MOREPLAN LLC BETA TESTER AGREEMENT

This Beta Tester Agreement ("Agreement") is entered into as of the date of acceptance below ("Effective Date") by and between Moreplan LLC, a Texas limited liability company ("Moreplan"), and the individual or entity accepting this Agreement ("Beta Tester"). This Agreement governs Beta Tester's access to and use of the pre-release version of the Moreplan platform, an AI-powered SaaS application for restaurant floorplan automation (the "Beta Software"), as further described herein.

DEFINITIONS

1.1. "Beta Software" means the pre-release, beta version of the Moreplan platform, including AI section generation, server rotation fairness tracking, staffing alerts, compliance logging, LLM-powered features, and related floorplan outputs, reports, and recommendations, as made available to Beta Tester under this Agreement. The Beta Software may be incomplete, contain bugs, and is not at the level of performance or compatibility of a final, commercially released product.

1.2. "Beta Period" means the period commencing on the Effective Date and ending on the earlier of: (a) the date Moreplan notifies Beta Tester that the Beta Period has concluded; (b) the date Moreplan makes the Beta Software generally commercially available; or (c) the date this Agreement is terminated in accordance with its terms.

1.3. "Feedback" means any feedback, suggestions, comments, ideas, bug reports, test results, performance data, evaluations, or recommendations that Beta Tester provides to Moreplan regarding the Beta Software or Documentation during the Beta Period.

1.4. "Confidential Information" means the Beta Software, all Documentation, the existence and terms of this Agreement, all technical information, features, functionality, and performance characteristics of the Beta Software, all Feedback, and any other non-public information disclosed by Moreplan to Beta Tester in connection with this Agreement, whether disclosed orally, in writing, or by any other means, and whether or not marked as confidential.

1.5. "Documentation" means any user guides, manuals, specifications, release notes, or other materials that Moreplan makes available to Beta Tester in connection with the Beta Software.

1.6. "Workforce Data" means the subset of Customer Data consisting of data relating to Beta Tester's employees or staff, including names, payroll identifiers, performance tier ratings, shift start and end times, shift duration, cut history, section assignment history, and any other personal data relating to identified or identifiable employees of Beta Tester.

1.7. "Guest Data" means the subset of Customer Data consisting of data relating to Beta Tester's restaurant guests, including names, party sizes, reservation times, VIP and celebration designations, language preferences, dietary notes, and free-text reservation notes imported from reservation management platforms including SevenRooms, OpenTable, Resy, or similar services.

1.8. "Platform Outputs" means floorplan assignments, section rotation recommendations, staffing alerts, fairness scores, compliance logs, and other outputs generated by the Beta Software in response to Beta Tester's inputs during the Beta Period.

LICENSE GRANT

2.1. Limited License. Subject to the terms and conditions of this Agreement, Moreplan hereby grants to Beta Tester a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Beta Period to access and use the Beta Software and Documentation solely for the purpose of internal evaluation and beta testing. This license does not authorize use of the Beta Software for any production, commercial, or revenue-generating purpose.

2.2. Restrictions. Beta Tester shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works of the Beta Software or Documentation; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying algorithms of the Beta Software; (c) sublicense, sell, resell, transfer, assign, or otherwise make the Beta Software available to any third party; (d) use the Beta Software in a production environment or for any commercial purpose; (e) use the Beta Software to process the data of any third party without Moreplan's prior written consent; (f) remove or alter any proprietary notices, labels, or marks on the Beta Software or Documentation; or (g) use the Beta Software in any manner that violates applicable law or this Agreement.

2.5. Beta Software Availability; Manual Fallback. Moreplan will use commercially reasonable efforts to maintain accessibility of the Beta Software during the Beta Period. Beta Tester acknowledges that the Beta Software is pre-release software and may experience downtime, instability, data loss, or service interruptions without advance notice, and that no formal uptime guarantee is provided. Moreplan will use reasonable efforts to: (a) notify Beta Tester of planned maintenance expected to cause an interruption of more than thirty (30) minutes, with at least forty-eight (48) hours' advance written notice where practicable; (b) prioritize resolution of outages that affect Beta Tester's ability to generate section assignments during active restaurant service hours; and (c) respond to Beta Tester's reports of critical failures (complete inability to generate section assignments) within four (4) business hours of receipt of written notice during normal business hours (9:00 a.m. to 6:00 p.m. Central Time, Monday through Friday). Beta Tester shall at all times maintain manual backup and fallback procedures for all restaurant operations that are independent of the Beta Software, and assumes all risk of operational disruption resulting from Beta Software unavailability.

