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Alpha – Beta Testing Program
Terms and Conditions

Epiq may make available to Client certain Epiq software products, features, or functionalities on an alpha and/or beta basis (“Testing”) for evaluation and feedback purposes. Such Testing shall be governed by the Terms and Conditions of this Exhibit, as applicable, and may be subject to additional usage limitations, disclaimers, or requirements communicated by Epiq in writing (collectively, “T&Cs”).

   1.   Testing, Test Plan, and Feedback. Subject to the terms and conditions herein, Epiq hereby grants Participant a nonexclusive, nontransferable, non-sublicensable, revocable and limited license to access and use Epiq Software, any related materials (which may include, but are not limited to, Test Plans, non-public information, related documentation, workflows, AI models, configurations, and user interfaces) (collectively, “Epiq Materials”), for the Term of the Agreement to access and use the Software solely for Testing and evaluation in a non-production environment in accordance with an applicable Test Plan. Test Plans will be communicated to the Participant by email and will set forth the applicable requirements (each, a “Test Plan”). Participant agrees to test the Software in accordance with the applicable Test Plan and shall use reasonable efforts to provide Epiq with suggestions, comments, and feedback regarding the Software, including but not limited to usability, bug reports, and test results (“Feedback”). Participant acknowledges that all Feedback shall be deemed non-confidential and hereby assigns to Epiq all rights, title, and interest in and to such Feedback without restriction, and Epiq shall have the right to use, modify, and incorporate such Feedback into its products and services without any obligation to Participant. Use for any commercial resale or competitive analysis is expressly prohibited. All rights not expressly granted to Participant are reserved by Epiq and its licensors. For purposes of these T&Cs, “Software” means all software, programs, algorithms, libraries, utilities, tools, visual interfaces, graphics, designs, compilations, or other computer or program code in any form provided by Epiq to Participant. Software can also be Software-as-a-Service (SaaS) and on-premises Software solutions provided by Epiq to Participant. Epiq reserves the right to make changes, modifications, reductions in functionality, and enhancements to Software, at any time, and from time to time without prior notice.

   2.   Fees. No fees are payable.

   3.   Term and Termination. The Alpha-Beta Testing Program will be effective as of the Effective Date and will continue in effect until terminated by either party as permitted herein (the “Term”). Either party may terminate a Test Plan or the Alpha-Beta Testing Program by written notice provided to the other party at any time. Upon termination of any Test Plan or the Alpha-Beta Testing Program itself, Participant must cease use of the Software and return or destroy all Confidential Information.

   4.   License Expiration. The license for a specific Software release expires upon the earliest of:

  1. termination of access by Epiq;
  2. Participant’s decision to cease Testing; or
  3. termination of a Test Plan or the Alpha-Beta Testing Program.

   5.   Ownership. Participant acknowledges that the Software is loaned for Testing and that Epiq retains ownership of all right, title, and interest, including all related intellectual property rights (including without limitation, all patent rights, design rights, copyrights, and trade secret rights), in and to Software and the Epiq Materials. This includes any and all enhancements, enhancement requests, ideas, Feedback, modifications, extensions, derivative works, or other contributions made by Participant, excluding Participant Confidential Information, which are hereby assigned to Epiq. This Alpha-Beta Testing Program does not constitute a sale and does not convey to Participant any rights of ownership in or related to Software or the intellectual property rights owned by Epiq.

   6.   Limitations on Use. Participant shall not disclose to any third party the results of any evaluation, performance testing, availability monitoring, or functionality assessment of the Software conducted by or on behalf of Participant, including any benchmarking or competitive analysis, without prior written consent from Epiq.

Participant shall not, and shall not permit others to:

  1. modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of Software;
  2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of Software;
  3. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Epiq Materials or Software to any other party, including on or in connection with the internet or any time-sharing, service bureau, SaaS, cloud or other technology or service; or
  4. access or use any Epiq Materials or Software for purposes of competitive analysis of these materials, the development, provision or use of a competing software product or service, or any other purpose that is to Epiq detriment or commercial disadvantage.

Additionally, Participant shall not use Software to:

  1. send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
  2. send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children, violate third-party privacy rights, or in violation of any law or regulation;
  3. send or store material containing software, worms, trojan horses, or other harmful computer code, files, scripts, agents or programs;
  4. interfere with or disrupt the integrity or performance of Software or the data contained therein; or
  5. attempt to gain unauthorized access to Software or its related systems or networks.

