Beta Test Agreement

Nexture AI, Inc.

Effective Date: February 15, 2026

This document was last reviewed and updated on the effective date above.

This Beta Test Agreement ("Agreement") is made and entered into as of the Effective Date by and between:

(1) Nexture AI, Inc., a Delaware corporation, with its principal place of business at 1521 Alton Rd. PMB 106, Miami Beach, FL 33139, United States ("Nexture AI" or "Company"); and

(2) You, the individual or entity that has been invited to participate in the beta testing program and has accepted this Agreement ("Tester").

Nexture AI and Tester are hereinafter collectively referred to as "Parties" and individually as "Party."

WHEREAS, Nexture AI is developing an innovative AI-powered platform designed for insurance brokers and buyers (the "Service"); WHEREAS, Nexture AI desires to obtain the benefit of Tester's expertise in evaluating the Beta Software (as defined below); and WHEREAS, Tester desires to test and evaluate the Beta Software subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Definitions

1.1. "Agreement" means this Beta Test Agreement, including any exhibits or addenda.

1.2. "Beta Software" means the Nexture AI software, platform, user interface, features, functionality, documentation, and any related materials, in its current pre-release, experimental, and unfinished state, provided to Tester for evaluation under this Agreement. This includes the AI models and algorithms, and their outputs.

1.3. "Confidential Information" means any non-public information disclosed by one Party to the other Party, whether directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as confidential or which, by the nature of the circumstances surrounding disclosure, ought to be treated as confidential. This includes, but is not limited to, the Beta Software itself, its features, functionality, performance, pricing (if discussed), security vulnerabilities, trade secrets, intellectual property, business plans, and Test Data.

1.4. "Effective Date" means the date set forth above.

1.5. "Feedback" means any and all suggestions, comments, bug reports, improvements, ideas, feature requests, or other feedback, whether oral or written, provided by Tester to Nexture AI relating to the Beta Software or the Service.

1.6. "GLBA" means the Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801 et seq.) and its implementing regulations.

1.7. "Nonpublic Personal Information" or "NPI" has the meaning set forth in the GLBA and its implementing regulations.

1.8. "Test Data" means any data, documents, files (including insurance policies, binders, quotes, endorsements), NPI, Personal Information, or other content uploaded, entered, or otherwise provided by Tester into the Beta Software during the Beta Test Period.

1.9. "Beta Test Period" means the period commencing on the Effective Date and continuing for ninety (90) days, or until terminated earlier as provided herein. Nexture AI may extend the Beta Test Period by providing written notice to Tester.

2. License to Use Beta Software

2.1. Grant of License: Subject to the terms and conditions of this Agreement, Nexture AI hereby grants Tester a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited license to use the Beta Software solely for the purpose of internal testing and evaluation during the Beta Test Period.

2.2. No Production Use: Tester explicitly acknowledges and agrees that the Beta Software is for evaluation purposes only and shall not be used for any live, production, mission-critical, or commercial purposes, including but not limited to serving actual clients, making binding business decisions, or fulfilling regulatory obligations. Any use of the Beta Software in a production environment or for commercial purposes by Tester is at Tester's sole risk and liability, and Nexture AI expressly disclaims all responsibility for such use.

2.3. Restrictions: Tester shall not (and shall not permit any third party to):

• copy, modify, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Beta Software;
• rent, lease, distribute, sell, assign, or otherwise transfer rights to the Beta Software;
• remove any proprietary notices or labels on the Beta Software;
• use the Beta Software for any unlawful purpose; or
• use the Beta Software to create a competitive product or service.

3. Test Data & Responsibilities

3.1. Tester's Responsibility for Test Data:

• Accuracy & Legality: Tester represents and warrants that all Test Data provided to Nexture AI is accurate, lawful, and that Tester has all necessary rights, licenses, and consents to provide such Test Data to Nexture AI for processing under this Agreement.
• NPI & GLBA Compliance: If Tester is an insurance broker or firm, Tester represents and warrants that it has obtained all necessary legal bases, consents, authorizations, and rights from its clients to upload, process, and use their NPI and Personal Information on the Beta Software during the Beta Test Period. Tester acknowledges and agrees that it remains solely responsible for complying with all applicable federal, state, and local laws, regulations, and ethical standards governing its profession, including but not limited to GLBA and state-specific insurance regulations regarding client data privacy and professional conduct.
• Prohibition of Highly Sensitive Data: Tester expressly agrees not to upload, post, or transmit any Test Data that contains highly sensitive personal information, including but not limited to Social Security Numbers (SSNs), beyond what is strictly necessary and explicitly provided for in standard Property & Casualty insurance documentation. Nexture AI expressly disclaims all liability, damages, and responsibilities for the security, protection, or any unauthorized access, use, or disclosure of SSNs uploaded in violation of this Agreement.

3.2. Nexture AI's Handling of Test Data:

• Confidentiality: Nexture AI agrees to treat all Test Data as Confidential Information and will not disclose it to any third party except as necessary to provide the Beta Software (e.g., to AWS, OCR provider, LLM provider, as specified in our Privacy Policy), or as required by law.
• Security: Nexture AI will implement commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Test Data consistent with its general Security Statement. However, Tester acknowledges that the Beta Software is experimental, and its security measures may not be as robust as a production system.
• AI Improvement (Anonymized/Pseudonymized): Tester acknowledges and agrees that Nexture AI may use anonymized or pseudonymized versions of Test Data (stripped of direct identifiers that could reasonably link back to an individual or entity) and Tester's interactions with the Beta Software for the sole purpose of improving and developing Nexture AI's AI models and features. Nexture AI will ensure this use explicitly excludes any attempt to re-identify the data. Tester may opt out of this specific use of anonymized/pseudonymized data as described in Nexture AI's Privacy Policy.
• No Monitoring: Nexture AI is not obligated to monitor Test Data for compliance with laws or the contents of this Agreement.

3.3. AI Output Disclaimers: Tester acknowledges that all AI-generated outputs (summaries, comparisons, chatbot responses) from the Beta Software are for informational and experimental purposes only, do not constitute professional advice, and are subject to the limitations of AI technology, including the potential for errors, inaccuracies, or "hallucinations." Tester is solely responsible for verifying all AI-generated outputs.

4. Confidentiality

4.1. Obligation: Each Party agrees to keep the other Party's Confidential Information strictly confidential and not to disclose it to any third party without the disclosing Party's prior written consent, nor to use it for any purpose other than fulfilling its obligations under this Agreement.

4.2. Beta Software as Confidential Information: Tester specifically acknowledges that the Beta Software, its features, functionality, bugs, performance characteristics, and any related documentation or discussions are the Confidential Information of Nexture AI.

4.3. Exceptions: Confidential Information does not include information that:

• is or becomes publicly known without breach of this Agreement;
• was known to the receiving Party prior to its disclosure by the disclosing Party;
• is received from a third party without breach of any confidentiality obligation; or
• is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

4.4. Required Disclosure: If required by law, a Party may disclose the other Party's Confidential Information, provided that it gives the other Party prompt notice (if legally permissible) so that the other Party may seek a protective order or other appropriate remedy.

5. Feedback

Tester agrees to provide honest and timely Feedback to Nexture AI regarding the Beta Software, including reporting any bugs, errors, or suggestions for improvements. Tester acknowledges and agrees that:

• All Feedback is the sole and exclusive property of Nexture AI.
• Tester hereby irrevocably assigns to Nexture AI all right, title, and interest in and to any Feedback, including all intellectual property rights therein.
• Nexture AI may use, disclose, reproduce, license, or otherwise exploit the Feedback without any obligation or compensation to Tester.

6. No Warranties / "AS IS"

6.1. EXPERIMENTAL NATURE: TESTER ACKNOWLEDGES THAT THE BETA SOFTWARE IS EXPERIMENTAL, IS IN AN EARLY STAGE OF DEVELOPMENT, AND HAS NOT BEEN FULLY TESTED. THE BETA SOFTWARE MAY CONTAIN BUGS, ERRORS, DEFECTS, OR OTHER PROBLEMS, AND MAY NOT OPERATE AS INTENDED.