2.3. Authorized Pilot Use; Disclaimer. Beta Tester acknowledges that the Beta Software is pre-release software provided primarily for evaluation and testing purposes. Notwithstanding the foregoing, to the extent Moreplan has expressly authorized Beta Tester in writing to use the Beta Software in a live, operational restaurant environment ("Authorized Pilot Use"), such use is permitted solely to the scope and manner described in such written authorization. Beta Tester assumes all risk associated with any Authorized Pilot Use, including risks arising from reliance on outputs generated by the Beta Software in an operational setting. Moreplan disclaims all responsibility for any harm or loss resulting from Beta Tester's use of or reliance on the Beta Software or its outputs, whether in evaluation or operational contexts.

2.4. Human Review Requirement. Beta Tester acknowledges that all Platform Outputs, including section assignments, rotation recommendations, staffing alerts, and server-guest matching suggestions, are recommendations only and are not intended to replace independent human judgment. Beta Tester represents and warrants that it will not implement any section assignment, rotation schedule, staffing decision, or other operationally significant Platform Output without prior independent review and affirmative approval by a qualified manager or supervisor. Moreplan is not responsible for any employment, staffing, tip-allocation, wage-and-hour, or other operational decision made by Beta Tester, regardless of whether such decision was informed by a Platform Output.

BETA TESTING OBLIGATIONS

3.1. Testing Activities. Beta Tester agrees to: (a) actively test and evaluate the Beta Software during the Beta Period in accordance with any testing guidelines provided by Moreplan; (b) provide Moreplan with prompt, detailed, and accurate Feedback regarding Beta Tester's experience with the Beta Software, including identification of errors, bugs, defects, and performance issues; (c) promptly report to Moreplan any security vulnerabilities, data integrity issues, or other critical defects discovered during testing; and (d) cooperate with Moreplan's reasonable requests for information relating to Beta Tester's use of the Beta Software.

3.2. Feedback License. Beta Tester hereby grants to Moreplan a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, distribute, and incorporate any Feedback for any purpose, including without limitation incorporation into the Beta Software, the commercially released platform, or any other Moreplan product or intellectual property, without any obligation of compensation, attribution, or accounting to Beta Tester. Beta Tester represents and warrants that it has full authority to grant this license and that the Feedback does not infringe the intellectual property rights of any third party.

CONFIDENTIALITY

4.1. Non-Disclosure. Beta Tester shall: (a) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose any Confidential Information to any third party without Moreplan's prior written consent; (c) not use any Confidential Information for any purpose other than as expressly authorized under this Agreement; (d) limit access to Confidential Information to those of Beta Tester's employees or contractors who have a need to know for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (e) implement and maintain reasonable physical, technical, and administrative security measures to protect the confidentiality of all Confidential Information.

4.2. Non-Disclosure of Beta Program. Beta Tester shall not publicly disclose, publish, post, blog, tweet, or otherwise disseminate any information about the Beta Software, its features, functionality, performance, or availability, or the existence of this Agreement or the beta program, without Moreplan's prior written consent. Beta Tester shall not make any press release or other public announcement relating to the Beta Software or this Agreement without Moreplan's prior written consent. Notwithstanding the foregoing, the parties may, upon mutual written agreement, issue a joint press release or participate in a mutually agreed case study, reference, or testimonial program describing Beta Tester's participation in the beta program and Beta Tester's experience with the Beta Software, on terms and in a form approved in writing by both parties.

4.3. Exceptions. The obligations in Section 4.1 shall not apply to information that: (a) is or becomes publicly available through no act or omission of Beta Tester; (b) was rightfully known to Beta Tester prior to disclosure by Moreplan, as demonstrated by written records predating the disclosure; (c) is independently developed by Beta Tester without reference to or use of the Confidential Information, as demonstrated by written records; or (d) is required to be disclosed by applicable law, regulation, or court order, provided that Beta Tester gives Moreplan prompt prior written notice of such requirement to the extent permitted by law and reasonably cooperates with Moreplan in seeking a protective order or other appropriate relief.

INTELLECTUAL PROPERTY

5.1. Moreplan Ownership. As between the parties, Moreplan exclusively owns all right, title, and interest in and to the Beta Software, Documentation, all updates, modifications, and derivative works thereof, and all intellectual property rights therein, including all patents, copyrights, trademarks, trade secrets, AI models, algorithms, training data, and other proprietary rights. This Agreement does not sell or assign any intellectual property rights to Beta Tester. The license granted under Section 2.1 is the only right granted to Beta Tester with respect to the Beta Software and Documentation.

5.2. Outputs. Moreplan does not claim ownership of specific outputs generated by the Beta Software in direct response to Beta Tester's inputs during authorized testing ("Beta Outputs"); provided, however, that: (a) Beta Tester's ownership of any Beta Output is expressly limited to the specific output produced and does not extend to Moreplan's underlying AI models, algorithms, training data, neural network weights, or any other component of Moreplan's intellectual property used to generate such output; (b) Moreplan makes no warranty as to the accuracy, completeness, or fitness of any Beta Output; and (c) any use of Beta Outputs in a live operational environment is solely at Beta Tester's risk and subject to the limitations set forth in Section 2.3. Moreplan retains all rights to its underlying AI models, algorithms, and intellectual property.

5.3. Customer Data Ownership. As between the parties, Beta Tester exclusively owns all right, title, and interest in and to all data, content, and information uploaded, imported, or submitted by Beta Tester to the Beta Software, including without limitation floorplan data, employee data, reservation data, and scheduling data ("Customer Data"). Nothing in this Agreement grants Moreplan any ownership interest in Customer Data. Moreplan's rights to use Customer Data are limited to those necessary to provide, maintain, and improve the Beta Software during the Beta Period, and as otherwise set forth in Section 6.

5.4. Data Processing Roles; Data Collection and Use. With respect to Workforce Data and Guest Data, Beta Tester is the controller (or "business" under applicable state privacy law, including the Texas Data Privacy and Security Act ("TDPSA") and the California Consumer Privacy Act ("CCPA")), and Moreplan is the processor (or "service provider"), processing such data solely on Beta Tester's behalf and in accordance with Beta Tester's instructions as set forth in this Agreement. Moreplan may collect and process Customer Data solely for the following purposes: (a) providing, maintaining, and improving the Beta Software during the Beta Period; (b) complying with Moreplan's obligations under this Agreement; and (c) generating anonymized and aggregated data for internal product development and service improvement, provided that such data does not identify Beta Tester or any individual employee or guest. Additional data handling practices are described in Moreplan's Privacy Policy, available at moreplan.ai. Moreplan shall not use identifiable Workforce Data or Guest Data to train its AI models without Beta Tester's prior written consent.

PRIVACY AND DATA

6.1. Data Collection and Use. Beta Tester acknowledges that Moreplan may collect and process certain data in connection with Beta Tester's use of the Beta Software, including usage data, performance metrics, log data, and crash reports, for purposes of evaluating and improving the Beta Software. Such data will be handled in accordance with Moreplan's Privacy Policy, available at moreplan.ai, as may be updated from time to time. Moreplan may use anonymized and aggregated data derived from the Beta Period for service improvement and product development purposes, provided that such data does not identify Beta Tester or any individual employee or guest. Moreplan shall not use identifiable Workforce Data or Guest Data to train its AI models without Beta Tester's prior written consent.

6.2. Beta Tester Data Caution. Beta Tester acknowledges that the Beta Software is pre-release software and may not have the same security or data integrity controls as a final commercial release. Where Beta Tester is not engaged in Authorized Pilot Use under Section 2.3, Moreplan strongly recommends that Beta Tester avoid entering any sensitive, personally identifiable, or production data into the Beta Software during the Beta Period. Where Beta Tester enters production data, employee data, or guest reservation data into the Beta Software pursuant to Authorized Pilot Use, Beta Tester: (a) assumes all risk associated with such data entry; (b) represents and warrants that it has provided all required notices to, and obtained all required consents from, its employees and guests as required by applicable law; and (c) shall maintain appropriate backup and fallback procedures independent of the Beta Software.

6.3. Employee Notice Obligation. To the extent Beta Tester uploads, imports, or otherwise submits Workforce Data to the Beta Software, Beta Tester shall, prior to such submission and on an ongoing basis: (a) provide its employees with all notices required by applicable federal, state, and local law regarding the processing of their data by Moreplan, using language that includes at minimum the substance of the following notice, which Beta Tester may adapt to its own format and style:"[Restaurant Name] uses Moreplan LLC, a third-party AI-powered software platform, to assist with server section assignments, rotation scheduling, and staffing coordination. In connection with your employment at [Restaurant Name], Moreplan may process data about you, including your name, payroll identifier, performance tier designation, shift start and end times, shift duration, cut history, and section assignment history. This data is used solely to generate section assignment recommendations and fairness reports on behalf of [Restaurant Name]. Moreplan acts as a service provider and does not use your data for its own commercial purposes. Moreplan retains Workforce Data for a minimum of three (3) years following the end of its agreement with [Restaurant Name], consistent with applicable wage-record retention requirements. Employee rights under applicable privacy law are exercised through [Restaurant Name] as your employer. For questions about how your data is handled, please contact [HR or Manager Contact]."(b) obtain any consents required by applicable law, including those required under state electronic-monitoring statutes in New York, Connecticut, Delaware, and other applicable jurisdictions; (c) ensure that performance tier ratings and other employee-level designations entered into the Beta Software are not based on an employee's protected characteristics under applicable federal or state law, including characteristics protected under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and applicable state equivalents; and (d) comply with all applicable employment, labor, and privacy laws in connection with its submission of Workforce Data. Beta Tester shall indemnify, defend, and hold harmless Moreplan from and against any claims, losses, or liabilities arising from Beta Tester's failure to comply with this Section 6.3.

6.4. Guest Data Obligations. To the extent Beta Tester imports or submits Guest Data to the Beta Software, Beta Tester represents, warrants, and covenants on an ongoing basis that: (a) Beta Tester has provided its guests with all notices required by applicable law regarding the processing of their reservation data, and Beta Tester's guest-facing privacy notice includes, at minimum, language with the following substance, which Beta Tester may adapt to its own format and style:

"We use Moreplan LLC, a third-party AI software platform, to assist with table assignments and service coordination. When you make a reservation, we may share your reservation information — including your name, party size, reservation notes, and preference information (such as dietary restrictions, language preferences, and celebration context) — with Moreplan for purposes of section assignment and server-guest matching. Moreplan may process this information using automated AI features, including large language model tools, to generate recommendations on our behalf. Moreplan acts as our service provider and does not use your reservation information to market to you directly or for its own commercial purposes. For more information, see our full privacy notice at [URL] or contact us at [contact information]."

(b) Beta Tester's guest-facing privacy notice accurately describes the categories of Guest Data shared with Moreplan and the purposes for which it is processed, including LLM-assisted matching and recommendation features; (c) Beta Tester has obtained any consents required by applicable law for the processing of Guest Data, including any sensitive data inferences that may arise from dietary restrictions, language preferences, celebration context, or other information contained in reservation notes; and (d) Beta Tester's import of Guest Data complies with all applicable privacy laws and the terms of service of the reservation platform from which such data is exported, including SevenRooms, OpenTable, and Resy. Beta Tester shall indemnify, defend, and hold harmless Moreplan from and against any claims, losses, or liabilities arising from Beta Tester's failure to comply with this Section 6.4.

