AiONA Beta Tester Agreement and NDA

This Beta Tester Agreement and Non-Disclosure Agreement ("Agreement") is between you ("Tester", "you") and Zalous Inc., a Delaware corporation ("Zalous", "Company", "we", "us"). AiONA is a product of Zalous Inc. This Agreement becomes effective when you accept it or access the AiONA beta software, service, documentation, or related materials.

1. Limited Beta License and Purpose

Zalous grants you a non-exclusive, non-transferable, revocable, limited license to install and use the beta version of AiONA solely for internal evaluation, testing performance, identifying bugs, and providing feedback to Zalous. This is a test license, not a sale, and beta access may be modified, suspended, or terminated at any time.

2. Authorized Testing and Network Use

You may test AiONA only on networks, systems, devices, and assets that you own, control, or are expressly authorized to monitor, scan, identify, or manage. You are responsible for obtaining all required permissions before testing AiONA. You may not use AiONA to scan, monitor, access, map, test, interfere with, or collect data from any third-party network, system, or device without authorization.

Unless Zalous agrees in writing, you should not use the beta version of AiONA as the sole monitoring, security, compliance, emergency response, or service assurance system for mission-critical, safety-critical, regulated, healthcare, public infrastructure, or emergency-service environments.

3. Confidentiality and Trade Secrets

You acknowledge that the AiONA beta software, service, design, workflows, models, documentation, performance information, bugs, roadmap, test results, non-public features, and the existence and details of this beta test are confidential information and may include Zalous trade secrets.

You agree not to:

Disclose confidential information to any third party without prior written consent from Zalous.
Copy the software or materials except as necessary for authorized testing.
Reverse engineer, decompile, disassemble, or attempt to derive source code or non-public technical design, except to the extent such restriction is prohibited by applicable law.
Post about AiONA beta on social media, public forums, blogs, app stores, repositories, or other public channels.
Upload confidential information, logs, screenshots, recordings, or beta materials to public repositories, external AI tools, or third-party services not approved by Zalous.

You may take screenshots or recordings only when reasonably necessary for beta feedback or bug reporting, and only if submitted through Zalous-approved confidential support or feedback channels.

4. Security Standard

You must use reasonable security measures to protect AiONA beta materials, including secure devices, access controls, password protection, no shared accounts, and limiting access to personnel who need access for authorized testing and are bound by confidentiality obligations at least as protective as this Agreement.

5. Feedback

You agree to provide feedback, bug reports, suggestions, ideas, enhancement requests, and other comments ("Feedback") reasonably requested by Zalous or voluntarily provided by you. You retain ownership of your pre-existing intellectual property. You grant Zalous a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, distribute, display, perform, commercialize, and otherwise exploit Feedback without restriction, payment, or attribution.

6. No Misuse of Confidential Information

This Agreement does not grant you any right, title, or interest in AiONA, Zalous software, documentation, confidential information, or trade secrets. You may not use Zalous confidential information, trade secrets, beta materials, test results, or non-public product information to develop, improve, or commercialize any competing product or service.

7. Return and Deletion

Upon Zalous's request or the end of your beta access, you must stop using AiONA beta and delete or return beta software, credentials, documentation, exports, screenshots, recordings, logs, and other confidential materials, except to the extent retention is required by law.

8. Confidentiality Term and Survival

Your confidentiality obligations apply during beta testing and for five years after your beta access ends. For trade secrets, confidentiality obligations continue for as long as the information remains protected as a trade secret under applicable law.

9. No Warranty

YOU UNDERSTAND THAT AIONA BETA IS A TEST PRODUCT, MAY BE INCOMPLETE, AND MAY CONTAIN ERRORS, FAULTS, SECURITY ISSUES, OR SERVICE INTERRUPTIONS. AIONA BETA IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZALOUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZALOUS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR DATA LOSS, COMPUTER FAILURE, NETWORK INTERRUPTION, LOST PROFITS, OR BUSINESS INTERRUPTION ARISING FROM THE BETA TEST. ZALOUS'S TOTAL LIABILITY RELATING TO THIS AGREEMENT WILL NOT EXCEED US$100.

11. Injunctive Relief

You acknowledge that unauthorized disclosure or misuse of Zalous confidential information or trade secrets may cause irreparable harm for which monetary damages may be inadequate. Zalous may seek injunctive relief and other equitable remedies in addition to any other available remedies.

12. California Enforceability and Governing Law

Nothing in this Agreement is intended to restrict rights that cannot be waived under applicable law, including rights under California law. If any provision is found unenforceable, it will be limited or modified to the minimum extent necessary so that the remaining provisions remain in effect. This Agreement is governed by the laws of the State of Delaware, except where California or other mandatory law applies.