Early Access Terms

GOSADI

BETA TEST AGREEMENT AND LIABILITY RELEASE

THIS BETA TEST AGREEMENT (“Agreement”) governs the disclosure of information and use of any software, platform or service offered by Gosadi, Inc., a Delaware corporation (“Company”, “gosadi”, “We”, “Us”, or “Our”), to the undersigned Participant (“You”, “Your”, or “Yours”) and Your use of gosadi’s beta service offering (“Service”) to be hosted by us, for a period starting on the signing hereof, until terminated by You or the Company upon notice by either party (collectively, the “Activities”).

1. Subject to the terms and conditions of this Agreement, gosadi grants You a non-exclusive, non-transferable license to use Our Service for the purpose of testing and evaluating the Service. By executing this Agreement, You expressly agrees to all terms and conditions posted on the Company’s website, https://www.gosadi.com¹ (“Terms of Service”).

2. During Your participation in the Activities, gosadi will grant You access to the Service, any necessary documentation, and instruct You how to use the Service, the tests to perform, and the test data desired by the Company. As long as You continue acting as an beta tester, You will have access to a free subscription to the gosadi’s top tier subscription plan. While testing and after termination of the Activities, you may receive promotional considerations and opportunities from gosadi, its partners, and various brands with which We partner. Many of these opportunities are exclusive to gosadi’s beta testers. Once this Agreement is terminated, You may continue to use any publicly released version of the Service, provided that You pay all applicable subscription fees. Either You or gosadi may terminate this Agreement at any time by providing written notice to the other party.

3. You acknowledge and agree that the Service is an beta release offering and may not perform at the level of performance of any commercially available product offering. The service may not operate correctly and may be substantially modified prior to the first commercial release, or, at the Company’s option, the service may not be released commercially in the future at all. You agree to observe and obey all of gosadi’s rules and warnings and to follow any instructions or directions given by Us with respect to Your participation in the Activities. If You are under the age of eighteen (18), this Agreement must be signed by You, as well as Your parent or guardian. Your parent or guardian assumes all liability hereunder in the event that this Agreement is not enforceable against You. Any parent or guardian signing this Agreement agrees that they have the power to execute this Agreement and agree to assume all liability on Your behalf.

4. You acknowledge and agree that the Service is provided “AS IS”, without any warranties. We disclaim all warranties, express, implied, and statutory, including but not limited to, any implied warranties of title, non-infringement of third-party rights, merchantability, or fitness for a particular purpose. No action or statement, whether oral or written, given by Us, Our agents, or Our employees will in give rise to any warranty. While using the Service as an beta tester, You bear all risks arising from your use of the Service.

5. Regarding our intellectual property rights, gosadi is and shall be the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the services performed by You under this Agreement. You hereby acknowledge and agree that gosadi retains all right, title and interest in its intellectual property, including but not limited to gosadi’s trademarks, insignia, products, subsidiary names, or facsimile (collectively, the “Marks”), and any and all trade secrets and other intellectual property rights (collectively “Intellectual Property”). You may not use the Marks or Intellectual Property for any purpose without gosadi’s permission. Nothing in this Agreement gives You any other right, title or interest to Our Marks or Intellectual Property. All goodwill resulting from Your use of the Marks and/or Intellectual Property will belong to gosadi. If You develop copyrightable material during your use of the Service, as part of the Activities, including, but not limited to, graphics, designs, drawings, pictures, images, photographs, text, feedback, literary works, and/or audio-visual works (“Protected Materials”), the Protected Materials shall be deemed as “works made for hire”, as defined in the U.S. Copyright Act, 17 U.S.C. § 101. You acknowledge and agree that the Protected Materials are the Intellectual Property of the Company and You assign all Protected Materials to Us and acknowledge that this assignment is not contingent on the payment of any compensation. Should any law effect Our ownership of the Protected Materials, You grant to Us an unlimited, perpetual and royalty free license to use, reproduce, license and distribute the Protected Materials throughout the world, including all Intellectual Property. You agree to sign and deliver to the Company any documents required to secure Our rights under this Section. Any assignment of Intellectual Property under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). You irrevocably waive all claims You may now or later have to any Moral Rights. You agree to assign to Us any ideas, inventions, improvements, or suggestions (“Ideas”) arising from Your performance of the Activities or use of the Service, whether made alone or with others and agree that such Ideas shall be Intellectual Property of gosadi. You agree to disclose such Ideas and to assist Us to file for patents or seek other protection. You represent and warrant that You have full rights to assign the Ideas and that all persons that work for You on the services described in this Agreement are bound hereby and have the right to assign such Ideas to Company. You agree to take actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Us to prosecute, register, perfect, record or enforce gosadi’s rights in Our Intellectual Property. In the event We are unable, after reasonable effort, to obtain Your signature on any such documents, You irrevocably designate and appoints Us as Your agent and attorney-in-fact, to act for and on Your behalf solely to execute and file any such application or other documents and do all other permitted acts to further the prosecution and issuance of Our rights in Your services and any Intellectual Property, with the same effect as if You had executed them. You agree that this power of attorney is coupled with an interest.

