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Beta Pilot Agreement

This Beta Agreement (“Agreement”) is dated as of 1 August 2021 (“Effective Date”) and is by and between Soffos, Inc. (“Soffos”) with an address of 3115 Honey Tree Lane, Austin, Texas 78746 and you (“Licensee”) and sets forth terms and conditions under which Soffos and Licensee agree to undertake a cooperative effort to test and use a pre-release, version of the Soffos SaaS web application (“Beta Software”) which may contain bugs, defects, and other errors and may not function fully.

Soffos and Licensee agree as follows:

  1. Beta License.

    1.1 License Grant.
     Subject to the terms and conditions of this Agreement, Soffos and its licensors grant to Licensee a non-exclusive, non-transferable, single Licensee, limited license to use the Beta Software.  Any updates, new versions, or upgrades of the Beta Software provided by Soffos in its sole discretion under this Agreement, shall be licensed and treated as Beta Software hereunder.  Licensee shall be solely responsible for use, configuration, and operation of the Beta Software, and Soffos shall have no liability or obligation, therefore.

    1.2 Restrictions.  Licensee shall not, directly or indirectly, (i) sell, lease, assign, sublicense or otherwise disclose the Beta Software; (ii) duplicate, reproduce or copy software or content within the Beta Software; (iii) disclose, divulge or otherwise make the Beta Software available to any third party; (iv) modify or create derivative works from the Beta Software; or (v) decompile, disassemble or reverse engineer the Beta Software in any manner or assist any other party in doing so.  Furthermore, the Beta Software may only be used with (i) up to 200 pages of documents; (ii) only Word (docx) files; (iii) and up to 50 employees invited to the Licensee's account.

    1.3 Retention of Ownership. Soffos and/or its licensors retain all ownership, rights, title, and interest in or relating to the Beta Software.  Licensee agrees that it has no rights or licenses in or relating to the Beta Software other than the limited license expressly granted in this Agreement.

    1.4 Features.  Licensee understands and acknowledges that Soffos will release features on a weekly basis in Soffos' sole discretion and Soffos will use reasonable efforts to provide release notes with the Beta Software. 
  2. Fees. There shall be no fee for use of the Beta Software. Licensee shall receive (i) a fifty percent (50%) discount on the first year's subscription of the Soffos cross platform, SaaS application ("Application") upon launch; and (ii) a twenty-five (25%) discount on the second and third year's subscription of the Application; provided Licensee licenses the Application within sixty (60) days of launch. This Section 2 shall survive termination of this Agreement, provided this Agreement is not terminated for Licensee's breach.
  3. Term and Termination.  This Agreement will be in full force and effect from the Effective Date through August 31, 2021 (“Term”).  Soffos may terminate this Agreement upon fifteen (15) days written notice to Licensee at any time during the Term.  Upon termination of this Agreement, Licensee shall immediately cease using the Beta Software for any purpose.  Sections 1.2, 1.3, 3, 4, 5, 6 and 7 shall survive termination of this Agreement.
  4. Warranty and Support Disclaimer. The Beta Software is provided without warranty in its current “AS IS” condition without warranties of any kind.  SOFFOS MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
  5. Limitations of Liability.  IN NO EVENT SHALL SOFFOS OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LIABLE FOR LOST PROFITS, LOST REVENUES, LOSS OF DATA, DAMAGE TO BUSINESS OR INTERRUPTION IN SERVICE, ARISING UNDER THIS AGREEMENT OR FROM USE OF THE BETA SOFTWARE, EVEN IF SOFFOS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.  SOFFOS’ AND ITS LICENSORS’ ENTIRE AND AGGREGATE LIABILITY, whether based in contract, tort (including negligence), strict liability or otherwise, SHALL NOT EXCEED $100 AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.  BY USING THE BETA SOFTWARE, LICENSEE ACCEPTS THIS ALLOCATION OF RISK.  THIS DISCLAIMER OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
  6. Confidentiality

