview.com Beta site team on a regular basis. In addition, the Beta site address, where Participant will test the Beta Test Platform, will be given to Juxtaview.com in writing. If Participant changes either its technical contact person or Beta site address, it will promptly notify Juxtaview.com in writing of such change.
   3. Any feedback, ideas, modifications, suggestions, improvements, and the like made by Participant with respect to the Beta Test Platform (“Supportive Information”) will be the property of Juxtaview.com. Participant agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Supportive Information and the related intellectual property rights to Juxtaview.com and agrees to assist Juxtaview.com, at Juxtaview.com’s expense, in perfecting and enforcing such rights. Juxtaview.com may disclose or use Supportive Information for any purposes whatsoever without any obligation to Participant.
   4. Participant agrees to pay all incidental costs (such as, costs for access to Internet, cable, and/or phone services) associated with the testing of the Beta Test Platform and incurred during Participant’s accessing of the Beta Test Platform, unless otherwise agreed to in writing by both parties and described in Exhibit A.
5. Confidentiality
   1. Participant acknowledges that as a beta tester, Participant may have access to, and Juxtaview.com may disclose to Participant, certain valuable information belonging to and relating to Juxtaview.com which Juxtaview.com considers confidential, including, but not limited to, information concerning the Beta Test Material, the Beta Test Material’s trademark(s) and trade name(s), computer programs, user manuals, sales and marketing plans, business plans, processes, customer lists, and other trade secrets (“Confidential Information”). Participant shall use the Confidential Information solely for testing purposes and, for a period of three (3) years from Participant’s receipt of the Confidential Information, shall not disclose, without Juxtaview.com’s written consent, such Confidential Information to third parties or use such Confidential Information for its own benefit or for the benefit of third parties.
   2. If Participant is a company or other entity, Participant shall disclose Confidential Information only to those of its employees who need to know such information for the purpose of the agreed-upon beta testing, and shall ensure that its employees observe the confidentiality obligations in this Section 5. Participant acknowledges that the Beta Test Material contains Confidential Information developed or acquired by Juxtaview.com and that all rights therein and in other Juxtaview.com Confidential Information remain in Juxtaview.com. Participant will not disclose that it is evaluating or testing or has evaluated or tested the Beta Test Material to any third party without Juxtaview.com’s prior written consent. In addition, Participant agrees to treat any communications and reports prepared under this Agreement, including, but not limited to, those prepared in accordance with Section 4, as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without Juxtaview.com’s prior written consent.
   3. This Agreement shall impose no obligation of confidentiality upon Participant with respect to any portion of the Confidential Information which: (i) now or hereafter, through no act or failure to act on Participant’s part, becomes generally known or available; (ii) is known to Participant at the time Participant receives same from Juxtaview.com as evidenced by written records; (iii) is hereafter furnished to Participant by a third party as a matter of right and without restriction on disclosure.
6. Proprietary Rights; No Right to Copy, Modify, or Disassemble.
   1. The Beta Test Platform provided by Juxtaview.com and all copies thereof, are proprietary to and the property of Juxtaview.com. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents, and other intellectual property rights in or associated with the Beta Test Platform are and will remain in Juxtaview.com and Participant shall have no such intellectual property rights in the Beta Test Platform.
   2. Participant may not copy or reproduce the Beta Test Platform without Juxtaview.com’s prior written consent, except as reasonably needed to perform its obligations hereunder and subject to the following restrictions. Participant may not copy or reproduce any software or documentation provided by Juxtaview.com, without Juxtaview.com’s prior consent, except as is reasonably needed to perform Participant’s obligations under this Agreement. Each copy of software or documentation made by Participant must contain Juxtaview.com’s proprietary and copyright notices in the same form as on the original. Participant shall not remove or deface any portion of any legend provided on any part of the Beta Test Platform.
   3. Participant agrees to secure and protect the Beta Test Platform and all copies thereof in a manner consistent with the maintenance of Juxtaview.com’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.
   4. Participant shall not reverse engineer, alter, modify, disassemble or decompile the Beta Test Platform, or any part thereof, without Juxtaview.com’s prior written consent.
7. Disclaimer of Warranty. By its nature, the Beta Test Platform may contain errors, bugs, and other problems that could cause system failure and the testing and quality assurance of the Beta Test Platform may not yet be completed. Because the Beta Test Platform is subject to change, Juxtaview.com reserves the right to alter the Beta Test Platform at any time, and any reliance on the Beta Test Platform is at Participant’s own risk. PARTICIPANT ACCEPTS THE BETA TEST PLATFORM “AS IS.” JUXTAVIEW.COM MAKES NO WARRANTY OF ANY KIND REGARDING THE BETA TEST PLATFORM. JUXTAVIEW.COM HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS.
8. Term and Termination.
   1. The term of this Agreement shall begin on the date set forth above (or, if no date is given, then the date both parties accept this Agreement by written signature) and shall continue until terminated as set forth below.
   2. This Agreement may be terminated at any time for any reason by either party giving ten days prior written notice to the other party, subject to Section 8.c below. A particular Beta Test Platform Agreement shall automatically terminate upon the general release to the public of the final product derived from the Beta Test Platform by Juxtaview.com, or sooner upon ten days prior written notice by either party. The parties acknowledge that Juxtaview.com is under no obligation to release any final product or Beta Test Platform to the public.
   3. Upon termination of this Agreement or a particular Beta Test Platform Agreement, Participant agrees to (a) return the Beta Test materials and all copies thereof to Juxtaview.com, if requested by Juxtaview.com in writing to do so, within seven days after such termination, or (b) if requested by Juxtaview.com to do so, certify to Juxtaview.com in writing that the Beta Test Platform and all copies thereof have been destroyed. The provisions of, and the obligations of the parties under, Sections 4, 5, 6, 7, 8, and 9, and any other provisions that would normally survive, shall survive the termination of this Agreement.
9. Limitation of Liability. IN NO EVENT SHALL JUXTAVIEW.COM BE LIABLE TO PARTICIPANT OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE BETA TEST PLATFORM OR THE TRANSACTIONS CONTEMPLATED HEREIN.
10. Exporting Restrictions; United States Government Legends. Beta Test Platforms, including Software, provided to Participant may be subject to United States Export Restrictions. Participant agrees not to export or re-export any Beta Test Platform or accompanying documentation in violation of any applicable laws and regulations of the United States or the country in which Participant obtained them. The software, firmware or other parts of the Beta Test Platform covered by this Agreement may contain strong data encryption code, which cannot be exported outside the United States or Canada. Participant agrees not to export or re-export, either physically or electronically, an encrypted Beta Test Platform or accompanying documentation without obtaining written authorization from the U.S. Department of Commerce.
11. Waiver.A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
12. Assignment; Severability. Participant agrees not to assign any rights under this Agreement; any attempted assignment shall be null and void and shall result in the termination of this Agreement. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
13. Governing Law. This Agreement shall be governed by the laws of the State of Florida, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in the State where Juxtaview.com is organized shall have exclusive jurisdiction to hear any dispute under this Agreement.
14. Entire Agreement. This Agreement and the Exhibits hereto, including any additional terms and conditions listed in Exhibit A for certain Beta Test Platforms, represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all prior agreements between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except by the written acceptance of both parties.

Exhibit A

The following constitute the components of the Juxtaview Beta Test

• Juxtaview website at http://juxtaview.com/mvp, including secure entry point and all sub-domains and sub-directories.