BETA TEST AGREEMENT — Rentova
Version 1.1 · Effective September 13, 2026
[ATTORNEY REVIEW PENDING] — Attorney draft (September 2026) with the click-through edits from the beta launch redline applied (provider placeholder, platform placeholder, electronic Acceptance in place of signatures, per-user Terms of Use, written-agreement gate for regulated features, compliance undertaking). The edits themselves have not been attorney-reviewed; the approved text replaces this version when received.
This Beta Test Agreement (this "Agreement") is between Rentova LLC, and its successors and assigns, including any entity hereafter formed to own or operate the Platform ("Provider"), and the organization identified during registration or on whose behalf this Agreement is accepted ("Beta User"). Provider and Beta User are each a "Party" and together the "Parties."
ACCEPTANCE
This Agreement is accepted, and becomes binding on Beta User, when an individual clicks "I agree" (or a similarly worded button or checkbox) or otherwise accesses or uses the Platform on Beta User's behalf. The individual accepting represents and warrants that they are at least eighteen (18) years of age and have authority to bind Beta User to this Agreement. Provider's electronic record of acceptance, including the version and content hash of this Agreement, the accepting account, and the date, time, and network address of acceptance, is conclusive evidence of the Agreement and its terms.
RECITALS
Provider has developed and is continuing to develop a property management software platform (the "Platform"). The Platform is pre-release, unfinished, and undergoing active testing. Provider wishes to make the Platform available to Beta User at no charge for evaluation and testing purposes, and Beta User wishes to participate on the terms set out below.
1. BETA ACCESS AND LICENSE
1.1 Limited License. Subject to this Agreement, Provider grants Beta User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for internal evaluation and testing during the Term.
1.2 No Fees. Provider will not charge Beta User for access during the Term. Beta User acknowledges that free access is the consideration for Beta User's participation, feedback, and the other obligations in this Agreement, and that no fee schedule, discount, price, or future commercial terms are promised or implied. Provider is under no obligation to offer the Platform commercially, and any future pricing will be set in Provider's sole discretion.
1.3 Restrictions. Beta User will not, and will not permit any third party to: (a) copy, modify, translate, or create derivative works of the Platform; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or underlying ideas of the Platform, except to the extent such restriction is prohibited by applicable law; (c) rent, lease, lend, sell, sublicense, distribute, or provide access to the Platform to any third party; (d) use the Platform to build, inform, or assist in the development of a competing product or service; (e) remove or alter any proprietary notice; (f) perform any penetration test, load test, vulnerability scan, or benchmark without Provider's prior written consent; or (g) use the Platform in violation of any applicable law.
1.4 Authorized Users. Beta User may permit its employees and contractors to access the Platform, provided Beta User remains responsible for their acts and omissions and ensures they comply with this Agreement. Each such individual must accept the Platform's Terms of Use before access is granted, and Beta User will ensure that they do so.
2. INTELLECTUAL PROPERTY
2.1 Provider Ownership. As between the Parties, Provider exclusively owns and retains all right, title, and interest in and to the Platform, including all software, source code, object code, architecture, designs, user interfaces, documentation, trademarks, trade names, know-how, and all other intellectual property rights therein, together with all modifications, enhancements, improvements, and derivative works, whenever and by whomever created. No license or right is granted except as expressly stated in Section 1.1.
2.2 Feedback Is Assigned to Provider. "Feedback" means any suggestion, comment, idea, bug report, error report, feature request, enhancement request, usability observation, workflow description, recommendation, or other input relating to the Platform, whether provided orally, in writing, electronically, or by any other means, and whether solicited or unsolicited.
Beta User hereby irrevocably assigns to Provider all right, title, and interest in and to all Feedback, including all intellectual property rights therein, without restriction and without any obligation of attribution, accounting, compensation, royalty, equity, or other consideration of any kind. To the extent any Feedback is not assignable, Beta User grants Provider a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, sublicensable, transferable license to use, reproduce, modify, distribute, display, and otherwise exploit such Feedback for any purpose without restriction.
2.3 No Claim to the Platform. Beta User acknowledges and agrees that:
(a) the Platform was independently conceived, designed, and developed by Provider;
(b) Beta User's participation, Feedback, and use of the Platform give Beta User no ownership interest, joint authorship claim, inventorship claim, license (except as stated in Section 1.1), lien, equity interest, revenue share, or other right of any kind in or to the Platform or any part of it;
(c) Beta User has made and will make no contribution that would give rise to any claim of co-ownership or co-inventorship; and
(d) Provider may develop, has developed, and will continue to develop products and features that are similar to, competitive with, or that incorporate concepts arising from Feedback, without any obligation to Beta User.
2.4 No Employment or Agency. Nothing in this Agreement creates any employment, partnership, joint venture, agency, or fiduciary relationship. Beta User is not acting as a consultant, contractor, advisor, or developer for Provider, and no work-for-hire relationship exists or is intended.
