This Beta Evaluation Agreement and Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between KarmaPSA ("Company") and the undersigned ("Tester" or "MSP") as of the Effective Date above. The purpose of this Agreement is to allow Tester to evaluate KarmaPSA's beta software, services, documentation, and related materials (collectively, the "Software") during a limited beta testing period while protecting confidential information and limiting liability.
Company grants Tester a limited, non-exclusive, non-transferable, revocable right to access and use the Software solely for internal evaluation and testing purposes during the beta period. Tester agrees not to sublicense, resell, distribute, or commercially exploit the Software. While the app is in a state to where it may be used in a production state we do not make that guarantee and you agree to use this software at your own risk.
"Confidential Information" includes all non-public information disclosed by either party, including software functionality, product roadmaps, pricing, customer data, technical information, security practices, business processes, and feedback. Tester agrees to: • Maintain the confidentiality of the Confidential Information using reasonable care; • Not disclose Confidential Information to any third party except employees or contractors with a need to know; • Use Confidential Information solely for evaluation of the Software. Confidential Information does not include information that: (a) becomes publicly available without breach of this Agreement; (b) was already known by the receiving party; (c) is independently developed without use of Confidential Information; or (d) is received lawfully from a third party without restriction.
Tester may provide suggestions, comments, or feedback regarding the Software ("Feedback"). Tester grants Company a perpetual, worldwide, royalty-free right to use, modify, and incorporate Feedback without restriction or compensation.
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR ERROR. Tester acknowledges that beta software may contain bugs, defects, security vulnerabilities, or incomplete functionality.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR SECURITY INCIDENTS ARISING FROM OR RELATED TO THE SOFTWARE OR THIS AGREEMENT. COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). Tester assumes all risks associated with use of the beta Software and is solely responsible for maintaining backups and protecting its systems and data.
Tester agrees not to upload or process highly sensitive regulated data within the beta environment unless separately approved in writing by Company. Tester is responsible for ensuring its own compliance obligations related to customer data and system usage.
This Agreement remains in effect until terminated by either party upon written notice. Company may suspend or terminate Tester's access at any time without liability. Upon termination, Tester shall discontinue use of the Software and destroy or return Confidential Information upon request.
All intellectual property rights in the Software remain the exclusive property of Company. No ownership rights are transferred under this Agreement.
Tester shall not publicly disclose participation in the beta program, publish benchmarks, screenshots, or reviews, or use Company's name or branding without prior written consent.
This Agreement shall be governed by the laws of the United States without regard to conflict of law principles.
This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes prior discussions or understandings.
Tester / MSP signs by typing their full name below, which records their name, organization, the date, and the version of this Agreement. You agree that by digitally signing it holds the same weight as if you were signing in person.