Beta Program Addendum

This Beta Program Addendum (this “Addendum”) is entered into between Berth Right MGMT LLC, a Florida limited liability company doing business as BerthRight (“BerthRight”), and the Customer identified in the Order Form (“Customer”), and supplements the Master Services Agreement between them (the “Agreement”). Capitalized terms not defined here have the meanings given in the Agreement.

Recitals

A. BerthRight has developed the BerthRight marina management platform (the “Service”), which is newly released and under active development.

B. Customer wishes to obtain early access to the Service in advance of its general availability, at the discounted subscription rate stated in the Order Form, in order to evaluate it and to operate its marina business with it.

C. The discounted rate stated in the Order Form is substantially below BerthRight’s standard rate. BerthRight is willing to provide early access at that rate only on the terms of this Addendum, and would not do so on any other basis.

D. The parties intend that this Addendum allocate the risks of using a pre-general-availability product between them, in exchange for the discounted access described below.

1. Beta Period

1.1 The “Beta Period” begins on the Effective Date stated in the Order Form and ends on the earlier of (a) the last day of the promotional discounted-rate period stated in the Order Form, or (b) the date stated in a written notice from BerthRight that the Service has transitioned to general availability for Customer.

1.2 BerthRight will give Customer at least thirty (30) days’ written notice before the Beta Period ends.

1.3 BerthRight may extend the Beta Period on written notice. Any extension continues the discounted rate and this Addendum on the same terms.

1.4 During the Beta Period, subscription fees are payable at the discounted rate stated in the Order Form. Usage-based charges for messaging, if any, are payable in full as stated in the Order Form. On the first day after the Beta Period ends, the standard rate stated in the Order Form applies.

1.5 Limited Availability Credit. Although the Support and Service Level Policy does not apply during the Beta Period, if the Service is materially unavailable to Customer for more than twenty-four (24) cumulative hours in a calendar month during the Beta Period, BerthRight will, on Customer’s written request made within thirty (30) days after the end of that month, waive or refund Customer’s subscription fee for that month. This is Customer’s sole and exclusive remedy for unavailability during the Beta Period and does not create an uptime commitment or a service level agreement.

2. Nature of the Service During the Beta Period

2.1 Acknowledgment. Customer acknowledges and agrees that during the Beta Period the Service is a pre-general-availability product provided for evaluation and early operational use, and specifically that:

(a) the Service may contain defects, errors, bugs, and incomplete or non-functioning features, and may not operate in accordance with the Documentation, any demonstration, any proposal, or any statement made by BerthRight personnel;

(b) the Service may be unavailable, interrupted, degraded, or suspended at any time and without notice, including for deployments, maintenance, and remediation, and no service level agreement, uptime commitment, uptime target, service credit, or support response commitment applies during the Beta Period;

(c) Customer Data may be lost, corrupted, duplicated, deleted, or rendered temporarily or permanently inaccessible;

(d) features and functionality may be added, modified, restricted, or removed at any time, may not be included in the generally available Service, and may later be offered only at additional cost;

(e) the Service has not been subjected to the extended production use history, load, or third-party audit of an established product; and

(f) BerthRight has made no representation that the Service is suitable for Customer’s particular requirements; and

(g) the discounted rate charged during the Beta Period reflects, and is consideration for, the matters acknowledged in this Section 2 and the disclaimers and limitations in Sections 3 and 4.

2.2 Independent Records — Customer Obligation. Customer will, throughout the Beta Period, maintain an independent record of its reservations, slip and storage assignments, invoices, payments received, and customer contact information, sufficient to allow Customer to operate its business and satisfy its own legal, tax, and accounting obligations without reliance on the Service. Customer will export its Customer Data using the tools BerthRight provides not less frequently than monthly and retain each export. Customer acknowledges that this obligation is a material term of this Addendum and a condition of the discounted access.

2.3 No Reliance for Safety or Emergency Use. Customer will not use the Service as the sole means of recording or communicating any information on which the safety of persons or vessels depends, including emergency contacts, hazardous conditions, or fuel or hazardous-materials handling records.

3. Warranty Disclaimer

3.1 DURING THE BETA PERIOD, THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BERTHRIGHT EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

3.2 THE SERVICE WARRANTY IN SECTION [__] OF THE AGREEMENT DOES NOT APPLY DURING THE BETA PERIOD AND IS SUSPENDED FOR ITS DURATION. IT TAKES EFFECT ON THE FIRST DAY AFTER THE BETA PERIOD ENDS.

