This Beta Program Agreement (“Agreement”) is between:

1. CUSTOMER (“Customer”) and

2. CELMA TECHNOLOGIES OY (“Celma” and “Celma AI”), a company incorporated under the laws of Finland, with company registration number 529795-9.

Each of Customer and Celma is referred to individually as “Party” and collectively as “Parties.”

The Customer is responsible for carefully reading the terms of this agreement before accessing or using any products and services of Celma Technologies. By accessing or using such products and services, the Customer confirms that the Customer has read and accepts this agreement.  Notwithstanding any different or additional terms customer may reference or provide, Celma Technologies’ offer or acceptance (as applicable) to enter into an agreement with customer with respect to the products and services is expressly limited to this agreement and conditioned on customer’s assent hereto.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. Definitions

• Background Intellectual Property Rights: Any Intellectual Property Rights in
  materials which are provided by a Party in connection with this agreement and the Product and Services in connection with the same. 

• Confidential Information: Any information or matter of confidential nature of the other Party and the other Party’s Affiliates which may be provided to it and its Affiliate comes to its knowledge in relation to this Agreement. 

• Effective Date: The date the Customer agrees to the terms of this Agreement. 

• Intellectual Property Rights: 

  1. Patents, 

  2. Copyrights, moral rights, works of authorship, 

  3. Trademarks, service marks, Internet domain names, trade dress, and trade names, 

  4. Registrations, applications, renewals, and extensions for the above, 

  5. Trade secrets, 

  6. Rights of privacy and publicity. 

• Agreement: This Agreement, as it may be amended from time to time. 

• Products and Services: Celma’s software, platform, or service (the “Services”)

• Order: "Order" or "Order Form" means the order confirmation by which you agree to subscribe to the Services.

2. Beta Use and Evaluation

The purpose of this Agreement is to allow Customer to evaluate Celma’s software, platform, or service (the “Services”) in a limited beta period prior to potential commercial deployment.

Customer may use, test, and evaluate the Products and Services. Customer will report problems, failures, or defects arising in connection with the Products, Services, and Documentation to Celma. Customer may give Celma feedback, in which case Customer gives feedback “AS IS”. Celma may use all feedback freely without any restriction or obligation. 

Customer hereby grants Celma a worldwide, nonexclusive, perpetual, irrevocable, assignable, fully paid-up, royalty-free right and license to use any suggestion or idea for Celma’s Products or Services that Customer or its authorized employees communicate to Celma, without compensation, without any obligation to report on such use, and without any other restriction.

During the Beta Period, Customer will provide (i) Celma with reasonable access to the Products and Services, and (ii) access to any performance data held by Customer and relating to the Products and Services, in each case, to allow Celma to evaluate the performance of the Products and Services.

3. Beta Term

• The “Beta Period” begins on the first day of login into the platform (“Effective Date”) and continues for 30 days.

• After the Beta Period, continued access requires a separately executed commercial agreement. This Agreement does not obligate either Party or any of their Affiliates to enter into any further agreement for the provision of Products and Services on an ongoing (non-beta) basis after the beta program ends. 

4. Grant of Access

Customer is responsible for all actions on Customer User Accounts and for all Customer compliance with this Agreement. Customer must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Celma if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

Celma grants Customer a non-exclusive, non-transferable, time-limited license to access and use the Services.

Customer may not attempt to, nor permit, procure, enable, or request any other person or entity to:

• Reverse engineer or decompile the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Products and Services, or (c) copy any ideas, features, functions or graphics of the Products and Services;

• Use the Services to provide services to third parties, or license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Products and Services or the Content in any way;

• Use the Services for benchmarking or competitive analysis;

• Display the Product or Services on their own website or online accounts in a way that makes it look like it is theirs. 

All rights not expressly granted to Customer are reserved by Celma. Celma reserves the right to make changes, modifications and enhancements to the Products and Services. 

5. Fees and Compensation

• Fees, payment terms and payment method are agreed in the Order or Order Form delivered to Customer via email.

6. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information disclosed in connection with this Agreement, including all Customer Data.

