Beta Testing Terms

These Beta Testing Terms (these “Beta Terms”) govern participation in any private, limited-release, preview, pilot, early-access, evaluation, or beta program offered by Zyphra Technologies, Inc. (“Zyphra,” “we,” “our,” or “us”) that links to or incorporates these Beta Terms (the “Beta”).

By accepting these Beta Terms or accessing or using the Beta, the individual or entity participating in the Beta (“Participant” or “you”) agrees to these Beta Terms. If you accept on behalf of an entity, you represent that you have authority to bind that entity.

1. Relationship to Other Terms

These Beta Terms supplement the Zyphra Customer Agreement, Acceptable Use Policy, Privacy Policy, any applicable Data Processing Agreement, order form, testing instructions, and other terms that apply to Participant’s use of Zyphra’s services (collectively, the “Existing Terms”). The Existing Terms remain in effect. If Participant has entered into a written agreement with Zyphra that expressly governs the Beta, that agreement controls to the extent of a conflict. Otherwise, these Beta Terms control solely with respect to the Beta and only to the extent of a conflict. The Beta Privacy Notice supplements Zyphra’s Privacy Policy for personal information processed in connection with the Beta.

2. The Beta

The Beta may include experimental models, software, APIs, interfaces, agents, integrations, documentation, outputs, and related features (collectively, the “Beta Services”). The Beta Services are under development and may be incomplete, inaccurate, unavailable, or materially changed before any commercial release. Participation does not create any obligation for Zyphra to release, continue, support, or commercialize any Beta Service or feature.

Zyphra may establish or change eligibility requirements, usage limits, technical requirements, testing periods, or access procedures at any time. Access is personal to Participant and may not be transferred, sublicensed, sold, or shared except with Participant’s authorized users and as expressly permitted by Zyphra.

3. Evaluation Use and Restrictions

Participant may use the Beta Services solely for internal evaluation, testing, and feedback, unless Zyphra authorizes another use in writing. Participant will comply with the Acceptable Use Policy, documentation, technical restrictions, and testing instructions provided by Zyphra.

4. Participant Content and Data

“Beta Content” means prompts, instructions, files, images, audio, video, messages, connected-service content, feedback, and other information submitted or made available by or for Participant through the Beta, together with outputs generated in response. Participant retains any ownership rights it has in its Beta Content. Participant grants Zyphra and its service providers a nonexclusive, worldwide license to host, copy, transmit, display, process, and otherwise use Beta Content as reasonably necessary to provide, secure, maintain, evaluate, troubleshoot, and improve the Beta Services; comply with law; and enforce these Beta Terms.

Participant is responsible for Beta Content and represents that it has all rights, permissions, and lawful bases necessary to provide Beta Content and permit Zyphra to process it as described in these Beta Terms and the Beta Privacy Notice. Unless Zyphra expressly agrees otherwise in writing, Participant will not submit confidential, sensitive, regulated, export-controlled, production, or mission-critical information.

5. Monitoring and Review

Because the Beta is an evaluation program, Zyphra may log and monitor use of the Beta Services and authorized Zyphra personnel and contractors may review Beta Content when reasonably necessary to provide support, investigate errors, evaluate model behavior, improve safety or reliability, prevent abuse, or comply with law. Zyphra will handle personal information as described in the Beta Privacy Notice and Privacy Policy.

6. Outputs

Outputs may be inaccurate, incomplete, misleading, offensive, non-unique, or unsuitable for Participant’s intended use. Participant is responsible for reviewing and validating outputs before using or relying on them. Participant will not represent that an output is human-generated when doing so would be misleading or unlawful. As between Participant and Zyphra, and to the extent permitted by law and the Existing Terms, Participant may use outputs generated for Participant; however, Zyphra does not represent that any output is protectable, unique, or free of third-party rights.

7. Feedback

Participant may provide comments, evaluations, suggestions, corrections, test results, or other feedback concerning the Beta (“Feedback”). Participant grants Zyphra a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable right to use, reproduce, modify, create derivative works from, disclose, and otherwise exploit Feedback for any purpose, without restriction, attribution, or compensation. Participant will not provide Feedback that it does not have the right to provide.

8. Confidentiality

Unless Zyphra identifies the Beta as public, the Beta Services and all nonpublic information made available in connection with the Beta, including features, documentation, model behavior, performance information, roadmaps, screenshots, and communications from Zyphra, are Zyphra Confidential Information. Participant will use that information only to participate in the Beta, will protect it using at least reasonable care, and will not disclose it to any third party except authorized users who are bound by confidentiality obligations at least as protective as these Beta Terms. These obligations do not apply to information that Participant can document was lawfully known without restriction, independently developed without use of Zyphra Confidential Information, rightfully received from a third party without restriction, or publicly available through no breach of these Beta Terms.

9. Third-Party Services

The Beta Services may interoperate with third-party services or require Participant to authorize access to third-party accounts. Third-party services are governed by their own terms and privacy practices. Participant is responsible for its accounts, permissions, and use of those services. Zyphra is not responsible for third-party services or for changes, suspension, or termination of third-party access.

10. Suspension and Termination

Zyphra may suspend, limit, or terminate the Beta or Participant’s access at any time, with or without notice, including for security, operational, legal, or compliance reasons or suspected violation of these Beta Terms. Participant may stop participating at any time. Upon termination, Participant will stop using the Beta Services and, on request, return or destroy Zyphra Confidential Information. Sections that by their nature should survive will survive, including Sections 4, 6, 7, 8, 11, 12, 13, and 15.

11. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BETA SERVICES AND OUTPUTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. ZYPHRA AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND ERROR-FREE OPERATION. ZYPHRA DOES NOT WARRANT THAT THE BETA SERVICES WILL BE RELEASED, CONTINUE TO BE AVAILABLE, MEET PARTICIPANT’S REQUIREMENTS, PRESERVE DATA WITHOUT LOSS, OR PRODUCE ACCURATE OR RELIABLE OUTPUTS. NO SERVICE LEVEL, SUPPORT, ROADMAP, PERFORMANCE, OR AVAILABILITY COMMITMENT APPLIES TO THE BETA UNLESS ZYPHRA EXPRESSLY AGREES OTHERWISE IN WRITING.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZYPHRA AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATING TO THE BETA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ZYPHRA AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS ARISING OUT OF OR RELATING TO THE BETA OR THESE BETA TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY TO ALL THEORIES OF LIABILITY AND ARE AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES.

13. Indemnification

Participant will defend, indemnify, and hold harmless Zyphra and its affiliates, officers, directors, employees, and agents from and against third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Participant’s Beta Content, Participant’s use of the Beta Services in violation of these Beta Terms, or Participant’s violation of law or third-party rights. This Section does not apply to the extent prohibited by law or superseded by an applicable written Customer Agreement.

14. Changes

Zyphra may update these Beta Terms as the Beta develops. Zyphra will provide notice of material changes through the Beta interface, by email, or by another reasonable method. If Participant does not agree to an update, Participant must stop using the Beta. Continued use after the effective date of an update constitutes acceptance to the extent permitted by law.

15. General Terms

These Beta Terms are governed by the laws of the State of California, without regard to conflict-of-law principles. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction over disputes arising out of or relating to these Beta Terms or the Beta. Participant may not assign these Beta Terms without Zyphra’s prior written consent. Zyphra may assign these Beta Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. If any provision is unenforceable, it will be limited to the minimum extent necessary, and the remaining provisions will remain in effect. A waiver must be in writing and will not be deemed a continuing waiver. These Beta Terms and the incorporated Existing Terms constitute the entire agreement concerning the Beta, except for any written agreement expressly governing the Beta.

16. Contact

Questions about these Beta Terms may be sent to:

Zyphra Technologies, Inc. 415 Mission Street, 44th Floor San Francisco, CA 94105 Email: legal@zyphra.com