Beta Program Agreement

Agreement Date: To be completed at execution  ·  Version: 1.2

Preamble

This Beta Program Agreement (“Agreement”) is entered into between Dossiri LLC, a Maryland limited liability company (“DOSSIRI”), and the individual or organization identified in the signature block below (“Participant”).

This Agreement governs Participant’s access to and use of the DOSSIRI platform (app.dossiri.com) as a Beta Program participant. It supplements and, where it conflicts, controls over the DOSSIRI Terms of Service (www.dossiri.com/legal/terms) (“ToS”), the DOSSIRI Privacy Policy (www.dossiri.com/legal/privacy), and the DOSSIRI Acceptable Use Policy (www.dossiri.com/legal/acceptable-use) (“AUP”), which remain in effect and are incorporated herein by reference. Except as expressly modified by this Agreement, the ToS, Privacy Policy, and AUP apply in full to Participant’s use of the Service.

This Agreement must be signed by both parties before Participant is granted access to the Service. Click-through acceptance of the Terms of Service occurs at or after execution of this Agreement, not before. DOSSIRI will not grant Service access to Beta Program participants under informal arrangements or email exchanges.

Beta Program access is provided at DOSSIRI’s sole discretion. Participant acknowledges that the Service is in a pre-general-availability state and that participation in the Beta Program is subject to the terms and limitations described herein.

1. Definitions

Capitalized terms not defined in this Agreement have the meanings given in the ToS. The following additional terms apply:

Beta Features: Features of the Service made available to Participant during the Beta Period that may not yet be available in the generally available version of the Service, or that are in a pre-release, development, or evaluation state.

Beta Period: The period during which Participant is authorized to access the Service under this Agreement, beginning on the Agreement Date and continuing until terminated in accordance with Section 9.

Beta Program: DOSSIRI’s pre-general-availability access program for design partners, alpha users, and beta users.

Feedback: All comments, suggestions, bug reports, feature requests, observations, and other input that Participant provides to DOSSIRI regarding the Service, whether provided orally, in writing, or through use of the Service.

DOSSIRI Confidential Information: Non-public information disclosed by DOSSIRI to Participant in connection with the Beta Program, including product roadmap information, unreleased features, Beta Features, pricing strategy, technical architecture, and business information. Customer Content entered by Participant is not DOSSIRI Confidential Information.

Participant Confidential Information: Non-public business information disclosed by Participant to DOSSIRI in connection with the Beta Program, including account details, sales strategies, customer information, and other business information shared in the course of Feedback sessions or product discussions.

Participant Type: Participant’s classification within the Beta Program, as identified in the signature block: Design Partner, Alpha User, or Beta User. Each Participant Type may have different access levels, Feedback obligations, and pricing terms as described in Section 3.

2. Beta Program Access

2.1 Access Grant

Subject to the terms of this Agreement, DOSSIRI grants Participant a limited, non-exclusive, non-transferable, revocable right to access and use the Service, including applicable Beta Features, during the Beta Period for the purpose of evaluating the Service and providing Feedback to DOSSIRI. This right is for Participant’s internal business use only.

2.2 Access Scope

Participant’s access to specific features of the Service during the Beta Period is determined by Participant’s Participant Type and by the access configuration DOSSIRI provides to Participant at onboarding. DOSSIRI may adjust Participant’s access scope at any time during the Beta Period, including granting access to additional features or revoking access to specific features, with reasonable notice where practicable.

2.3 No Production Commitment

Access to the Service under this Agreement does not constitute a commitment that any Beta Feature will be included in the generally available version of the Service, that the Service will continue in its current form, or that Participant will have continued access after the Beta Period ends. DOSSIRI makes no representations about the future roadmap, feature set, or pricing of the generally available Service. Verbal representations made by DOSSIRI personnel regarding product direction during Feedback sessions or onboarding are informational only and do not create contractual obligations.