6.5. Security Safeguards; Sub-Processors; Incident Notification.

(a) Security Measures. Moreplan will implement and maintain the following administrative, technical, and physical safeguards to protect Customer Data: (i) role-based access controls limiting access to Customer Data to authorized Moreplan personnel with a documented business need; (ii) encryption of Customer Data in transit using TLS 1.2 or higher and at rest using AES-256 or equivalent encryption; (iii) commercially reasonable vulnerability management to identify and remediate known security vulnerabilities in the Beta Software on a commercially reasonable schedule; and (iv) annual security awareness training for Moreplan personnel with access to Customer Data.

(b) Sub-Processors. Beta Tester authorizes Moreplan to engage third-party sub-processors to process Customer Data on Moreplan's behalf in connection with providing the Beta Software, subject to the following conditions: (i) Moreplan shall impose data protection obligations on each sub-processor that are at least as protective as those in this Agreement; (ii) the following categories of sub-processors are authorized as of the Effective Date: cloud infrastructure and hosting providers; LLM and AI model providers used for section generation and guest-server matching features; database and vector storage providers; monitoring, logging, and error-tracking providers; and transactional email providers; and (iii) Beta Tester acknowledges that Guest Data, including free-text reservation notes, and Workforce Data, including employee names and performance tier designations, may be transmitted to third-party LLM and AI model providers for the purpose of generating Beta Software outputs. Moreplan shall, upon Beta Tester's written request, disclose the identity of the LLM provider(s) then in use and describe any data-retention or no-training commitments applicable to Moreplan's arrangement with such provider(s). Moreplan shall provide Beta Tester with fourteen (14) days' advance written notice of any intended change in sub-processors that will process Workforce Data or Guest Data, and Beta Tester may object in writing within ten (10) days on reasonable data protection grounds.

(c) Incident Notification. Moreplan shall notify Beta Tester without undue delay upon becoming aware of any actual or reasonably suspected unauthorized access to or disclosure of Beta Tester's Customer Data ("Security Incident"). Such notice shall describe: (i) the nature of the Security Incident; (ii) the categories and approximate volume of Customer Data involved; and (iii) the measures Moreplan has taken or proposes to take to address the Security Incident. Beta Tester acknowledges that the Beta Software is pre-release software and may not have the same security controls as a final, commercially released product, and Beta Tester assumes all additional risk consistent with Section 6.2.

6.6. Data Retention. Moreplan shall retain Customer Data for the following minimum periods following the effective date of termination or expiration of this Agreement: (a) Workforce Data, including rotation logs, section assignment history, cut history, and performance tier records: the greater of (i) three (3) years, consistent with FLSA wage-record retention requirements, or (ii) such longer period as required by applicable state law; Moreplan shall provide Beta Tester with written notice at least thirty (30) days before Workforce Data is scheduled for deletion, giving Beta Tester the opportunity to request an export pursuant to Section 9.4; (b) Guest Data: ninety (90) days following termination or expiration, after which it shall be deleted or anonymized; and (c) all other Customer Data: ninety (90) days following termination or expiration, subject to Beta Tester's data export rights under Section 9.4. Notwithstanding the foregoing, Moreplan may retain Customer Data for such longer period as required by applicable law or legal process.

6.7. Algorithmic Fairness and Employment Law Compliance. Beta Tester acknowledges that the Beta Software's section-generation algorithm produces outputs that may affect server tip income and scheduling. Beta Tester agrees that: (a) it is the sole controller of all employment, HR, and staffing decisions, and any Platform Output constitutes a recommendation only; (b) it will review all section assignments for compliance with applicable employment, tip-allocation, and predictability-pay laws before implementation, including applicable requirements in jurisdictions with advance-schedule-notice obligations (including New York City, Seattle, Philadelphia, San Francisco, Chicago, and Oregon); (c) it will not configure any performance tier rating or other staff designation in the Beta Software based on an employee's protected characteristics under applicable federal or state employment law, including characteristics protected under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, or applicable state equivalents; and (d) it acknowledges that Moreplan's fairness reporting features (including Morescore and related outputs) are informational tools only and do not constitute legal compliance advice or an assurance that any section assignment is free from disparate impact.

DISCLAIMERS

Disclaimer of Warranties. THE BETA SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. MOREPLAN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MOREPLAN DOES NOT WARRANT THAT THE BETA SOFTWARE WILL MEET BETA TESTER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, BE FREE FROM DEFECTS OR VULNERABILITIES, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED. BETA TESTER ASSUMES ALL RISK ARISING FROM ITS USE OF THE BETA SOFTWARE. MOREPLAN IS UNDER NO OBLIGATION TO RELEASE A COMMERCIAL VERSION OF THE BETA SOFTWARE OR TO INCLUDE ANY PARTICULAR FEATURES TESTED DURING THE BETA PERIOD IN ANY FUTURE RELEASE.

LIMITATION OF LIABILITY

8.1. Exclusion of Consequential Damages. IN NO EVENT SHALL MOREPLAN OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO BETA TESTER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SIMILAR DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR BETA TESTER'S USE OF OR INABILITY TO USE THE BETA SOFTWARE, REGARDLESS OF WHETHER MOREPLAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

8.2. Aggregate Liability Cap. IN NO EVENT SHALL MOREPLAN'S TOTAL AGGREGATE LIABILITY TO BETA TESTER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF: (A) THE TOTAL FEES, IF ANY, PAID BY BETA TESTER TO MOREPLAN IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND TWO HUNDRED U.S. DOLLARS ($1,200.00). BECAUSE THE BETA SOFTWARE IS PROVIDED AT NO CHARGE OR REDUCED CHARGE FOR EVALUATION AND PILOT PURPOSES, THIS ALLOCATION OF RISK IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

8.3. Exceptions. Nothing in this Section 8 shall exclude or limit Moreplan's liability for: (a) damages arising from Moreplan's gross negligence or willful misconduct; (b) fraud or intentional misrepresentation; or (c) any other form of liability that cannot be limited or excluded under applicable United States federal or Texas state law.

8.4. Enhanced Cap for Data and Security Obligations. Notwithstanding Section 8.2, in the event that Moreplan's liability arises from: (a) a breach of its confidentiality obligations under Section 4; (b) a Security Incident attributable to Moreplan's failure to maintain the safeguards described in Section 6.5; or (c) Moreplan's use of Customer Data in violation of Section 6.1, Moreplan's total aggregate liability for such claim shall not exceed two (2) times the total fees paid or payable by Beta Tester to Moreplan in the twelve (12) months immediately preceding the event giving rise to the claim, or two thousand four hundred U.S. dollars ($2,400.00), whichever is greater. This enhanced cap is in addition to, and does not expand, the exclusions set forth in Section 8.3.

TERM AND TERMINATION

9.1. Term. This Agreement commences on the Effective Date and continues until the end of the Beta Period, unless earlier terminated in accordance with this Section 9.

9.2. Termination for Convenience. Moreplan may terminate this Agreement at any time and for any reason, with or without cause, upon five (5) days' prior written notice to Pilot Partner. Moreplan may also suspend or revoke Pilot Partner's access to the Platform immediately, without prior notice, if Moreplan determines in its sole and absolute discretion that such action is necessary or advisable for any reason, including without limitation to protect the security or integrity of the Platform or Moreplan's systems, or to comply with applicable law or a third-party obligation. Pilot Partner may terminate this Agreement upon thirty (30) days' prior written notice to Moreplan.

9.3. Termination for Cause. Moreplan may terminate this Agreement immediately upon written notice to Beta Tester if Beta Tester: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice from Moreplan; (b) breaches any obligation of confidentiality under Section 4; (c) infringes or misappropriates any of Moreplan's intellectual property; or (d) becomes insolvent or makes an assignment for the benefit of creditors.

