About The Beta Participant Agreement

Congratulations on being selected to participate in an upcoming beta! This Beta Participant Agreement is a legal document being executed between you and Dacture Inc. (“Dacture”) that outlines both your obligations and Dacture’s. It is important for you and Dacture that you are comfortable with these terms. We ask that you review the following terms and conditions of this Beta Participant Agreement and if acceptable, click the checkbox below.

By clicking the checkbox below, you are agreeing to all of its provisions. Included in these terms is your agreement to:

actively use and evaluate the product or service for its intended purposes;
provide the types of feedback requested by Dacture and respond to Dacture’s questions;
give Dacture all rights to any feedback you submit;
not disclose that you are participating in this beta;
not show the beta materials to others;
not share copies, pictures, or videos of the beta materials in any form; and
return any beta materials if requested.

Thank you! We look forward to your participation in the beta.

BETA PARTICIPANT AGREEMENT

This Beta Participant Agreement (this “Agreement”) is made and entered into between the participant (the “Participant”, herein also referred to as “you”, and “your”) and Dacture Inc. (“Dacture”, herein also referred to as “we”, “our”, and “us”), and is effective as of the date of acceptance by the Participant first dated below.

The Participant is an individual or business that desires to participate in a beta evaluation, which provides access to confidential materials or services currently in development by Dacture. Dacture wishes to obtain the benefit of the Participant’s services and reports as a beta evaluator of Dacture’s materials or service. In consideration of the premises, and of the mutual covenants and conditions, the parties, agree to the following terms and conditions:

Software. We will provide you with a reasonable number of user IDs and passwords, determined in our sole discretion, for the purpose of accessing the software described on Exhibit A attached hereto on our server (all components, accessories, and documentation related to such software, including, but not limited to, source code, technical information, and all updates or revisions thereto, shall be referred to as the “Software”. Your right to use the Software is limited to those rights expressly set out in this Agreement. You agree that you will not make any commercial exploitation of the Software or create any competing product.
License. Dacture hereby grants the Participant a non-exclusive, non-transferable consent and license to use the Software solely for the purposes set forth in this Agreement. The Software may not be publicly disclosed, sublicensed, sold, assigned, leased, loaned, or otherwise transferred by the Participant to any third party for any reason.
Authorized Access to Our Server. In accessing the Software on our server, you will (i) keep all user IDs and passwords confidential, (ii) not use the Software for any other reason except for using the Software for its intended commercial purposes in the ordinary course, (iii) not modify or change the software except with our knowledge and prior written consent, (iv) return all materials to us that we provided to you or that you may have made relating to the Software, including, but not limited to, any screenshot captures or hard copies of screens.
Dacture’s Obligations.
1. Dacture will deliver the Software to the Participant at Dacture’s expense.
2. Dacture has no obligation to develop or provide any updates or revisions to the Software, and Dacture reserves the right to alter or adjust performance specifications and feature availability of the Software and otherwise update the Software and implement periods of downtime as it deems necessary or desirable.
3. Dacture will provide the support, instructions, safety information, warnings, and cautions that are necessary to facilitate the commercial use of the Software for its intended purposes in the ordinary course.
Participant’s Obligations.
1. The Participant agrees to use and evaluate the Software for its commercially intended purposes in the ordinary course. Participant agrees to familiarize itself with the Software information provided by Dacture and to only use or evaluate the Software as directed.
2. The Participant will notify Dacture of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Software known to or discovered by Participant. In addition, the Participant agrees to provide Dacture with such reports via the methods designated by Dacture and to promptly respond to any and all reasonable inquiries, questionnaires, surveys, and other beta documents submitted to the Participant by Dacture from time to time.
3. Any feedback, ideas, modifications, suggestions, improvements, and the like made by Participant with respect to the Software (“Supportive Information”) will be the property of Dacture. Participant agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Supportive Information and the related intellectual property rights to Dacture and agrees to assist Dacture, at Dacture’s expense, in perfecting and enforcing such rights. Dacture may disclose or use Supportive Information for any purposes whatsoever without any obligation to Participant.
4. The Participant agrees to pay all incidental costs (including, but not limited to, costs for Internet and phone services, accessories, cabling, etc.) associated with the use and evaluation of the Software and incurred during the Participant’s possession of the Software, unless otherwise agreed to in writing by both parties.
Confidentiality
1. The Participant acknowledges that as a beta evaluator, the Participant may have access to, and Dacture may disclose to the Participant, certain valuable information belonging to and relating to Dacture which Dacture considers confidential, including, but not limited to, information concerning the Software, the Software’s trademark(s) and trade name(s), computer programs, user manuals, sales and marketing plans, business plans, processes, customer lists, copyrights, patents and other intellectual property rights and trade secrets (“Confidential Information”). Participant shall use the Confidential Information solely for the evaluation purposes set forth in this Agreement and shall not disclose, without Dacture’s prior written consent, such Confidential Information to third parties or use such Confidential Information for its own benefit or for the benefit of third parties.
2. If Participant is a company or other entity, Participant shall disclose Confidential Information only to those of its employees who need to know such information for the purpose of the agreed-upon beta evaluation, and shall ensure that its employees observe the confidentiality obligations set forth in this Agreement. The Participant acknowledges that the Software contains Confidential Information developed or acquired by Dacture and that all rights therein and in other Dacture Confidential Information remain in Dacture. The Participant will not disclose that it is evaluating or has evaluated the Software to any third party without Dacture’s prior written consent. In addition, Participant agrees to treat any communications and reports prepared under this Agreement as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without Dacture’s prior written consent.
3. This Agreement shall impose no obligation of confidentiality upon the Participant with respect to any portion of the Confidential Information which: (i) now or hereafter, through no act or failure to act on the Participant’s part, becomes generally known or available; (ii) is known to the Participant at the time the Participant receives same from Dacture as evidenced by written records; (iii) is hereafter furnished to the Participant by a third party as a matter of right and without restriction on disclosure.
Proprietary Rights; No Right to Copy, Modify, or Disassemble.
1. The Software provided by Dacture is proprietary to and the property of Dacture. All applicable Confidential Information in or associated with the Software will remain in Dacture and the Participant shall have no rights to such Confidential Information in the Software.
2. The Participant may not copy, reverse engineer, decompile, disassemble, or reproduce the Software without Dacture’s prior written consent. The Participant may not copy or reproduce any software or documentation provided by Dacture, without Dacture’s prior written consent.
3. The Participant agrees to secure and protect the Software (including information required to access the Software) and all copies thereof in a manner consistent with the maintenance of Dacture’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.
4. The Participant shall not (attempt to or otherwise) reverse engineer, alter, modify, disassemble or decompile the Software, or any part thereof, without Dacture’s prior written consent.
5. The Participant acknowledges and understands that the Software is the property of Dacture, whose rights are subject to copyright, trade secret and other laws, and that this Agreement gives the Participant no other rights than those rights in or to it.
Disclaimer of Warranty. By its nature, the Software may contain errors, bugs and other problems that could cause system failure or result in the requirement to retrain or recalibrate the Software, and the testing and quality assurance of the Software may not yet be completed. Because the Software is subject to change, Dacture reserves the right to alter the Software at any time, and any reliance on the Software is at Participant’s own risk. PARTICIPANT ACCEPTS THE SOFTWARE “AS IS.” DACTURE MAKES NO WARRANTY OF ANY KIND REGARDING THE SOFTWARE. DACTURE HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS.
Term and Termination. This Agreement will terminate immediately upon receipt from us of notice that the Agreement is terminated. Upon termination of this Agreement, you shall promptly return to us all materials relating to the Software, as well as any Confidential Information then in your possession or control, and the confidentiality obligations set forth under this Agreement shall survive the termination of this Agreement.
Limitation of Liability. IN NO EVENT SHALL DACTURE BE LIABLE TO THE PARTICIPANT OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SOFTWARE OR THE TRANSACTIONS CONTEMPLATED HEREIN.
Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
Assignment; Severability. The Participant agrees not to assign any rights under this Agreement and 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.
Governing Law. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to principles of conflicts of law.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic means (including .pdf, clickwrap, or any electronic signature complying with applicable law, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered is deemed to have been duly and validly delivered and be valid and effective for all purposes.
Entire Agreement. This Agreement and the Exhibits hereto represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all prior agreements between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except by the written acceptance of both parties.

[Exhibit Follows]

EXHIBIT A

SOFTWARE DESCRIPTION

The Software provided by Dacture is a no-code predictive modeling Software as a Service that assists organizations with predicting business outcomes so they can make business decisions more quickly. The Software assists organizations in

determining which customers are most likely to convert from a free model to a paid model;
predicting how to boost conversions from open source, freemium, or free trial users to paid users;
increasing retention rates and proactively address churn before hitting a critical point;
identifying customers that will be responsive to upsell and cross-sell opportunities; and
creating and running data-driven models relating to the foregoing.