Legal

Beta Participant Agreement

BOMSync Beta Program · Skip to agreement

Review candidate. These legal documents are not yet approved for publication. Target effective date: 2026-10-01.

Version 2 · Effective 2026-10-01 · Last updated 2026-09-12

Version 2.0 --- Effective 2026-10-01

Effective date for a Participant: the date on which Participant accepts this Agreement.

This BOMSync Beta Participant Agreement (this "Agreement") is entered into between:

(i) BOMSync, Inc., a Texas corporation with its principal place of business at 809 Paleface RR South, Spicewood, Texas 78669, United States (the "Company"); and

(ii) the individual or entity accepting this Agreement ("Participant" or "you").

Each a "Party" and together the "Parties."

Recital --- ownership of the platform pending assignment

Participant acknowledges that certain rights in the BOMSync platform --- including inventions, patent rights and applications, trade secrets, copyrights, know-how, confidential information, and proprietary methods --- were originally created and are presently owned or controlled by Geoffrey M. Jennings, personally and through his French EIRL / individual enterprise operating under the trade name BIModular, and that those rights are in the process of being assigned to the Company.

Any reference in this Agreement to the "Company" includes Geoffrey M. Jennings in his capacity as present owner of such rights, and BOMSync, Inc. and its successors and assigns. Such rights may be assigned, licensed, or otherwise transferred to the Company without further notice to Participant, and this Agreement will continue in force in favour of the Company following that assignment.

1. Background and purpose

BOMSync is a proprietary cloud-based construction procurement and bill of materials management platform currently in pre-release development. The Company makes BOMSync available to a limited number of Participants for product testing, feedback, and evaluation (the "Beta Program").

In connection with the Beta Program, each Party may disclose confidential information to the other. This Agreement governs the protection of that information, the terms of Participant's access, and the allocation of risk in respect of pre-release software.

2. Definitions

2.1 "Company Confidential Information" means all non-public information, in any form or medium, disclosed to, made available to, observed by, or accessed by Participant in connection with the Beta Program, including:

  • (a) software source code, object code, algorithms, data structures, database schemas, APIs, models, and outputs;
  • (b) system architecture, infrastructure design, security controls, cloud configuration, and deployment approaches;
  • (c) procurement workflow logic, automation methods, business rule implementations, and operational processes;
  • (d) bill of materials processing methods, configurator logic, decision trees, matching logic, and data transformation methods;
  • (e) BIM, IFC, CAD, and model integration methods, data pipelines, viewer behaviour, and related computational workflows;
  • (f) multi-tenant design, data isolation methods, access control architecture, and related technical or organisational measures;
  • (g) product plans, beta features, technical documentation, roadmap, business strategy, customer information, pricing, and financial or commercial information;
  • (h) screenshots, recordings, exports, demonstrations, test results, and observations of non-public platform behaviour;
  • (i) the existence, scope, and content of the Beta Program itself; and
  • (j) any information designated as confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

2.2 "Participant Confidential Information" means all non-public information of Participant disclosed to or accessed by the Company in connection with the Beta Program, including Participant Data, Participant's project information, supplier and subcontractor identities, pricing and commercial terms, cost data, bid information, drawings, models, specifications, and business plans.

2.3 "Confidential Information" means Company Confidential Information and Participant Confidential Information, as the context requires.

2.4 "Participant Data" means data, files, models, drawings, bills of materials, and other content that Participant or its Representatives upload to or generate through the Beta Program.

2.5 "Beta Program" means the Company's controlled pre-release testing and evaluation programme for the BOMSync platform and all associated services, APIs, integrations, outputs, and related materials.

2.6 "Permitted Purpose" means Participant's internal business evaluation and testing of BOMSync, and the provision of Feedback to the Company, as authorised by the Company during the Beta Program.

2.7 "Representatives" means a Party's employees and contractors who have a strict need to know Confidential Information for the Permitted Purpose and who are bound by written confidentiality and use restrictions no less protective than this Agreement.

