Pilot Program Agreement

IMPORTANT: PLEASE READ THIS PILOT PARTICIPATION AGREEMENT (“AGREEMENT”) BEFORE CLICKING THE “ACCEPT” BUTTON, AND/OR USING THE SHE EMPOWHERS, INC. (“COMPANY”) SOFTWARE-AS-A-SERVICE PRODUCT THAT ACCOMPANIES OR IS PROVIDED IN CONNECTION WITH THIS AGREEMENT.  BY CLICKING THE “ACCEPT” BUTTON, AND/OR USING THE SERVICES IN ANY WAY, YOU AND THE ENTITY THAT YOU REPRESENT (“EVALUATOR”) IS UNCONDITIONALLY CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT WITH COMPANY AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF EVALUATOR DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, USE OF THE SERVICES IS STRICTLY PROHIBITED. IF EVALUATOR HAS EXECUTED, OR SUBSEQUENTLY EXECUTES, AN PILOT PARTICIPATION AGREEMENT OR AN END USER AGREEMENT WITH COMPANY, THEN THE TERMS AND CONDITIONS OF SUCH EXECUTED PILOT PARTICIPATION AGREEMENT OR END USER AGREEMENT, AS APPLICABLE, SHALL GOVERN AND CONTROL YOUR USE OF THE PRODUCT.

1. PILOT SERVICES.  Company is developing a proprietary, cloud-based software application platform for women navigating life transitions, identity shifts, and personal transformation that combines guided growth, AI support, and community to help move through change (the “Services”).  Evaluator wishes to utilize an evaluation “beta” version of the Services, and Company desires to make a beta version of the Services available to Evaluator, subject to the following terms and conditions. Subject to the terms and conditions of this Agreement, Company hereby grants Evaluator, during the Term (as defined below), non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services solely for the purpose of evaluating the performance and functionality of the Services (the “Limited Purpose”). Evaluator agrees to use and evaluate the Services for a period of [sixty] days or such other period of time as mutually agreed by the parties in writing (the “Term”). Company’s services outside the scope of this Agreement, if any, shall be provided pursuant to Company’s then-current applicable services policies and procedures (“Other Terms”). Nothing in any of Company’s Other Terms or any other existing agreements that Evaluator may have with Company apply to or are applicable to this Agreement, or Evaluator’s use of the Services offered hereunder.

2. INTELLECTUAL PROPERTY. As between Evaluator and Company, all content, data, and information that Evaluator inputs, uploads, or otherwise provides to the Services (“Evaluator Content”) remains the property of Evaluator. Evaluator hereby grants Company a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display Evaluator Content solely as necessary to provide and improve the Services during the Term. The Services (excluding the Evaluator Content hosted thereon), Documentation, and all other materials provided by Company hereunder, including but not limited to all manuals, reports, records, programs, data and other materials, and all intellectual property rights in each of the foregoing, are the exclusive property of Company and its suppliers. Evaluator agrees that it will not, and will not permit any other party to: (a) permit any party to access the Services or any accompanying documentation (“Documentation”); (b) modify, adapt, alter or translate the Services or Documentation; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services; (e) use or copy the Services or Documentation except for the Limited Purpose; or (f) publish or disclose to any third party any performance benchmark tests or analyses or other non-public information relating to the Services or the use thereof.

3. FEEDBACK. Evaluator understands and agrees that the Services represent a beta test version of unreleased software and services that may contain bugs, defects, and errors.  In exchange for the licenses granted to Evaluator to use such software, Evaluator agrees to use good faith efforts to test, use, and evaluate the Services in live operations, and to promptly report to Company, either orally or in writing (including through surveys), any errors, problems, defects, or suggestions for changes and improvements to the Services (collectively, “Feedback”).  Evaluator acknowledges and agrees that all Feedback and all intellectual property rights therein are the exclusive property of Company, and hereby assigns to Company, all right, title and interest to any and all Feedback. Further, Evaluator acknowledges and agrees that Feedback may be used by Company in Company’s development of and be incorporated into a version of the Services Company may make available for commercial distribution (“Commercial Release”) or any other software or intellectual property created by Company.  Without limiting the foregoing, Company may incorporate Feedback into its products and services, and Evaluator will gain no rights in such products or services by virtue of having disclosed Feedback.  Evaluator agrees and acknowledges that the products and services incorporating such Feedback will be the sole and exclusive property of Company, and Evaluator will gain no right, title or interest in or to the Services, Documentation or any Commercial Release by virtue of Evaluator’s provision of Feedback to Company or for any other reason.  Company has no obligation to create, distribute or otherwise offer a Commercial Release, and in the event of such Commercial Release, Company has no obligation to offer the Commercial Release to Evaluator or to offer Evaluator any discounted pricing schedules or special terms.  Evaluator understands and agrees that the Commercial Release may contain functions and functionality, and perform in a manner significantly different from the current beta version of the Services.  Accordingly, Evaluator acknowledges that any research or development performed, or business plans made, by Evaluator regarding or in reliance upon the Services are done entirely at Evaluator’s own risk.  

4. Acceptable Use. Evaluator shall use the Services only for lawful purposes and in accordance with this Agreement. Evaluator shall not: (a) use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use of the Services; (b) attempt to gain unauthorized access to any systems or networks connected to the Services; (c) use the Services to transmit any viruses, malware, or other harmful code; (d) use the Services to harass, abuse, or harm another person or to send unsolicited communications; (e) use the Services in violation of any applicable law, regulation, or third-party rights; (f) use the Services to develop a competing product or service; or (g) permit any third party to access or use the Services. Evaluator is solely responsible for all Evaluator Content and for ensuring that Evaluator Content does not violate any applicable law or infringe any third-party rights.

5. DISCLAIMERS OF WARRANTIES. Evaluator acknowledges that the Services contain prerelease code for testing purposes only and are not at the level of performance and compatibility of a final, generally available product offering. Furthermore, Evaluator acknowledges that the Services may contain bugs, errors, omissions and other problems that could cause system or other failures and data loss. Evaluator acknowledges that Company may not introduce a product similar to or compatible with the Services. Accordingly, Evaluator acknowledges that any research, development or other work that Evaluator performs regarding the Services is done entirely at Evaluator’s own risk. EVALUATOR ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE FOR PERSONAL DEVELOPMENT, INFORMATIONAL, AND EDUCATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE MEDICAL, MENTAL HEALTH, PSYCHOLOGICAL, THERAPEUTIC, OR OTHER PROFESSIONAL ADVICE, DIAGNOSIS, OR TREATMENT. THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR MENTAL HEALTH CARE. EVALUATOR SHOULD CONSULT A QUALIFIED HEALTHCARE PROVIDER REGARDING ANY HEALTH-RELATED QUESTIONS OR CONCERNS. COMPANY DOES NOT PROVIDE MEDICAL ADVICE THROUGH THE SERVICES. To the maximum extent permitted by law, the Services, and all other documentation and materials are provided “AS IS” AND WITH ALL FAULTS. COMPANY MAKES NO WARRANTIES WITH RESPECT TO THE SERVICES OR DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, ACCURACY, INTERFERENCE WITH EVALUATOR’S QUIET ENJOYMENT, SYSTEM INTEGRATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES IS WITH EVALUATOR. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

6. LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY OR ITS LICENSORS (IF ANY) BE LIABLE TO EVALUATOR OR ANY THIRD PARTY FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, LOST PROFITS, LOST DATA, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF THIS AGREEMENT OR EVALUATOR’S USE OF THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE TOTAL CUMULATIVE LIABILITY, RELATED TO THIS AGREEMENT, OF COMPANY AND ITS LICENSORS (IF ANY) SHALL BE LIMITED TO FIFTY DOLLARS (U.S. $50). The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy.  The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.  

7. CONFIDENTIALITY.  The structure, sequence, organization and code of the software used to provide the Services constitute valuable trade secrets of Company and its suppliers.  Evaluator will not disclose to any third party: any information about the Services, including its existence, design, performance characteristics, feedback, and results.  Evaluator will use reasonable efforts to prevent any access to the Services by anyone other than its employees who are obligated to comply with the terms hereof.  

8. PRODUCT DIAGNOSTIC REPORTING AND USAGE DATA. Evaluator acknowledges that the Services will store certain diagnostic and usage information about the routine operations of the Services and Evaluator’s use thereof (including, without limitation, performance data, data reduction ratios, configuration data, software faults, user engagement metrics, feature utilization patterns, session data, and aggregated usage statistics) and will periodically transmit this information to Company. Evaluator agrees that Company has a perpetual, irrevocable, worldwide, sublicensable, and royalty-free right to use this diagnostic and usage information in any manner, including to improve, develop, and enhance the Services and Company’s other products and services, and that Evaluator will not interfere with the collection or transmission of such information to Company. For clarification, no personally identifiable user data of Evaluator is transmitted or provided to Company without Evaluator’s consent.

9. TERM AND TERMINATION. This Agreement commences upon the Effective Date and will continue in effect until the end of the Term. Either party may terminate this Agreement upon written notice to the other party. Company may suspend or terminate Evaluator’s access to the Services immediately and without notice if Evaluator breaches any provision of this Agreement. Upon termination: (a) Evaluator shall immediately cease all use of Services; (b) Evaluator shall delete or destroy all copies of the Documentation and Confidential Information in the possession or control of Evaluator; and (c) all licenses granted hereunder shall immediately terminate. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11 shall survive any termination or expiration of this Agreement.

10. Publicity. Evaluator shall not issue any press release, public announcement, or other public disclosure regarding this Agreement or Evaluator’s participation in the pilot program without Company’s prior written consent. Company may use Evaluator’s name and logo in Company’s customer lists and marketing materials, provided that Company complies with any trademark usage guidelines provided by Evaluator.

11. GENERAL PROVISIONS. This Agreement will be governed by the laws of the State of Texas, without regard to its conflict of laws principles. Evaluator submits to the exclusive jurisdiction and venue of the federal and state courts located in Harris County, Texas for any disputes arising out of or related to this Agreement. Evaluator may not assign or transfer, by operation of law, change of control or otherwise, any of its rights under this Agreement to any third party without Company’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. Company may assign this Agreement without restriction. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties. The parties are independent contractors, and nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the parties.