This Beta Test Agreement (“Agreement”) governs the disclosure of information by ZBS POS CORP and its subsidiaries “Front” (“Company”) to Front Beta Program participants (the “Recipient”) and Recipient’s use of Company’s beta service offering.

1. Subject to the terms and conditions of this Agreement, Company grants Recipient a nonexclusive, nontransferable license to use Front Beta Program software and/or products (collectively “Beta Products”) for a period designated by the Company for the purpose of testing and evaluating the Beta Products.

2. The Recipient agrees that it will at all times will hold in strict confidence and not disclose Confidential Information (as defined below) to any third party except as approved in writing by the Company and will use the Confidential Information for no purpose other than evaluating the Beta Product. The Recipient shall only permit access to Confidential Information to those of its employees having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. “Confidential Information” means all non-public materials and information provided or made available by Company to Recipient, including products and services, information regarding technology, know-how, processes, software programs, research, development, financial information and information the Company provides regarding third parties.

3. The Recipient’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when the Recipient can document that: (i) it was in the public domain at the time it was communicated to the Recipient; (ii) it entered the public domain subsequent to the time it was communicated to the Recipient through no fault of the Recipient; or (iii) is independently developed by Recipient without any use of Confidential Information, as demonstrated by files in existence at the time Recipient independently developed that information. After Recipient’s evaluation of the Beta Program is complete, or upon request of the Company, the Recipient shall promptly return to the Company all documents, notes and other tangible materials and return or certify the destruction of all electronic documents, notes, software, data, and other materials in electronic form representing the Confidential Information and all copies thereof OR if Recipient chooses to continue using the Beta Products after the termination of the Front Beta Program, Recipients must update all software, mobile apps or other to the commercially available version of the Beta Product which may be subject to separate fees, conditions or contracts not applicable during the Beta Program. For more information about the Confidential Information Agreement (Nondisclosure Agreement) for the Front Beta Program, click here.

4. The Recipient agrees that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right. The Recipient shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information or the Beta Products. The Recipient will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information or the Beta Products.

5. These Beta Products are a beta release offering and are not at the level of performance of a commercially available product offering. The Beta Products may not operate correctly and may be substantially modified prior to first commercial release, or at Company’s option may not be released commercially in the future. THE BETA PRODUCTS AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY COMPANY, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE BETA PRODUCTS REMAINS WITH RECIPIENT.

6. COMPANY AND ITS LICENSORS SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE BETA PRODUCTS OR THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $50.00 OR THE AMOUNT RECIPIENT ACTUALLY PAID COMPANY UNDER THIS AGREEMENT (IF ANY).

7. If, for any reason, the Recipient wishes to terminate their enrollment within the Beta Program, the Recipient must submit in writing their full name, business name, business address, and reason for unenrolling from the Beta Program. All Recipients that choose to terminate their participation in the Beta Program before the Beta Program ends (either at the end of the six month period or at will by the Company, whichever occurs first) will be subjected to a $1000.00 penalty to be submitted to the Company within five business days after receiving confirmation of unenrollment from the Beta Program. In addition, all software, applications or other associated materials with the purpose of operating the Beta Products during the Beta Program are to be deleted from any equipment or hardware used during the Beta Program. If Recipient received any promotional materials, hardware or other tangible equipment (ie. mobile tablets, tablet stands, etc.) to utilize during the Beta Program, the Recipient must return all aforementioned materials, hardware, and equipment to the Company within ten business days of the termination notice. The Recipient will be responsible for any and all shipping costs, damage costs, costs to restock, and any other fees associated with returning associated equipment.

8. The Company reserves the right to terminate this Agreement, the Beta Program and any other similar services and programs at any time without prior notice. The Front Beta Program may end at any time before the end of the initial testing period of six months. If the Beta Program is ended prematurely by the Company and the Recipient still wishes to continue using the Beta Products, Recipients must redownload or update the Beta Products (software, mobile app or other) to the commercially available version of the Beta Products. All Recipients who continue use of said products, software or services post-Beta Program may be subjected to fees and pricing that are associated with the usage of the commercially available Beta Products. If the Recipient chooses not to continue using the commercially available Beta Products, the Recipient must delete any and all software, applications or other associated materials with the purpose of operating the Beta Products during the Beta Program. If Recipient received any promotional materials, hardware or other tangible equipment (ie. mobile tablets, tablet stands, etc.) to utilize during the Beta Program and have since decided to discontinue usage of the Beta Products or the commercially available version of the Beta Products (regardless of when the program ends or is terminated), the Recipient must return all aforementioned materials, hardware, and equipment to the Company within ten business days of the termination notice. The Recipient will be responsible for any and all shipping costs, damage costs, costs to restock, and any other fees associated with returning associated equipment.

