KNYT™

Beta Tester Agreement

Agreement for participants in KNYT™ beta programs.

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KNYT PLATFORM

BETA TESTING AGREEMENT

Invite Only—Beta Access— Confidential

Version 1.0 | Effective Date: May 15, 2026

This Beta Testing Agreement (this "Agreement") is entered into as of the date of electronic acceptance or physical execution below (the "Effective Date") by and between KNYT, Inc., a California corporation ("KNYT"), and the individual or entity identified in the signature block below ("Beta Tester"). KNYT and Beta Tester are each referred to herein individually as a "Party" and collectively as the "Parties."

1. BACKGROUND AND PURPOSE

KNYT is developing a proprietary online platform designed to facilitate curated connections and referrals among Connection Curators, Trusted Artisans, and Solution Seekers (the "Platform"). The Platform is currently in a pre-commercial beta phase and has not been released to the general public. KNYT is selectively inviting certain trusted individuals and entities to access and test the Platform in its current, unfinished form for the purpose of identifying bugs, usability issues, and opportunities for improvement prior to commercial launch.

Beta Tester desires to participate voluntarily and without compensation in this beta testing program subject to the terms and conditions set forth herein. Beta Tester acknowledges that access to the Platform during the Beta Period is a privilege, not a right, and is conditioned upon compliance with this Agreement in its entirety.

2. DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below:

"Beta Period" means the period commencing on the Effective Date and ending on the earlier of: (a) the date KNYT notifies Beta Tester that the beta testing program has concluded; (b) the date KNYT launches the Platform for general commercial use; or (c) the date this Agreement is terminated pursuant to Section 13.

"Beta Platform" means the pre-release, beta version of the KNYT Platform, including all associated software, features, functionality, interfaces, content, and documentation made available to Beta Tester during the Beta Period, in whatever state of completion such Platform may be at any given time.

"Confidential Information" has the meaning set forth in Section 7.

"Feedback" means all suggestions, ideas, enhancement requests, bug reports, recommendations, test results, performance data, usage observations, and other feedback of any kind that Beta Tester provides to KNYT in connection with Beta Tester's use of the Beta Platform, whether provided orally, in writing, through the Platform's feedback mechanisms, or by any other means.

"Invitee" means any individual or entity to whom Beta Tester has extended an invitation to participate in the beta testing program, subject to and only to the extent expressly permitted under Section 4 of this Agreement.

"KNYT IP" means the Beta Platform and all technology, software, algorithms, data, databases, interfaces, designs, trade secrets, know-how, methodologies, and intellectual property embodied therein or associated therewith, including all derivatives, improvements, and modifications thereof.

"Personal Data" means any information that identifies or could reasonably be used to identify a natural person, processed in connection with Beta Tester's use of the Beta Platform.

“Terms of Service Agreements” means the draft form agreements, including but not limited to draft Terms of Service, Privacy Policy, Acceptable Use Policy, Cookie Policy, Curator Agreements, Artisan Curator Agreements, and KNYT Score™ Agreements, as may be displayed on or in connection with the Platform for review and feedback by Beta Users.

"User Content" means any information, data, text, communications, or other content that Beta Tester or any Invitee submits, uploads, or transmits through the Beta Platform.

3. GRANT OF BETA ACCESS

3.1 Limited License. Subject to the terms and conditions of this Agreement and the Terms of Service Agreements, KNYT hereby grants Beta Tester a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Beta Platform solely during the Beta Period and solely for the purpose of testing, evaluating, and providing Feedback on the Beta Platform. This license does not include the right to use the Beta Platform for any commercial purpose, to provide services to third parties using the Beta Platform, or to access the Beta Platform in any manner inconsistent with this Agreement.

3.2 Access Credentials. KNYT will provide Beta Tester with access credentials, an invitation link, or such other means of access as KNYT determines appropriate. Beta Tester is responsible for maintaining the confidentiality of all access credentials and for all activities that occur under Beta Tester's account. Beta Tester agrees to notify KNYT immediately at support@knytwork.com upon becoming aware of any unauthorized access to or use of Beta Tester's account.