2.4 Authorized Users

Participant may authorize individual users within Participant’s organization to access the Service under this Agreement, subject to the seat limits and role structure of the Service as specified in the signature block. Participant is responsible for ensuring that all authorized users comply with this Agreement, the ToS, and the AUP. Participant accepts liability for any breach of this Agreement by its authorized users.

3. Participant Types and Pricing

3.1 Design Partner

Design Partners are early participants who provide structured, ongoing Feedback in exchange for privileged access to the Service and direct engagement with the DOSSIRI product team. Design Partner access is subject to the following terms:

3.2 Alpha User

Alpha Users access the Service in an early, potentially unstable state prior to feature completion. Alpha access is subject to the following terms:

3.3 Beta User

Beta Users access a more complete version of the Service prior to general availability. Beta access is subject to the following terms:

3.4 Pricing Terms

The pricing applicable to Participant’s Beta Program access is set forth in the signature block. Unless otherwise specified:

3.5 Paying Beta Participants

If any Participant Type pays fees during the Beta Period, those fees and the applicable discount terms are specified in the signature block. The payment of fees during the Beta Period does not modify the terms of this Agreement with respect to warranties, data risk, or service availability, which apply equally regardless of whether fees are paid.

4. Feedback

4.1 Feedback License

Participant grants DOSSIRI a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, incorporate, and commercialize any Feedback for any purpose, without restriction, obligation, or compensation to Participant. This license survives termination of this Agreement.

4.2 No Obligation to Implement

DOSSIRI is not obligated to implement, act upon, or respond to any Feedback. The provision of Feedback does not create any obligation on DOSSIRI to develop, release, or maintain any feature, capability, or product direction.

4.3 Feedback Does Not Create IP Rights

Participant’s provision of Feedback does not give Participant any intellectual property rights in the Service or in any feature developed by DOSSIRI, even if DOSSIRI develops a feature substantially similar to Feedback provided by Participant.

4.4 Feedback Sessions

DOSSIRI may request periodic Feedback sessions with Participant, particularly for Design Partners. Participant agrees to participate in good faith in scheduled Feedback sessions during the Beta Period, subject to reasonable scheduling constraints. Sessions may be conducted by video call, phone, or written exchange at DOSSIRI’s discretion.

4.5 No Compensation

Feedback is provided voluntarily and without compensation beyond the access and pricing terms set forth in Section 3. Participant acknowledges that early access to the Service is adequate consideration for the obligations in this Section.

5. Confidentiality

5.1 DOSSIRI Confidential Information

Participant agrees to hold DOSSIRI Confidential Information in strict confidence and not to disclose it to any third party without DOSSIRI’s prior written consent. Participant may share DOSSIRI Confidential Information with its employees and contractors who need to know it for purposes of Beta Program participation, provided those individuals are bound by confidentiality obligations at least as protective as those in this Agreement.

DOSSIRI Confidential Information includes, without limitation: product roadmap information shared in Feedback sessions, unreleased feature designs, pricing strategy, technical architecture discussed in product conversations, and Beta Feature specifications. DOSSIRI will identify information as confidential where practicable, but the absence of a confidentiality label does not mean information is not DOSSIRI Confidential Information if it would be reasonably understood to be confidential given the context.

5.2 Participant Confidential Information

DOSSIRI agrees to hold Participant Confidential Information in confidence and not to disclose it to third parties, except as required to provide the Service or as required by law. DOSSIRI will use Participant Confidential Information only for the purpose of operating the Service and engaging with Participant in the Beta Program. Customer Content entered into the Service is governed by the ToS and Privacy Policy and is not separately enumerated as Participant Confidential Information under this Agreement.

5.3 Standard of Care

Each party will use at least the same degree of care to protect the other party’s confidential information as it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care.

5.4 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the receiving party before disclosure without confidentiality restriction; (c) is received from a third party without restriction on disclosure; or (d) is independently developed by the receiving party without reference to the disclosing party’s confidential information.