9. The Recipient’s obligations under this Agreement shall survive any termination of this agreement. This Agreement shall be governed by and construed in accordance with the laws of Georgia. The Recipient hereby agrees that breach of this Agreement will cause Company irreparable damage for which recovery of damages would be inadequate, and that the Company shall therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. The Recipient will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. By agreeing to the terms during the enrollment into the Beta Program, the Recipient has caused this Agreement to be executed as of the date of signing.

In connection with ZBS POS CORP, or its subsidiaries and affiliates (“Front”, “Front Tab”) research and development or testing activities, as proposed or agreed to by Front from time to time, you, as a participant in such activities, (“Recipient”) hereby agree with Front that:

1. Front may disclose to Recipient in tangible or intangible form (a) product plans, products in development, prototypes, beta products, beta software and associated materials, hardware, data, or information (collectively, “Beta Products”), (b) other information that is marked as confidential, or (c) other information that Front considers confidential and that would, under the circumstances, appear to a reasonable person to be confidential (“Confidential Information”). For the avoidance of doubt, Confidential Information also includes all notes, analyses, compilations, studies, interpretations, feedback, mockups, photos, videos, audio clips, audio visuals, other media or documents prepared by Recipient or its Representatives (as defined below) that contain, reflect, or are based in whole or in part on Confidential Information. Confidential Information does not include information that (i) is publicly available through no fault of Recipient, (ii) becomes known to Recipient, rightfully and without restriction, from a source other than Front without breach of this agreement and otherwise not in violation of Front’s rights, or (iii) is independently developed by Recipient without any use of Confidential Information, as demonstrated by files in existence at the time Recipient independently developed that information.

2. Recipient may use Confidential Information only internally to evaluate the Beta Products in accordance with the Front Beta Agreement. Recipient has agreed to or will agree to as a condition to creating a Front account or using any Front services (the “Front Beta Agreement”) and any other requirements specified orally or in writing by Front (the “Purpose”). Recipient will not copy any Confidential Information. Recipient will treat Confidential Information with at least the highest degree of care with which it treats similar materials of its own, and in any case no less than a reasonable degree of care. Recipient may disclose Confidential Information only to its employees and contractors (collectively, its “Representatives”) as necessary for the Purpose and under a written agreement at least as protective of Confidential Information as this agreement. Recipient will notify Front immediately in writing if Recipient becomes aware of any misuse or unauthorized disclosure of Confidential Information.

3. Upon the termination of Front’s Beta Program or internal evaluation or within two (2) days of Front’s written request, Recipient will destroy all Confidential Information, delete or return any tangible Beta Products, and update any beta version of a Front mobile app to the latest released version of such Front mobile app. This agreement’s provisions will survive as to all Confidential Information disclosed.

4. This agreement doesn’t impose any obligation on Front to disclose any Confidential Information or grant Recipient any rights in Front intellectual property, except the limited right to use Confidential Information for the Purpose.

5. All bug or error reports, feedback, photos, videos, audio clips, audiovisuals, other media, comments, or ideas Recipient submits to Front about the Confidential Information will be considered “Ideas” under the Front Beta Agreement, and Front will have the right to use and disclose such Ideas to the same extent as other Ideas Recipient submits under the Front Beta Agreement.

6. Recipient’s obligations in this agreement are necessary and reasonable in order to protect Front and its business. Due to the unique nature of Confidential Information, monetary damages would be inadequate to compensate Front for any breach by Recipient of this agreement. Accordingly, Recipient agrees that any breach or threatened breach may cause irreparable injury to Front and, in addition to any other remedies available at law, in equity, or otherwise, Front will be entitled to obtain injunctive relief against Recipient’s threatened or continuing breach of this agreement.

7. This agreement is not assignable or transferable by Recipient without the prior written consent of Front. This agreement is the parties’ entire agreement on this topic, superseding any prior or contemporaneous agreements (provided that this agreement supplements, and does not supersede, any other Front Beta Agreement or Front Agreement), and any amendments must be in writing and executed by the parties. Failure to enforce any of the provisions of this agreement will not constitute a waiver. If any provision is unenforceable, the other provisions will remain effective. This agreement is governed by the laws of the State of Georgia, excluding its choice of law rules. The exclusive venue for any dispute relating to this agreement shall be Cobb County, Georgia.