This Beta Test Agreement (this “Agreement”) is entered into as of the date of your electronic acceptance (the “Effective Date”) by and between Opal Technologies, LLC, a Delaware limited liability company with its principal place of business at 254 Chapman Rd, Ste 208 #27819, Newark, Delaware 19702 (“Opal”), and the business accepting this Agreement (“Customer”). Opal and Customer are each a “Party” and together the “Parties.”
Recitals. Opal has developed OPAL, a business intelligence and artificial intelligence dashboard platform that connects to a business’s operational and financial systems and presents metrics, reports, and AI-generated narrative summaries. The platform is in a pre-commercial beta stage. Customer wishes to participate in the beta program at no charge, and Opal wishes to provide access on the terms below, in order to test the platform and gather feedback.
1.1 “Beta Services” means the OPAL platform and any related software, dashboards, reports, integrations, documentation, and support made available by Opal to Customer under this Agreement during the Beta Period.
1.2 “Beta Period” has the meaning given in Section 3.
1.3 “Customer Data” means all data, records, and content that Customer uploads to the Beta Services, enters into them, or authorizes Opal to retrieve from Customer’s third-party systems, together with all data derived from that data.
1.4 “Feedback” means any suggestion, comment, request, bug report, evaluation, idea, or other input provided by Customer or its Users relating to the Beta Services.
1.5 “Users” means Customer’s employees and contractors whom Customer authorizes to access the Beta Services.
1.6 “Aggregated Data” means data derived from Customer Data that has been de-identified and aggregated with data from other sources such that it does not identify Customer, any User, or any individual or business customer of Customer, and cannot reasonably be used to do so.
2.1 Subject to this Agreement, Opal grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for Customer and its Users to access and use the Beta Services during the Beta Period solely for Customer’s internal business evaluation and testing.
2.2 Customer shall not: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code, data models, or calculation logic of the Beta Services; (b) use the Beta Services to build, specify, or improve a competing or substantially similar product or service; (c) copy, frame, mirror, resell, sublicense, rent, or provide the Beta Services to any third party or use them on behalf of any third party; (d) publish or disclose any screenshot, recording, benchmark, or evaluation of the Beta Services without Opal’s prior written consent; (e) circumvent or test any security or access control, or use the Beta Services to store or transmit malicious code or unlawful material; or (f) exceed any usage limit communicated by Opal.
2.3 Customer is responsible for all activity under its accounts, for maintaining the confidentiality of its credentials, and for its Users’ compliance with this Agreement.
2.4 Opal may modify, suspend, or discontinue any part of the Beta Services at any time and without liability. Opal will use reasonable efforts to give Customer advance notice of a material change or planned interruption where practicable.
3.1 The “Beta Period” begins on the Effective Date (the “Beta Start Date”) and ends on the earlier of (a) the date ninety (90) calendar days after the Beta Start Date (the “Beta End Date”), or (b) the date this Agreement is terminated under Section 15. Opal’s record of Customer’s acceptance establishes the Beta Start Date, and the Beta End Date is calculated from it.
3.2 The Beta Period may be extended only by a written agreement between authorized representatives of each Party. An extension agreed by email is sufficient only if it expressly states the new Beta End Date. No extension arises by course of dealing, continued use, silence, or the fact that access has not yet been disabled.
3.3 On the Beta End Date, Customer’s right to access and use the Beta Services terminates automatically without further notice. Opal has no obligation to continue providing access, to make the Beta Services generally available, to release a commercial version, or to preserve any configuration, dashboard, report, or data created during the Beta Period.
4.1 Opal provides the Beta Services at no charge during the Beta Period. Customer is responsible for its own costs, including internet access, hardware, personnel time, and fees charged by any third-party system Customer connects to the Beta Services.
4.2 Customer acknowledges and agrees that continued access to the platform after the Beta End Date requires the Parties to enter into a separate subscription agreement specifying the applicable fees, term, service levels, and other commercial terms (a “Subscription Agreement”). No subscription rights arise under this Agreement.
4.3 If Customer wishes to continue using the platform after the Beta End Date, Customer shall notify Opal in writing no later than thirty (30) days before the Beta End Date, and the Parties shall negotiate a Subscription Agreement in good faith. Neither Party is obligated to enter into a Subscription Agreement, and neither Party is obligated to agree to any particular terms. If no Subscription Agreement is executed on or before the Beta End Date, access terminates in accordance with Section 3.3.
4.4 Opal may, at its sole discretion, offer beta participants preferential pricing. Any such offer is binding only if stated in a written Subscription Agreement or order form.
5.1 Customer shall: (a) designate a primary contact and keep that designation current; (b) provide the access, credentials, authorizations, and cooperation reasonably necessary for Opal to configure and operate the Beta Services; (c) use the Beta Services in a manner consistent with an internal evaluation of the platform; (d) provide Feedback at the cadence described in Section 17; and (e) promptly report to Opal any error, defect, inaccuracy, outage, or suspected security incident it becomes aware of.
5.2 Customer shall comply with all laws applicable to its use of the Beta Services and its provision of Customer Data.
6.1 Ownership. As between the Parties, Customer owns all right, title, and interest in and to Customer Data. This Agreement grants Opal no ownership of Customer Data.
6.2 License to Opal. Customer grants Opal a non-exclusive, worldwide, royalty-free license, during the Beta Period and the retention window in Section 15.4, to access, host, store, copy, transmit, index, cache, back up, reformat, normalize, transform, analyze, and display Customer Data, and to create derivative works of it, solely as necessary to: (a) provide, configure, operate, secure, and support the Beta Services for Customer; (b) diagnose and correct errors; and (c) test, evaluate, and improve the Beta Services and Opal’s underlying metrics, models, and integrations.
6.3 Aggregated Data. Opal may generate and retain Aggregated Data and may use and disclose Aggregated Data for any lawful business purpose, including product development, benchmarking, analytics, and marketing, both during and after the Beta Period. Opal shall not disclose Aggregated Data in any form that identifies Customer or that would allow a recipient to reconstruct Customer-identifiable data.
6.4 Confidentiality of Customer Data. Customer Data is Customer’s Confidential Information. Opal shall not sell, rent, or license Customer Data, shall not disclose Customer-identifiable data to any other customer or prospective customer, and shall not use Customer Data for any purpose outside this Section 6.
6.5 Subprocessors. Opal may engage third-party service providers, including cloud hosting, database, integration, and AI model providers, to process Customer Data in connection with the Beta Services, provided that Opal remains responsible for their performance and binds them to confidentiality and data protection obligations no less protective than this Agreement. Opal’s current subprocessors are listed in Section 18. Opal will notify Customer of any material change to that list.
6.6 Customer Representations. Customer represents and warrants that it owns or has all rights, consents, permissions, and authority necessary to provide Customer Data to Opal and to authorize the processing described in this Agreement, and that such provision and processing do not and will not violate any law, regulation, or third-party right, including any agreement between Customer and a third-party data source or the individual or business to whom the data relates.
7.1 The Beta Services may connect to third-party systems designated by Customer, including accounting, CRM, payment, marketing, communication, and scheduling platforms. Customer authorizes Opal to access and retrieve data from those systems using the credentials or authorization tokens Customer provides or approves. Each connection Customer initiates or approves within the platform constitutes an authorization under this Section, and the platform’s connection record is evidence of that authorization.
7.2 Third-party systems are not part of the Beta Services and are governed by Customer’s agreements with those providers. Opal is not responsible for the availability, accuracy, completeness, or security of any third-party system, for changes to third-party interfaces, or for any act or omission of a third-party provider. Customer is responsible for maintaining its own accounts and entitlements with those providers.
7.3 Customer may revoke any integration authorization at any time, and understands that doing so may prevent the Beta Services from functioning.
7.4 For each system it connects, Customer confirms that it holds valid licenses and administrative authority for that system, and that it has completed the review required by Section 8.2.
8.1 Unless the Parties have executed a separate written agreement expressly permitting it, Customer shall not upload, transmit, or otherwise make available to the Beta Services any of the following: (a) protected health information as defined under the Health Insurance Portability and Accountability Act, unless the Parties have executed a Business Associate Agreement; (b) cardholder data subject to the Payment Card Industry Data Security Standard, other than tokenized or truncated references; (c) government-issued identification numbers, including Social Security numbers; (d) financial account credentials or full account numbers; (e) biometric identifiers; (f) information about individuals known to be under 13 years of age; or (g) data subject to export controls or classified information (collectively, “Restricted Data”).
8.2 Pre-Connection Verification. Before authorizing Opal to connect to any system under Section 7, Customer shall review that system and confirm that it does not contain Restricted Data. Customer represents and warrants that, as of the date each integration is authorized, it has performed that review and that no Restricted Data resides in the connected system or will be transmitted to the Beta Services. Customer shall repeat this review before authorizing any new integration and shall promptly notify Opal if Restricted Data is later introduced into a connected system.
8.3 Discovery and Remediation. If either Party becomes aware that Restricted Data has been provided to the Beta Services, it shall notify the other Party without undue delay. Upon such notice, Opal may immediately suspend the affected integration and Customer’s access to the Beta Services without liability. The Parties shall then either (a) permanently delete or irreversibly de-identify the Restricted Data and the affected data set, or (b) if the Parties wish to proceed, execute a Business Associate Agreement or other appropriate written agreement before access is restored. Opal has no obligation to restore access.
8.4 No Waiver of Law. The Parties acknowledge that Section 8.1 allocates contractual risk between them and does not, and cannot, alter either Party’s obligations under applicable law. Nothing in this Agreement is intended to make Opal a business associate, subcontractor business associate, or service provider with respect to protected health information, and Customer shall not take any action that would have that effect absent a Business Associate Agreement executed by both Parties.
8.5 Opal is not liable for any Restricted Data provided in breach of this Section 8, and Customer’s indemnity in Section 16.1 applies to any such breach.
9.1 Customer hereby assigns to Opal all right, title, and interest in and to all Feedback, and to the extent such assignment is not effective, grants Opal a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, and commercially exploit all Feedback for any purpose, without restriction, attribution, accounting, or compensation to Customer. Customer waives any moral rights in Feedback to the extent permitted by law.
9.2 Feedback is not Customer’s Confidential Information. Nothing in this Section grants Opal any right in Customer Data.
10.1 Opal and its licensors own all right, title, and interest in and to the Beta Services and all related intellectual property, including all software, source and object code, data models, database schemas, user interfaces, visual designs, dashboards, report formats, metric and key performance indicator definitions and calculation logic, artificial intelligence prompts and orchestration methods, integration and normalization logic, documentation, trademarks, and all modifications, enhancements, and derivative works of any of the foregoing, including any developed in response to Feedback.
10.2 Except for the limited access right in Section 2.1, no right or license is granted to Customer, by implication, estoppel, or otherwise. All rights not expressly granted are reserved by Opal.
10.3 Customer shall not remove, obscure, or alter any proprietary notice appearing in the Beta Services, and shall not register or attempt to register any trademark, domain name, or copyright that is confusingly similar to any Opal mark or work.
11.1 The Parties’ Mutual Non-Disclosure and Confidentiality Agreement accepted on or before the Effective Date (the “NDA”) is incorporated into this Agreement by reference and applies to all information exchanged under this Agreement. If the NDA expires before the obligations of this Agreement are discharged, its terms continue to apply to information exchanged under this Agreement.
11.2 Without limiting the NDA, Customer acknowledges that the Beta Services, including all unreleased features, screens, dashboards, metric definitions, and roadmap information disclosed during the Beta Period, are Opal’s Confidential Information.
11.3 In the event of a conflict between the NDA and this Agreement with respect to the Beta Services, this Agreement controls.
12.1 Opal shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, including encryption of Customer Data in transit and at rest, access controls limiting access to personnel with a business need, and logging of access to production systems.
12.2 Customer acknowledges that the Beta Services are pre-commercial, have not undergone independent security certification or audit, and may contain vulnerabilities. Opal makes no representation that the Beta Services meet any particular security standard, framework, or certification.
12.3 Opal shall notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming any unauthorized access to or acquisition of Customer Data, and shall provide reasonably available information about the incident and the steps taken in response.
13.1 CUSTOMER ACKNOWLEDGES THAT THE BETA SERVICES ARE PRE-RELEASE, UNDER ACTIVE DEVELOPMENT, AND PROVIDED FOR EVALUATION AND TESTING PURPOSES ONLY. THEY ARE NOT A COMMERCIAL PRODUCT AND MAY NOT OPERATE CORRECTLY, MAY BE INTERRUPTED, AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME.
13.2 THE BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. OPAL EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. OPAL DOES NOT WARRANT THAT THE BETA SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED.
13.3 CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT: (A) THE BETA SERVICES MAY PRODUCE METRICS, CALCULATIONS, REPORTS, AND AI-GENERATED NARRATIVE SUMMARIES THAT ARE INCOMPLETE, INACCURATE, OUT OF DATE, OR MISLEADING; (B) AI-GENERATED OUTPUT MAY CONTAIN ERRORS OR FABRICATED STATEMENTS AND MUST BE INDEPENDENTLY VERIFIED BEFORE USE; (C) THE BETA SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL ACCOUNTING, TAX, LEGAL, FINANCIAL, MEDICAL, OR INVESTMENT ADVICE, AND ARE NOT A SYSTEM OF RECORD; AND (D) CUSTOMER SHALL NOT RELY ON THE BETA SERVICES AS THE SOLE BASIS FOR ANY FINANCIAL, TAX, REGULATORY, CLINICAL, EMPLOYMENT, OR OTHER BUSINESS DECISION, AND SHALL VERIFY ALL OUTPUT AGAINST ITS AUTHORITATIVE SOURCE SYSTEMS.
13.4 CUSTOMER DATA MAY BE LOST, CORRUPTED, DELETED, OR RENDERED INACCESSIBLE, INCLUDING WITHOUT NOTICE. OPAL PROVIDES NO BACKUP, RETENTION, RECOVERY, UPTIME, AVAILABILITY, OR SUPPORT COMMITMENT DURING THE BETA PERIOD, AND NO SERVICE LEVEL AGREEMENT APPLIES. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING ITS OWN COMPLETE AND CURRENT COPIES OF ALL CUSTOMER DATA IN ITS SOURCE SYSTEMS.
14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOST, CORRUPTED, OR INACCURATE DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPAL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). CUSTOMER ACKNOWLEDGES THAT THIS LIMITATION REFLECTS THE FACT THAT THE BETA SERVICES ARE PROVIDED AT NO CHARGE AND IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
14.3 The limitations in this Section do not apply to: (a) a Party’s breach of its confidentiality obligations; (b) Customer’s breach of Sections 2.2, 8, or 10; (c) either Party’s indemnification obligations; or (d) liability that cannot be limited under applicable law.
15.1 This Agreement begins on the Effective Date and continues until the end of the Beta Period unless terminated earlier.
15.2 Either Party may terminate this Agreement at any time, for any reason or no reason, on ten (10) days’ prior written notice to the other Party. Opal may suspend or terminate access immediately, with notice as soon as practicable, if Opal reasonably believes Customer has breached Sections 2.2, 6.6, or 8, or that continued access presents a security or legal risk.
15.3 On expiration or termination: (a) Customer’s right to access the Beta Services ends immediately; (b) each Party shall comply with the return and destruction obligations of the NDA; and (c) Sections 6.1, 6.3, 6.4, 8.3, 8.4, 8.5, 9, 10, 11, 13, 14, 15.3, 15.4, 16.1, and 16.2 survive. For the avoidance of doubt, the license granted in Section 16.2(a) is perpetual and survives without limitation.
15.4 Data Export and Deletion. For thirty (30) days after expiration or termination, Opal will, upon Customer’s written request, make available to Customer an export of Customer Data in a commercially reasonable machine-readable format. After that window, Opal will delete or de-identify Customer Data in its production systems within sixty (60) days, except for (i) Aggregated Data, (ii) copies in routine automated backups, which will be deleted in the ordinary course of Opal’s backup rotation, and (iii) records Opal must retain by law. Opal will certify deletion in writing upon Customer’s request.
16.1 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Opal and its members, managers, officers, employees, and agents from and against any third-party claim, and all resulting damages, liabilities, settlements, costs, penalties, regulatory fines, and reasonable attorneys’ fees, arising out of or relating to (a) Customer Data or Customer’s provision of it to Opal, (b) Customer’s breach of Section 6.6 or Section 8, including the presence of any Restricted Data in a connected system, (c) any claim by a third party whose data Customer provided to Opal, or (d) Customer’s use of the Beta Services in violation of this Agreement or applicable law.
16.2 Publicity and Testimonials.
(a) Identification. Customer grants Opal a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use Customer’s name, trade name, logo, and marks to identify Customer as a customer and beta participant of Opal, in any medium now known or later developed, including Opal’s website, sales and marketing materials, investor and fundraising materials, press releases, conference presentations, and social media.
(b) Case Studies and Quotations. Opal may ask Customer to take part in a written or video case study, or to provide a quotation or testimonial regarding the Beta Services. Customer is not obliged to agree. If Customer or any of its Users does provide a quotation, testimonial, or case study contribution, Customer grants Opal a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, edit for length and format, distribute, publish, perform, and display it, in whole or in part, in any medium and for any promotional, marketing, sales, investor, recruiting, or other business purpose, and may attribute it to Customer and to the individual speaker by name, title, and likeness.
