Beta Testing Agreement

The program is intended for current TechPod clients who are invited to test pre-release Client Portal features. Participation is voluntary. Submission of interest does not guarantee selection or access. Company may approve, deny, limit, or revoke participation at any time, with or without notice, in its sole discretion.

You agree to use the Beta Software primarily in connection with legitimate testing and evaluation activities and, where applicable, your ordinary business use of the TechPod Client Portal, subject to this Agreement and any additional program instructions we provide.

Subject to this Agreement, Company grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Beta Software solely for internal testing and evaluation purposes during the beta period designated by Company.

Except for the limited license above, Company and its licensors retain all right, title, and interest in and to the Beta Software, including all intellectual property rights. No rights are granted by implication or otherwise except as expressly stated in this Agreement.

The Beta Software is pre-release software. It may be incomplete, contain errors or bugs, lack expected functionality, change without notice, or be withdrawn entirely. Features available during the beta may differ from those in any generally available release, and Company has no obligation to release any feature commercially.

You acknowledge that the Beta Software is not a final product and may not be suitable for reliance as sole production infrastructure without appropriate safeguards.

You may provide comments, ideas, reports, suggestions, and other feedback about the Beta Software (“Feedback”), including through in-product feedback tools or other channels we designate. You grant Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, distribute, display, perform, and otherwise exploit Feedback for any purpose, without restriction or obligation to you.

You represent that Feedback does not knowingly infringe third-party rights and that you have any rights needed to provide it. Company has no obligation to implement Feedback or to provide compensation unless separately agreed in writing.

You agree to treat as confidential all non-public information relating to the Beta Software and the program, including unreleased features, screenshots of non-public UI where designated confidential, performance characteristics, defects, roadmap discussions, access credentials, and program communications (collectively, “Confidential Information”), until Company makes such information publicly available or you obtain prior written consent to disclose it.

You will not disclose Confidential Information to third parties except to personnel who need to know for authorized testing and who are bound by confidentiality obligations at least as protective as this Agreement. These obligations do not apply to information that is or becomes public through no fault of yours, that you already lawfully knew without duty of confidentiality, that you independently developed, or that you rightfully receive from a third party without restriction.

Except as expressly permitted by this Agreement or applicable law that cannot be waived, you will not, and will not permit others to:

• copy, modify, distribute, sell, lease, sublicense, or publicly display the Beta Software;
• reverse engineer, decompile, disassemble, or attempt to derive source code from the Beta Software, except to the extent such restriction is prohibited by law;
• share, resell, or transfer program access credentials or invite others who are not authorized participants;
• remove or alter proprietary notices on the Beta Software;
• use the Beta Software to develop a competing product using Confidential Information; or
• circumvent technical limitations or security controls, except for testing that Company has expressly authorized in writing.

Use of the Beta Software may involve live or production-like client workflows and data. You are responsible for how you use the Beta Software within your organization, including deciding what data to enter, maintaining appropriate backups, and ensuring authorized users understand that features may be unstable.

Our collection and use of personal information in connection with TechPod services is described in the applicable privacy notices for TechPod / Redfruit Media LLC. This Agreement does not replace those notices.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BETA SOFTWARE AND PROGRAM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. YOU ASSUME ALL RISK ARISING FROM USE OF THE BETA SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE BETA SOFTWARE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE BETA SOFTWARE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100) OR THE AMOUNTS YOU PAID SPECIFICALLY FOR BETA ACCESS IN THE TWELVE (12) MONTHS BEFORE THE CLAIM (IF ANY), WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN THOSE CASES, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

You may stop participating at any time by discontinuing use of the Beta Software and, if requested, confirming withdrawal to Company. Company may suspend or terminate your access, or the program generally, at any time for any reason.

Upon termination, your license ends and you must cease use of the Beta Software and, at Company’s request, return or destroy Confidential Information in your possession (except copies retained solely for legal or archival obligations, which remain confidential). Sections regarding Feedback, confidentiality, intellectual property, disclaimers, limitation of liability, and any other provisions that by nature should survive will survive termination.

You agree to comply with all applicable laws and regulations in connection with your participation, including export control and sanctions laws. You represent that you are not prohibited from receiving the Beta Software under applicable law.

This Agreement is governed by the laws of the State of Delaware, excluding its conflict of laws principles. Subject to applicable law, the state and federal courts located in the State of Delaware will have exclusive jurisdiction over disputes arising out of or relating to this Agreement, and each party consents to personal jurisdiction there.

This Agreement constitutes the entire agreement between you and Company regarding the program and Beta Software and supersedes prior or contemporaneous agreements on that subject. If any provision is held unenforceable, the remaining provisions remain in effect. Company’s failure to enforce a provision is not a waiver. You may not assign this Agreement without Company’s prior written consent; Company may assign it in connection with a merger, acquisition, or sale of assets. Notices may be provided electronically to the contact information associated with your account or program application.

Questions about this Agreement or the TechPod Portal Beta Testing Program may be submitted through the Client Portal feedback channel at portal.techpod.us/feedback, or as otherwise directed by Company.

Redfruit Media LLC
Operating the TechPod Portal Beta Testing Program