Join the TailTrak Beta

1. Parties and Effective Date
This Agreement is entered into as of the date of submission by and between TailTrak, LLC, a Texas company, and the Tester. Each is a “Party” and together they are the “Parties.”

2. Purpose of Beta Program
The Company is developing a pre‑release version of software, product, or feature (the “Beta Product”). The Company wishes to provide the Tester with access to the Beta Product solely for testing, evaluation, and feedback.

3. License & Rights
The Company grants the Tester a non‑exclusive, non‑transferable, non‑sublicensable, revocable license to install and use the Beta Product solely for internal testing and evaluation. No ownership or other rights are granted. The Tester shall not reproduce, modify, distribute, or create derivative works based on the Beta Product.

4. Confidentiality & Non‑Disclosure

4.1 Definition of Confidential Information
“Confidential Information” includes all non‑public information disclosed by the Company, directly or indirectly, including technical and business information, roadmaps, specifications, code, designs, performance data, beta features, user data, trade secrets, and any information reasonably understood to be confidential.

4.2 Obligations
The Tester shall (a) maintain Confidential Information in strict confidence; (b) use it solely to evaluate and test the Beta Product; (c) not disclose it to any third party without prior written consent; and (d) limit disclosure to those with a legitimate need to know and equivalent confidentiality obligations.

4.3 Exclusions
Confidential Information does not include information that (i) becomes public through no breach; (ii) was known to the Tester before receipt; (iii) is independently developed; or (iv) is lawfully obtained from a third party without restriction.

4.4 Return or Destruction
Upon termination or upon request, the Tester shall cease using the Beta Product and return or destroy all copies of the Beta Product and Confidential Information.

4.5 Injunctive Relief
Unauthorized disclosure or use may cause irreparable harm and the Company may seek injunctive relief.

5. Feedback & Improvements
The Tester agrees to provide timely feedback, bug reports, and suggestions. The Tester grants the Company a worldwide, perpetual, irrevocable, royalty‑free license to use and incorporate the Feedback without obligation. Feedback is not confidential.

6. Term & Termination
This Agreement continues until the earlier of program completion, termination by either Party, or final release. Either Party may terminate at any time. Confidentiality, feedback ownership, IP, disclaimer, limitation of liability, governing law, and dispute provisions survive termination.

7. Disclaimer & Limitation of Liability
The Beta Product is provided “as is.” The Company disclaims all warranties. To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages. The Company’s total liability shall not exceed USD $100.

8. Intellectual Property
All rights in and to the Beta Product and any derivatives are the exclusive property of the Company and its licensors. The Tester shall not remove proprietary notices or use the Company’s marks without consent. Any modifications or derivative works created during the program vest in the Company.

9. Compliance & Representations
The Tester represents and warrants authority to enter this Agreement and to comply with applicable laws. The Tester agrees not to introduce harmful code or engage in reverse engineering except as allowed by law.

10. Governing Law & Dispute Resolution
This Agreement is governed by the laws of the State of Texas, USA, without regard to conflicts principles. Disputes shall be resolved in the state or federal courts located in Dallas County, Texas.

11. Miscellaneous
This Agreement constitutes the entire understanding regarding its subject matter and supersedes prior communications. Amendments must be in writing and signed. Neither Party may assign without consent, except the Company may assign to a successor in connection with a merger, acquisition, or sale of assets. If any provision is unenforceable, the remainder remains in full force and effect.

12. Signatures
IN WITNESS WHEREOF, the Parties have executed this Beta Testing Agreement & NDA effective as of the date of submission.