Beta Agreement
Last updated: Aug 13, 2026
This Beta Agreement ("Agreement") is a legal agreement between you ("Customer") and Array AI Inc. ("Provider"). By clicking "I Agree," creating an account, or accessing or using the Platform (as defined below), you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement. The "Effective Date" of this Agreement is the date on which Customer first accepts this Agreement or accesses the Platform. Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."
1. Platform Access Rights
Provider hereby grants to Customer a non-exclusive, non-transferable right to access and use the Provider's software-as-a-service AI-powered planning and productivity platform (the "Platform") during the Beta Term (as defined below) for Customer's use solely within the United States. The Platform is designed to assist Users (as defined below) with planning, task structuring, and organizational productivity features (collectively, the "Platform Features"). "User" means an individual who creates an account and is granted access to the Platform under this Agreement.
2. Use Restrictions
Customer shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any of its users to: (i) copy, modify, or create derivative works of the Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (v) use the Platform for purposes of competitive analysis or the development of a competing product or service; (vi) use the Platform for any illegal, fraudulent, corrupt, deceptive or similarly objectionable activities; or (vii) use the Platform to cause harm to or violate the rights of any person, including without limitation privacy or intellectual property rights.
3. Fees
During the Beta Term, access to the Platform is provided free of charge. Provider reserves the right to introduce fees or tiered pricing for access to certain Platform features following the Beta Term or upon general commercial release of the Platform, which shall be subject to separate terms or an updated agreement.
4. Beta Term/Termination
The term of this Agreement shall commence on the Effective Date and continue for the term specified in this Agreement ("Beta Term"), unless terminated early as expressly permitted herein. If this Agreement does not otherwise specify a Beta Term, then the Beta Term shall be ninety (90) days. Each Party may terminate this Agreement for convenience upon ten (10) days written notice. Each Party may terminate this Agreement immediately upon written notice to the other Party in the event the other Party breaches any material term of this Agreement. Sections 2-8 will survive any termination or expiration of this Agreement. Upon completion of the Beta Term, the Parties agree to enter into a new agreement if the Parties desire to continue Customer's access to the Platform. Upon completion of the Beta Term or upon termination of this Agreement for any other reason, Customer agrees to immediately discontinue its use of the Platform.
5. Customer Data; Feedback and Improvements; Learnings; Third Party Tools
5.1 Customer Data; Learnings
As between the Parties, Customer retains all right, title, and interest in any data, information, or materials that Customer submits, uploads, or otherwise provides to the Platform in connection with Customer's use thereof ("Customer Data"). Customer acknowledges and agrees that the Platform is an artificial-intelligence-based platform and that Provider may use Customer Data to train, improve, and enhance the Platform and its underlying models and algorithms. Provider shall not disclose Customer Data to any third party except as required by applicable law or as permitted under this Agreement. Provider shall exclusively own all aggregated, de-identified, or derived data, statistical information, learnings, patterns, insights, models, model weights, and improvements generated or derived from the processing of Customer Data through the Platform (collectively, "Learnings"), provided that such Learnings do not identify Customer or any individual User and cannot reasonably be used to reconstruct Customer Data. For the avoidance of doubt, Provider's rights in the Learnings shall survive any termination or expiration of this Agreement.
5.2 Feedback
If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback. Provider retains all right, title, and interest in the Platform, including any modifications or enhancements made during the Beta Term.
5.3 Third-Party Tools
The Platform utilizes enterprise-grade large language models to power certain Platform Features. Customer acknowledges that the use of such AI models is integral to the Platform's functionality. The Platform and Provider's website and mobile application use cookies and third-party analytics tools to improve functionality and user experience. By using the Platform, Customer consents to the use of such cookies and analytics tools in accordance with Provider's Privacy Policy.
6. Confidentiality; Customer Data
From time to time during the Beta Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Notwithstanding anything to the contrary in this Section 6, Customer acknowledges and agrees that the confidentiality obligations set forth herein shall not restrict or limit Provider's rights to use Customer Data to generate Learnings or to use Feedback, in each case as set forth in Section 5 of this Agreement. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Warranty Disclaimer; Limitation of Liability
THE PLATFORM IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE GREATER OF (I) $1,000; OR (II) THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. General
This Agreement, together with Provider's Privacy Policy, constitutes the entire agreement and understanding between the Parties and supersedes prior agreements between the Parties with respect to the subject matter of this Agreement. Provider may update this Agreement from time to time by posting a revised version on the Platform or by notifying Customer through the Platform; Customer's continued use of the Platform after such posting or notification constitutes acceptance of the updated terms. Neither party may assign this Agreement without the other Party's prior written consent. This Agreement will be governed by the laws of the state of Ohio (without regard to its conflicts of laws provisions).