TribeHum Beta Tester Non-Disclosure Agreement

This Beta Tester Non-Disclosure Agreement ("Agreement") is entered into as of the date signed below ("Effective Date") by and between TribeHum, a Florida Limited Liability Company, with its principal place of business at 1975 W 44 Pl. Apt 302A, Hialeah, Florida 33012 ("Company"), and the individual named in the signature block below ("Beta Tester").

The Company is developing a music streaming platform operating under a fan-directed paid access model. The Beta Tester has been invited to access the platform in its pre-release state for evaluation purposes. In consideration of that access, the parties agree as follows.

1. Confidential Information

"Confidential Information" means all non-public information disclosed to the Beta Tester in connection with the beta program, whether disclosed orally, in writing, electronically, visually, or by any other means, including but not limited to:

(a) The platform's features, user interface, design, and functionality;

(b) Platform pricing structures, creator compensation mechanics, and transaction economics, including the fan-directed paid access model and related revenue distribution architecture;

(c) Artist relationships, track catalogs, artist names, and music content made available through the platform;

(d) Technical architecture, source code, APIs, infrastructure, security configurations, fraud-prevention systems, stream-integrity mechanics, and fair-rotation logic;

(e) Business strategies, pricing models, marketing plans, product roadmaps, and financial projections;

(f) User data, account structures, and platform analytics;

(g) Any other information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

2. Obligations of Beta Tester

The Beta Tester agrees to:

(a) Hold all Confidential Information in strict confidence and not disclose it to any third party without the Company's prior written consent;

(b) Use Confidential Information solely for the purpose of evaluating the platform as a beta tester and providing feedback to the Company;

(c) Except as expressly authorized by the Company in writing for bug reporting or technical support purposes, not reproduce, copy, screenshot, record, or otherwise capture any Confidential Information;

(d) Not publish, post, broadcast, or otherwise publicly communicate any Confidential Information, including on social media, review platforms, press outlets, or any other public or semi-public channel, and not make any public statement regarding the platform, the beta program, or the Company without the Company's prior written consent, including statements implying endorsement, partnership, or investment involvement;

(e) Not reverse engineer, decompile, disassemble, scrape, benchmark, or otherwise attempt to derive source code, algorithms, underlying ideas, database structures, transaction mechanics, or non-public functionality of the platform;

(f) Maintain reasonable security measures to protect account credentials and devices used to access the platform;

(g) Promptly notify the Company at legal@tribehum.com upon becoming aware of any unauthorized disclosure, suspected compromise of account credentials, or potential security vulnerability affecting the platform.

3. Exclusions

The obligations in Section 2 do not apply to information that:

(a) Is or becomes publicly available through no fault of the Beta Tester;

(b) Was rightfully known to the Beta Tester without restriction prior to disclosure by the Company;

(c) Is independently developed by the Beta Tester without use of or reference to any Confidential Information;

(d) Is required to be disclosed by law, regulation, or valid court order, provided the Beta Tester gives the Company reasonable prior written notice and cooperates with any effort to seek a protective order.

4. Feedback License; Residual Knowledge

The Beta Tester may provide feedback, suggestions, bug reports, feature requests, or other input regarding the platform ("Feedback"). The Beta Tester hereby grants the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, and incorporate any Feedback into the platform or any other Company product or service without restriction, attribution, or compensation. The Company is under no obligation to review, implement, or respond to any Feedback. The Beta Tester represents that any Feedback provided does not infringe the intellectual property rights of any third party.

Nothing in this Agreement restricts the Company from using general knowledge, skills, experience, ideas, concepts, know-how, or techniques retained in the unaided memory of the Company's personnel as a result of their exposure to the platform or any Feedback, provided that such use does not result in the disclosure of specific Confidential Information or the infringement of any third-party intellectual property right.

5. Non-Transferability of Beta Access

Beta access credentials are personal and non-transferable. The Beta Tester may not share, transfer, or permit any other individual to access the platform using the Beta Tester's credentials. Any unauthorized access facilitated by the Beta Tester shall constitute a material breach of this Agreement.

6. Intellectual Property; No Implied License

Nothing in this Agreement grants the Beta Tester any ownership interest, license, or other right in or to the Company's intellectual property, including the platform, its technology, brand, content, or the fan-directed paid access model, except the limited right to access the platform solely for beta testing purposes. All rights not expressly granted are reserved by the Company.

No disclosure of Confidential Information under this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right under any patent, copyright, trademark, trade secret, or other intellectual property right of the Company, except for the limited evaluation rights expressly stated herein.

7. Term and Termination

This Agreement is effective as of the Effective Date and continues until the Company publicly launches the platform or terminates the beta program, whichever occurs first, unless earlier terminated by either party upon written notice.

Confidentiality obligations under Section 2 survive termination or expiration of this Agreement for a period of five (5) years; provided, however, that Confidential Information constituting trade secrets shall remain protected for so long as such information qualifies as a trade secret under applicable law.

Upon termination or request by the Company, the Beta Tester shall promptly cease using the platform and, to the extent technically feasible, destroy, delete, or return any materials containing Confidential Information.

8. No Warranty; No Obligation; Beta Nature of Platform

The platform is provided "as is" during the beta period. The Company makes no warranties, express or implied, regarding the platform's fitness, accuracy, or availability. Nothing in this Agreement obligates the Company to release the platform publicly, continue the beta program, or enter into any other agreement with the Beta Tester.

Features, functionality, pricing structures, business models, creator compensation mechanics, and availability described or experienced during the beta period are preliminary and subject to modification, suspension, or removal at any time without notice.

9. Remedies

The Beta Tester acknowledges that any breach of this Agreement may cause the Company irreparable harm for which monetary damages would be an insufficient remedy, and that unauthorized disclosure may destroy the trade secret value of Confidential Information. The Company shall be entitled to seek equitable relief, including injunction, without the requirement of posting a bond, in addition to all other remedies available at law or in equity.

10. Data Collection Acknowledgment

The Beta Tester acknowledges that use of the platform may involve the collection and processing of technical and usage data in accordance with the Company's Privacy Policy, available at tribehum.com/privacy. The Beta Tester consents to such collection and processing as a condition of beta participation.

11. Export and Sanctions Compliance

The Beta Tester represents that they are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. government sanctions, and will not use the platform in violation of applicable U.S. export control or economic sanctions laws and regulations.

12. Limitation of Liability

To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or related to the beta program or the Beta Tester's use of the platform, including loss of data, business interruption, or loss of profits, even if the Company has been advised of the possibility of such damages. The Beta Tester participates in the beta program voluntarily and at their own risk.

13. No Employment, Compensation, or Agency Relationship

Participation in the beta program is voluntary and unpaid. This Agreement does not create any employment, partnership, agency, joint venture, fiduciary, advisor, or compensation relationship between the parties. The Beta Tester shall have no authority to bind the Company and shall not represent themselves as an employee, agent, partner, or representative of the Company. No participation in the beta program shall give rise to any claim for compensation, equity, or other remuneration.

14. Platform Monitoring

The Company reserves the right to monitor beta access and platform activity for security, fraud prevention, stream integrity, quality assurance, and compliance purposes. Such monitoring is conducted in accordance with the Company's Privacy Policy at tribehum.com/privacy. By participating in the beta program, the Beta Tester consents to such monitoring.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws provisions. Any dispute arising under or related to this Agreement shall be resolved exclusively in the state or federal courts located in Miami-Dade County, Florida, and the parties consent to personal jurisdiction in those courts.

16. General Provisions

(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, or agreements.

(b) Amendment. This Agreement may be amended only by a written instrument signed by both parties.

(c) Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

(d) No Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce it in the future.

(e) Counterparts. This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.

© 2026 TribeHum. Confidential.

Please enter your full legal name (at least 2 characters).

Please enter a valid email address.