3.3 No Guarantee of Access. KNYT makes no guarantee that the Beta Platform will be available at any particular time or for any particular duration. KNYT reserves the right to suspend, modify, or terminate Beta Tester's access to the Beta Platform at any time, with or without notice, and without liability to Beta Tester.

3.4 Reservation of Rights. All rights not expressly granted herein are reserved by KNYT. Nothing in this Agreement shall be construed as granting Beta Tester any ownership interest in or to the Beta Platform, KNYT IP, or any component thereof. Beta Tester acknowledges that participation in testing is voluntary, a privilege, intended for the sole and exclusive benefit of KNYT, and to advance, improve, and determine marketability of the Platform.

4. INVITEE EXPANSION; SECONDARY ACCESS

4.1 Conditional Permission to Invite. KNYT may, in its sole discretion, permit Beta Tester to extend invitations to additional individuals or entities to participate in the beta testing program as Invitees. Any such permission will be communicated to Beta Tester expressly and in writing (which may include email or an in-platform mechanism). Absent express written permission from KNYT, Beta Tester may not share, transfer, assign, or otherwise extend access to the Beta Platform to any third party.

4.2 Beta Tester Responsibility for Invitees. If Beta Tester is authorized to invite Invitees, Beta Tester represents and warrants that:

  • Beta Tester will invite only individuals or entities who meet the eligibility requirements set forth in Section 5 of this Agreement;
  • Each Invitee will be required to accept this Agreement (or a substantially equivalent agreement as designated by KNYT) before accessing the Beta Platform;
  • Beta Tester will take reasonable steps to ensure Invitees comply with this Agreement; and
  • Beta Tester assumes full responsibility for the conduct of any Invitee who accesses the Beta Platform through an invitation extended by Beta Tester, to the same extent as if Beta Tester had engaged in such conduct directly.

4.3 KNYT's Right to Revoke Invitee Access. KNYT reserves the right to revoke, limit, or condition any Invitee's access to the Beta Platform at any time and for any reason, without notice and without liability to Beta Tester or any Invitee.

5. ELIGIBILITY; REPRESENTATIONS AND WARRANTIES

By accepting this Agreement and accessing the Beta Platform, Beta Tester (and/or any Invitee) represents, warrants, and covenants that:

  • Beta Tester is at least eighteen (18) years of age and has the full legal capacity to enter into this Agreement;
  • If entering into this Agreement on behalf of a business entity or organization, Beta Tester has the authority to bind such entity or organization to this Agreement, and all references to "Beta Tester" herein shall include such entity or organization;
  • Beta Tester will use the Beta Platform only for its intended beta testing purpose and not for any commercial, competitive, or other unauthorized purpose;
  • Beta Tester will provide accurate, complete, and truthful information in connection with any account registration or beta access application;
  • Beta Tester's participation in the beta testing program does not and will not violate any applicable law, regulation, or agreement to which Beta Tester is a party; and
  • Beta Tester will comply with all applicable laws and regulations in connection with Beta Tester's use of the Beta Platform, including without limitation applicable data privacy and security laws.

6. FEEDBACK; INTELLECTUAL PROPERTY ASSIGNMENT

6.1 Obligation to Provide Feedback. Beta Tester agrees to use the Beta Platform in good faith during the Beta Period and to provide KNYT with honest and constructive Feedback regarding Beta Tester's experience with the Beta Platform, including identification of bugs, errors, usability issues, and suggestions for improvement. Feedback may be provided through such channels as KNYT designates from time to time, which may include in-platform feedback tools, email to support@knytwork.com or such other mechanism as KNYT specifies.

6.2 Assignment of Feedback. Beta Tester hereby irrevocably assigns to KNYT all right, title, and interest in and to all Feedback, including all intellectual property rights therein, throughout the world and in perpetuity. Beta Tester acknowledges that KNYT shall have the right to use, incorporate, modify, commercialize, and otherwise exploit all Feedback for any purpose without restriction, attribution, or compensation to Beta Tester. To the extent any Feedback is not assignable under applicable law, Beta Tester hereby grants KNYT an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, sublicensable license to use such Feedback for any and all purposes. Beta Tester acknowledges that this assignment represents the primary purpose of KNYT granting to Beta Tester the privilege to engage with the Beta Platform in this fashion and that Beta Tester intends to assist KNYT in this regard and via providing Feedback.

6.3 No Obligation to Act on Feedback. KNYT is under no obligation to act upon, incorporate, or respond to any Feedback provided by Beta Tester. The provision of Feedback does not create any obligation on the part of KNYT to implement, credit, compensate, or otherwise acknowledge Beta Tester's contribution.

6.4 No Conflicting IP. Beta Tester represents and warrants that Beta Tester has the right to provide all Feedback submitted to KNYT, and that such Feedback does not infringe, misappropriate, or violate the intellectual property rights, privacy rights, or other rights of any third party.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means all non-public information disclosed by KNYT to Beta Tester in connection with this Agreement or Beta Tester's access to the Beta Platform, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as confidential, including without limitation: the Beta Platform itself (including its existence, features, functionality, design, architecture, and performance characteristics); all KNYT IP; business plans, strategies, and financial information; the identity of other beta testers; and the terms of this Agreement.

7.2 Obligations. Beta Tester agrees to:

  • Hold all Confidential Information in strict confidence using at least the same degree of care Beta Tester uses to protect his/her/its own confidential information, but in no event less than reasonable care;
  • Not disclose any Confidential Information to any third party without KNYT's prior written consent, except as expressly permitted under this Agreement;
  • Use Confidential Information solely for the purpose of participating in the beta testing program as contemplated by this Agreement; and
  • Promptly notify KNYT in writing upon becoming aware of any actual or suspected unauthorized disclosure or use of Confidential Information.

7.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of Beta Tester; (b) was rightfully known to Beta Tester prior to disclosure by KNYT without restriction; (c) is independently developed by Beta Tester without use of or reference to Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided that Beta Tester provides KNYT with prompt written notice and reasonable cooperation to enable KNYT to seek a protective order or other appropriate relief.

7.4 Beta Platform as Confidential. Beta Tester specifically acknowledges that the existence of the Beta Platform, its features, functionality, design, roadmap, and all aspects of Beta Tester's experience with it constitute Confidential Information of KNYT. Beta Tester agrees not to post, publish, share, or otherwise disclose any screenshots, screen recordings, descriptions, reviews, or other depictions of the Beta Platform on any social media platform, forum, website, or other public or semi-public channel without KNYT's prior written consent.

7.5 Survival. Beta Tester's confidentiality obligations under this Section 7 shall survive the termination or expiration of this Agreement for a period of three (3) years; provided, however, that obligations with respect to trade secrets shall survive indefinitely or for such longer period as applicable law permits.

8. PROHIBITED CONDUCT

Beta Tester agrees not to, and agrees not to permit any Invitee to:

  • Use the Beta Platform for any unlawful purpose or in violation of any applicable law or regulation;
  • Attempt to probe, scan, penetrate, or test the vulnerability of the Beta Platform or any associated systems or networks, or breach any security or authentication measures;
  • Reverse engineer, decompile, disassemble, or attempt to derive the source code of any component of the Beta Platform;
  • Reproduce, copy, modify, create derivative works of, distribute, sell, sublicense, or otherwise exploit the Beta Platform or any KNYT IP;
  • Access the Beta Platform through any automated means, including bots, scrapers, or crawlers, without KNYT's prior written consent;
  • Introduce any malicious code, virus, worm, Trojan horse, or other harmful or disruptive component into the Beta Platform or associated systems;
  • Impersonate any person or entity or falsely represent Beta Tester's identity or affiliation;
  • Use the Beta Platform to collect, harvest, or compile information about other users without their consent;
  • Interfere with or disrupt the integrity or performance of the Beta Platform or any associated systems or networks;
  • Share Beta Tester's access credentials with any third party other than Invitees expressly authorized under Section 4; or
  • Circumvent or attempt to circumvent any access controls, content filtering, or other technical measures implemented by KNYT in the Beta Platform.

9. DATA, PRIVACY, AND USER CONTENT

9.1 Data Collection During Beta. Beta Tester acknowledges that KNYT will collect and process data regarding Beta Tester's use of the Beta Platform, including usage patterns, performance data, error logs, and other technical information, for the purpose of improving the Beta Platform. Such collection and processing is subject to KNYT's draft Terms of Service Agreements, including the draft Privacy Policy, which is incorporated herein by reference and available at [privacy policy URL]. The draft Terms of Service, with links to other Terms of Service Agreements for review, can be accessed through the link above or at [draft TOSA URL].

9.2 Beta Data Handling. Beta Tester acknowledges that the Beta Platform is a pre-release product and that data security, backup, and recovery capabilities may not be at the level of a production-ready system. Beta Tester is advised not to input any sensitive personal information, confidential business information, or data that Beta Tester cannot afford to lose into the Beta Platform. KNYT is not responsible for any loss, corruption, or unauthorized access to data entered into the Beta Platform during the Beta Period.

9.3 User Content License. Beta Tester grants KNYT a non-exclusive, worldwide, royalty-free license to use, reproduce, process, and analyze User Content solely for the purpose of: (a) operating and improving the Beta Platform; (b) conducting testing and quality assurance; and (c) as otherwise necessary to fulfill KNYT's obligations under this Agreement. KNYT does not claim ownership of User Content.

9.4 No Sensitive Data. Beta Tester agrees not to input into the Beta Platform any information that constitutes: (a) protected health information under HIPAA; (b) payment card data subject to PCI-DSS; (c) Social Security numbers or government-issued identification numbers; or (d) any other category of sensitive personal data the processing of which is subject to heightened legal requirements under applicable law.

9.5 Reasonable Precautions. Beta Tester acknowledges that the Beta Platform is a pre-release product and may contain various potential bugs, viruses, or other unintended consequences of use. Beta Tester is advised to and agrees to take reasonable precautions in connection with the use of Beta Tester’s own equipment (e.g., smart phones, computers, laptops, tablets, etc.) and to back up same and otherwise act to prevent loss of data, equipment use, or other mishaps in connection with the beta testing hereunder.

10. DISCLAIMERS; BETA PLATFORM LIMITATIONS

10.1 AS-IS. THE BETA PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. KNYT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

10.2 No Reliability Guarantee. Beta Tester acknowledges and accepts that the Beta Platform is unfinished software in active development, and may contain bugs, errors, defects, and incomplete features. The Beta Platform may be unavailable, unstable, or subject to interruption at any time without notice. KNYT makes no representation or warranty that the Beta Platform will meet Beta Tester's requirements, that the Beta Platform will operate without interruption or error, or that any defect in the Beta Platform will be corrected.

10.3 No Commercial Reliance. Beta Tester agrees not to rely on the Beta Platform for any business-critical, commercial, or production purpose. The Beta Platform is provided solely for testing and evaluation purposes. Any reliance by Beta Tester on the Beta Platform or the results generated thereby is entirely at Beta Tester’s own risk.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KNYT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR AFFILIATES BE LIABLE TO BETA TESTER OR ANY INVITEE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR BETA TESTER'S USE OF OR INABILITY TO USE THE BETA PLATFORM, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF KNYT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KNYT'S TOTAL CUMULATIVE LIABILITY TO BETA TESTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR BETA TESTER'S USE OF THE BETA PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

11.3 Essential Basis. Beta Tester acknowledges that the limitations on liability set forth in this Section 11 reflect a reasonable allocation of risk between the Parties and are an essential basis of the bargain between the Parties, without which KNYT would not have granted Beta Tester access to the Beta Platform. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

12. INDEMNIFICATION

Beta Tester agrees to indemnify, defend, and hold harmless KNYT and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Beta Tester's use of or access to the Beta Platform; (b) any Invitee's use of or access to the Beta Platform through an invitation extended by Beta Tester; (c) Beta Tester's breach of this Agreement; (d) Beta Tester's violation of any applicable law or regulation; (e) any User Content submitted by Beta Tester or any Invitee authorized by Beta Tester; or (f) any claim that User Content or Feedback provided by Beta Tester infringes, misappropriates, or violates the rights of any third party. KNYT reserves the right, at its own expense, to assume exclusive control of any matter subject to indemnification by Beta Tester, in which event Beta Tester will cooperate with KNYT in asserting any available defenses.

13. TERM AND TERMINATION

13.1 Term. This Agreement commences on the Effective Date and continues until the end of the Beta Period, unless earlier terminated as provided herein.

13.2 Termination by KNYT. KNYT may terminate this Agreement and revoke Beta Tester's access to the Beta Platform at any time, with or without cause, with or without notice, and without liability to Beta Tester. Without limiting the foregoing, KNYT may terminate this Agreement immediately upon Beta Tester's breach of any provision of this Agreement.

13.3 Termination by Beta Tester. Beta Tester may terminate this Agreement at any time by ceasing all use of the Beta Platform and providing written notice to KNYT at support@knytwork.com. Termination by Beta Tester does not relieve Beta Tester of obligations incurred prior to termination.

13.4 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted to Beta Tester hereunder shall immediately terminate; (b) Beta Tester shall immediately cease all use of the Beta Platform and destroy or return all Confidential Information in Beta Tester's possession or control; and (c) Sections 6, 7, 9.3, 10, 11, 12, 13.4, and 14 shall survive termination or expiration of this Agreement.

14. GENERAL PROVISIONS

14.1 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles.

14.2 Dispute Resolution; Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration administered pursuant to the terms set forth in the Terms of Service Agreements as drafted. The arbitration shall be conducted in Los Angeles, California. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the conclusion of arbitration.

14.3 No Compensation. Beta Tester's participation in the beta testing program is voluntary. Beta Tester acknowledges and agrees that Beta Tester is not entitled to any compensation, payment, credit, equity, or other consideration for Beta Tester's participation in the beta testing program, use of the Beta Platform, or provision of Feedback, except as may be separately agreed in a writing signed by an authorized officer of KNYT.

14.4 No Employment or Agency. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, franchise, or agency relationship between the Parties. Beta Tester is an independent participant in the beta testing program and has no authority to bind KNYT in any respect.

14.5 Entire Agreement; Amendment. This Agreement, together with KNYT's Privacy Policy and Terms of Service Agreements (to the extent applicable to Beta users), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral. KNYT reserves the right to modify this Agreement at any time upon written notice to Beta Tester (which may include email notice), and continued use of the Beta Platform following such notice constitutes acceptance of the modified Agreement.

14.6 Waiver; Severability. KNYT's failure to enforce any provision of this Agreement shall not constitute a waiver of its right to enforce such provision in the future. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.7 Assignment. Beta Tester may not assign or transfer this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without KNYT's prior written consent. Any attempted assignment in violation of this Section shall be null and void. KNYT may freely assign this Agreement.

14.8 Notices. Notices under this Agreement shall be in writing and delivered to KNYT at support@knytwork.com and to Beta Tester at the email address associated with Beta Tester's account. Notices shall be deemed delivered when sent, provided no bounce or delivery failure notification is received.

14.9 Injunctive Relief. Beta Tester acknowledges that a breach of Sections 6, 7, or 8 of this Agreement would cause KNYT irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, KNYT shall be entitled to seek injunctive or other equitable relief to prevent or remedy any actual or threatened breach of such Sections, without the requirement of posting bond or proving actual damages.

14.10 Counterparts; Electronic Acceptance. This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic acceptance of this Agreement through a click-through mechanism, digital signature, or other electronic means shall be deemed a valid and binding signature for all purposes, with the same legal effect as a handwritten signature.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Parties have executed this Beta Testing Agreement as of the Effective Date.

BETA TESTER

BY: _____________________________ (Electronic Signature)

Authorized User Name:

Entity Name:
Address:

Email:

Phone:

Additional Information:

ACKNOWLEDED AND AGREED:

KNYT, INC.

BY: _____________________________ (Electronic Signature)

Name:
Date:

KNYT, Inc
11911 San Vicente Blvd. Suite 390

Los Angeles, CA 90049
support@knytwork.com