3. CONFIDENTIALITY
3.1 Provider Confidential Information. The Platform and all non-public information about it — including its existence, features, functionality, user interface, roadmap, architecture, performance, defects, pricing, business plans, and the terms of this Agreement — is Provider's confidential and proprietary information ("Provider Confidential Information").
3.2 Beta User Obligations. Beta User will (a) hold Provider Confidential Information in strict confidence; (b) not disclose it to any third party without Provider's prior written consent; (c) limit access to those of its personnel with a need to know who are bound by confidentiality obligations at least as protective as those here; (d) use it solely for the purposes of this Agreement; and (e) use no less than reasonable care to protect it.
3.3 Exclusions. Provider Confidential Information does not include information that Beta User can demonstrate by contemporaneous written record: (a) was publicly available at the time of disclosure or later became publicly available through no act or omission of Beta User; (b) was rightfully in Beta User's possession without restriction before disclosure by Provider; or (c) was rightfully received from a third party without restriction. If Beta User is compelled by law to disclose Provider Confidential Information, it will give Provider prompt written notice, to the extent legally permitted, and reasonable cooperation in seeking protective treatment.
3.4 No Confidential Information of Beta User. Beta User agrees not to disclose to Provider, and Provider does not wish to receive, any confidential, proprietary, or trade secret information of Beta User or of any third party. Any information Beta User discloses to Provider in connection with the Platform — including Feedback — is provided on a non-confidential and non-proprietary basis, and Provider assumes no obligation of confidentiality or restriction on use with respect to it. This Section 3.4 does not apply to Beta User Data, which is governed by Section 4.
3.5 Survival. Section 3 survives expiration or termination of this Agreement for three (3) years, and indefinitely as to any information constituting a trade secret under applicable law.
4. DATA
4.1 Beta User Data. "Beta User Data" means data, records, and content that Beta User or its authorized users upload to or generate through the Platform, including property, unit, lease, tenant, vendor, and financial records. As between the Parties, Beta User owns and retains all right, title, and interest in Beta User Data.
4.2 License to Provider. Beta User grants Provider a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use Beta User Data solely as necessary to (a) provide and operate the Platform for Beta User, and (b) develop, test, maintain, and improve the Platform.
4.3 Aggregated Data. Provider may generate and use data that is aggregated and de-identified such that it does not identify Beta User, any individual, or any specific property ("Aggregated Data"). Provider owns all Aggregated Data and may use it for any lawful purpose, including product development, benchmarking, and analytics, during and after the Term.
4.4 Beta User Responsibilities. Beta User represents and warrants that it has all rights, consents, and authority necessary to provide Beta User Data to Provider and to grant the license in Section 4.2, including with respect to any personal information of tenants, applicants, or other individuals. Beta User is solely responsible for the accuracy, legality, and appropriateness of Beta User Data.
4.5 NO BACKUP OR DATA INTEGRITY WARRANTY. THE PLATFORM IS PRE-RELEASE SOFTWARE. BETA USER DATA MAY BE LOST, CORRUPTED, DELETED, OR RENDERED INACCESSIBLE WITHOUT NOTICE. Beta User is solely responsible for maintaining complete, independent, current backups of all Beta User Data outside the Platform and must not rely on the Platform as a system of record during the Term.
4.6 Return and Deletion. Within thirty (30) days after termination or expiration, Provider will, on Beta User's written request, make Beta User Data available for export in a commercially reasonable format, after which Provider may delete it. Provider may retain Beta User Data as required by law and may retain Aggregated Data indefinitely.
5. NO LIVE FUNDS OR SYSTEM-OF-RECORD USE
5.1 No Payment Processing. The Platform must not be used to collect, process, hold, disburse, or account for rent, security deposits, or any other funds during the Term unless Provider expressly enables that functionality for Beta User in a separate written agreement. Provider may enable payment, screening, messaging, or electronic-signature functionality for Beta User only by written agreement, which may itself be electronic. Beta User will continue to use its existing payment and accounting systems.
5.2 No Reliance for Compliance or Records. Beta User will not rely on the Platform as its official book of record for accounting, tax, legal, regulatory, or lease-administration purposes during the Term, and will maintain its existing systems and records in parallel.
6. NO LEGAL, FINANCIAL, OR COMPLIANCE ADVICE
The Platform is a software tool. It does not provide legal, accounting, tax, or compliance advice, and Provider makes no representation or warranty that use of the Platform will result in compliance with any law, regulation, or requirement — including without limitation the Fair Housing Act and state and local fair housing laws, the Fair Credit Reporting Act and tenant screening requirements, landlord-tenant and eviction statutes, security deposit handling and trust accounting requirements, rent control or rent stabilization rules, data privacy and breach notification laws, accessibility requirements, and tax reporting obligations.
