Beta User Agreement

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: