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Beta Program Agreement

Beta Program Agreement
(V1.2026.02.10)

This Beta Program Agreement (the “Beta Agreement”) is between Chi Savvy Inc. and its affiliates (“Chi Savvy”) and you, the client and any affiliates, employees, or contractors collectively and identified explicitly on the application (hereafter “Participant”).

All the terms and policies herein, including Chi Savvy’s Privacy Policy and Terms of Use, are part of this agreement and govern the provision and administration of Chi Savvy’s beta program. This agreement covers all software and support services (as defined below) involved in the delivery and administration of the beta program (hereafter “Beta Software”). By completing the Beta Program application and installing the software during the Beta Test Period you agree to abide by the terms of this agreement.

Client desires to participate in Chi Savvy’s beta program (as defined below), and Chi Savvy desires to obtain the Participant’s feedback from use of the Beta Software in real world scenarios. The beta testing period will commence once the customer has been onboarded onto the service and shall continue for a period determined by Chi Savvy at its sole discretion.

  1. Purpose

The purpose of this Beta Agreement is to outline the terms and conditions under which Chi Savvy will provide the Participant with access to its software for beta testing and evaluation purposes.

  1. Beta Software

Chi Savvy will provide Beta Tester with access to the Beta Software as defined herein. The Beta Software may include all or some of these components: (a) iOS and/or Android mobile application, (b) Backend code, APIs, (c) Front end code for administrative purposes, (d) Databases and data stores, (e) Image and other digital asset storage, (f) AWS Cloud and cloud services, (g) Issue or Bug tracking solutions, (h) Specifications, technical information, self help materials, (i) Updates and revisions to the above items, (j) (optional) Android or iOS phones, (k) any other information related to the software, service or business that is disclosed by Chi Svvy

  1. Beta Tester Obligations

The Beta Tester agrees to:

(a) Use the Beta Software solely for the purpose of beta testing and evaluation.

(b) Provide timely and constructive feedback, including bug reports, feature suggestions, errors, anomalies, problems directly or indirectly arising from use, and performance evaluations (“Feedback”). Participant grants Chi Savvy a perpetual, irrevocable, worldwide, royalty-free license to use, modify, incorporate, or otherwise utilize the Feedback for any purpose related to the development, improvement, and commercialization of the Beta Software.

(c) Not copy, distribute, reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Beta Software, in whole or in part.

(d) Not use the Beta Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(e) familiarize itself with the Beta Software and information provided by Chi Savvy and to only use or test the Beta Software as directed.

(f) Participant agrees to provide Chi Savvy with reports and meeting time to promptly respond to any and all reasonable inquiries, questionnaires, surveys and other test documents submitted to
Participant by Chi Savvy.

(g) Use the Beta Software only with the documented contacts or users, and to prevent others from using the Beta Software unless Chi Savvy has been notified and has agreed in writing that such a contact/user will be added. Participant will also notify Chi Savvy if a contact/user will stop using the Beta Software.

(h) Return to Chi Savvy or stop the use of the Beta Software and delete Beta Software all the phones within seven (7) days of Participant’s receipt of Chi Savvy request to do so.

(i) Pay all incidental costs (such as, costs for Internet and phone services, accessories, cabling, etc.) associated with the use of the Beta Software and incurred during Participant’s possession of the Beta Software.

  1. License

License: Subject to the terms and conditions of this Beta Agreement, Chi Savvy hereby grants Beta Tester a worldwide, non-transferable, non-exclusive license to use the Beta Software for beta testing purposes. Participant grants Chi Savvy a license to process Participant data for the purposes of providing access to and use of the Beta Software.

Ownership. Title to and ownership of the Beta Software and Feedback will belong to Chi Savvy. Except for the express licenses granted herein, no rights or licenses shall be deemed granted by implication, estoppel, or otherwise.

  1. Beta Test Period and Termination

(a) Beta Test Period. The Beta test period begins when the Participant has been onboarded and starts using Beta Software.

(b) Termination for Convenience. Either party may terminate the beta test order form for convenience by transmitting a written notice of termination to the other party via email. The termination will take effect upon receipt thereof.

(c) Effect of Termination. Unless the Beta Tester purchases a license to use the Beta Software on or prior to termination of this Beta Agreement, the rights and licenses granted to Beta Tester under this Beta Agreement and access to the Beta Software will terminate. Chi Savvy will delete any Participant data stored using the Beta Software.

  1. Warranty Disclaimer

CHI SAVVY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, OR ANY OTHER GUARANTEE WITH RESPECT TO THE USE OF THE BETA SOFTWARE. CHI SAVVY PROVIDES THE BETA SOFTWARE ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” CHISAVVY DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM, OR PROCESSED BY, THE BETA SOFTWARE. TO THE EXTENT PERMITTED BY LAW, CHI SAVVY EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND DATA ACCURACY.

  1. This party services and artificial Intelligence

(a) Participant acknowledges that the Beta Software may integrate private AI functionality, and third party cloud services and software as offered by third-parties software such as AWS, Claude.

(b) By accessing and/or using any AI functionality, Participant accepts the terms and conditions set forth in Chi Savvy’s privacy policy available online at chisavvy.com or instalog.com and are incorporated herein by reference and which may be updated from time to time.

  1. Confidentiality and Proprietary Rights

(a) Chi Savvy may, during the Beta Test Period, disclose to Participant certain information regarding the Beta Software, business, products, or services of Chi Savvy Inc. and its suppliers, including technical, marketing, financial, business, planning, and other confidential or proprietary information, including information that the Participant knew or should have known, under the circumstances, was considered confidential or proprietary by Chi Savvy (“Confidential Information”).

(b) The Participant agrees to keep confidential and to not disclose to any third party any Confidential Information. Participant will hold such information confidential for three (3) years from the start of this Agreement unless a separate agreement is made between the parties or such information becomes publicly known and made generally available by Chi Savvy.

(c) Participant does not have the right to modify, disassemble, decompile, or reverse engineer the Beta Software or any part thereof without Chi Savvy’s approval.

(d) The Beta Software is the sole property of Chi Savvy with all applicable rights copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Beta Software. Participant shall not have intellectual property rights, and no intellectual property claims in the Beta Software.

(d) Participant may not copy or reproduce any software or documentation provided by Chi Savvy, without Chi Savvy’s prior consent.

  1. Limitation of Liability

IN NO EVENT SHALL CHI SAVVY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE BETA SOFTWARE INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE AGGREGATE LIABILITY OF CHI SAVVY AND ITS AFFILIATES AND LICENSORS UNDER THIS BETA AGREEMENT SHALL NOT EXCEED USD $1. THE FOREGOING LIMITATIONS OF LIABILITY APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

  1. Updates

Chi Savvy may, from time to time, update the terms and conditions in the Beta Agreement, and in any document incorporated herein by reference. By continuing to use the Beta Software, Client agrees to such updated terms and conditions.

  1. Export Compliance

Participant will strictly comply with all applicable export laws and regulations (including sanction lists) and has the responsibility to obtain any licenses or approvals required to export, re-export, transfer, or import the Software and/or Third-Party Software and to use or make such accessible in accordance with applicable export control laws.

  1. 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.

  1. Governing Law.

This Agreement shall be governed by the laws of the State of California, U.S.A., excluding its conflicts of law rules. The parties agree that any federal or state court located in Alameda County, State of California shall have jurisdiction and venue over all controversies in connection herewith.

14 – Entire Agreement. This Agreement and the Exhibits hereto, including any additional terms and conditions listed in the Beta Testing Program, represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all prior or contemporaneous agreements or understandings between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except by the written or online acceptance of both parties.