2.8 "Feedback" means any suggestion, comment, evaluation, bug report, feature request, usability observation, or other input Participant provides to the Company concerning the Beta Program.

3. Confidentiality obligations

3.1 Non-disclosure. Each Party will hold the other's Confidential Information in strict confidence and will not, directly or indirectly, disclose, share, publish, transmit, distribute, or otherwise make it available to any third party except as expressly permitted by this Agreement or in writing by the disclosing Party.

3.2 Restricted use. Each Party will use the other's Confidential Information solely for the Permitted Purpose. Without limitation, Participant will not use Company Confidential Information for competitive analysis, product development, model training, published benchmarking, investor presentations, public commentary, academic publication, standards participation, or the filing or support of any intellectual property application.

3.3 Standard of care. Each Party will protect the other's Confidential Information using at least the degree of care it uses for its own confidential information of similar nature, and in no event less than reasonable care.

3.4 Limited internal disclosure. A Party may disclose the other's Confidential Information only to its Representatives, on a strict need-to-know basis for the Permitted Purpose. Each Party is responsible for any act or omission of its Representatives that would breach this Agreement if committed by that Party.

3.5 Company use of Participant Confidential Information. The Company will use Participant Confidential Information solely to operate the Beta Program, provide support, act on Feedback, and improve the platform, and will not disclose Participant's project data, supplier identities, pricing, or cost information to any third party. Section 9 (Feedback) is the only exception, and it applies only to Feedback as defined.

3.6 Notice of unauthorised access. Each Party will promptly notify the other in writing on becoming aware of any actual or suspected unauthorised access to, disclosure of, or use of the other's Confidential Information, and will cooperate in mitigating and remedying it.

4. Exclusions

The obligations in Section 3 do not apply to information the receiving Party can demonstrate by competent written evidence:

  • (a) was lawfully known to it without restriction before disclosure;
  • (b) becomes publicly available through no breach of this Agreement or other duty;
  • (c) is lawfully received from a third party without breach of a confidentiality obligation; or
  • (d) is independently developed without use of or reference to the Confidential Information.

5. Compelled disclosure

If a Party is required by law, regulation, subpoena, court order, or governmental demand to disclose Confidential Information, it will, to the extent legally permitted, promptly notify the other Party in writing before disclosing, so that the other Party may seek a protective order. It will disclose only the minimum portion legally required and will use reasonable efforts to obtain confidential treatment.

6. Restrictions on Participant

6.1 Participant will not, and will not permit any third party to:

  • (a) reverse engineer, decompile, disassemble, scrape, or otherwise attempt to derive the source code, architecture, logic, methods, non-public functionality, or structure, sequence, and organisation of any part of the BOMSync platform --- except that nothing in this paragraph restricts Participant from using, exercising, testing, inspecting, or evaluating the Beta Program in the ordinary course of the Permitted Purpose, and except to the extent this restriction is prohibited by non-waivable applicable law, including Articles 5 and 6 of Directive 2009/24/EC;
  • (b) use Company Confidential Information to develop, enhance, validate, benchmark, train, support, or assist in developing any competing product, service, platform, workflow, or database architecture;
  • (c) publish or distribute any benchmark, performance analysis, feature comparison, review, screenshot, video, recording, export, or reproduction of any non-public BOMSync interface, workflow, behaviour, or output, except as expressly authorised by the Company in writing;
  • (d) remove, alter, or obscure any proprietary notice, confidentiality notice, intellectual property legend, watermark, or technical protection measure;
  • (e) use the Beta Program or any Company Confidential Information beyond the Permitted Purpose;
  • (f) file, cause to be filed, support, or assist in filing any patent, utility model, design right, copyright registration, database right, or other intellectual property application anywhere in the world that is based on or derived from Company Confidential Information. This paragraph does not restrict Participant from protecting its own independently developed intellectual property that is not based on or derived from Company Confidential Information;
  • (g) incorporate or disclose any Company Confidential Information or non-public BOMSync method into any open source project, public specification, standards proposal, published benchmark, training material, or public-facing documentation; or
  • (h) circumvent, disable, or undermine any security, access control, logging, watermarking, monitoring, or technical protection measure implemented by the Company.

6.2 For the avoidance of doubt. Testing the Beta Program, exercising its features, identifying defects, forming views on its performance and usability, and reporting all of that to the Company is the purpose of this Agreement and is expressly permitted. Section 6.1 restricts what Participant may do with what it learns, not whether Participant may learn it.

7. Ownership and limited access right

7.1 Company ownership. All Company Confidential Information remains the sole and exclusive property of the Company. Nothing transfers to Participant any ownership interest in any Confidential Information, intellectual property, software, technology, method, workflow, or other proprietary right of the Company.

7.2 Limited evaluation right. Subject to this Agreement, the Company grants Participant a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Beta Program solely for the Permitted Purpose during the term.

7.3 No implied licence. Except as expressly granted in Section 7.2, nothing grants Participant any licence, right, title, or interest in any Confidential Information or intellectual property of the Company, whether express, implied, by estoppel, exhaustion, or otherwise.

8. Participant Data

8.1 Ownership. Participant retains all right, title, and interest in Participant Data. Nothing in this Agreement transfers ownership of Participant Data to the Company.

8.2 Licence to operate. Participant grants the Company a non-exclusive, royalty-free licence to host, copy, process, transmit, and display Participant Data solely to operate the Beta Program, provide support, and secure the platform.

8.3 Data protection. Where Participant Data contains personal data and Participant is a controller, the Company acts as processor under the Data Processing Addendum, which is incorporated into this Agreement by reference and applies to the Beta Program.

8.4 Do not upload production-critical or regulated data. The Beta Program is pre-release software. Participant should not upload data that is its sole copy, that is subject to regulatory retention requirements, or that is critical to a live project without maintaining an independent copy elsewhere. Participant must not upload special category personal data, government identification numbers, payment card data, health data, classified information, or data subject to the International Traffic in Arms Regulations.

8.5 Deletion at the end of the Beta Program. On termination of Participant's Beta Program access, Participant may export Participant Data for thirty (30) days. After that period the Company may delete it. Where Participant transitions to a paid subscription, Participant Data may be carried over and will then be governed by the Terms of Service.

9. Feedback

9.1 Participant may, but is not obliged to, provide Feedback. Feedback is provided voluntarily.

9.2 Assignment. Participant irrevocably assigns to the Company all right, title, and interest, if any, in and to Feedback and all intellectual property rights in it. To the extent any such right cannot validly be assigned under applicable law, Participant grants the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable licence to use, reproduce, modify, adapt, create derivative works from, disclose, commercialise, and otherwise exploit that Feedback for any purpose, without restriction, obligation, attribution, or compensation. To the fullest extent permitted by applicable law, Participant waives any moral rights in Feedback.

9.3 What Feedback does not include. Sections 9.1 and 9.2 apply only to Feedback about the Beta Program. Feedback does not include, and the Company acquires no rights in:

  • (a) Participant Data;
  • (b) Participant's project information, drawings, models, specifications, supplier and subcontractor identities, pricing, cost data, or bid information;
  • (c) Participant's own pre-existing intellectual property, methods, templates, or workflows, even where Participant describes them while giving Feedback; or
  • (d) any Participant Confidential Information.

All of the foregoing remains Participant's property and Participant Confidential Information under Section 3.5. Where Feedback necessarily describes something in (c), Participant grants the Company only the licence in Section 9.2 as applied to the Feedback itself, and no rights in the underlying pre-existing item.

9.4 Attribution. The Company will not identify Participant as the source of Feedback publicly without Participant's prior written consent.

9.5 Participant's warranty. Participant will not provide Feedback that is subject to a third party's intellectual property rights or that Participant is not free to assign or license as described above.

10. Pre-release software --- no warranty and no commitment

10.1 As is. THE BETA PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

10.2 Expect defects. Participant acknowledges that the Beta Program is pre-release, may contain errors and defects, may be unstable, may lose or corrupt data, may be unavailable without notice, and may produce inaccurate or incomplete output.

10.3 No reliance for construction or procurement decisions. Output generated by the Beta Program --- including quantities, takeoffs, bills of materials, cost estimates, schedules, and optimisation results --- must not be relied upon for design, procurement, manufacturing, installation, payment, or regulatory submission without independent verification by Participant's qualified personnel. The Company does not provide architectural, engineering, quantity surveying, estimating, safety, legal, or accounting advice, and is not responsible for construction means, methods, site safety, or code compliance. Responsibility for any project remains exclusively with Participant and its licensed professionals.

10.4 No service levels or support commitment. No availability commitment, service level, maintenance obligation, or support obligation applies to the Beta Program.

10.5 No commitment to release. The Company is under no obligation to continue the Beta Program, to develop or release any feature, or to make the platform or any feature generally available. Features may be changed or withdrawn at any time without notice.

10.6 No fees. Unless separately agreed in writing, the Beta Program is provided at no charge, and Participant is entitled to no refund, credit, or compensation of any kind.

11. Limitation of liability

11.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PROJECT DELAY, COST OF COVER, OR REWORK, ARISING OUT OF OR RELATING TO THE BETA PROGRAM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY.

11.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE BETA PROGRAM WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100).

11.3 Exclusions from the cap. Sections 11.1 and 11.2 do not apply to: (a) a Party's breach of its confidentiality obligations under Section 3; (b) Participant's breach of Section 6; (c) either Party's gross negligence, wilful misconduct, or fraud; (d) death or personal injury caused by a Party's negligence; or (e) any liability that cannot be limited under applicable law.

11.4 Basis of the bargain. The Parties agree that the Beta Program is provided free of charge in reliance on this allocation of risk, and that these limitations apply even if a limited remedy fails of its essential purpose.

12. Term, termination, and survival

12.1 Term. This Agreement takes effect on Participant's acceptance and continues for the duration of Participant's Beta Program access.

12.2 Termination. The Company may suspend or terminate Participant's access at any time, with or without cause and without liability. Participant may withdraw at any time on written notice.

12.3 Survival of confidentiality. After termination:

  • (a) for Confidential Information that is not a trade secret, the obligations continue for five (5) years from termination of access;
  • (b) for information qualifying as a trade secret, the obligations continue for as long as it remains a trade secret under applicable law.

12.4 Other survival. Sections 2, 3, 4, 5, 6, 7, 8.1, 8.5, 9, 10, 11, 12, 13, 14, 15, and 17 survive termination.

12.5 Transition to a paid subscription. If Participant becomes a paying customer, the Terms of Service govern that use from the commencement date, and this Agreement continues to govern Confidential Information disclosed during the Beta Program.

13. Return, deletion, and retention

On termination of Beta Program access, or on written request, each Party will promptly cease use of the other's Confidential Information and, at the disclosing Party's election, return or permanently destroy it, including copies, notes, summaries, extracts, and derivative materials. On request, the receiving Party will certify return or destruction in writing.

Each Party may retain one archival copy to the extent required for legal compliance, routine backup, or dispute resolution, provided retained material remains subject to this Agreement for as long as it is retained. Section 8.5 governs Participant Data.

14. Remedies

14.1 Equitable relief. Each Party acknowledges that breach or threatened breach of Section 3 or Section 6 may cause irreparable harm for which monetary damages are inadequate. The non-breaching Party is entitled, to the fullest extent permitted by law, to seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies, in addition to any remedy at law.

14.2 Trade secret remedies. Unauthorised disclosure or misuse of Confidential Information may constitute trade secret misappropriation under applicable law, including the Defend Trade Secrets Act, 18 U.S.C. § 1836, and applicable state law.

15. Whistleblower immunity notice

Notwithstanding any other provision, pursuant to 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that:

  • (a) is made in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or
  • (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal.

16. Publicity

Neither Party will use the other's name, logo, or trademarks in publicity without prior written consent. The Company will not identify Participant as a Beta Program participant publicly without Participant's written consent. Participant will not disclose its participation in the Beta Program without the Company's written consent, consistent with Section 2.1(i).