   7.   Responsibilities. Participant is responsible for all activity occurring under Participant’s designated user accounts and shall comply with all applicable laws and regulations in connection with Participant’s use of Software, but not limited to those related to data privacy, international communications, the transmission of technical or personal data, and export control laws and regulations. The parties will comply with the data protection obligations set forth in the Data Protection Schedule, available at https://www.epiqglobal.com/en-us/data-processing-terms. Participant shall:

  1. notify Epiq immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to Software; and
  2. report to Epiq immediately and use reasonable efforts to stop immediately any copying, distribution, or misuse of Epiq Materials that becomes known or suspected by Participant. Participant shall indemnify and hold Epiq, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) to the extent arising out of or in connection with a claim alleging that use of the Participant Confidential Information infringes a copyright, patent, or a trademark of, or has caused harm to the rights of, a third party or otherwise violates any law or regulation.

   8.   Affiliates. Where approved by Epiq in writing, Software may be tested by a Participant Affiliate. Herein, a “Participant Affiliate” is defined as an entity that is more than fifty percent (50%) owned by Participant. Participant shall remain fully responsible for Participant Affiliate compliance with these T&Cs.

   9.   Support. Epiq may consult with Participant regarding use of the Software, but no maintenance, support, updates, or service-level commitments are provided.

   10.   Confidentiality. Participant shall protect all Epiq Materials, Software, and Epiq intellectual property from unauthorized use, access, or disclosure, and shall not use or disclose such materials except as expressly permitted herein. Epiq shall protect all Participant Confidential Information using commercially reasonable administrative, technical, and organizational safeguards consistent with industry standards to prevent unauthorized access, use, or disclosure. Herein, Participant Confidential Information means Participant-provided data used during Testing. Participant Confidential Information shall be used solely for execution of the applicable Test Plan and shall not be used to train generalized or foundation AI models or cross-customer AI systems without Participant’s express written authorization. Participant Confidential Information will be deleted and not retained by Epiq upon completion or termination of the applicable testing program, except as required by law or standard backup practices. Notwithstanding the foregoing, Epiq may delete Participant Confidential Information at any time with or without notice. Upon request, each party shall return or destroy the other party’s confidential information and certify such destruction.

   11.   Disclaimer of Warranty and Limitation of Liability. THE SOFTWARE IS PROVIDED “AS IS” AND EPIQ MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EPIQ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR THE USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EPIQ DOES NOT WARRANT THAT THE SOFTWARE, IS OR WILL BE ERROR-FREE, WILL MEET PARTICIPANT’S REQUIREMENTS, OR BE TIMELY OR SECURE. EPIQ SHALL NOT HAVE ANY LIABILITY TO THE PARTICIPANT OR TO ANY THIRD PARTY (WHETHER IN TORT, EQUITY, CONTRACT, WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY IN ACCORDANCE WITH APPLICABLE LAW, RULE OR REGULATION) FOR ANY DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST WAGES, BUSINESS OR PROFITS, OR LOSS OF DATA INCURRED BY PARTICIPANT OR ANY OTHER PERSON, ARISING OUT OF RELATING TO THE ALPHA-BETA PROGRAM OR THESE T&CS. TO THE EXTENT CERTAIN JURISDICTIONS GOVERNING THE ALPHA-BETA PROGRAM OR THESE T&CS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY HEREUNDER OR OTHERWISE RENDER ANY PART OF THE EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY UNENFORCEABLE, THE ABOVE EXCLUSIONS AND LIMITATIONS SHALL BE MODIFIED TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. EPIQ’S TOTAL LIABILITY UNDER THE ALPHA-BETA PROGRAM OR THESE T&CS SHALL NOT EXCEED FEES PAID UNDER HEREIN.

   12.   Export Control. Participant understands that the Software may be subject to export control laws and regulations. Participants MAY NOT EXPORT OR RE-EXPORT PRODUCT(S) OR ANY UNDERLYING INFORMATION OR TECHNOLOGY.

   13.   Survival. Sections relating to confidentiality, ownership, limitation of liability, and governing law survive termination of a participation of a Test Plan or the Alpha-Beta Program.

   14.   General. These T&Cs constitute the entire agreement between the parties pertaining to its subject matter and supersede all prior and contemporaneous agreements with respect to such subject matter. These T&Cs shall be governed by the substantive laws of the State of New York without regard to any conflicts of law principles. All clauses and covenants herein are severable; in the event any or part of them are held invalid or unenforceable by any court, such clauses or covenants shall be valid and enforced to the fullest extent available, and these T&Cs will be interpreted as if such invalid or unenforceable clauses or covenants were not contained herein. The parties are independent contractors and, except as expressly stated herein, neither party shall have any rights, power or authority to act or create an obligation on behalf of the other party. These T&Cs shall inure to the benefit of the parties and their successors and assigns. These T&Cs are solely for the benefit of Epiq and Participant and any approved Participant Affiliates (and no third party shall be deemed a beneficiary hereunder) and these T&Cs shall not be assigned by either party without the other party’s prior written consent. These T&Cs, to the extent signed and delivered by electronic means, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.