Nearli is (almost) here.

1. Parties

This Non-Disclosure and Liability Agreement ("Agreement") is entered into between HitherLabs, LLC, a limited liability company ("HitherLabs," "we," or "us"), and you, the individual signing below ("Tester"). This Agreement governs your participation in the Nearli Beta Program.

2. Confidential Information

As a beta tester you will have access to pre-release versions of the Nearli application, including but not limited to: unreleased features, user interface designs, product roadmaps, bug reports, performance data, business strategies, and any other non-public information disclosed to you in connection with the beta program (collectively, "Confidential Information").

3. Non-Disclosure Obligations

You agree to:

1. Keep all Confidential Information strictly confidential;
2. Not disclose, publish, or share any Confidential Information with any third party without the prior written consent of HitherLabs;
3. Not post screenshots, recordings, descriptions, or reviews of pre-release features on any public platform, social media, review site, or forum;
4. Use Confidential Information solely for the purpose of testing and providing feedback to HitherLabs;
5. Notify HitherLabs immediately upon becoming aware of any unauthorized disclosure.

4. Exceptions

Your obligations under Section 3 do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement by you; (b) was rightfully known by you before disclosure by HitherLabs; (c) is independently developed by you without use of Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided you give HitherLabs prompt written notice.

5. Term

This Agreement remains in effect for two (2) years from the date of your acceptance, or until Nearli is publicly released, whichever is later. Upon request by HitherLabs you will promptly delete or return all Confidential Information in your possession.

6. Beta Software — No Warranty

THE NEARLI BETA APPLICATION IS PRE-RELEASE SOFTWARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Beta software by its nature contains untested code, experimental features, and known or unknown defects. You acknowledge and accept that the Nearli beta may:

1. Contain bugs, errors, or instabilities that cause unexpected behaviour;
2. Crash, freeze, or perform poorly on your device;
3. Consume excessive battery, storage, data, or other device resources;
4. Result in loss of data stored on or transmitted from your device;
5. Interact in unexpected ways with other applications or device hardware;
6. Cause your device to require a restart, factory reset, or other remediation.

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HITHERLABS, LLC, ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE NEARLI BETA APPLICATION, INCLUDING BUT NOT LIMITED TO:

1. Damage to, or destruction of, your mobile device, tablet, laptop, desktop, or any other hardware;
2. Loss of data, files, or personal information stored on your device;
3. Costs of repair, replacement, or data recovery;
4. Loss of use of your device or any related equipment;
5. Any other losses arising from your participation in the beta program.

IN NO EVENT SHALL HITHERLABS'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED FIFTY US DOLLARS (USD $50.00).

8. Indemnification

You agree to indemnify, defend, and hold harmless HitherLabs, LLC and its members, officers, and employees from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to your breach of this Agreement.

9. Feedback Licence

Any feedback, suggestions, bug reports, or ideas you submit to HitherLabs during the beta program may be used by HitherLabs without restriction, compensation, or attribution. You hereby grant HitherLabs a perpetual, irrevocable, royalty-free licence to use such feedback for any purpose.

10. Governing Law

This Agreement is governed by the laws of the State of Oklahoma, United States, without regard to its conflict of law provisions. Any dispute arising under this Agreement shall be resolved in the courts located in Oklahoma.

11. Entire Agreement

This Agreement constitutes the entire agreement between you and HitherLabs with respect to the beta program and supersedes all prior understandings, written or oral. If any provision is found unenforceable, the remaining provisions continue in full force.