(c) Approval. Before first publishing any case study or attributed quotation, Opal shall submit it to Customer’s primary contact for review. Customer shall approve it or provide written comments within ten (10) business days of submission. If Customer does not respond within that period, the materials are deemed approved. Customer shall not unreasonably withhold approval of materials that accurately reflect statements made by Customer or its Users.
(d) Withdrawal for Accuracy. If Customer certifies to Opal in writing that a specific approved testimonial or quotation no longer reflects the honest current opinion or experience of Customer or of the individual quoted, Opal shall cease new publication of that specific item within thirty (30) days of receiving the certification. Opal is not required to recall, retract, or remove materials already distributed, printed, or embedded in third-party media. This paragraph states Customer’s sole and exclusive right to withdraw approved materials.
(e) Opal Marks. Customer may not use Opal’s name, logo, or trademarks in any public statement or marketing material without Opal’s prior written consent.
16.3 Independent Contractors. The Parties are independent contractors. This Agreement creates no partnership, joint venture, agency, franchise, or employment relationship, and neither Party may bind the other.
16.4 Governing Law and Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, except that either Party may seek injunctive relief in any court of competent jurisdiction. The Parties waive any right to a jury trial.
16.5 Notices. Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation of receipt. Notices to Opal go to Opal Technologies, LLC, 254 Chapman Rd, Ste 208 #27819, Newark, Delaware 19702, and to morganne@myopal.io. Notices to Customer go to the email address Customer provided on acceptance. Notice is effective upon receipt.
16.6 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity, provided the assignee agrees in writing to be bound.
16.7 Force Majeure. Neither Party is liable for a delay or failure to perform caused by an event beyond its reasonable control, excluding payment obligations.
16.8 Entire Agreement; Amendment. This Agreement, together with the NDA, is the entire agreement between the Parties regarding the Beta Services and supersedes all prior or contemporaneous understandings on that subject, including any purchase order, click-through, or online terms. It may be amended only by a writing agreed by both Parties.
16.9 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the remainder will continue in effect. No waiver is effective unless in writing.
16.10 Prevailing Party Attorneys’ Fees. In any action, arbitration, or proceeding arising out of or relating to this Agreement, the prevailing Party is entitled to recover from the other Party its reasonable attorneys’ fees, expert fees, and costs incurred, in addition to any other relief to which it is entitled. This right applies to trial, appellate, and enforcement proceedings, and to the enforcement or collection of any resulting judgment or award. A Party that obtains substantially the relief it sought, including through injunctive relief or dismissal, is the prevailing Party.
16.11 Electronic Acceptance. This Agreement is entered into electronically. Customer’s act of ticking the acceptance box and submitting the registration form constitutes its signature and manifests its intent to be bound. Opal’s record of that acceptance, including the accepting person’s name and email address, the date and time, and the version accepted, is admissible evidence of execution. The Parties agree not to contest the validity or enforceability of this Agreement on the ground that it was accepted electronically.
Customer acknowledges that Opal’s consideration for providing the Beta Services at no charge is Customer’s active participation and Feedback. Customer will access the Beta Services at least weekly during the Beta Period, take part in a thirty (30) minute call with Opal every two weeks, and report defects as encountered. If Customer fails to engage as described for two consecutive scheduled intervals, Opal may terminate this Agreement immediately on written notice under Section 15.2.
Opal currently uses the following subprocessors to operate the Beta Services:
Email support at morganne@myopal.io, with commercially reasonable response during U.S. business hours, Monday through Friday. Support during the Beta Period is provided on a commercially reasonable efforts basis only. No service level agreement applies.
By accepting this Agreement, Customer confirms that it has read and understands Section 13 (Beta Disclaimers), Section 4 (No Fees; Transition to a Paid Subscription), Section 8 (Restricted Data), and Section 16.2 (Publicity and Testimonials), and specifically acknowledges that (i) access ends automatically on the Beta End Date unless a written Subscription Agreement has been executed, and (ii) the identification license in Section 16.2(a) is perpetual.
Opal Technologies, LLC
Morganne Rudd, Chief Executive Officer and Founder
254 Chapman Rd, Ste 208 #27819, Newark, Delaware 19702
morganne@myopal.io