The beta agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of Effective date ("Effective Date") between:

Alles Company, a California sole proprietorship owned by Mark Schiller, of 1706 Union Ridge Road, Suite C, Placerville, California 95667 ("Company"), and

Your full legal name, of Your address ("Tester").

1. Purpose

Company is developing PAVE, a flight-training record application, and is providing pre-release access to a limited group of flight instructors for evaluation and feedback. Tester wishes to receive that access. This Agreement governs the confidential information Tester receives.

Tester is not an employee, contractor, agent or partner of Company, and nothing in this Agreement creates any of those relationships or any obligation to pay or be paid.

2. Confidential Information — what is covered

"Confidential Information" means only the following, when provided by Company to Tester in connection with the beta programme:

• Pre-release builds of the PAVE application, including any file, page or copy of the application not yet released to the public;
• Source code, including the readable source contained within any pre-release build;
• User interface and user experience designs and workflows, including screens, layouts, navigation, wording and interaction patterns not yet public;
• System and technical documentation, including data formats, record structures, synchronisation behaviour and architecture descriptions;
• Bug reports, defect logs and test results generated by or shared with Tester about pre-release builds;
• Unreleased features, roadmap and release timing;
• Pricing, terms and commercial plans not yet published; and
• The identity of other participants in the beta programme.

Anything not listed above is not Confidential Information under this Agreement. The parties intend this list to be specific rather than open-ended.

3. What is not covered

Confidential Information does not include information that:

• is or becomes public other than through Tester's breach;
• Tester already lawfully knew, without a duty of confidence, before disclosure;
• Tester lawfully receives from a third party with no duty of confidence;
• Tester independently develops without use of Confidential Information; or
• is present in any copy of the PAVE application that Company has released publicly, from the date of that release.

4. Permitted use

Tester may use Confidential Information solely to:

• use PAVE in Tester's own flight instruction, including to record the training of Tester's own students, provided Tester gives no student access to PAVE or to any build of it, and
• evaluate it and report defects, difficulties and suggestions to Company.

Tester shall not:

• disclose Confidential Information to anyone other than Company, except as §6 permits;
• publish, demonstrate, post or distribute pre-release builds or screenshots of them;
• use Confidential Information to develop, specify or evaluate a competing product;
• remove or alter any notice contained in a build; or
• attempt to defeat any access control Company applies to the application.

5. Tester's own records

Nothing in this Agreement gives Company any right in, or restricts Tester's use of, Tester's own flight training records, their students' records, or their logbook data, whether created in PAVE or elsewhere. Those records are Tester's and Tester's students', and Tester may export, keep and use them without limitation, during and after this Agreement.

6. What this Agreement does not restrict

This section controls over anything else in this Agreement.

• No restraint on trade. Nothing here restricts Tester from engaging in any lawful profession, trade or business, or from working for, instructing at, or testing software for any other person or company, during or after this Agreement. Consistent with California Business and Professions Code §16600, any provision that would do so is void.

• Protected disclosures. Nothing here prevents Tester from disclosing information about unlawful acts, harassment, discrimination, or conduct Tester reasonably believes to be unlawful or unsafe, to any government agency, regulator (including the Federal Aviation Administration), law enforcement body, or attorney, or from responding truthfully to lawful process. Tester need not notify Company first.

• Aviation safety. Nothing here prevents Tester from disclosing anything Tester reasonably believes necessary for the safety of a flight, an aircraft, a student, or any person.

• Required by law. Tester may disclose Confidential Information where required by law or court order, giving Company reasonable prior notice where lawfully permitted.

7. Defend Trade Secrets Act notice — 18 U.S.C. §1833(b)

Immunity. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) 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 such filing is made under seal.

Use in an anti-retaliation lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

8. Feedback

Tester hereby assigns to Company all right, title and interest in and to any suggestion, idea, defect report, improvement or comment Tester gives Company about PAVE ("Feedback"), and any intellectual property rights in it. Company may use Feedback for any purpose without obligation, attribution or payment.

This assignment is limited to Feedback about PAVE. It does not reach anything else Tester creates, including:

• any invention Tester develops entirely on Tester's own time, without using Company's equipment, supplies, facilities or Confidential Information, that does not relate to Company's business or to Company's actual or demonstrably anticipated research or development, and that does not result from work performed for Company; or
• Tester's own teaching materials, syllabi, checklists, forms or methods.

9. Term, survival, and the end of secrecy

• Access begins on the Effective Date and continues until the earlier of (i) 31 December 2026, or (ii) either party ending it on written notice. Either party may end participation at any time, for any reason.

• Confidentiality obligations continue until the earlier of (i) the date the information ceases to be Confidential Information under §3, or (ii) three (3) years after the Effective Date.

• This Agreement does not require silence for life. On the date PAVE is released publicly, everything released is outside §2 by operation of §3(e).

10. Return or destruction

Within ten (10) days of the end of access, Tester shall, on Company's written request:

• delete pre-release builds of the application from Tester's devices;
• delete Company-supplied documentation, bug logs and test materials;
• clear browser storage holding pre-release application data; and
• confirm in writing that Tester has done so.

This obligation does not apply to, and Tester shall not be asked to delete:

• Tester's own students' training records, endorsements, or logbook data, including records that 14 CFR §61.189 requires Tester to retain;
• any export of those records; or
• any publicly released copy of the application.

11. Remedies

• Company's remedy for breach is its actual, proven damages, or Tester's unjust enrichment, together with any equitable relief a court considers appropriate.
• There are no liquidated damages, penalties or fixed fines under this Agreement, and none shall be implied.
• Nothing here limits either party's rights under the Defend Trade Secrets Act or the California Uniform Trade Secrets Act.

12. No licence, no warranty

• Confidential Information is provided as is, for evaluation. Company makes no warranty of any kind about the pre-release build, and it must not be relied upon as the sole record of anything a regulation requires Tester to keep. The pilot logbook and the instructor's records remain the records of record.
• No licence to any Company intellectual property is granted except the limited right of use in §4.

13. General

• Governing law: California. Venue in El Dorado County, California.
• Severability: if any provision is unenforceable, it is limited or severed to the minimum extent necessary and the rest remains in force.
• Entire agreement: this Agreement, together with the notice displayed in the application, is the entire agreement about its subject. If the two conflict, the more protective of Tester's own records controls.
• No assignment by Tester without Company's written consent.
• Amendment in writing only. A new version does not apply retroactively to information already disclosed under an earlier one.
• Electronic signature is effective. Notices to Company at hello@pavecfi.com.

COMPANY

Alles Company

By: ______________________ Name: ______________________ Date: ____________

TESTER

By: ______________________ Name: ______________________ Date: ____________

Certificate number: ______________________