Beta Test Agreement

Phoenix Labs hereby grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Software solely for the Purpose.

You may not disclose Confidential Information (as defined below) or Content (as defined below) to any third parties or provide unauthorized persons access to the Software. You may not distribute the Software or share Your TestFlight invitation link or access credentials with any third party. You may not reverse engineer, decompile, modify, or disassemble the Software. You may not adapt, alter, modify, translate, or create derivative works of the Software. You may use the Software only as permitted in this Agreement. You may not sell, rent, lease, or lend the Software to anyone. Without limiting the foregoing, You additionally agree not to:

• use automated tools to scrape, extract, or download data from the Software without Phoenix Labs’ prior written permission;
• misrepresent the nature or source of any data or outputs generated by the Software;
• attempt to access or interfere with non-public systems, security features, or technical protections of the Software;
• use the Software, Content, or any outputs to develop, train, or improve models, datasets, products, or services that compete with Phoenix Labs;
• represent outputs of the Software as human-generated if they were generated by automated systems;
• use the Software for competitive benchmarking or to build a competing product; or
• collect personal information of other users without authorization.

Phoenix Labs hereby reserves all rights not expressly granted to You in this Agreement. “Confidential Information” means confidential and/or proprietary information which relates to Phoenix Labs' business, business activities, research, technology, products, services, designs, methodologies, business plans, finances, marketing plans, licensees, or other affairs, including without limitation, the terms of this Agreement.

All title and intellectual property rights in and to the Software, Content, and Feedback are owned or validly licensed by Phoenix Labs. All title and intellectual property rights in and to all concepts, methods of executing concepts, text, graphics, user interfaces, visual interfaces, photographs, logos, or computer code (collectively the “Content”) which may be accessed through use of the Software are the property of the respective Content owners, as applicable, and may be protected by intellectual property laws. This Agreement grants You no rights to use the Content except for the Purpose as expressly provided in this Agreement.

Any ideas, suggestions, modifications, alterations, concepts, feedback, suggestions, and any behavioural, usage, and performance data passively collected during Your use of the Software (including without limitation session data, engagement metrics, navigation paths, crash reports, and feature interaction data), etc. (collectively, “Feedback”) made by You or arising from Your use of the Software or technical information furnished hereunder shall be promptly disclosed to Phoenix Labs and shall become Phoenix Labs' or Phoenix Labs' designee's exclusive property (together with all rights therein).

You further acknowledge and agree that any playlists, content collations, curated arrangements, or other outputs generated by the Software's AI agent by remixing, selecting, or arranging pre-existing content (collectively, “AI Outputs”) are not original creations of You and constitute protected intellectual property of Phoenix Labs, including as original arrangements protected by copyright and trade secret law. Phoenix Labs retains all rights, title, and interest in and to all AI Outputs, including all rights necessary for monetization and public distribution thereof. You may not reproduce, distribute, publicly display, or otherwise exploit AI Outputs outside of the Purpose without Phoenix Labs' prior written consent.

Phoenix Labs may terminate this Agreement with or without cause at any time. Should You breach this Agreement, Your right to use the Software terminates immediately and without notice. In the event of any termination of this Agreement, the restrictions on Your use of the Software as set forth in Sections 2 (Limitations on Use), 3 (Intellectual Property Rights), 4 (Termination), 5 (No Warranty), 6 (Limitations on Liability), and 7 (General Terms) shall survive such termination.

YOU ACCEPT AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND ANY FEATURES INCLUDED THEREIN ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS, WITHOUT ANY WARRANTY OF ANY KIND. PHOENIX LABS AND ITS LICENSOR(S), IF ANY, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT, OF LACK OF VIRUSES, OR OF ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PHOENIX LABS MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE SERVICES. PHOENIX LABS MAKES NO WARRANTY THAT ANY AI-GENERATED OUTPUT, INTERACTIVE AGENT RESPONSE, TRANSCRIPTION, CONTENT RECOMMENDATION, OR OTHER OUTPUT WILL BE ACCURATE, APPROPRIATE, OR FIT FOR ANY PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ALL AI-GENERATED OUTPUTS BEFORE USING THEM FOR ANY BUSINESS, LEGAL, REGULATORY, OR PUBLIC-FACING PURPOSE. SOME STATES, INCLUDING CALIFORNIA, MAY LIMIT THE EFFECTIVENESS OF CERTAIN DISCLAIMERS; THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

YOU AGREE, TO THE EXTENT ALLOWED BY LAW, THAT PHOENIX LABS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR ANY OTHER RELATED PARTIES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT MAY ARISE OUT OF THIS AGREEMENT OR YOUR ACTIVITY HEREUNDER, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF PHOENIX LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT PHOENIX LABS' TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION IS A FUNDAMENTAL BASIS OF THE BARGAIN AND SURVIVES TERMINATION OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY; IN THOSE JURISDICTIONS, PHOENIX LABS' LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

You agree to defend, indemnify, and hold harmless Phoenix Labs and its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, penalties, costs, or expenses (including attorneys' fees) arising out of or related to:

• (a) Your violation of any applicable third-party platform terms in connection with Your use of the Software;
• (b) Your violation of any law or regulation;
• (c) any data or content You upload, import, or otherwise provide through the Software, including any claim that such content infringes the intellectual property, privacy, or other rights of any third party; or
• (d) Your breach of this Agreement.

Phoenix Labs reserves the right to assume the exclusive defence of any matter subject to indemnification.

You acknowledge and agree that Phoenix Labs uses UXTweak (operated by UXtweak j.s.a., a company organized under the laws of the Slovak Republic) as a third-party UX research and usability testing platform in connection with the beta testing of the Software (the “Testing Platform”). By participating in beta testing, You consent to the collection, processing, and analysis of data regarding Your use of the Software by the Testing Platform, which may include session recordings, engagement metrics, navigation paths, task-completion data, survey responses, and other behavioural and usage data (collectively, “Testing Data”).

The collection and use of Testing Data by UXTweak is subject to UXTweak's Privacy Policy (available at https://www.uxtweak.com/help/privacy-policy/) and Terms and Conditions (available at https://www.uxtweak.com/legal/terms-and-conditions), which You are encouraged to review prior to participating in any testing activities. Phoenix Labs is not responsible for the privacy practices, data handling, security measures, or terms of any third-party service provider, including UXTweak. Phoenix Labs does not warrant or guarantee the availability, accuracy, or performance of the Testing Platform.

Any Testing Data collected through the Testing Platform that constitutes Feedback under this Agreement shall remain the exclusive property of Phoenix Labs as provided in Section 3 (Intellectual Property Rights) above.

This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to its conflicts of law provisions. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Los Angeles, California, and the language of the arbitration shall be English. You and Phoenix Labs agree to waive any right to a jury trial or to participate in a class action. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party. If any portion of this arbitration provision is found unenforceable, the unenforceable portion will be severed, and the remaining arbitration terms will remain in effect.

If any other provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Phoenix Labs' failure to act with respect to a breach by You or others does not waive Phoenix Labs' right to act with respect to subsequent or similar breaches. This Agreement is not assignable by You without Phoenix Labs' prior written consent, and any attempted or alleged assignment by You is void. Phoenix Labs may assign this Agreement without restriction. This Agreement constitutes the entire agreement between Phoenix Labs and You regarding the Software and supersedes all prior written and oral agreements. This Agreement may not be amended or modified nor any obligation waived, except by a writing signed by both You and Phoenix Labs.