Confidentiality and Feedback Agreement

(Beta Testing)

This Confidentiality and Feedback Agreement (the “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”) between Will Regan on behalf of a company to be formed, which will assume this Agreement., (the “Company”), and the individual signing below (the “Tester”).

The Company is developing a mobile and web application providing coaching and educational content related to changing substance use (the “App”). The Tester has agreed to try a pre-release version of the App and share honest reactions and feedback. In exchange for early access, the parties agree as follows:

  1. Confidential Information. means non-public information the Tester learns through beta access, including the App itself, its features, design, content, lessons, screenshots, performance, pricing plans, product roadmap, business plans, and the existence and terms of the beta program. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Tester, (b) the Tester already knew before access, (c) the Tester lawfully receives from someone else without a duty of confidentiality, or (d) the Tester is required to disclose by law, provided the Tester gives the Company reasonable advance notice where legally permitted.
  2. What the Tester Agrees To. The Tester will (a) use Confidential Information only to test the App and give feedback, (b) not share Confidential Information with anyone other than the Company, (c) not post screenshots, recordings, or descriptions of the App publicly (including social media) without the Company’s prior written consent, (d) not give anyone else access to the Tester’s beta account, and (e) use at least reasonable care to protect Confidential Information.
  3. Feedback. The Tester’s suggestions, ideas, bug reports, and other feedback about the App (“Feedback”) are given voluntarily. The Tester assigns to the Company all right, title, and interest in the Feedback, and the Company may use it for any purpose without compensation or attribution. This covers Feedback only; it does not give the Company any rights in the Tester’s personal information beyond what the App’s privacy policy allows.
  4. Pre-Release Software. The App is a test version. It is provided “as is,” may contain errors, and may change or be discontinued at any time. The App provides coaching and educational content only; it is not medical or clinical treatment, and it is not a substitute for care from a licensed professional.
  5. No Other Rights. This Agreement does not transfer any ownership of the App or grant the Tester any license beyond permission to use the beta version for testing. Nothing here obligates the Company to release the App or the Tester to continue testing; either party may end participation at any time.
  6. Duration. The Tester’s confidentiality obligations last for three (3) years after the Tester’s beta access ends, except that obligations for any trade secret continue for as long as it remains a trade secret. Section 3 (Feedback) survives indefinitely.
  7. Return or Deletion. On the Company’s request, the Tester will delete any pre-release builds, files, or materials the Company provided.
  8. General. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws rules. It is the entire agreement between the parties about beta confidentiality and replaces any earlier discussions on that topic. It may be signed in counterparts, and electronic signatures are valid. The Tester may not assign this Agreement; the Company may assign it to a successor of its business. If any provision is unenforceable, the rest remains in effect.