This Beta Testing Agreement (the "Agreement") is entered into between Caide B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its registered office and its principal place of business in Den Haag (2595 AA) at the address Koningin Julianaplein 10, registered with the trade register of the Chamber of Commerce under number 91059038, ("Company," "we," "us," or "our") and the entity represented by the individual accepting this Agreement ("Client," or "you"). By checking the acceptance box during the account registration process, you represent and warrant that you have the authority to bind the Client to this Agreement.
1. DEFINITIONS
"Beta Testing Period" means the period from December [XX] 2024 to January [XX] 2025, subject to modification or early termination at the Company's discretion.
"Platform" refers to the Company's AI-powered outreach platform, including all associated software, tools, and services.
"Confidential Information" refers to all non-public information disclosed by the Company, including but not limited to the Platform's features, functionalities, technical processes, methodologies, algorithms, user interface, and any other proprietary information, whether disclosed orally or in written form.
"Lead Data" refers to any data (incl. business contact information, company details, or other related data) that the Client transfers to the Company for processing, storage or hosting by the Platform and any computational results that the Client derives from the foregoing through its use of the Platform.
2. BETA ACCESS AND SUPPORT
The Company or its licensors own all right, title, and interest in and to the Platform, and all related technology and intellectual property rights. Subject to the terms of this Agreement, the Company grants the Client a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following: access and use the Platform via web application for the Beta Testing Period. This includes direct support from the Company's core team and access to a dedicated Slack community workspace for bug reporting and feedback sharing. The above license is provided free of charge. No monetary compensation is provided for participation in the beta program.
3. TESTER RESPONSIBILITIES
The Client agrees to actively use the Platform for B2B lead generation campaigns and provide honest, detailed feedback about Platform performance and user experience. Any bugs, errors, or technical issues encountered must be reported via the designated channels. The Client may be asked to participate in feedback sessions at reasonable intervals. The Client must comply with all applicable laws and regulations regarding data collection and processing.
4. CONFIDENTIALITY
The Client shall maintain perpetual confidentiality of all Confidential Information and shall not disclose such information to any third party without the Company's prior written consent. Confidential Information does not include information that becomes public once the Platform is made publicly available through a full commercial launch. Without prejudice to Section 8, the Company agrees to maintain perpetual confidentiality regarding any non-public information received from the Client during the Beta Testing Period. If either party does not or does not fully comply with its confidentiality obligations under this Agreement, that party will forfeit to the other party an immediately payable penalty in the amount of € 10,000 (in words: ten thousand euros) per event, without prejudice to any other rights of the other party, including but not limited to the right to additional compensation for actual damages suffered.
5. DATA PROTECTION AND PRIVACY
The Company will implement appropriate organisational and technical security measures to secure data centre facilities, servers, network equipment, storage media and host software systems under the Company's control and that are used to provide access to the Platform. The Company may change these and other security measures from time to time if this is necessary due to changing circumstances. The Company does not guarantee that information security is effective under all circumstances. The Client is responsible for a backup of digital data, unless expressly agreed otherwise.
The access or identification codes, certificates and other security resources provided to the Client by or on behalf of the Company are confidential and will be treated as such by the Client and will only be made known to authorised members from the Client’s own organisation. The Company is entitled to change assigned access or identification codes and certificates. The Client is responsible for managing authorisations and providing and revoking access and authorisation codes in a timely manner.
For the purposes of data protection laws, the Client shall act as the data controller for all personal data contained within the Lead Data processed through the Platform, while the Company shall act solely as a data processor for such data. The Company will process such data only upon the Client's documented instructions and in accordance with this Agreement.
In its role as data processor, the Company commits to: implementing appropriate technical and organisational security measures; informing the Client of any intended changes concerning the addition or replacement of other processors; assisting the Client in responding to data subject requests and compliance with other data protection obligations; restricting data transfers to within the European Economic Area unless appropriate safeguards are in place; and either deleting or returning all Lead Data to the Client upon Agreement termination, as per the Client's preference. The Company explicitly commits to never using Lead Data for training AI models or for any purpose beyond the scope of this Agreement.Where the Company processes personal data for its own purposes, such that the Company is considered the data controller within the meaning of the GDPR, the Company will process this data in accordance with its privacy policy. This privacy policy can be consulted on the Company’s website under the link: https://www.caide.io/privacy-policy.
6. LEAD OWNERSHIP AND USAGE
As between the parties, the Client retains all intellectual property rights in all Lead Data generated through or imported into the Platform. The Client may export leads to their preferred CRM system, provided such exports are conducted responsibly and in compliance with applicable data protection laws. The Company reserves the right to terminate access if Client engages in Platform abuse, meaning any action that violates the intended use of the Platform's lead generation and export capabilities, particularly the practice of generating leads solely for the purpose of data extraction without genuine engagement intent. This includes, but is not limited to: generating leads without conducting meaningful outreach campaigns, creating multiple similar search queries to mass-collect contact information, or using the Platform primarily as a data scraping tool rather than an engagement platform. The Company reserves the right to determine what constitutes abuse based on usage patterns and may terminate access immediately at its sole discretion if such abuse is detected. The Client will defend the Company, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any Lead Data infringes or misappropriates that third party’s intellectual property rights, data protection rights or other rights, and will pay the amount of any adverse final judgment or settlement.
7. POST-BETA BENEFITS
Clients who complete the beta program will be eligible for preferential pricing on the commercial release of the Platform. Specific terms and conditions of such pricing will be communicated separately.
8. FEEDBACK RIGHTS
The Client grants the Company a perpetual, worldwide, non-exclusive, royalty-free licence to use any feedback, suggestions, or recommendations provided during the Beta Testing Period. This feedback will be used specifically for improving the Platform's performance, user experience, and functionality. The Company may incorporate such feedback into future releases and updates of the Platform.
9. WARRANTIES AND LIABILITY
The Platform is provided "as is" during the Beta Testing Period, without any warranties of any kind. The Company's total liability under this Agreement shall not exceed €500. Neither party shall be liable for any indirect, incidental, special, or consequential damages.
10. TERMINATION
Either party may terminate this Agreement with written notice. Upon termination, Client's access to the Platform will cease immediately; confidentiality obligations remain in effect as specified in Section 4; Client may request export or deletion of their Lead Data; and the Company will provide reasonable assistance in transitioning data.
11. GOVERNING LAW
This Agreement is governed by the laws of the Netherlands. Any disputes shall be resolved exclusively in the courts of The Hague, the Netherlands.
12. ELECTRONIC ACCEPTANCE
By checking the acceptance box during account registration, Client acknowledges reading, understanding, and agreeing to all terms and conditions of this Agreement. This electronic acceptance shall have the same legal effect as a handwritten signature.