Design Partner Agreement
Last Updated: January 30, 2025
1. Design Partner Overview
1.1 Product Access
• Beta/Pre-Release: Provider is developing a pre-release or beta version of its product or services (the “Product”). During the Term, Partner will have early access to the Product for internal business purposes and for providing Feedback to Provider as part of the Program.
• Partner acknowledges that the Product is in development, may be incomplete or contain bugs, and may substantially change before any commercial release.
• Scope of Access: Partner may only use the Product in a non-production or test environment. The Provider disclaims liability for issues arising from the use of real or production data. No guarantees are provided for uptime, performance, or support beyond what is stated in this Agreement.
1.2 Program and Feedback
• Program Participation: The purpose of the Program is to help the Provider develop, improve, and refine the Product before a broader or commercial release. Partner agrees to provide feedback through scheduled calls, surveys, or pilot sessions.
• Feedback Ownership: Partner grants the Provider the right to use Feedback freely and without obligation. Partner must not provide Feedback they do not have rights to share or that the Provider cannot legally use.
1.3 Product Improvement
• Right to Improve: The Provider may collect and use all Feedback, insights, and suggestions from Partner’s participation to develop, enhance, and improve the Product. Such improvements may be incorporated for all users.
2. Fees and Costs
• Participation Fees: Unless otherwise agreed in writing, no fees apply to Partner’s participation in the Program.
• Future Discounted Fees: Any discounted fees (if applicable) will be outlined in a separate order form.
3. Term & Termination
3.1 Agreement Term
• This Agreement begins on the Effective Date and continues for the stated period (”Term”).
• The Term may be extended by mutual agreement, including via email.
3.2 Termination
1. For Convenience: Either party may terminate this Agreement with 30 days’ advance written notice.
2. For Cause: Immediate termination is allowed if:
• A party materially breaches the Agreement and fails to remedy it within 15 days.
• A party ceases business operations, enters bankruptcy, or undergoes insolvency proceedings not dismissed within 60 days.
3.3 Effect of Termination
Upon termination:
• Access Ceases: Partner’s access to the Product ends immediately.
• Return/Destruction of Confidential Information: Each party must return or destroy the other’s Confidential Information.
• Use of Feedback: The Provider retains the right to use Feedback already received.
3.4 Survival
• Sections such as Confidentiality, IP Ownership, Disclaimers, Limitation of Liability, and Accrued Payment Obligations survive termination.
4. Beta Disclaimer & Warranties
4.1 Beta/Pre-Release Disclaimer
• The Product is provided as-is and may be unstable, incomplete, or contain errors.
• Partner uses the Product at their own risk and should not rely on it for mission-critical applications.
4.2 Disclaimer of Warranties
• No Warranties: Except where expressly stated, both parties disclaim all warranties, including those of merchantability, fitness for a particular purpose, and non-infringement.
• Scope: Disclaimers apply to the maximum extent permitted by law.
5. Limitation of Liability
5.1 Exclusion of Certain Damages
Neither party is liable for:
• Indirect, special, incidental, or consequential damages (e.g., lost profits, lost data, business interruption).
5.2 Aggregate Liability Cap
• Each party’s total liability is capped at $100 USD or the amount paid by the Partner in the last six (6) months, whichever is greater.
5.3 Exclusions
This section does not limit liability for:
1. Fraud, willful misconduct, or personal injury
2. Confidentiality breaches
3. Matters where liability cannot be excluded by law
6. Confidentiality
6.1 Non-Use and Non-Disclosure
• Each party must protect the other’s Confidential Information and not disclose it unless permitted.
6.2 Exclusions
Confidential Information does not include:
1. Information already publicly known.
2. Information obtained lawfully from a third party.
3. Independently developed information without reference to Confidential Information.
Feedback is not Partner’s Confidential Information, and Provider may use Partner’s Confidential Information as necessary to provide the Product.
6.3 Required & Permitted Disclosures
• If legally compelled to disclose, the Recipient must notify the Discloser (if permitted).
• The Recipient may share Confidential Information with employees, contractors, or advisors only on a need-to-know basis.
7. Intellectual Property (IP) Rights
7.1 Product Ownership
• Provider owns all rights to the Product and any improvements, including those based on Feedback.
7.2 Feedback Ownership
• Partner assigns all rights to Feedback to the Provider, waiving any compensation claims.
8. Marketing and Publicity
• Reference to Partner: The Provider may reference the Partner in marketing materials only with prior written consent.
9. General Terms
9.1 Entire Agreement
• This Agreement supersedes all prior agreements related to its subject.
9.2 Modifications & Waivers
• Modifications must be in writing and accepted by both parties.
9.3 Governing Law & Venue
• Governing Law: Delaware, USA.
• Jurisdiction: State courts in Delaware.
9.4 Injunctive Relief
• Violations of Confidentiality or IP Rights may result in immediate legal action.
9.5 Restrictions on Use
Partner must not:
• Reverse engineer, decompile, or attempt to discover source code.
• Transfer or sublicense the Product without permission.
• Remove proprietary notices or create derivative works.
• Circumvent access restrictions.
• Use the Product to develop a competing service.
10. Definitions
• “Agreement”: This Design Partner Agreement and related attachments.
• “Confidential Information”: Any non-public information marked as confidential.
• “Effective Date”: The start date agreed upon in writing.
• “Feedback”: Any suggestions or comments about the Product.
• “Product”: The beta or pre-release software described in the Agreement.
• “Program”: The design partner program.
Contact Us
For any inquiries regarding this Agreement, contact us at:
Veleiro AI, Inc.
[Insert Address]
Email: [Insert Contact Email]