Beta Testing Agreement

This Beta Testing Agreement (this “Agreement”) is made and entered into by and between Noyo Technologies, Inc. a Delaware corporation (“Company”), and the “Tester”. Company and Tester may be referred to individually as a “Party” and collectively as the “Parties.

1. Purpose

Company is developing new product offerings to enhance its platform services (the “Product”), and it wishes to conduct beta testing and obtain the benefit of Tester’s evaluation and feedback. Tester desires to participate in such testing under the terms and conditions of this Agreement.

2. License Grant and Restrictions

2.1 Limited License. Subject to the terms of this Agreement, Company hereby grants Tester a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Product solely for the purpose of internal evaluation and testing.

2.2  Restrictions. Tester shall not:

(a)   Use the Product for any commercial purpose;

(b)  Modify, reverse engineer, decompile, disassemble, or attempt to derive source code from the Product;

(c)   Remove or obscure any proprietary notices on the Product;

(d)  Permit any third party to access or use the Product without prior written consent from Company.

3. Feedback

3.1 Voluntary Feedback. Tester agrees to provide reasonable suggestions, comments, ideas, and feedback regarding the functionality, performance, or usability of the Product (“Feedback”).

3.2 Ownership of Feedback. All Feedback shall be the exclusive property of Company. Tester hereby irrevocably assigns and agrees to assign all right, title, and interest in and to any Feedback to Company without additional compensation.

4. Intellectual Property

4.1 Company IP. Tester acknowledges and agrees that all rights, title, and interest in and to the Product, including all intellectual property rights therein and thereto, are and shall remain the sole and exclusive property of Company.

4.2 No Implied Rights. Except as expressly set forth in this Agreement, no licenses or rights are granted to Tester by implication or otherwise under any patents, copyrights, trade secrets, trademarks, or other intellectual property rights of Company.

4.3 Derivative Work. Any derivative work product as a result of the Feedback shall be the exclusive property of the Company.

5. Confidentiality

5.1 Definition. “Confidential Information” means all non-public information disclosed by Company to Tester, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential, including, without limitation, the Product, technical data, know-how, business plans, and all Feedback.

5.2  Obligations. Tester agrees:

(a)   To maintain the confidentiality of all Confidential Information 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 to disclose any Confidential Information to any third party;

(c)   Not to use Confidential Information for any purpose other than evaluating the Product under this Agreement.

5.3  Exclusions. Confidential Information does not include information that:

(a)   Was lawfully known to Tester without restriction before receipt from Company;

(b)  Becomes publicly available through no breach of this Agreement by Tester;

(c)   Is independently developed by Tester without use of or reference to Confidential Information;

(d)  Is lawfully received by Tester from a third party without restriction and without breach of any obligation.

6. Data Responsibility and Compliance

6.1 Data Protection. Tester is solely responsible for protecting its own systems and all data stored, transmitted, or processed using the Product, including data belonging to clients, customers, or third parties (“Client Data”).

6.2 Legal Compliance. Tester shall comply with all applicable federal, state, and local laws, regulations, and industry standards, including but not limited to:

(a)   The Health Insurance Portability and Accountability Act of 1996 (HIPAA);

(b)  All laws governing privacy, data protection, and the handling of sensitive personal data;

(c)   Any other laws applicable to the use of technology or software in Tester’s jurisdiction or industry.

6.3 No PHI Commitment by Company. Unless otherwise expressly agreed in writing, the Company does not intend for the Product to handle or process protected health information (PHI) for the purpose of this Test, and disclaims any responsibility for compliance with HIPAA as a Business Associate.

7. Term and Termination

7.1 Term. This Agreement shall commence on the Effective Date and continue until terminated by either Party upon written notice.

7.2 Termination. Either Party may terminate this Agreement at any time, with or without cause, by providing written notice. Upon termination, Tester shall immediately cease using the Product and return or securely delete all copies of the Product and any Confidential Information.

7.3 Survival. The provisions of Sections 3 (Feedback), 4 (Intellectual Property), 5 (Confidentiality), 6 (Compliance), 8 (Disclaimer), 9 (Limitation of Liability), and 10 (General) shall survive termination.

8. Disclaimer

THE PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE PRODUCT WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION.

9. Limitation of Liability

IN NO EVENT SHALL COMPANY BE LIABLE TO TESTER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA, PROFITS, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

10. General Provisions

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles.

10.2 Equitable Relief. Tester acknowledges that any unauthorized use or disclosure of Confidential Information or infringement of Company’s IP may cause irreparable harm to Company. In such event, Company shall be entitled to seek immediate injunctive relief without the need to post bond.

10.3 Assignment. Tester may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Company.

10.4 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall continue in full force and effect.

10.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written communications or understandings.

10.6 Amendment. This Agreement may only be modified by a written instrument executed by both Parties.