3.3 NO STATEMENT MADE IN ANY DEMONSTRATION, PROPOSAL, ROADMAP, MARKETING MATERIAL, OR DOCUMENTATION CREATES ANY WARRANTY DURING THE BETA PERIOD.

4. Limitation of Liability During the Beta Period

4.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, BERTHRIGHT’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO USE OF THE SERVICE DURING THE BETA PERIOD, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND REGARDLESS OF WHEN THE CLAIM IS ASSERTED, WILL NOT EXCEED THE GREATER OF (i) FIVE HUNDRED DOLLARS ($500) OR (ii) THE SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO BERTHRIGHT FOR THE BETA PERIOD.

4.2 THIS LIMITATION APPLIES TO ALL CLAIMS IN THE AGGREGATE, INCLUDING CLAIMS RELATING TO LOSS OR CORRUPTION OF DATA, UNAUTHORIZED ACCESS TO OR DISCLOSURE OF DATA, CONFIDENTIALITY, AND SERVICE UNAVAILABILITY.

4.3 NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE BETA PERIOD.

4.4 Sections 4.1 through 4.3 do not limit: (a) Customer’s payment obligations; (b) Customer’s indemnification obligations under the Agreement; (c) either party’s obligations under the Data Processing Addendum with respect to compliance with applicable privacy law; or (d) liability that cannot be limited under applicable law, including for fraud, gross negligence, or willful misconduct.

5. Feedback

5.1 Customer will use reasonable efforts to provide BerthRight with prompt feedback regarding defects, errors, usability, and desired functionality, and to respond to reasonable requests for information about its use of the Service.

5.2 Customer grants BerthRight a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, disclose, reproduce, modify, and exploit all feedback for any purpose, without restriction or obligation to Customer. Customer will not provide feedback that is subject to any third party’s rights.

6. Confidentiality of Non-Public Information

6.1 Features, functionality, performance characteristics, roadmap, and pricing of the Service that are not generally available to the public are BerthRight’s Confidential Information under the Agreement.

6.2 Customer will not publish or disclose any benchmark, load test, or performance evaluation of the Service without BerthRight’s prior written consent.

7. Reference Rights

7.1 Customer grants BerthRight the right to identify Customer as a customer, to use Customer’s name and logo on BerthRight’s website and in sales materials, and to describe the deployment in general terms.

7.2 Customer will, on BerthRight’s reasonable request and no more than [twice] during the Beta Period, participate in a reference call or provide a written quotation, subject to Customer’s approval of any quotation attributed to it.

8. Transition and Termination

8.1 Transition to General Availability. On the day after the Beta Period ends, this Addendum terminates automatically, the Agreement applies without the modifications in this Addendum, the Support and Service Level Policy takes effect, and subscription fees become payable in accordance with the Order Form.

8.2 Customer’s Right to Exit. Customer may terminate the Agreement for convenience at any time before the Beta Period ends, effective immediately on written notice, with no termination fee and no further obligation other than payment of subscription fees accrued through the end of the then-current billing period and any accrued usage-based charges.

8.3 BerthRight’s Right to End the Beta. BerthRight may terminate the Beta Period, or Customer’s participation in it, at any time and for any reason on written notice, in which case the Agreement terminates on the same date unless the parties agree in writing to continue on paid terms.

8.4 Data on Exit. On any termination under this Section 8, BerthRight will make Customer Data available for export in accordance with the Data Export and Deletion Policy. This obligation is not limited or excused by Section 4.

9. Consideration and Basis of the Bargain

Customer acknowledges that: (a) the discounted subscription rate provided during the Beta Period, which is substantially below BerthRight’s standard rate and is stated together with that standard rate on the Order Form, is valuable consideration for the acknowledgments, disclaimers, and limitations in Sections 2, 3, and 4; (b) those provisions reflect a reasonable and negotiated allocation of risk between commercially sophisticated parties; (c) BerthRight has relied on them in agreeing to provide the Service without subscription fees; and (d) they apply notwithstanding the failure of the essential purpose of any limited remedy.

10. Order of Precedence

In the event of a conflict between this Addendum and the Agreement, this Addendum controls with respect to the Beta Period only, except that the Data Processing Addendum controls with respect to the processing of personal information at all times.

AGREED:

Berth Right MGMT LLC	Customer
By: ______________________	By: ______________________
Name:	Name:
Title:	Title:
Date:	Date: