SageReport Mutual Non-Disclosure Agreement and Beta Tester/Early Access Agreement

Last Updated: November 26, 2025

IMPORTANT — READ CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN YOU (“TESTER” OR “RECIPIENT”) AND SAGEREPORT, INC. (“SAGEREPORT” OR “DISCLOSER”). BY CLICKING THE “I AGREE” BUTTON, OR BY ACCESSING OR USING THE EARLY ACCESS MATERIALS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

Effective Date: The date on which the Tester clicks "I Agree" or first accesses the Early Access Materials.

1. Purpose The Parties wish to exchange confidential information related to SageReport’s software platform, features, and related materials (collectively, the “Early Access Materials”) so that Tester may access, evaluate, and provide feedback on the Early Access Materials (the “Purpose”).

2. Confidential Information “Confidential Information” means any non-public information disclosed by or on behalf of one Party (“Discloser”) to the other (“Recipient”) in connection with the Purpose, whether oral, written, electronic, or other form.

Confidential Information includes, without limitation, any algorithms, prompts, datasets, models, model outputs, templates, assessment content, logic documents, workflows, user interfaces, source code, or other materials relating to artificial-intelligence systems, data processing, or software design, as well as product roadmaps, pricing, business strategies, research, and technical data.

Information is not Confidential Information if Recipient can demonstrate that it:

  • (a) is or becomes public through no fault of Recipient;

  • (b) was known to Recipient without restriction before disclosure;

  • (c) was lawfully received from a third party without breach of any duty; or

  • (d) was independently developed without use of or reference to the Confidential Information.

3. Use and Protection Recipient will:

  • (a) use Confidential Information only for the Purpose;

  • (b) not disclose it to any third party without Discloser’s prior written consent, except as allowed under Section 4;

  • (c) protect it using at least the same degree of care Recipient uses to protect its own confidential information and no less than a reasonable standard of care;

  • (d) not remove proprietary markings or reverse-engineer any materials;

  • (e) not export or transmit Confidential Information in violation of applicable export laws; and

  • (f) not use the Early Access Materials to develop, train, or assist any competing product or service.

4. Permitted Disclosures

  • a. Representatives. Recipient may disclose Confidential Information to its employees, contractors, advisors, or agents who have a legitimate need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement. Recipient remains responsible for their compliance.

  • b. Required by Law. Recipient may disclose Confidential Information if required by law, subpoena, or court order, provided it gives Discloser prompt notice (when legally permitted) and cooperates to seek protective treatment.

5. Term and Termination This Agreement begins on the Effective Date and continues until terminated by either Party upon written notice. The duty to protect Confidential Information and trade secrets survives indefinitely for trade secrets and for as long as any other Confidential Information remains confidential under applicable law. Notwithstanding the foregoing, Section 8 (Early Access Period) will remain in effect for the duration of the Early Access period.

6. Return or Destruction Upon termination or written request, Recipient will cease using and promptly return or destroy all Confidential Information, confirming destruction in writing if requested. Recipient may retain archival copies required by law or backup policy, which remain subject to this Agreement.

7. Intellectual Property, Feedback, and Usage Data All Confidential Information remains the property of the Discloser. No license or ownership rights are granted under this Agreement.

Recipient acknowledges that SageReport may monitor and collect technical information, logs, and usage data relating to Recipient’s evaluation of the Early Access Materials for purposes of improving product performance and user experience.

Any feedback, suggestions, or improvements provided by Recipient, whether verbally, in writing, or through product use, are deemed Confidential Information of SageReport, and SageReport shall have a perpetual, irrevocable, worldwide right to use such feedback or data without restriction or obligation.

8. Early Access Period SageReport agrees to provide Recipient with access to the Early Access Materials beginning on the Effective Date, during which Recipient agrees to (a) actively use the product, and (b) provide feedback as requested by SageReport. Continued access during the Testing Period requires continued good standing under this Agreement.

9. No License or Partnership Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between the Parties, or grants either Party rights to the other’s intellectual property except as expressly stated herein.

Limited License for Evaluation: SageReport grants Recipient a limited, revocable, non-exclusive, non-transferable right to access and use SageReport’s pre-release software and related materials (“Early Access Materials”) solely for the Purpose of internal evaluation and feedback. Recipient will not copy, distribute, decompile, or otherwise modify the Early Access Materials and will not use them for commercial purposes or to develop a competing product.

10. Disclaimer of Warranties Recipient understands that the Early Access Materials are pre-release and may contain errors or defects. They are provided “AS IS” and without warranty of any kind, express or implied, including but not limited to performance, accuracy, fitness for a particular purpose, or non-infringement. SageReport makes no commitment to release a final version of the Early Access Materials.

11. Equitable Relief Recipient acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are inadequate. Discloser may seek equitable relief, including injunctions, without posting bond.

12. Limitation of Liability To the maximum extent permitted by law, neither Party will be liable to the other for indirect, incidental, consequential, or special damages arising out of or relating to this Agreement, even if advised of the possibility of such damages. SageReport’s total cumulative liability under this Agreement will not exceed one hundred dollars ($100).

13. Governing Law and Venue This Agreement is governed by the laws of the State of Delaware, without regard to conflicts-of-law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

14. General Provisions Neither Party has an obligation to proceed with any proposed transaction. Neither Party may assign this Agreement without the other’s consent, except SageReport may assign it in connection with a merger, acquisition, or sale of substantially all of its assets. Any non-permitted assignment is void. This Agreement constitutes the entire understanding of the Parties regarding its subject matter and supersedes all prior communications. Amendments or waivers must be in writing and signed by both Parties. If any provision is held unenforceable, it shall be limited to the minimum extent necessary, and the remainder will remain in effect.

ACKNOWLEDGMENT BY CLICKING “I AGREE” AT SIGN-UP, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.