17. International participants, business use, and compliance

17.1 Business use. The Beta Program is offered solely for business and internal commercial evaluation. Participant represents that it is accessing it in a business capacity and not as a consumer.

17.2 Data protection. Nothing in this Agreement limits any non-waivable rights under applicable data protection law. Personal data is governed by the Privacy Policy and, where the Company acts as processor, the Data Processing Addendum.

17.3 Export control and sanctions. Each Party will comply with applicable export control and sanctions laws. Participant represents that it is not located in, organised under the laws of, or ordinarily resident in a comprehensively sanctioned country or region, and is not identified on any restricted party list.

17.4 Non-waivable local rights. Where applicable law in Participant's jurisdiction provides mandatory rights or protections that cannot be waived by contract, this Agreement will be interpreted and enforced to the maximum extent permitted while preserving those rights.

18. Governing law and dispute resolution

18.1 Governing law. This Agreement and any dispute arising out of or relating to it, the Beta Program, or the BOMSync platform is governed by the laws of the State of Texas, without regard to conflict of laws principles.

18.2 Arbitration. Except for claims eligible for equitable relief under Section 18.3, any dispute arising out of or relating to this Agreement will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or, where Participant is domiciled outside the United States, by the International Centre for Dispute Resolution under its International Arbitration Rules. The seat and legal place of arbitration is Travis County, Texas, conducted in English. Arbitration may proceed by videoconference or in person as the arbitrator determines or the Parties agree.

18.3 Injunctive and equitable relief. Nothing prevents either Party from seeking temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies in any state court of competent jurisdiction in Travis County, Texas, or in the United States District Court having jurisdiction over Travis County, Texas, where necessary to protect Confidential Information, trade secrets, intellectual property, or other proprietary rights.

18.4 Court proceedings related to arbitration. Any proceeding to compel arbitration, confirm an award, or enforce an award may be brought in any court of competent jurisdiction.

18.5 Jury and class waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY.

19. General

19.1 Entire agreement. This Agreement, together with the Data Processing Addendum where applicable and any other terms accepted in connection with the Beta Program, is the entire agreement between the Parties on its subject matter.

19.2 Relationship to other BOMSync terms. The Intellectual Property Notice is informational and imposes no obligations on Participant; this Agreement contains all of Participant's operative confidentiality, licence, restriction, and feedback obligations for the Beta Program. Where this Agreement conflicts with any other Beta Program terms as to the processing of personal data, the Data Processing Addendum controls. Where Participant also holds a paid subscription, Section 12.5 applies.

19.3 Amendments. The Company may update this Agreement. Any material update requires renewed electronic acceptance before continued Beta Program access.

19.4 Severability. An invalid or unenforceable provision will be modified to the minimum extent necessary to make it enforceable; the remainder stays in effect.

19.5 No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

19.6 Assignment. Participant may not assign this Agreement without the Company's prior written consent. The Company may assign it, in whole or in part, to Geoffrey M. Jennings, BOMSync, Inc., or any affiliate, successor, purchaser, or assignee of the relevant business or intellectual property.

19.7 Independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

19.8 Founder as intended beneficiary. To the extent any rights in the BOMSync platform are held personally by Geoffrey M. Jennings before assignment to the Company, as described in the Recital, Mr Jennings is an intended third-party beneficiary of this Agreement with independent authority to enforce it, both before and after that assignment.

19.9 Electronic acceptance. Participant agrees that electronic acceptance, including click-through acceptance, constitutes a valid and binding signature to the fullest extent permitted by applicable law.

19.10 Notices. Notices to the Company: legal@bomsync.com, copy to BOMSync, Inc., 809 Paleface RR South, Spicewood, Texas 78669, USA. Notices to Participant: the contact details on Participant's Beta Program registration.

By clicking "I agree," accessing the platform, or otherwise participating in the Beta Program, Participant acknowledges that it has read, understood, and agrees to be bound by this Agreement.