1. PurposeThe purpose of this LOI is to outline the intent of the Company to become an early adopter and beta tester of Provider’s new ManagerEQ™ App ("App"), which is currently in development and expected to be commercially available on or before December 31, 2025.
2. Non-Binding IntentExcept for the binding provisions set forth in Section 9 (Confidentiality), Section 10 (Liability & Disclaimers), and Section 11 (Governing Law & Dispute Resolution), this LOI is non-binding and serves only as an expression of the parties' good-faith intentions to enter into a formal agreement governing the Company’s use of the App upon its official release.
3. Scope of AgreementThe Company intends to:
(a) Participate as a beta tester of the App before its general commercial release.
(b) Provide feedback to the Provider regarding functionality, usability, and performance.
(c) Receive a discounted rate on the first-year subscription of the App in consideration of its role as a beta tester.
(d) Accept that the beta version may include bugs, errors, and functionality limitations, with no expectation of refunds or guarantees of full feature availability during the beta period.
4. No Refund Policy
The Company acknowledges and agrees that:
(a) The discount provided reflects the potential presence of software bugs, missing features, or performance issues typical of a beta-phase product.
(b) No refunds, partial refunds, or credits will be issued for any issues arising from the use of the App during the beta testing period or thereafter.
(c) The Company may terminate its participation as a beta tester at any time with written notice, but such termination shall not entitle it to any refund or waiver of future payment obligations under any finalized agreement.
5. Pricing & Payment Terms
(a) The Company will receive the App at a discounted price per user per year for the first year of use.
(b) The standard pricing structure will apply after the first-year term, unless otherwise agreed in writing.
(c) Payment for the discounted first-year subscription shall be made in full upon signing of a formal service agreement.
6. Beta Testing Participation
(a) The Company agrees to participate in periodic feedback sessions and provide input regarding usability, issues, and functionality improvements.
(b) The Company acknowledges that the App is not yet a final product and may undergo substantial changes before its official release.
(c) The Provider retains full discretion over the implementation of any feedback provided by the Company.
7. Limited License & Restrictions(a) The Provider grants the Company a limited, non-exclusive, non-transferable, revocable license to use the App solely for beta testing and internal business operations.
(b) The Company shall not:Modify, distribute, or reverse engineer any part of the App.Share access with unauthorized third parties.Use the App for commercial resale or public demonstration without prior written consent.
8. Intellectual PropertyAll rights, title, and interest in and to the App, including but not limited to all patents, copyrights, trademarks, trade secrets, and other proprietary rights, shall remain the sole and exclusive property of the Provider.
9. Confidentiality
(a) The Company agrees to keep all non-public information about the App, including performance, features, and testing feedback, strictly confidential.
(b) The Company shall not disclose such information to third parties or competitors without the Provider’s written consent.
10. Liability & Disclaimers(a) No Warranties: The App is provided “as is” and “as available” without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
(b) Limitation of Liability: The Provider shall not be liable for any direct, indirect, incidental, consequential, or special damages arising from or related to the use of the App, including but not limited to data loss, business interruption, or software malfunctions.
(c) Indemnification: The Company agrees to indemnify and hold harmless the Provider against any claims, damages, or liabilities arising from its use of the App.
11. Governing Law & Dispute ResolutionThis LOI shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising under this LOI shall be resolved through binding arbitration in Wilmington, Delaware in accordance with the rules of the American Arbitration Association (AAA).
12. TerminationEither party may terminate this LOI with 30 days’ written notice. However, the Company remains responsible for any outstanding payment obligations under a subsequent formal agreement.
13. Future AgreementThe parties acknowledge that this LOI is an expression of intent and does not constitute a legally binding contract for services. A definitive agreement outlining the full terms and conditions will be negotiated and executed before the official launch of the App.
14. Miscellaneous
(a) This LOI constitutes the entire understanding between the parties regarding its subject matter.
(b) Any amendments must be in writing and signed by both parties.
(c) This LOI does not create any joint venture, partnership, or agency relationship between the parties.