6. You further agrees that, in connection with any interviews, photographs, videos or images taken, created, or used in connection with the Activities, You give permission to gosadi to reproduce, distribute, exhibit, display, perform, exploit and otherwise use Your name, photograph, likeness, image, voice and biographical information (collectively, the “Materials”), or to refrain from so doing, throughout the world, in any media, in perpetuity, and in connection with any content, advertising, promotional, publicity and other materials related to the Company or the Activities. You hereby release gosadi, from and against any and all claims which gosadi has or may have for invasion of privacy, right of publicity, defamation, copyright infringement, or any other causes of action arising out of the use, adaptation, reproduction, distribution, display, broadcast, performance, or exhibition of the Materials in accordance with the terms hereof.

7. Gosadi will not be liable for loss of use, lost profits, cover of cost, loss of data business interruption or any direct or indirect incidental consequential punitive special or exemplary damages arising out of or relating to the Service, however caused and regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise even if You have been advised of the possibility of such damages. In no event will gosadi’s total cumulative liability for any claims arising out of or related to this Agreement, participation in the Activities, or the use of the Service exceed One Hundred ($100.00) Dollars.

8. To the fullest extent permitted by law, You agree to indemnify, defend and hold harmless gosadi and its members, managers, shareholders, directors, employees, agents, attorneys, and representatives (collectively, “Indemnitees”) from and against any and all third party claims, damages, losses and expenses of any kind, including, but not limited to, attorneys’ fees, arising out of or resulting from: (i) any negligent act or omission and/or (ii) any breach of the representations, warranties, and terms of this Agreement. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity, which would otherwise exist as to any party or person described in this Section. You further covenant to pay, in advance, for any and all expenses or disbursements of any nature (including all attorneys’ fees and costs) incurred by Company and/or the Indemnitees for any loss or damage suffered as a result of or in connection with any claims, judgments or proceedings established against the Company by any person in connection with anything done by You to fulfill the purposes of this Agreement.

9. You, on behalf of yourself, your successors and assigns, hereby completely and unconditionally fully, finally, and forever release and discharge (and covenants not to sue) gosadi, each affiliate of the Company, and each of their respective officers, directors, employees, agents, attorneys, and shareholders, as well as their successors and assigns, from and against any and all claims, demands, actions, causes of action, costs, expenses, damages or liabilities of whatever kind or nature, direct, indirect, third-party or derivative, known or unknown, absolute or contingent, which are based directly or indirectly upon facts, events, transactions or occurrences relating, in any manner whatsoever, to this Agreement, the Activities, and Your use of the Service. Should any such suit or action at law or otherwise be instituted against gosadi, You agree that We shall be entitled to recover attorneys' fees and costs incurred in defense of such suit or action, including any appeals therefrom. You further acknowledge and agree that (i) this release will be used by the holders, sponsors and organizers of the Activities covered hereunder, and will govern Your actions and responsibilities in connection with Your participation in the Activities; and (ii) if You institute (or anyone on Your behalf institutes) any claims against Us, this Agreement can and will be used as evidence in court.

10. You agree that You will at all times hold in strict confidence and not disclose Confidential Information to any third-party except as approved, in writing, by the Company and will use Confidential Information for no purpose other than evaluating the Service. You will only give access to confidential information to those employees having a need-to-know basis and who have signed confidentiality agreements or otherwise are bound by confidentiality agreements, at least as restrictive as those in this Agreement. For purposes of this Agreement, the term “Confidential Information” means all non-public, material information provided or made available by gosadi to You including products and services, software, information regarding technology, know-how, processes, software programs, research, development, financial information, or other proprietary information provided to You in connection with the Service or the Activities. You will promptly return to Us all hardware, software, documents, notes, and all other materials or information representing the Confidential Information and copies thereof upon completion of the Activities. You agree that nothing contained in this Agreement shall be construed as granting any ownership rights as to any Confidential Information disclosed pursuant to this Agreement or to any invention, patent, copyright, trademark, or other intellectual property right. You will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Service.

11. During and after the term of this Agreement, except as authorized by gosadi, You will not prepare or assist any person or entity in the preparation of any books, articles, television, motion picture or digital, online video productions or other creations, concerning Your dealings with, or any services provided by You on behalf of, any of gosadi’s clients and/or affiliates. You agrees that You shall not at any time (without specific prior written approval from gosadi) be permitted to do any of the following if it would (or could reasonably be anticipated to) result in disclosure of any Confidential Information: (i) provide, directly or indirectly, any information concerning any of Our principals, clients, and/or affiliates, or any combination of the foregoing to any reporter, writer, investigator or the like for any purpose whatsoever; (ii) write, prepare, assist in the preparation of, or grant any interview or contribute to any book, program, article or other form of report or communication intended for publication concerning any of Our principals, clients, and/or affiliates, or any combination of the foregoing; or (iii) confirm or deny any rumor, claim, allegation, assertion, speculation, statement, event, act, occurrence, omission or other matter or information of any kind regarding or involving any Our, clients, and/or affiliates, whether or not the same constitutes Confidential Information.

12. You acknowledge and agree that You are not an employee, partner, joint venturer, or affiliate of the Company, or that the Service, content, and product(s) being tested is/are a joint venture, but rather that the You are, if anything, an independent contractor. This Agreement constitutes the entire understanding between the You and the Company and supersedes all prior or understandings and agreements, whether oral or written, provided that the Company’s Terms of Service are incorporated herein. This Agreement can only be modified in writing signed by the parties. In the event that anything contained in the Terms of Service and this Agreement conflict, this Agreement shall prevail. Any such failure by either party to enforce the other party's strict performance of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. Although the restrictions contained in this Agreement reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten, or interpreted to include as much of its nature and scope as will render it enforceable. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees. Your obligations under this Agreement shall survive any termination hereof this Agreement and shall be governed in accordance with the laws of the state of Illinois. Venue for any proceeding arising hereunder will be in Cook County, Illinois and You irrevocably consent to the jurisdiction of the Courts located in Cook County, IL. You hereby agree that any breach of this Agreement could cause Us irreparable damage for which recovery of damages would be inadequate and that We are entitled to obtain injunctive relief under this Agreement as well as any other relief as may be granted by the Court. You may not assign or transfer any rights or obligations here under without the prior written consent of gosadi.

    I CERTIFY THAT I HAVE READ THIS AGREEMENT AND UNDERSTAND ITS CONTENTS. I AM AWARE THAT THIS IS A RELEASE OF LIABILITY AND A CONTRACT WHICH I SIGN OF MY OWN FREE WILL. BY CLICKING AGREE I CONFIRM I HAVE READ AND AGREED.