Ramsey Vault Beta Test Participant Agreement

A. Agreement. This Ramsey Vault Beta Test Participant Agreement (this “Agreement”) is a binding agreement between you (“Participant”, “You”, “Your” or “Yours”) and The Lampo Group, LLC d/b/a Ramsey Solutions, a Tennessee limited liability company, located at 1011 Reams Fleming Blvd., Franklin, TN 37064 (“Ramsey Solutions”). This Agreement governs Your participation in the “beta testing” of Ramsey Solutions’ cloud-based platform and related products and services, and all related documentation, which is made available through Ramsey Solutions’ website or through any relevant application marketplace, or through vault.ramseysolutions.com which is currently being developed by Ramsey Solutions (collectively, the “Platform,” or “Vault”). The Platform is licensed, not sold, to You.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT HAS THE SAME FORCE AND EFFECT AS IF THE AGREEMENT WERE EXECUTED IN A WRITTEN DOCUMENT BY YOU AND RAMSEY SOLUTIONS.

WE MAY UPDATE OR MODIFY THE TERMS OF THIS AGREEMENT AT ANY TIME, BY POSTING THE AMENDED VERSION INCLUDING THE EFFECTIVE DATE OF THE UPDATED VERSION. WE WILL ANNOUNCE ANY MATERIAL CHANGES TO THE TERMS OF THIS AGREEMENT THROUGH ONE OR MORE OF THE FOLLOWING METHODS: (1) AN IN-PLATFORM POP-UP SHOWING YOU THE NEW TERMS OF THE AGREEMENT, (2) AN ALERT ON OUR WEBSITE, AND/OR (3) VIA EMAIL.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU HAVE NO RIGHT TO, AND SHALL NOT, ACCESS OR USE THE PLATFORM. IF YOU ARE UNDER EIGHTEEN (18), YOUR PARENT OR GUARDIAN MUST AGREE TO THE TERMS OF THIS AGREEMENT ON YOUR BEHALF.

B. Beta Testing. Participant is an individual who desires to participate in “beta testing”, which provides access to confidential materials or services currently in development by Ramsey Solutions. Ramsey Solutions wishes to obtain the benefit of Participant’s services and reports as a beta tester of Ramsey Solutions’ materials or service. The product or services to be beta tested by Participant include:

• The Platform which is currently being developed by Ramsey Solutions to provide individuals with a trusted way to securely store important documents. Ramsey Vault is further defined as being a web- or app-based document management system for documents and data to be uploaded by Ramsey Solutions’ customers. Ramsey Vault includes all related technology provided by Ramsey Solutions, its employees, agents, contractors, or subcontractors related to the development and implementation of Ramsey Vault, including, but not limited to, all specifications and other technical information, and all updates or revisions thereto (collectively, the “Vault Beta Test”).

BY CHECKING THE BOX ACKNOWLEDGING THIS AGREEMENT, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) AGREE TO PARTICIPATE IN THE VAULT BETA TEST; (C) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (D) ACCEPT THE TERMS OF THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY THE AGREEMENT, INCLUDING WITHOUT LIMITATION CONDUCTING THIS TRANSACTION ELECTRONICALLY, DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, AND CHOICE OF TENNESSEE LAW.

1. License. Ramsey Solutions hereby grants Participant a non-exclusive, non-transferable consent and license to participate in the Vault Beta Test solely for the purpose of evaluating and testing the Platform for Ramsey Solutions.
2. Ramsey Solutions’ Obligations.
a. Ramsey Solutions will deliver the Vault Beta Test to Participant at reduced cost to Participant.
b. Ramsey Solutions may provide periodic support and update service for the Vault Beta Test.
c. Ramsey Solutions has no obligation to develop or provide any updates or revisions to the Vault Beta Test, and Ramsey Solutions reserves the right to alter or adjust performance specifications for the Vault Beta Test as it deems necessary or desirable.
3. Participant’s Representations and Obligations. 
a. Participant agrees to test and evaluate the Vault Beta Test as requested by Ramsey Solutions. Participant agrees to familiarize itself with any Ramsey Vault Beta information provided by Ramsey Solutions and to only use or test the Vault Beta Test as directed. Participant will notify Ramsey Solutions of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Vault Beta Test known to or discovered by Participant. In addition, Participant agrees to provide Ramsey Solutions with such reports via the methods designated by Ramsey Solutions and to promptly respond to any and all reasonable inquiries, questionnaires, surveys, and other test documents submitted to Participant by Ramsey Solutions.
b. Upon Ramsey Solutions’ request, Participant agrees to cease its use of the Vault Beta Test within seven (7) days of Participant’s receipt of Ramsey Solutions’ request to do so. If Participant fails to cease use of the Vault Beta Test within this seven-day period, Participant agrees and understands that Ramsey Solutions may discontinue the Vault Beta Test and terminate Participant’s access to the Vault Beta Test.
c. Any feedback, ideas, modifications, suggestions, improvements, and the like made by Participant with respect to the Vault Beta Test (“Supportive Information”) will be the property of Ramsey Solutions. Participant agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Supportive Information and the related intellectual property rights to Ramsey Solutions and agrees to assist Ramsey Solutions, at Ramsey Solutions’ expense, in perfecting and enforcing such rights. Ramsey Solutions may disclose or use Supportive Information for any purposes whatsoever without any obligation to Participant.
d. Participant represents and warrants that it will not: (i) use the Vault Beta Test, or store any material or data therein, in violation of any applicable law or third party rights; (ii) upload any material or data containing pornographic, defamatory, slanderous, libelous, or other obscene or illicit content to the Vault Beta Test; or (iii) upload any material or data containing malicious code, viruses, or other code, program, or sub-program that damages or interferes with the operation of the Vault Beta Test, or anything contained or stored therein.
e. Participant agrees to pay all incidental costs (such as, costs for internet and phone services, accessories, cabling, etc.) associated with the testing of the Vault Beta Test and incurred during Participant’s possession of the Vault Beta Test, unless otherwise agreed to in writing by both parties. 
4. Confidentiality.
a. In this Agreement, “Confidential Information” means any information that is disclosed by Ramsey Solutions to the Participant either directly or indirectly, in writing, orally, digitally, or by inspection of tangible objects or by the viewing of product demonstrations (including without limitation documents, prototypes and equipment), which is designated, described, or otherwise identified as confidential, or which should reasonably be understood by Participant, because of the circumstances of disclosure or the nature of the information itself to be confidential or proprietary to Ramsey Solutions.
b. The Participant will take all reasonable precautions to protect Confidential Information of Ramsey Solutions, including all precautions the Receiving Party employs with respect to its confidential materials of a similar nature. Participant may not disclose Ramsey Solutions’ Confidential Information to any third party. However, the Participant may disclose Ramsey Solutions’ Confidential Information to the extent required by Law or court order, provided that the Participant uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has, to the extent reasonably possible, allowed Ramsey Solutions to participate in the proceeding.
c. The restrictions and obligations in Sections 4.a and 4.b will not apply with respect to any information that the Participant documents: (i) is, through no improper action or inaction by the Participant or any affiliate, agent, consultant or employee, generally available to the public; (ii) was in its possession or known by it without restriction prior to receipt from Ramsey Solutions; (iii) was rightfully disclosed to it by a third party without an obligation of confidentiality; or (iv) was independently developed without use of or reference to any Confidential Information of the Participant by employees of the Participant who have had no access to such information.
5. Proprietary Rights; No Right to Copy, Modify, or Disassemble.
a. The Vault Beta Test provided by Ramsey Solutions and all copies thereof, are proprietary to and the property of Ramsey Solutions. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents, and other intellectual property rights in or associated with the Vault Beta Test are and will remain Ramsey Solutions’ and Participant shall have no such intellectual property rights in the Vault Beta Test.
b. Participant may not copy or reproduce the Vault Beta Test without Ramsey Solutions’ prior written consent, except as reasonably needed to perform its obligations hereunder and subject to the following restrictions. Participant may not copy or reproduce any software or documentation provided by Ramsey Solutions, without Ramsey Solutions’ prior consent, except as is reasonably needed to perform Participant’s obligations under this Agreement. Each copy of software or documentation made
by Participant must contain Ramsey Solutions’ proprietary and copyright notices in the same form as on the original. Participant shall not remove or deface any portion of any legend provided on any part of the Vault Beta Test.
c. Participant agrees to secure and protect the Vault Beta Test and all copies thereof in a manner consistent with the maintenance of Ramsey Solutions’ rights therein and to take appropriate actions by instruction or agreement with any of its agents permitted access thereto to satisfy its obligations hereunder.
d. Participant shall not reverse engineer, alter, modify, disassemble or decompile the Vault Beta Test, or any part thereof, without Ramsey Solutions’ prior written consent.
6. Disclaimer of Warranty. By its nature, the Vault Beta Test may contain errors, bugs, and other problems that could cause system failure and the testing and quality assurance of the Vault Beta Test may not yet be completed. Because the Vault Beta Test is subject to change, Ramsey Solutions reserves the right to alter the Vault Beta Test at any time, and any reliance on the Vault Beta Test is at Participant’s own risk. PARTICIPANT ACCEPTS THE VAULT BETA TEST “AS IS.” RAMSEY SOLUTIONS MAKES NO WARRANTY OF ANY KIND REGARDING THE VAULT BETA TEST. RAMSEY SOLUTIONS HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS.
7. Term and Termination.
a. The term of this Agreement shall begin on the date Participant signs up for the Vault Beta Test and accepts this Agreement as set forth above and shall continue until terminated as set forth below.
b. This Agreement may be terminated at any time for any reason by either party giving ten (10) days prior written notice to the other party, subject to Section 7.c below. A particular Vault Beta Test Agreement shall automatically terminate upon the general release to the public of the final product derived from the Vault Beta Test by Ramsey Solutions, or sooner upon ten (10) days prior written notice by either party. The parties acknowledge that Ramsey Solutions is under no obligation to release any final product of Vault Beta Test to the public.
c. Upon termination of this Agreement, Participant agrees to: (i) return the Vault Beta Test and all copies thereof to Ramsey Solutions, if requested by Ramsey Solutions in writing to do so, within seven (7) days after such termination; or (ii) if requested by Ramsey Solutions to do so, certify to Ramsey Solutions in writing that the Vault Beta Test and all copies thereof have been destroyed. The provisions of, and the obligations of the parties under, Sections 3, 4, 5, 6, 7, and 8, and any other provisions that would normally survive, shall survive the termination of this Agreement.
8. Limitation of Liability. IN NO EVENT SHALL RAMSEY SOLUTIONS BE LIABLE TO PARTICIPANT OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,
DIRECT, GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE VAULT BETA TEST OR THE TRANSACTIONS CONTEMPLATED HEREIN.
PARTICIPANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT RAMSEY SOLUTIONS CANNOT CONTROL WHAT MATERIALS PARTICIPANT UPLOADS TO THE VAULT BETA TEST, NOR WILL RAMSEY SOLUTIONS BE SCREENING SUCH MATERIALS. PARTICIPANT RETAINS SOLE LIABILITY AND RESPONSIBILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE CONTENT OF SUCH MATERIALS.
9. Indemnity. Participant agrees to indemnify and hold Ramsey Solutions, its officers, directors, and employees, harmless from any and all losses (including attorneys’ fees) that result from, arise out of, or are related to any third-party claims related to Participant’s involvement with the Vault Beta Test, or any act or omission by Participant in violation of this Agreement.
10. Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
11. Assignment; Severability. Participant agrees not to assign any rights under this Agreement; any attempted assignment shall be null and void and shall result in the termination of this Agreement. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
12. Governing Law. This Agreement shall be governed by the laws of the State of Tennessee, without reference to conflict of laws principles. Each party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in the state and federal courts having legal jurisdiction over Williamson County, Tennessee. Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
13. Entire Agreement. This document contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. If any provision in this Agreement is adjudicated to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect. [end]