Beta Tester Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is between OurIdea.ai, the trading name of Adam Salley, a sole trader established in the United Kingdom ("OurIdea", "we", "us"), and you, the individual accepting this Agreement electronically by checking the beta-tester box at signup (the "Recipient", "you"), together "the Parties". This Agreement sits alongside the confidentiality obligations in our Terms & Conditions, section 9, which apply to all customers, and does not replace them.

1. Purpose

By opting in as a beta tester, you may get early or non-public access to features, products, or discussions relating to abi., SIGNAL, abi. Launchpad, or other OurIdea products before their general public release (the "Purpose"). This Agreement governs what you can do with what you see, hear, or are told as part of that access.

2. Confidential Information

"Confidential Information" means any information OurIdea discloses to you, whether in writing, orally, electronically, or through your use of a non-public version of a product, including but not limited to:

• unreleased features, designs, prototypes, and product roadmap;
• the existence, content, and status of any beta or early-access programme, and your own involvement in it;
• anything you observe, are shown, or could reasonably infer while using a non-public version of the Platform, including screens, outputs, bugs, and performance;
• business plans, strategy, and technical architecture discussed with you in connection with testing; and
• feedback discussions and any other substance of conversations between you and OurIdea about the product.

3. Your obligations

You agree to:

• keep all Confidential Information strictly confidential and not disclose it to any third party without OurIdea's prior written consent;
• use Confidential Information only for the Purpose, and not for your own commercial benefit or that of any other person or organisation;
• take reasonable care to protect Confidential Information from unauthorised access, at least the same care you use for your own confidential information;
• not copy, reverse-engineer, decompile, or attempt to derive the underlying methods, source code, prompts, or data models of any product from anything observed while testing; and
• not make any public statement, post, review, screenshot, or recording about the product, OurIdea, or the substance of any discussions, without OurIdea's prior written consent, including on social media, forums, review sites, or to press.

4. Our obligations to you

This Agreement is mutual. Alongside your obligations above, OurIdea.ai owes you the following in respect of Your Confidential Information — meaning any non-public information about your business that we see or receive through your participation, including your organisational structure, processes, systems inventory, documents, interview responses, commercial data, and anything visible to us in an abi. Clone audit or a connected tool.

We agree to:

• keep Your Confidential Information confidential, and use it only to provide, support, troubleshoot and improve the Services for you;
• limit access to those of our personnel and sub-processors who need it for that purpose, each under confidentiality obligations no less protective than these, with our current sub-processors listed on our Security & Sub-processors page;
• protect it with at least the same care we use for our own confidential information of similar sensitivity, and with the technical and organisational measures described in our Security page;
• view your data only where there is a reason to. Our personnel can see your abi. Clone audit and connected data in order to deliver and support it. We do not browse customer data out of curiosity, and we do not use what we see to advise or benefit a competitor of yours on an identified basis;
• not disclose your identity, your data, or the content of your audit to any other customer, partner or third party except: where you have given us permission (including the optional marketing permissions described in section 11 of our Terms); to a sub-processor as above; or where required by law or a competent authority, giving you reasonable advance notice where we are lawfully able to;
• notify you without undue delay if we become aware of any unauthorised access to or disclosure of Your Confidential Information; and
• on request after your participation ends, delete or return Your Confidential Information, subject to any retention we are required to apply by law and to the retention periods set out in our Privacy Policy.

Where individuals in your organisation take part in abi. Clone intake interviews, their responses are Your Confidential Information and are treated as above. We will not present an individual's answers to you as a performance record, and the product is not to be used for monitoring or appraisal.

Nothing in this section restricts our use of aggregated or anonymised insight that cannot reasonably be used to identify you or any individual, nor our use of Feedback as set out in section 6.

5. Exclusions

These confidentiality obligations do not apply, in either direction, to information the receiving party can show: was already lawfully known to you, without restriction, before disclosure; is or becomes publicly available through no fault of yours (for example, once OurIdea publicly releases the feature); is received lawfully from a third party who is not under a duty of confidentiality to OurIdea; or is independently developed by you without reference to OurIdea's Confidential Information. If you're required by law, regulation, or court order to disclose Confidential Information, you may do so only to the extent required, and must give OurIdea reasonable advance notice where lawfully possible.

6. Feedback

If you give feedback, suggestions, bug reports, or ideas about a product during a beta or early-access period, OurIdea may use, modify, and incorporate that feedback into the product without restriction, payment, or attribution, unless otherwise agreed in writing.

7. No obligation, no licence, no employment

Nothing in this Agreement obliges either party to enter into any further agreement or commercial relationship; grants you any licence, ownership, or other right in OurIdea's intellectual property beyond the limited right to use the product for the Purpose during the beta period; or creates any employment, agency, or partnership relationship between you and OurIdea.

8. Term and survival

This Agreement takes effect when you accept it electronically and continues until terminated by either party. Your confidentiality obligations survive and continue for three (3) years from the date the relevant Confidential Information was disclosed to you, except that information constituting a trade secret (such as source code or the underlying SIGNAL methodology) remains protected for as long as it remains a trade secret.

9. Remedies

You acknowledge that unauthorised disclosure or use of Confidential Information could cause OurIdea significant and possibly irreparable harm, and that OurIdea may seek an injunction or other equitable relief, in addition to any other remedies available, to prevent or stop such disclosure or use.

10. Ending your beta participation

You can stop participating in beta testing at any time by turning off the beta-tester setting in your account, or by emailing adam@ouridea.ai. Your confidentiality obligations under this Agreement continue after you stop testing, for the period set out in section 7.

11. General

• This Agreement is the entire agreement between you and OurIdea regarding confidentiality of beta/early-access participation, and supersedes any prior discussions on the subject.
• If any provision is found unenforceable, the remaining provisions continue in full force.
• This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it.

12. Acceptance

You accept this Agreement electronically by checking "I'm a beta tester and I agree to the Beta Tester NDA" when creating your account. Electronic acceptance has the same legal effect as a handwritten signature, and OurIdea retains a timestamped record of your acceptance against your account.