BETA SOFTWARE END USER LICENCE AGREEMENT (EULA)

This BETA SOFTWARE LICENCE AGREEMENT (this "Agreement") is a legal agreement between you and Hypercritical Limited ("Hypercritical"). By clicking "I AGREE" at the end of these Terms, registering as a user, or using the Beta Software (as defined below) you acknowledge and agree that you have reviewed, understand, and accept this Agreement. If you are agreeing to this Agreement as an individual, then the term "you" refers to you individually. If you are agreeing to these Terms as a representative of an entity, then you represent that you have the authority to bind that entity and the term "you" refers to that entity.

Your access to, and use of, the Beta Software and all the content made available on and through the Beta Software is subject to this Agreement and all applicable laws.

1. DEFINITIONS

The term "Beta Software" shall have the following meaning: the object code form of Hypercritical's proprietary software application known as HyperPilot, and any related documentation made available to you by Hypercritical.

The term "Beta Period" shall have the following meaning: the time frame during which the Beta Software is made available to you in a pre-release version for the purposes of testing and feedback collection. The "Beta Period" shall commence upon the User's initial access to the Software and shall continue until the Software's official commercial release, unless otherwise specified by Hypercritical. During this period, the Software may be provided with limited functionality, may contain defects, and may not operate as intended. Hypercritical reserves the right to modify, discontinue, or terminate the Beta Period at its sole discretion, with or without prior notice.

2. BETA LICENCE

Subject to the terms of this Agreement, Hypercritical hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-assignable right, and licence to access and use the Beta Software solely for your own personal, non-commercial use on up to 10 personal hardware devices ("Authorised Devices") until such time as this Agreement has been terminated pursuant to Section 6 or testing has been suspended pursuant to Section 4 (the "Beta Period").

3. RESTRICTIONS

The licence granted to you under this Agreement is granted solely to you and not, by implication or otherwise, to any parent, subsidiary or affiliate of yours. You may not assign, sell, rent, lease, sublicense, lend, transfer, resell or distribute the Beta Software to any third party or use the Beta Software on behalf of any third party unless otherwise agreed to in advance in writing by Hypercritical in its sole discretion.

4. YOUR OBLIGATIONS

You agree to (a) test the Beta Software and cooperate with Hypercritical in evaluating the Beta Software; and (b) work with Hypercritical to identify and resolve any errors, problems, or defects in the Beta Software discovered by you or Hypercritical.

5. TITLE

Title and full ownership in and to the Beta Software and all trade secret, copyright, and patent rights and all other intellectual property and proprietary rights in and to the Beta Software (including without limitation, any third-party software incorporated therein) remain with Hypercritical and its licensors.

6. TERM

This Agreement continues until the end of the Beta Period or until earlier terminated in accordance with this Section 6, whichever occurs first. Hypercritical may immediately terminate this Agreement upon written notice if you fail to comply with any term of this Agreement.

7. DISCLAIMER

YOU ACKNOWLEDGE AND AGREE THAT: (A) THE BETA SOFTWARE LICENSED HEREUNDER IS EXPERIMENTAL AND IT HAS NOT YET BEEN COMPLETELY TESTED, IMPLEMENTED OR DEBUGGED BY HYPERCRITICAL.

8. INDEMNITIES

You agree to indemnify and hold harmless Hypercritical from and against any and all liabilities, losses, penalties, fines, costs, damages, and expenses arising from or relating to or based on any of the following: (a) your use of the Beta Software or (b) any material breach of this Agreement by you.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HYPERCRITICAL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT, REVENUE OR DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

10. INJUNCTIVE RELIEF

You agree that in the event of a material breach of this Agreement by You, including, without limitation, a breach of Sections 2 or 3, Hypercritical shall be entitled to seek immediate injunctive relief.

11. CONFIDENTIALITY

You will maintain the strict confidentiality of the Beta Software and all information and materials contained in or available through the Beta Software.

12. GOVERNING LAW AND JURISDICTION

This Agreement will be governed by, and interpreted in accordance with, the laws of the United Kingdom of Great Britain and Northern Ireland.

13. MISCELLANEOUS

This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement.