Effective May 1, 2026
This Beta Testing Agreement governs your access to and use of Trellis beta software during the Beta Period. Please read it in full.
This Beta Testing Agreement (“Agreement”) constitutes a binding agreement made between Trellis Corporation (“Trellis”) and you (“you” or “Customer”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
“Software” means the software made available by Trellis as further described in Schedule A.
“Documentation” means the written or electronic documentation, including user manuals, reference materials, installation manuals and/or release notes if any that is made available with the Software.
“Beta Period” means the period of time, as set forth in Schedule A, that Customer is permitted by Trellis to evaluate the Software.
“Quote” means the applicable quote, order form, or other ordering document issued by Trellis and accepted by Customer, including through HubSpot, that sets out the Software, Beta Period, fees, payment terms, and other order-specific or commercial terms applicable to Customer’s use of the Software.
Grant of License. Subject to the terms and conditions of this Agreement, Trellis agrees to provide Customer with a non-exclusive, non-transferable, non-sublicensable license to the Software and Documentation for the Beta Period for its own business purposes.
Reservation of Rights. Trellis and its licensors shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and all other intellectual property rights), in and to the Software and Documentation. No rights are granted to Customer pursuant to this Agreement other than as expressly set forth in this Agreement.
Restrictions. Customer shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software or Documentation; (b) circumvent any user limits or other license timing or use restrictions that are built into the Software; (c) sell, rent, lend, transfer, distribute, license, or grant any rights in the Software or Documentation in any form to any person without the written consent of Trellis; (d) remove any proprietary notices, labels, or marks from the Software or Documentation; (e) unbundle any component of the Software; or (f) copy or use any ideas, features, functions or graphics of the Software or Documentation to build a product or service that is competitive with the Software.
Feedback. Customer agrees as part of the beta test program to provide feedback and suggestions to Trellis on the performance and use of the Software (“Feedback”). Trellis is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. All Feedback is and will be treated as non-confidential. Customer hereby assigns to Trellis, on behalf of its employees, contractors, and/or agents, all right, title, and interest in the Feedback. Trellis is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Trellis is not required to use any Feedback.
Customer Data. As between Customer and Trellis, any data that is uploaded into the Software by Customer (“Customer Data”) will be owned by Customer, to the extent permitted by applicable law. During the Beta Period, Customer grants to Trellis a non-exclusive, non-transferable, non-sublicensable license to use the Customer Data to provide the Software pursuant to this Agreement.
Outputs. As between Customer and Trellis, all data that is derived, created, engineered, generated by the Software (“Outputs”) will be owned by Trellis, to the extent permitted by applicable law. Customer hereby assigns to Trellis all right, title, and interest to the Outputs.
Definition of Confidential Information. As used in this Agreement, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Software and Documentation, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose other than for the activities contemplated by this Agreement, except with the Disclosing Party’s prior written permission. For greater certainty, Customer shall not disclose any performance, functionality, benchmarking, or feature-related information about the Software.
Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
Customer shall pay the fees for the Software as set out in the Quote. Unless otherwise stated in the Quote, all fees are non-cancellable, non-refundable, exclusive of applicable taxes, and payable in accordance with the payment terms set out in the Quote.
Subject to earlier termination as provided below, this Agreement is for the Beta Period as specified in Schedule A.
Trellis may terminate this Agreement for convenience at any time with immediate effect, at its sole discretion, upon providing notice to Customer.
In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Disclaimer. THE SOFTWARE PROVIDED BY TRELLIS UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. TRELLIS MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Customer agrees to indemnify, defend, and hold harmless Trellis, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees and costs, arising out of or in connection with: (i) Customer’s use or misuse of the Software; (ii) any breach of this Agreement by Customer, including any unauthorized disclosure of Confidential Information; (iii) Customer’s violation of applicable laws or regulations; (iv) any claim that Customer’s data, content, or other materials provided in connection with the Software infringe or otherwise violate the intellectual property, privacy, or other rights of a third party; and (v) any other act or omission by Customer in connection with this Agreement.
Exclusion of Consequential and Related Damages. IN NO EVENT SHALL TRELLIS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TRELLIS’ LIABILITY, IN THE AGGREGATE, EXCEED $100 CAD.
Artificial Intelligence. Given the inherent characteristics of generative artificial intelligence and machine learning technologies, Customer’s use of the Software may, in some situations, result in Outputs that deviates from factual information, or may be incomplete, outdated, biased, or otherwise inaccurate. It is Customer’s responsibility to conduct extensive and responsible testing of the Software, including efforts to evaluate and challenge the effectiveness of any controls or guardrails, to ensure the Outputs meets Customer’s accuracy, safety, and appropriateness requirements. Customer is responsible for informing any end users interacting with the Software of the inherent risks associated with AI-generated responses.
Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the fifth business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email.
Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated in this Agreement, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
Assignment. Customer may not assign this Agreement or give or transfer the Software or Documentation or any interest in them to any other individual or entity.
Governing Law. This Agreement and any disputes arising under it shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Province of Ontario, and the parties hereby consent to the personal jurisdiction and venue of such courts. No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
Entire Agreement. This Agreement, including Schedule A, the Quote, and Trellis’ Platform Terms of Use constitute the entire agreement between the parties with respect to Customer’s access to and use of the Software during the Beta Period, and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted, except to the extent modified by the Quote.
In the event of any conflict or inconsistency between these documents, the following order of precedence shall apply: (1) the Quote; (2) this Agreement, including Schedule A; and (3) Trellis’ Platform Terms of Use.
For clarity, the Quote shall control with respect to the Software being provided, Beta Period, fees, billing frequency, payment terms, discounts, commercial terms, and other order-specific terms. This Agreement shall control with respect to beta-specific legal terms, including beta access, feedback, confidentiality, AI-related disclaimers, warranty disclaimers, indemnities, limitations of liability, and termination, unless expressly modified by the Quote. Trellis’ Platform Terms of Use shall apply to Customer’s use of the Software except to the extent inconsistent with the Quote or this Agreement.
Counterparts. This Agreement may be executed by facsimile and in counterparts, which taken together shall form one legal instrument.
Software, Beta Period, Fees, and Commercial Terms
The Software, Beta Period, fees, billing frequency, payment terms, discounts, and other order-specific or commercial terms applicable to Customer’s use of the Software shall be as set out in the applicable quote, order form, or other ordering document issued by Trellis and accepted by Customer, including through HubSpot, as applicable (the “Quote”).
In the event of any conflict or inconsistency between this Agreement, this Schedule A, the Quote, and Trellis’ Platform Terms of Use, the following order of precedence shall apply: (1) the Quote; (2) this Agreement, including this Schedule A; and (3) Trellis’ Platform Terms of Use.
For clarity, the Quote shall control with respect to the Software being provided, Beta Period, fees, billing frequency, payment terms, discounts, commercial terms, and other order-specific terms.