9.4. Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) all licenses granted to Beta Tester under this Agreement shall immediately terminate; (b) Beta Tester shall promptly cease all use of the Beta Software and Documentation; (c) Beta Tester shall promptly return to Moreplan or destroy (and certify in writing such destruction of) all copies of the Beta Software, Documentation, and Confidential Information in Beta Tester's possession or control; (d) Moreplan shall, upon Beta Tester's written request made within thirty (30) days of the effective date of termination or expiration, provide Beta Tester with a complete export of all Customer Data (including floorplan history, rotation logs, and employee and reservation data) in a commercially reasonable, machine-readable format, after which Moreplan shall delete or destroy Beta Tester's Customer Data in accordance with its data retention practices; and (e) Sections 1, 3.2, 4, 5, 6, 7, 8, 9.4, and 10 shall survive expiration or termination of this Agreement.

GENERAL PROVISIONS

10.1. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state courts of Harris County, Texas or the United States District Court for the Southern District of Texas, Houston Division. Each party hereby irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection to the laying of venue in such courts.

10.2. No Compensation. Beta Tester acknowledges and agrees that: (a) participation in the beta program is entirely voluntary; (b) Moreplan has no obligation to pay Beta Tester any compensation, fees, or other amounts in connection with Beta Tester's participation; and (c) access to the Beta Software during the Beta Period constitutes the sole consideration provided by Moreplan under this Agreement.

10.3. Independent Contractor. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Beta Tester has no authority to bind Moreplan to any obligation.

10.4. Equitable Relief. Beta Tester acknowledges that any breach or threatened breach of Sections 2, 4, or 5 of this Agreement would cause Moreplan irreparable harm for which monetary damages would be an inadequate remedy, and that Moreplan shall be entitled to seek equitable relief, including injunctive relief and specific performance, in any court of competent jurisdiction without the requirement to post a bond or other security and without proof of actual damages, in addition to all other remedies available at law or in equity.

10.5. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, warranties, and agreements, whether oral or written, relating to such subject matter. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both parties.

10.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

10.7. Waiver. No waiver by either party of any breach of this Agreement shall constitute a waiver of any subsequent breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

10.8. Notices. All notices under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) nationally recognized overnight courier; (c) certified mail (return receipt requested, postage prepaid); or (d) email with confirmation of receipt. Notices to Moreplan shall be addressed to Moreplan LLC at the contact details specified in the applicable order form or registration materials provided to Beta Tester ("Order Form"), or as otherwise notified by Moreplan in writing. Notices to Beta Tester shall be addressed to the contact information provided by Beta Tester upon registration for the beta program.

10.9. Assignment. Beta Tester may not assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without Moreplan's prior written consent. Moreplan may freely assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity. Any attempted assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

10.10. Electronic Acceptance. This Agreement may be accepted electronically, including by clicking an "I Agree" or equivalent button, by checking a box indicating acceptance, or by accessing or using the Beta Software after being presented with this Agreement. Electronic acceptance shall have the same legal effect as a handwritten signature. Beta Tester represents and warrants that it has full authority to enter into this Agreement on behalf of itself and, if applicable, the entity it represents.

10.11. Intellectual Property Indemnification by Moreplan. Moreplan shall indemnify, defend, and hold harmless Beta Tester and its affiliates, officers, directors, and employees from and against any third-party claims alleging that the Beta Software, as delivered by Moreplan and used by Beta Tester in strict accordance with this Agreement, infringes any U.S. patent, copyright, trademark, or trade secret, provided that Beta Tester: (a) promptly notifies Moreplan in writing of such claim; (b) gives Moreplan sole control over the defense and settlement of such claim; and (c) reasonably cooperates with Moreplan in connection with such defense. Moreplan's obligations under this Section 10.11 do not apply to claims arising from: (i) Beta Tester's modification of the Beta Software; (ii) combination of the Beta Software with third-party products or services not provided or approved by Moreplan; or (iii) use of the Beta Software other than as expressly authorized under this Agreement.

SIGNATURE PAGE TO FOLLOW

IN WITNESS WHEREOF, the parties have executed this Beta Tester Agreement as of the Effective Date.

MOREPLAN LLC

By: ___________________________

Name: _________________________

Title: __________________________

Date: __________________________

BETA TESTER

By: ___________________________

Name: _________________________

Title: __________________________ (if signing on behalf of an entity)

Entity Name: ___________________

Date: __________________________

Email: _________________________