7. Intellectual Property

Each Party shall own its Background Intellectual Property Rights, and the other Party shall not acquire any rights to those Background Intellectual Property Rights or in any other Intellectual Property Rights owned by the other Party, whether pre-existing or created during the term of this Agreement. 

As between the Parties, Celma is and will be the sole and exclusive owner of all right, title, and interest in and to: 

• The Products, Services, and Documentation (and all Intellectual Property Rights in and to all of the foregoing), 

• All information, data, algorithms, software, results and other content that is derived from processing any data transmitted by or through the Services and the Products (collectively, the “Analytics Data”), including all Intellectual Property Rights therein and thereto, and 

• All other Intellectual Property Rights developed by Celma under this Agreement. To the extent Customer has any rights in the Services, Products, Documentation, or Analytics Data, it hereby irrevocably assigns to Celma all of those rights for no additional consideration.

8. Data Ownership and Use

• Celma may collect and analyze Usage Data, and Celma may freely use Usage Data to maintain, improve, enhance, and promote Celma’s products and services without restriction or obligation. However, Celma may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

• Customer retains all ownership of its data, including personal data, metadata, and all content uploaded or generated through the Services (“Customer Data”).

9. Privacy and Data Protection

Customer acknowledges that its employees’ use of the Services will be subject to Celma’ standard Privacy Policy, available at https://celma.ai/privacy-policy. 

Customer hereby understands that Celma does not control any personal data processing conducted by online advertising platforms or third-party services possibly linked to Celma’s Products or Services, or by our customers. Customer must contact those third parties directly for accurate information on their processing.

10.  Marketing

Celma will request pre-approval in writing for the right to use Customer’s name, mark and logo on Celma’s website, or in Celma marketing materials. Without requiring prior Customer approval, Customer agrees that Celma may state the fact that Customer is a Celma customer without revealing specifics about the Agreement or the relationship.

11. Termination and Conclusion of Beta Period

The Beta program is 30 days, after which this Agreement is concluded.

For a period of 60 days following the Beta Period, Celma will maintain Customer User Account content, data, or information. After this time, the Customer User Account and data within it will be deleted from the database. 

12. Nature of the Beta and AI Limitation Disclaimer

The Customer acknowledges and agrees that the Products and Services provided under this Agreement are being offered as part of a beta program. The functionality, accuracy, and reliability of the Products and Services, including any recommendations, suggestions, or outputs generated by artificial intelligence (AI) or machine learning models, may be limited, experimental, or subject to change.

Celma Technologies makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for a particular purpose of any AI-generated output or recommendation. All decisions based on such output shall be made at the sole discretion and risk of the Customer.

The Customer remains fully and solely responsible for evaluating, verifying, and implementing any recommendation or action derived from or informed by the Products and Services. Celma Technologies shall not be liable for any direct or indirect damages, losses, or liabilities arising from the Customer’s reliance on or execution of AI-generated outputs, including but not limited to errors, omissions, or misjudgments resulting from such use.

13. Limitation of Liability

Neither party shall be liable for any indirect, incidental, punitive, special, exemplary, consequential or other damages of any kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this agreement. 

Celma Technologies’ aggregate liability shall not exceed the amounts actually paid by the Customer in the twelve (12) months preceding the event giving rise to such liability.

14. Customer Indemnity

Customer shall indemnify and hold Celma, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, lawyers and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) to the extent arising out of or in connection with: 

• A claim alleging that use of the Customer Data or Customer Materials infringes a copyright, patent, or a trademark of, or has caused harm to the rights of, a third party; 

• A claim, which if true, would constitute a violation by Customer of Customer’s representations and warranties under this Agreement; or 

• A claim arising from the breach by Customer or Customer’s Users of this Agreement

15. Governing Law

This Agreement will be governed by and interpreted in accordance with the laws of Finland.

16. Invalidity

If any provision is held invalid, the remaining provisions shall remain enforceable.

17. Entire Agreement

This Agreement, including any annexes or appendices, represents the entire understanding between the parties and supersedes all prior agreements related to the subject matter.