Beta User is solely responsible for its own legal and regulatory compliance and for obtaining its own professional advice. Any templates, forms, notices, screening criteria, or workflows made available through the Platform are provided for convenience only and have not been reviewed for compliance in Beta User's jurisdiction. If and when Provider enables any payment, screening, messaging, or electronic-signature functionality for Beta User, Beta User will comply with all laws applicable to its use of that functionality, including the Telephone Consumer Protection Act, the Fair Credit Reporting Act, the Electronic Signatures in Global and National Commerce Act, and applicable state law.
7. DISCLAIMER OF WARRANTIES
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. Provider expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing, usage, or trade practice.
Provider does not warrant that the Platform will be uninterrupted, timely, secure, error-free, or free of harmful components, that defects will be corrected, or that the Platform will meet Beta User's requirements. Beta User acknowledges the Platform is unfinished pre-release software that may contain material defects and may be modified, suspended, or discontinued at any time without notice.
No Support or Availability Commitment. Provider has no obligation to provide support, maintenance, updates, bug fixes, uptime, or any service level, and no obligation to release the Platform commercially.
8. LIMITATION OF LIABILITY
8.1 Exclusion of Damages. To the maximum extent permitted by law, Provider will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunity, or business interruption, arising out of or relating to this Agreement or the Platform, regardless of the theory of liability and even if advised of the possibility of such damages.
8.2 Cap. To the maximum extent permitted by law, Provider's total aggregate liability arising out of or relating to this Agreement and the Platform will not exceed one hundred dollars (US $100.00). Beta User acknowledges that the Platform is provided free of charge and that this limitation reflects the allocation of risk between the Parties and is an essential basis of the bargain.
8.3 Basis. The limitations in this Section 8 apply notwithstanding the failure of the essential purpose of any limited remedy.
9. INDEMNIFICATION
Beta User will defend, indemnify, and hold harmless Provider and its successors, assigns, affiliates, officers, members, managers, employees, and agents from and against any claim, demand, action, loss, liability, damage, cost, and expense (including reasonable attorneys' fees) arising out of or relating to: (a) Beta User Data, including any claim that it infringes or misappropriates any right or violates any law; (b) Beta User's use of the Platform; (c) Beta User's breach of this Agreement; (d) Beta User's violation of any law, including any law referenced in Section 6; and (e) any claim by any tenant, applicant, vendor, owner, employee, or other third party relating to Beta User's business operations.
10. TERM AND TERMINATION
10.1 Term. This Agreement begins on the date of acceptance and continues until terminated (the "Term").
10.2 Termination. Either Party may terminate at any time, for any reason or no reason, on written notice (which may be given electronically, including through the Platform). Provider may suspend or terminate access immediately and without notice.
10.3 Effect. On termination, all licenses granted to Beta User end immediately, Beta User will cease all use of the Platform, and Beta User will return or destroy all Provider Confidential Information in its possession.
10.4 Survival. Sections 2, 3, 4.3, 4.4, 6, 7, 8, 9, 10.4, and 11 survive termination.
11. GENERAL
11.1 Assignment. Beta User may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Provider's prior written consent; any attempt to do so is void. Provider may freely assign this Agreement and all rights under it, including to any entity formed by Provider to own or operate the Platform, to any affiliate, or in connection with any merger, reorganization, or sale of assets. Beta User consents to such assignment in advance.
11.2 Publicity. Neither Party will issue any public statement identifying the other in connection with this Agreement without prior written consent, except that Provider may describe Beta User in general, non-identifying terms (for example, "a 36-unit residential operator in Ohio").
11.3 Equitable Relief. Beta User acknowledges that a breach of Section 1.3, 2, or 3 would cause Provider irreparable harm for which monetary damages are inadequate, and that Provider is entitled to seek injunctive relief in addition to any other remedy, without the necessity of posting bond.
11.4 Independent Development. Nothing limits Provider's right to develop, acquire, market, or provide products or services of any kind, including those similar to or competitive with Beta User's business, or to enter into agreements with any other party.
11.5 Governing Law and Venue. This Agreement is governed by the laws of the State of Ohio, without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Franklin County, Ohio, and waive any objection to that venue.
11.6 Entire Agreement. This Agreement, together with the Platform's Terms of Use and Privacy Policy as applicable to Beta User's authorized users, is the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, including any prior informal or unwritten beta arrangement between the Parties. The Parties intend this Agreement to govern the Parties' relationship regarding the Platform from the beginning of Beta User's access to the Platform, including any access occurring before the date of acceptance.
11.7 Amendment and Waiver. Provider may update this Agreement by publishing a new version and requiring acceptance of it; continued use after acceptance of the new version is governed by that version. No other amendment is effective unless in writing and agreed by both Parties. No waiver is effective unless in writing, and no waiver of any breach is a waiver of any other or subsequent breach.
11.8 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remainder of this Agreement will remain in full force and effect.
11.9 Electronic Agreement. The Parties agree that this Agreement may be formed and accepted electronically, that electronic acceptance is valid and binding, and that Provider's electronic records of acceptance satisfy any requirement that this Agreement be in writing and signed.
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