    6.1 Confidentiality.
      Licensee shall protect Confidential Information (as defined below) by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information that Licensee uses to protect its own confidential information of a like nature.  Licensee’s duty to protect Confidential Information pursuant to this Agreement shall survive termination or expiration of this Agreement.  “Confidential Information” shall be the Beta Software (whether or not marked) and any other material that is marked as confidential or identified as confidential at the time of disclosure.  Confidential Information shall also include the existence and contents of this Agreement and all information relating to the Licensee’s use of the Beta Software hereunder including, but not limited to, the performance results, capabilities, benchmarks, Feedback, functionality, including new functionality, and/or deficiencies of the Beta Software.  Licensee shall use such Confidential Information only as expressly provided under this Agreement.  Licensee shall not disclose the Confidential Information to anyone.  Licensee shall take every reasonable precaution, but no less than the precautions Licensee takes with regard to its own confidential information, to prevent the theft, disclosure, and the unauthorized use, copying, reproduction, or distribution of the Confidential Information.

    6.2 Suggestions and Feedback to Soffos.
      At Licensee’s discretion, Licensee shall provide feedback to Soffos concerning the functionality and performance of the Beta Software, including, without limitation, identifying potential errors, corrections, suggestions, improvements, modifications, bug fixes, or enhancements and a post-Agreement questionnaire (“Feedback”). All Feedback shall be owned by Soffos and Licensee hereby assigns all right, title and interest in such Feedback to Soffos. 

    6.3 Data.
      In no event shall Licensee upload to the Beta Software or otherwise provide Soffos with any personal information or any other confidential information of Licensee.  All Documents shall be deemed not confidential information of Licensee. Within a reasonable period following the conclusion of the Feedback Session, Soffos will delete all Documents. Licensee understands and acknowledges that Soffos may study transcripts of conversations between Licensee employees and Soffos ("Transcripts"). Soffos will delete the Transcripts within thirty (30) days of termination of this Agreement.
  7. General Provisions.

    7.1 Export and Adherence to Law.
      Licensee shall abide by all applicable law, including United States import/export law governing the Beta Software, the use thereof, and Licensee’s conduct under this Agreement.

    7.2 Injunctive Relief.  Licensee acknowledges and agrees that a breach of this Agreement by Licensee may cause irreparable damage to Soffos for which recovery of money damages would not be adequate, and that Soffos shall therefore be entitled to seek timely injunctive relief to protect its rights under this Agreement in addition to any and all remedies available at law.

    7.3 Assignment.  Neither this Agreement nor any licenses, rights or obligations hereunder shall be assignable or transferable (in insolvency proceedings, by merger, by operation of law, by purchase or otherwise) by Licensee without the prior written consent of Soffos.  Any attempted assignment by Licensee shall be void.

    7.4 Notices.  Any notice required or permitted under this Agreement shall be in writing and shall be sent by certified mail (return receipt requested), by guaranteed overnight delivery, by hand delivery, or by confirmed fax addressed to the appropriate party at the address and to the designated representative set forth above.  A notice shall be effective when acknowledged as received at the applicable address as shown on the delivery receipt or on the fax confirmation.  A party may change its designated representative or address by giving notice to the other party as provided above.

    7.5 Choice of Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to the conflicts of law provisions of any state or jurisdiction.  All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the federal and state courts in Austin, Texas, and the parties agree and submit to the personal, exclusive jurisdiction and venue of these courts.

    7.6 Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all prior oral and written understandings between the parties regarding the subject matter hereof.

    7.7 Waiver and Modification.  No provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing and is signed by the party against whom the waiver is asserted.  Any waiver or modification of any provision of this Agreement will be effective only if in writing and signed by the Parties.

    7.8 Severability.  If any part of this Agreement is found invalid or unenforceable, that part will be amended or constructed to achieve as nearly as possible the same effect as the original provision and the remainder of this Agreement will remain in full force.

    7.9 Publicity.  Licensee agrees to cooperate with Soffos (i) in providing oral and/or written references to Soffos' prospective customers, investors and partners; (ii) in providing oral and/or written references to press and industry analysts; (iii) in delivering pre-approved quotations to be used in Soffos' sales and marketing materials; (iv) in creating a joint press release; and (v) to create a case study. Soffos may use all of the foregoing on the Soffos' website and on other marketing materials. 

    7.10 Miscellaneous. Each party is an independent contractor and nothing in this Agreement is intended to create any agency, partnership or joint venture relationship between them. Section headings are for reference only and shall not be used to interpret this Agreement. This Agreement shall not be construed against the drafting party.

Privacy Policy & Terms of Use

Introduction

Soffos, Inc ("Company" or "We") respects your privacy and is committed to preserving it. Accordingly, this policy describes the types of information we may collect from you or that you may provide to you when you visit the Soffos.ai website, including any related mobile applications and other services (our "Website") and / or practices for collecting, using, keeping, protecting and disclosing that information.

This policy applies to information we collect:

• On this Website.
• From e-mails, text and form submissions from this Website.
• Via telephone if appropriate.

This policy does not apply to information collected by:

• Any other website operated by the Company or any third party (including our affiliates and subsidiaries); or any application connected via any third party.

By accessing or using this Website or otherwise providing us your information, you agree to the conditions of this Privacy Policy, so please read it carefully to understand how we treat your data. 

If you do not agree with our policies and practices, please do not use our Website. This policy may change from time to time. Your continued use of this Website or providing us information after we make changes is deemed to be your acceptance of any changes, so please check the policy periodically for any updates. The date of the last revision of this Privacy Policy - 24th July 2020.


Our Policies:

Children Under the Age of 13

Our Website is not intended for children under 13 years of age. No one under age 13 may provide any information via our contact form nor by any other method of communication. We try to ensure that we do not knowingly collect personal information from children under 13. Accordingly, anyone under the age of 13 must NOT provide any information including name, address, telephone number, e-mail address or any other identifying criteria. 

If we learn that we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us via info@soffos.ai


Information We Collect About You and How We Collect It

We collect several types of information related to users of our Website ("personal information"), including information such as:

• Your name, e-mail address, telephone number, and other identifiers by which you may be contacted online or offline.

• Details about your Internet connection, browser information, IP addresses, the equipment you use to access our Website, and usage details.


We collect this information:

• If you fill out web forms or request further services;

• If you report a problem with our Website;

• From records and copies of your correspondence (including e-mail addresses), if you contact us;

• From your responses to surveys that we might ask you to complete for research purposes.

• From third parties, for example, any affiliates, contractors or business partners.


Information We Collect Through Automatic Data Tracking Technologies

As you navigate through and interact with our Website, we may use automatic data tracking and collection technologies to collect certain information about your equipment, browsing actions and patterns, including:

• Details of your visits to our Website, including traffic data, logs, and other communication data and the resources that you access and use on the Website.

• Information about your computer and Internet connection, including your IP address, operating system and browser type.

The information we collect automatically is collected as statistical data and does not include personal information:

• Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website. The Website is not designed to recognize or respond to "do not track" signals received from browsers.

• Flash Cookies. Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see the "Choices about How We Use and Disclose Your Information" section below.

• Web Beacons. Pages of the Website and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an e-mail and for other related website statistics (for example, recording the popularity of certain Website content and verifying system and server integrity).


How We Use Your Information

We use information we collect about you or that you provide to us, including any personal information:

• To present our Website and its contents to you;

• To provide you with information, products or services;

• To fulfil any other purpose for which you provide it;

• For any other purpose with your consent.


Disclosure of Your Information

We may disclose anonymous, aggregated data about our users, without restriction.

We may also disclose personal information that we collect or you provide as described in this Privacy Policy:

• To our subsidiaries and affiliates;

• To contractors, service providers and other third parties that we may use in furtherance of our business;

• In connection with a merger, restructure or acquisition;

• To fulfil the purpose for which you provide it;

• For any other purpose disclosed by us when you provide the information with your consent.


We may also disclose your personal information:

• If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of the Company, our customers, or others;

• To comply with any court order or proper legal process, including in response to any governmental or regulatory request.


Choices About How We Use and Disclose Your Information

We attempt to provide you with choices regarding the personal information you provide to us. You can use the following technological methods to control this:

• Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. You can control the information collected by such tracking technologies or be alerted when cookies are sent by adjusting the settings on your Internet browser or devices. You can learn more about targeted ads and your options for opting out of receiving interest-based ads at optout.aboutads.info and www.networkadvertising.org/choices. If you disable or refuse cookies, please note that some parts of the Website may then be inaccessible or not function properly.

• Site Usage Tracking Technologies. We employ technologies, such as Google Analytics, that allow us to record how you engage with the Website. This includes, without limitation, clicks on various Website elements, length of time spent on specific pages, and mouse movements. This information is used solely for the purpose of improving the Website. You can learn more about Google Analytics and your options for opting out of interest-based Google ads at https://adssettings.google.com

• Promotional Offers from the Company. If you do not wish to have your e-mail address used by the Company to promote our own or third parties’ products or services, you can opt-out by clicking the "Unsubscribe" link in the footer of any related e-mail. This opt out does not apply to information provided to the Company as a result of a purchase, product service experience, or other transactions;

• The California Civil Code permits any customers normally resident in the state of California to request certain information regarding our disclosure of personal information to third parties, for their own direct marketing purposes. To make such a request, please e-mail us via info@soffos.ai


Accessing and Correcting Your Information

Depending upon the law of your jurisdiction, you may have the right to:

(i) Access certain personal information that we may hold about you; 

(ii) Ask us to delete your personal information from our database;

(iii) Request that we update or correct inaccuracies regarding your information;

(iv) Object to our use of your personal information;

(v) Request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes (e.g. California residents as above).

You may send us an e-mail via info@soffos.ai to request access to, correct, delete or download a copy of any personal information that you have provided to us, or to make any other inquiries you may have about this Privacy Policy. 

To help protect your privacy and maintain security, we may take steps to verify your identity before granting you access to any information. We may not comply if we believe that our response would affect other customer’s safety or rights, or if it might cause us to violate any legal regulations. 

We also may not comply with an information change request if we believe such change might render the information concerned to be incorrect. An administration charge might be levied, dependent upon the nature of the request. We would advise you of such a fee and gain your acceptance of it before we complied with any request.


Data Security & Transfer

All information you provide to us is stored on secure servers. We have implemented industry standard measures designed to secure your personal information from accidental loss and from unauthorized access and disclosure. We limit access to, and use of, your personal information to authorized persons and trusted third parties who have a reasonable need for access in order to perform business operations. Any third party is bound by confidentiality obligations with us.


Liability and Data Transfer Jurisdictions

We are not responsible for the actions of others regarding any privacy settings or security measures contained on the Website. We cannot claim that the Website is lawful for access outside the United States. Indeed, many of our databases, and those of our providers, are located in the United States; therefore if you access the Website from outside the United States, you are consenting to the transfer of your personal information from your location the USA. 

You are solely responsible for complying with all local and other applicable laws. By sending us any information, you are consenting to its storage within the United States.


Changes to Our Privacy Policy

It is our policy to post any changes we make to our Privacy Policy via this URL. You are also responsible for ensuring we have an extant and functioning email address for you. You should periodically visit this page to confirm that you are satisfied with its contents. 


Our Contact Information

To ask questions or provide comment about this Privacy Policy and its related procedures, contact us at: info@soffos.ai