1. Introduction and Purpose

Cybever, Inc. invites you to participate in the closed beta program ("Beta") for our 3D environment generation solution ("Product"). This agreement outlines the terms for your participation in the Beta and sets forth the preliminary understanding for potential commercial use upon the Product's launch.

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2. Key Terms

• 2.1 Parties: This agreement is between Cybever, Inc. ("Cybever") and you, the partner ("Partner").
• 2.2 Cybever Responsibilities:
  • Provide Partner access to Product during Beta.
  • Collaborate with Partner during Beta to gather feedback on various Product-related topics such as bug reports, usability, pricing, feature prioritization, etc. ("Feedback").
  • Coordinate with Partner on Gallery Usage and Brand Usage, as needed and appropriate.
• 2.3 Partner Responsibilities:
  • During Beta, use Product on project(s) of the Partner's choosing such as creating sample environments, demo videos, or in-house testing.
  • Provide Feedback to Cybever at least once per Partner Project with the understanding that Feedback is intended to help improve and prepare the Product for commercial release.
  • Coordinate with Cybever on Gallery Usage and Brand Usage, as needed and appropriate.

3. Commercial Intent

• 3.1 Intent: The Partner expresses the intent to become a commercial user upon Launch, contingent on the Product satisfactorily meeting the Partner's needs and upon successful discussions and execution of a formal commercial agreement between the parties prior to commercial use.
• 3.2 Preliminary Terms: Fees and free-use periods will be discussed and agreed upon prior to commercial use, including potential discounts and free-use periods for Launch Partners.

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4. Confidentiality

• 4.1 Confidential Information: Includes all sensitive information shared during the Beta program, such as business plans and creative concepts, technology strategies, copywriting, release schedules, financial data, drawings, artwork, logos, projections, inventions, software, customer lists, technical operations, corporate strategies, documentations and specifications (collectively, the “Confidential Information”).
• 4.2 Disclosure: Each party agrees to keep all confidential information in strict confidence for a period of two (2) years from the date of receipt, except to the extent required by law.
• 4.3 Use: Each party may disclose confidential information to its representatives on a need-to-know basis, ensuring they are informed of the confidential nature of such information.
• 4.4 Exceptions: Confidential Information does not include information that was already in the public domain, independently developed, or obtained from a third party without restriction.

5. Ownership

• 5.1 Ownership Rights: All title, interest, and ownership rights in and to the Product, including any associated documentation and any improvements, modifications, and enhancements, are and shall remain the exclusive property of Cybever. Except for those rights expressly granted herein, no other rights are granted, either express or implied, to Partner.

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6. License

• 6.1 License Grant: Cybever grants to Partner a non-exclusive, non-transferable, non-sublicensable license to use the Product solely for the purposes of testing, research, and evaluation. Partner shall not modify, disassemble, decompile, reverse engineer, rent, lease, loan, transfer, or make copies of the Product except as explicitly permitted by this Agreement.

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7. Data & Feedback

• 7.1 Feedback: Partner agrees that Cybever may obtain information and data (“Feedback”) from Partner in connection with Partner’s registration, installation, and use of the Product, including, without limitation, personal information. Cybever may also collect and process technical and performance information about Your use of the Product. This information may be used to support and troubleshoot issues, provide updates, analyze trends, and improve Cybever products or services. Cybever is allowed to use and share such data with its partners for purposes related to the Product, in compliance with applicable data protection laws. You hereby consent to Cybever, processing and transferring this information, including, if any, personal information, in conformity with the Cybever Privacy Policy as updated from time to time and handled in accordance with applicable data protection laws.
• 7.2 Feedback Use: Feedback provided to Cybever through any of the foregoing methods in connection with the Product may be used by Cybever and its partners to improve or enhance products, services, and/or features, and, accordingly, Cybever shall have a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.

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8. Termination

• 8.1 Termination Conditions: This Agreement will continue in effect until terminated in accordance with this Section 8. Partner may terminate this Agreement at any time by returning or destroying any and all Confidential Information that is in Partner’s possession or control. At Cybever’s request, Partner agrees to provide certification of Partner’s compliance with the foregoing requirements upon any termination. Cybever may terminate this Agreement at any time, with or without cause, immediately upon written notice to Partner, and may terminate this Agreement immediately for any breach of the confidentiality provisions set forth herein. Within seven (7) days of Partner’s receipt of Cybever’s termination notice, or earlier if requested by Cybever, You will return, cease all use of, and/or destroy the Beta Product and all other Confidential Information as provided in this Section.

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9. Dispute Resolution

• 9.1 Resolution: Any disputes arising from this agreement shall be resolved amicably through good faith negotiations between the parties.

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10. No Implied Rights

• 10.1 No Rights: Sharing confidential information does not grant any rights to use or sell it.

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11. Governing Law

• 11.1 Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of the State of California, USA.

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12. Miscellaneous

• 12.1 Entire Agreement: This agreement constitutes the entire understanding between the parties and supersedes all prior agreements and understandings.
• 12.2 Assignment: This agreement may not be assigned by either party without the prior written consent of the other party.
• 12.3 Notices: All notices permitted or required under this agreement shall be in writing and delivered by personal delivery, electronic mail, facsimile transmission, or by certified or registered mail.

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