Last Updated: November 14, 2025
This Beta User Agreement ("Agreement") is a binding legal agreement
between you (the "Customer" or "You") and
WhyUser, Inc. ("WhyUser," "we,"
"us," or "our").
By clicking "I Agree" or by accessing or using the Service (defined below),
you agree to be bound by this Agreement. If you are entering into this
Agreement on behalf of a company or other legal entity, you represent
that you have the authority to bind such entity to this Agreement.
This Agreement governs your access to and use of our beta-stage B2B
go-to-market simulation platform (the "Service"). This
Agreement is separate from our public
Website Terms of Use, which only
governs our public-facing website.
1.0 The Service & Beta Access
WhyUser grants you a limited, non-exclusive, non-transferable, revocable
license to access and use the Service for the sole purpose of internal
business evaluation and to provide feedback to WhyUser (the "Purpose").
You acknowledge that the Service is a beta version and is provided
on an "AS IS" and "AS AVAILABLE" basis. The Service may contain bugs,
errors, and other defects. WhyUser is under no obligation to provide
any technical support, or to correct any bugs or errors.
2.0 Your Responsibilities
You agree that you will not:
- Reverse engineer, decompile, or otherwise attempt to discover the
source code or underlying ideas or algorithms of the Service.
- Use the Service for any purpose other than the limited Purpose
described herein.
- Share your access credentials or permit any third party to access
the Service.
- Use the Service to store or transmit any material in violation of
third-party privacy or intellectual property rights.
- Use the Service to build a competitive product or service.
3.0 Customer Data
3.1 Your Ownership of Customer Data
As between you and WhyUser, you retain all right, title, and
interest in and to all data, information, sales call transcripts,
CRM data, or other materials you upload to or provide to the
Service ("Customer Data").
3.2 Our Limited License to Your Data
You grant WhyUser a limited, non-exclusive, royalty-free, worldwide
license to use, copy, store, transmit, and display your Customer Data
solely to the extent necessary to provide, maintain, and
improve the Service and to monitor and improve the
Service's performance. We will not use your Customer Data for any
other purpose without your express consent.
3.3 Your Responsibility for Customer Data
You represent and warrant that you have obtained all necessary rights,
consents, and permissions to provide your Customer Data to WhyUser
and to grant the license in Section 3.2. You are solely responsible
for the accuracy, legality, and content of your Customer Data.
4.0 Confidentiality
4.1 WhyUser's Confidential Information
You acknowledge that the Service (including its "look and feel,"
features, and functionality) and any simulation reports, playbooks,
or analyses generated by the Service (collectively, "Reports")
are the confidential and proprietary information of WhyUser
("WhyUser Confidential Information"). You agree to hold
WhyUser Confidential Information in strict confidence and not to
disclose it to any third party or use it for any purpose other
than the Purpose of this Agreement.
4.2 Customer's Confidential Information
WhyUser agrees that your Customer Data (such as your sales transcripts)
is your confidential information ("Customer Confidential
Information"). WhyUser will use the same degree of care that
it uses to protect its own confidential information (but not less
than reasonable care) to prevent any unauthorized use or disclosure
of your Customer Data.
4.3 Exceptions
Confidential Information does not include information that (i) is
or becomes publicly known through no fault of the receiving party;
(ii) was rightfully known by the receiving party prior to disclosure;
or (iii) is independently developed by the receiving party without
use of the disclosing party's Confidential Information.
5.0 Feedback
In consideration for access to the Service, you agree to provide
WhyUser with feedback, suggestions, and reports on the performance
and usability of the Service ("Feedback").
You hereby grant WhyUser a perpetual, irrevocable, worldwide,
royalty-free, fully paid-up license to use, modify, and incorporate
such Feedback into its products and services without any obligation
of attribution or compensation to you.
6.0 Term and Termination
6.1 Term
This Agreement begins on the date you first accept it and continues
until terminated by either party.
6.2 Termination
Either party may terminate this Agreement at any time, for any
reason or no reason, upon written notice (email sufficient) to
the other party. WhyUser may also immediately suspend or
terminate your access to the Service at any time, in its sole
discretion.
6.3 Effect of Termination
Upon termination, your license to access the Service will be
immediately revoked. You must cease all use of the Service.
WhyUser will have no obligation to retain or provide you with
access to your Customer Data and may delete it, unless prohibited
by law. Sections 3.1, 4, 5, 7, 8, and 9 shall survive termination.
7.0 Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WHYUSER
DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. WHYUSER DOES NOT WARRANT THAT
THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
8.0 Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WHYUSER
OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO
YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA,
OR GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT,
TORT, OR ANY OTHER LEGAL THEORY.
IN NO EVENT SHALL WHYUSER'S TOTAL CUMULATIVE LIABILITY TO YOU
FOR ANY AND ALL CLAIMS ARISING FROM THIS AGREEMENT EXCEED
ONE HUNDRED DOLLARS ($100.00).
9.0 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance
with the internal laws of the State of California, without regard
to its conflict of law provisions.
Any legal suit, action, or proceeding arising out of, or related
to, this Agreement or the Service shall be instituted exclusively
in the federal courts of the United States or the courts of the
State of California, in each case located in the County of
Santa Clara.
10.0 General
10.1 Entire Agreement
This Agreement, together with our
Privacy Policy, constitutes the
entire agreement between you and WhyUser regarding the Service
and supersedes all prior agreements.
10.2 Changes to this Agreement
WhyUser reserves the right to modify this Agreement at any time.
If we make material changes, we will provide you with notice
(e.g., by email or through the Service). Your continued use of
the Service after such notice constitutes your acceptance of
the changes.
10.3 Contact Us
If you have any questions about this Agreement, please contact us at: