Beta Program
Non-Disclosure Agreement

Last updated: January 6, 2026 | Effective: January 6, 2026

1. Parties and Recitals

This Non-Disclosure Agreement ("Agreement") is entered into between:

• Disclosing Party: Zojutsu LLC, doing business as StudioVid ("Company," "we," "us," or "our")
• Receiving Party: You, the Beta Program participant ("Beta Tester," "you," or "your")

WHEREAS, Company is developing a proprietary AI-powered YouTube growth platform known as StudioVid™; and

WHEREAS, Company desires to grant Beta Tester early access to unreleased features, and Beta Tester desires to participate in testing and providing feedback; and

WHEREAS, both parties recognize the need to protect confidential and proprietary information disclosed during the Beta Program;

NOW, THEREFORE, in consideration of access to the Beta Program and other good and valuable consideration, the parties agree as follows:

2. Definitions

2.1 "Confidential Information"

For purposes of this Agreement, "Confidential Information" means any and all non-public information disclosed by Company to Beta Tester, whether orally, visually, in writing, or in any other form, including but not limited to:

• Beta Features: Any unreleased features, functionality, user interfaces, or capabilities not available to the general public
• Technical Information: Software architecture, algorithms, source code, APIs, data structures, and technical specifications
• Performance Data: Speed, reliability, accuracy, or other performance metrics of beta features
• Bug Reports: Any defects, errors, glitches, vulnerabilities, or issues discovered during testing
• Roadmap Information: Product plans, feature timelines, development priorities, and strategic direction
• Business Information: Pricing strategies, marketing plans, partnership discussions, and business metrics
• AI Models: Information about AI/ML models, training data, prompts, and output characteristics
• User Experience: Interface designs, user flows, and experience improvements being tested
• Documentation: Any beta documentation, guides, or instructional materials marked as confidential

2.2 "Beta Program"

The "Beta Program" refers to the early access testing program for StudioVid, including all beta versions, preview releases, alpha builds, and pre-release features made available to selected participants before general availability.

2.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of Beta Tester
• Was rightfully in Beta Tester's possession before disclosure by Company
• Is independently developed by Beta Tester without use of Confidential Information
• Is rightfully obtained from a third party without restriction
• Is explicitly approved for public disclosure by Company in writing

3. Confidentiality Obligations

3.1 Non-Disclosure

Beta Tester agrees to:

• Keep Confidential: Hold all Confidential Information in strict confidence
• Not Disclose: Not disclose, publish, or disseminate any Confidential Information to any third party
• Limit Access: Not share beta access credentials or invite others to the Beta Program without explicit authorization
• Protect Information: Use at least the same degree of care to protect Confidential Information as you use to protect your own confidential information, but in no event less than reasonable care

3.2 Prohibited Activities

Beta Tester specifically agrees NOT to:

• Screenshots/Recordings: Take screenshots, screen recordings, or any visual captures of beta features without prior written consent
• Social Media: Post about beta features, bugs, or unreleased functionality on social media, forums, Discord, Reddit, YouTube, or any public platform
• Reviews/Articles: Write reviews, blog posts, articles, or create content about beta features
• Benchmarking: Publish or share performance benchmarks, speed tests, or comparative analyses
• Competitor Disclosure: Disclose any Confidential Information to competitors or use it for competitive purposes
• Reverse Engineering: Attempt to reverse engineer, decompile, or derive source code from beta software
• Data Extraction: Extract, copy, or export any proprietary data, AI models, or training information

3.3 Permitted Disclosures

Beta Tester may disclose Confidential Information only:

• To Company personnel through official feedback channels
• When required by law, provided Beta Tester gives Company reasonable advance notice to seek a protective order
• With explicit prior written consent from Company

4. Feedback and Submissions

4.1 Feedback Ownership

Any feedback, suggestions, ideas, bug reports, feature requests, or other submissions ("Feedback") you provide regarding beta features becomes the exclusive property of Company. You hereby assign to Company all rights, title, and interest in and to such Feedback, including all intellectual property rights.

4.2 No Compensation

Beta Tester acknowledges that participation in the Beta Program and provision of Feedback is voluntary. No compensation, royalties, or other payment is owed for Feedback or beta testing activities, except as explicitly agreed in writing.

4.3 Use of Feedback

Company may use, modify, incorporate, or implement Feedback in any product or service without restriction, attribution, or compensation to Beta Tester.

5. Beta Software Disclaimer

5.1 No Warranties

COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING BETA FEATURES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. Beta features may not function as expected, may cause data loss, and may be discontinued without notice.

5.2 Limitation of Liability

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM BETA TESTER'S USE OF OR INABILITY TO USE BETA FEATURES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF PROFITS, OR BUSINESS INTERRUPTION.

5.3 Acknowledgment of Risk

Beta Tester acknowledges and accepts that:

• Beta features may be unstable, incomplete, or contain errors
• Data processed through beta features may be lost or corrupted
• Beta features may change significantly or be removed entirely
• Access to the Beta Program may be revoked at any time
• Beta features may not accurately represent final product functionality

6. Term and Termination

6.1 Term

This Agreement becomes effective upon Beta Tester's acceptance (by clicking "I Agree," accessing beta features, or otherwise indicating acceptance) and continues until terminated.

6.2 Survival of Confidentiality

Important: The confidentiality obligations in this Agreement shall survive termination of the Beta Program or this Agreement for a period of three (3) years from the date of disclosure, or until the information becomes publicly available through no fault of Beta Tester, whichever occurs first.

6.3 Termination Rights

Either party may terminate this Agreement:

• Company may terminate Beta Tester's participation at any time, with or without cause, with or without notice
• Beta Tester may withdraw from the Beta Program at any time by notifying Company
• Termination does not relieve Beta Tester of confidentiality obligations

6.4 Effect of Termination

Upon termination, Beta Tester must:

• Immediately cease using all beta features
• Delete any copies of beta software, documentation, or materials in Beta Tester's possession
• Upon request, certify in writing that all Confidential Information has been returned or destroyed

7. Remedies for Breach

7.1 Irreparable Harm

Beta Tester acknowledges that unauthorized disclosure of Confidential Information would cause irreparable harm to Company for which monetary damages would be inadequate. Therefore, Company shall be entitled to seek injunctive relief, specific performance, and other equitable remedies without the requirement of posting bond.

7.2 Additional Remedies

In addition to equitable relief, Company reserves the right to:

• Immediately terminate Beta Tester's access to the Beta Program and all StudioVid services
• Pursue all available legal remedies, including monetary damages
• Report violations to appropriate authorities if applicable
• Recover reasonable attorney's fees and costs incurred in enforcing this Agreement

7.3 Notification of Breach

Beta Tester must immediately notify Company in writing if Beta Tester becomes aware of any unauthorized disclosure, use, or access to Confidential Information.

8. General Provisions

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.

8.2 Dispute Resolution

Any disputes arising from this Agreement shall be resolved through binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, or remotely at Company's discretion.

8.3 Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings.

8.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8.5 Waiver

Failure by Company to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

8.6 Assignment

Beta Tester may not assign or transfer this Agreement or any rights hereunder without Company's prior written consent. Company may assign this Agreement to any successor or acquirer.

8.7 Notices

All notices under this Agreement shall be sent to beta@studiovi.ai for Company, and to the email address associated with Beta Tester's account.

9. Acknowledgment and Agreement

10. Contact Information

For questions about this Beta NDA or the Beta Program:

• Beta Program: beta@studiovi.ai
• Legal Inquiries: legal@studiovi.ai