6.2. "AS IS" / "AS AVAILABLE": THE BETA SOFTWARE IS PROVIDED TO TESTER "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEXTURE AI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

6.3. NO GUARANTEES: NEXTURE AI MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE UPTIME, AVAILABILITY, RELIABILITY, PERFORMANCE, SECURITY, OR ACCURACY OF THE BETA SOFTWARE OR ANY AI-GENERATED OUTPUTS. NEXTURE AI DOES NOT GUARANTEE THAT THE BETA SOFTWARE WILL MEET TESTER'S REQUIREMENTS, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.

6.4. NO PROFESSIONAL ADVICE: NEXTURE AI EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE BETA SOFTWARE OR ITS AI OUTPUTS CONSTITUTE PROFESSIONAL INSURANCE, LEGAL, OR FINANCIAL ADVICE.

7. Limitation of Liability

7.1. NO LIABILITY FOR BETA SOFTWARE: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXTURE AI, INC., ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE BETA SOFTWARE OR ANY AI-GENERATED OUTPUTS, OR ARISING FROM ANY TEST DATA. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY LOSS OR DAMAGE ARISING FROM TESTER'S USE OF THE BETA SOFTWARE IN A PRODUCTION ENVIRONMENT OR FOR COMMERCIAL PURPOSES.

7.2. CAP ON LIABILITY: IN NO EVENT SHALL NEXTURE AI, INC.'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE BETA SOFTWARE EXCEED ONE HUNDRED DOLLARS ($100.00).

7.3. EXCLUSIONS: THESE LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD ON THE PART OF NEXTURE AI, INC., TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED BY APPLICABLE LAW.

8. Indemnification

Tester agrees to defend, indemnify, and hold harmless Nexture AI, Inc. and its affiliates, agents, officers, employees, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

• Tester's use of or access to the Beta Software, including any AI-generated output.
• Any Test Data uploaded by Tester.
• Any breach by Tester of any term of this Agreement, including without limitation Tester's breach of any of the representations and warranties herein (e.g., unauthorized upload of SSNs, failure to obtain client consent).
• Tester's violation of any applicable law, rule, or regulation, including Tester's GLBA obligations or state insurance regulations.
• Any claim that Tester's content caused damage to a third-party, particularly claims brought by Tester's clients related to Tester's use of the Beta Software.

9. Term and Termination

9.1. Term: This Agreement shall commence on the Effective Date and remain in effect for the Beta Test Period, unless terminated earlier as provided herein.

9.2. Termination for Convenience: Either Party may terminate this Agreement at any time, for any reason or no reason, upon written notice to the other Party.

9.3. Termination for Cause: Nexture AI may terminate this Agreement immediately upon written notice if Tester breaches any provision of this Agreement.

9.4. Effect of Termination: Upon termination of this Agreement:

• Tester's license to use the Beta Software shall immediately cease.
• Tester shall immediately cease all use of the Beta Software and, upon Nexture AI's request, destroy or return all copies of the Beta Software and Confidential Information.
• Nexture AI will delete Test Data in accordance with its Privacy Policy and data retention procedures for beta testing, subject to legal and regulatory requirements and any anonymized/pseudonymized data retained for AI improvement as per Section 3.2(c).
• Sections 1, 3.2(c), 3.3, 4, 5, 6, 7, 8, 9.4, 10, 11, and 12 shall survive the termination of this Agreement.

10. Data Security during Beta

Nexture AI will maintain appropriate technical and organizational measures to protect Test Data, consistent with its Security Statement. However, Tester acknowledges that due to the experimental nature of the Beta Software, some security features may be in development, and Tester agrees to promptly report any security vulnerabilities discovered.

11. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement that is not subject to binding arbitration (if separately agreed upon) shall be brought exclusively in the state or federal courts located in the State of Delaware, and Tester hereby consents to the personal jurisdiction and venue therein.

12. General Provisions

12.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

12.2. Amendments: No amendment to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties.

12.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

12.4. No Waiver: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Nexture AI's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

12.5. Assignment: Tester may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Nexture AI. Nexture AI may assign this Agreement without Tester's consent.

12.6. Notices: All notices under this Agreement shall be in writing and sent to the addresses listed above, or to admin@nextureai.com for Nexture AI, and shall be deemed given when received.