Visionary Evaluation Agreement

"Beta Materials" means Visionary technology, products, and services designated as pre-release, alpha, beta, pilot, or otherwise not commercially available.

Visionary grants Evaluator a limited, non-exclusive, non-transferable license to access and use the Beta Materials solely for Evaluator’s internal testing, research, and evaluation purposes.

For hosted software, this license includes access and use for those internal purposes. For downloadable software, this license includes installation and use on Evaluator’s own systems in object code form only for those internal purposes.

Evaluator will not, and will not attempt to, decompile, disassemble, reverse engineer, transfer, or sublicense any Beta Materials to a third party.

Evaluator’s use of the Beta Materials must comply with all applicable laws, including export control and sanctions laws.

"Evaluator Content" means any content, information, or materials that Evaluator provides, submits, or uploads in connection with use of the Beta Materials.

Visionary may use Evaluator Content as needed to provide and maintain the Beta Materials and to generate Usage Data described below.

Evaluator is responsible for the accuracy of submitted Evaluator Content and represents that it has the right to provide that content for the purpose of operating the Beta Materials.

Visionary will use commercially reasonable efforts to safeguard the integrity and security of Evaluator Content, including personal information contained in that content, in accordance with applicable law.

Visionary may collect, generate, derive, analyze, use, disclose, and commercialize information regarding Evaluator’s access to, use of, and interactions with the Beta Materials, including operational data, event logs, telemetry, technical or performance data, and derivatives, aggregations, analytics, and insights based on that data ("Usage Data").

Visionary exclusively owns all right, title, and interest in and to the Usage Data, including all intellectual property rights.

Visionary may combine Usage Data with other data and use it for any purpose, including operating, securing, supporting, marketing, improving, and developing products and services.

For clarity, Visionary may use Evaluator Content to generate Usage Data, including to train and tune AI models and algorithms.

Visionary will not publicly disclose Usage Data in a way that identifies Evaluator or any individual. Public disclosure must be aggregated or de-identified first.

"Feedback" includes comments, suggestions, enhancement requests, ideas, process descriptions, and other information concerning the Beta Materials.

Evaluator agrees that any Feedback is provided on a non-confidential basis and that Visionary may use, disclose, reproduce, license, distribute, and otherwise exploit that Feedback without restriction, compensation, or attribution.

Evaluator assigns to Visionary all right, title, and interest in and to the Feedback and all related intellectual property rights.

All non-public information disclosed by Visionary in connection with this Agreement, including the Beta Materials and related documentation, specifications, and similar materials, is Visionary confidential information.

Evaluator will use that confidential information only for internal testing, research, and evaluation and will not disclose it to a third party without Visionary’s prior written consent.

Evaluator will protect confidential information using at least the same degree of care it uses for its own confidential information, and never less than a reasonable standard of care.

All right, title, and interest in the confidential information, Beta Materials, and related intellectual property remain exclusively with Visionary. No rights are granted except the express evaluation license above.

Visionary may seek injunctive or other equitable relief for any actual or threatened breach of this section.

This Agreement begins on the Effective Date and continues for one year unless the parties mutually agree in writing to renew it.

Visionary may terminate this Agreement at any time with notice, including electronic notice or by disabling access to the Beta Materials. Evaluator may terminate this Agreement at any time with notice to Visionary.

On termination or expiration, Evaluator must immediately stop using the Beta Materials and delete all copies of the Beta Materials and related confidential information.

On termination or expiration, Visionary will delete or return Evaluator Content, except for copies retained under standard backup policies and except for aggregated, de-identified, or Usage Data that Visionary may retain and use as permitted by this Agreement.

The Beta Materials are early builds, pre-release, and not fully developed technology. They may have limited functionality, may be incomplete, and may contain errors, defects, bugs, or other inaccuracies that can cause delay, failure, corruption, or loss of data.

Visionary has no obligation to commercialize the Beta Materials or make them generally available in the future.

The Beta Materials are not for production use.

To the fullest extent permitted by law, Visionary disclaims liability for special, incidental, indirect, punitive, exemplary, or consequential damages, and Visionary’s total liability under this Agreement will not exceed $100 USD.

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles.

This Agreement is the entire agreement between the parties regarding the Beta Materials and supersedes prior understandings on that subject.

Any amendment must be in a written instrument executed by both parties. Any waiver must be in writing and signed by the waiving party.

If any provision is held invalid or unenforceable, the remaining provisions remain in effect.

The parties are independent contractors. Visionary may assign this Agreement, including by merger, change of control, asset sale, or affiliate transfer, without Evaluator’s consent. Evaluator may not assign or delegate this Agreement without Visionary’s prior written consent.