5.5 Required Disclosure

If a party is required by law, court order, or regulatory requirement to disclose the other party’s confidential information, it will provide prompt written notice to the other party (where legally permitted) to allow the other party to seek a protective order or other appropriate remedy before making the disclosure.

5.6 Duration

Confidentiality obligations under this Section survive termination of this Agreement for a period of three (3) years. Obligations with respect to trade secrets survive indefinitely.

6. Beta Disclaimers

6.1 Pre-General-Availability Status

The Service and Beta Features are provided in a pre-general-availability state. Participant acknowledges that:

6.2 No Warranty

THE SERVICE AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. DOSSIRI EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO BETA FEATURES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DOSSIRI DOES NOT WARRANT THAT BETA FEATURES WILL FUNCTION AS DESCRIBED, THAT THE SERVICE WILL BE AVAILABLE WITHOUT INTERRUPTION, OR THAT DATA WILL NOT BE LOST.

6.3 Data Risk

Participant acknowledges that use of Beta Features carries a risk of data loss or corruption. DOSSIRI strongly recommends that Participant maintain independent records of all Customer Content entered into the Service during the Beta Period. DOSSIRI is not liable for any data loss, data corruption, or loss of access to Customer Content arising from Beta Feature instability or Service changes during the Beta Period.

6.4 Intelligence Output Disclaimer

All Intelligence Outputs generated during the Beta Period are subject to the disclaimer in the AUP Section 2 and ToS Section 10, which are incorporated herein by reference. Intelligence Outputs during the Beta Period may differ materially from those available in future generally available releases of the Service. Participant must not rely on Beta Period Intelligence Outputs as representative of the quality, accuracy, or capabilities of Intelligence Outputs that will be available at general availability.

DOSSIRI outputs do not constitute compliance advice, legal advice, regulatory advice, validation guidance, quality advice, or professional advice of any kind. All Intelligence Outputs are provided solely as decision-support information. This applies with particular force during the Beta Period, when Intelligence Outputs may be generated by placeholder or development-stage providers.

7. Intellectual Property

7.1 DOSSIRI Ownership

DOSSIRI retains all rights, title, and interest in and to the Service, Beta Features, and all improvements, modifications, and derivative works thereof, including any improvements derived from Feedback. This Agreement does not transfer any ownership interest in the Service or Beta Features to Participant.

7.2 Customer Content Ownership

Participant retains ownership of Customer Content entered into the Service during the Beta Period, subject to the license granted to DOSSIRI under the ToS Section 4.2. Termination of this Agreement does not extinguish Participant’s ownership of Customer Content, but Participant’s ability to access Customer Content after termination is subject to the data retention practices described in the Privacy Policy.

7.3 No Implied License

Nothing in this Agreement grants Participant any license or right in the Service, Beta Features, or DOSSIRI’s intellectual property beyond the limited access right granted in Section 2.1. Participant may not copy, reproduce, modify, or create derivative works of the Service or any Beta Feature.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DOSSIRI BE LIABLE TO PARTICIPANT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR PARTICIPANT’S USE OF THE SERVICE DURING THE BETA PERIOD, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, EVEN IF DOSSIRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DOSSIRI’S TOTAL LIABILITY TO PARTICIPANT UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY PARTICIPANT TO DOSSIRI DURING THE BETA PERIOD; OR (B) ONE HUNDRED DOLLARS ($100). PARTICIPANT ACKNOWLEDGES THAT THIS LIMITATION IS A MATERIAL TERM OF THIS AGREEMENT AND THAT DOSSIRI WOULD NOT PROVIDE BETA PROGRAM ACCESS WITHOUT THIS LIMITATION.

8.3 Essential Basis

The limitations of liability in this Section reflect the nature of Beta Program access and the pre-general-availability state of the Service. They are an essential element of the basis of the bargain between DOSSIRI and Participant and would not be possible to offer on commercially reasonable terms without these limitations.

8.4 Exceptions

Nothing in this Section excludes or limits liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence.

9. Term and Termination

9.1 Term

This Agreement begins on the Agreement Date and continues until the Beta Period ends or the Agreement is terminated as described in this Section.

9.2 Termination by DOSSIRI

DOSSIRI may terminate this Agreement and Participant’s Beta Program access at any time, for any reason or no reason, with 14 days’ written notice. DOSSIRI may terminate immediately without notice if Participant materially breaches this Agreement, the ToS, or the AUP, or if Participant engages in conduct that DOSSIRI reasonably determines is harmful to the Service or other users.

9.3 Termination by Participant

Participant may terminate this Agreement at any time by providing written notice to DOSSIRI at hello@dossiri.com and ceasing all use of the Service. Termination by Participant does not entitle Participant to any refund of fees paid, if any.

9.4 Effect of Termination

Upon termination of this Agreement:

9.5 Transition to Paid Subscription

If DOSSIRI offers Participant the opportunity to transition to a paid subscription at the end of the Beta Period, the terms of that subscription will be governed by the ToS and the applicable subscription pricing in effect at the time of transition. Participation in the Beta Program does not guarantee any specific pricing, feature access, or subscription terms at general availability. Any transition pricing offer will be communicated in writing.

10. General Provisions

10.1 Relationship to ToS

This Agreement supplements the ToS. Where this Agreement conflicts with the ToS, this Agreement controls with respect to Beta Program participation. The ToS, Privacy Policy, and AUP remain in full effect with respect to all aspects of Participant’s use of the Service not specifically addressed in this Agreement.

10.2 Entire Agreement

This Agreement, together with the ToS, Privacy Policy, and AUP, constitutes the entire agreement between the parties with respect to Participant’s participation in the Beta Program and supersedes all prior or contemporaneous agreements, representations, or understandings relating to the subject matter hereof, including any verbal representations made during onboarding or Feedback sessions regarding product roadmap or future pricing.

10.3 Amendment

DOSSIRI may amend this Agreement with 14 days’ written notice to Participant. If Participant does not agree to an amendment, Participant may terminate this Agreement before the amendment takes effect. Continued use of the Service after an amendment takes effect constitutes acceptance.

10.4 Governing Law

This Agreement is governed by the laws of the State of Maryland, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in Maryland, and the parties consent to personal jurisdiction in such courts.

10.5 Assignment

Participant may not assign this Agreement or its rights hereunder without DOSSIRI’s prior written consent. DOSSIRI may assign this Agreement in connection with a merger, acquisition, or asset sale. Any attempted assignment in violation of this Section is void.

10.6 Severability

If any provision of this Agreement is found invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force.

10.7 Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce that provision in the future.

10.8 Notices

Notices to DOSSIRI under this Agreement should be sent to hello@dossiri.com for both general matters and formal legal notices. Notices to Participant will be sent to the email address provided in the signature block. Notices are effective upon delivery to the applicable email address.

10.9 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which constitutes an original. Electronic signatures, including signatures transmitted by PDF or executed through an electronic signature platform, are valid and binding.

Signature Block

By signing below, the parties agree to the terms of this Beta Program Agreement.

DOSSIRI LLC

Signature:  

Printed Name:  

Title:  

Date:  

PARTICIPANT

Signature:  

Printed Name:  

Title:  

Organization Name:  

Work Email Address:  

Date:  

Beta Program Details (Complete at Execution)

Participant Type: ☐ Design Partner   ☐ Alpha User   ☐ Beta User:  

Beta Period Start Date:  

Beta Period End Date (or ‘Until terminated’):  

Pricing Terms (e.g., 100% discount / no charge; or specify amount):  

Feedback Session Frequency (Design Partners only; e.g., monthly):  

Number of Authorized Users / Seats:  

Any additional terms agreed at onboarding: