XO Private Pilot Evaluation and Confidentiality Agreement

1. Eligibility and electronic agreement

Participant confirms that they are at least 18 years old, are using the Modoto account associated with the invitation, and have authority to enter this agreement. Participant agrees to conduct this transaction electronically and intends the typed signature submitted through the XO access page to be an electronic signature. Modoto records the account, document version and hash, affirmative acknowledgements, signature text, and acceptance time as evidence of the transaction.

2. Limited private-pilot license

Subject to this agreement and the current Modoto Terms of Service, XO Terms & Community Rules, and Privacy Policy, Modoto grants Participant a personal, revocable, non-exclusive, non-transferable license to access the Pilot solely to evaluate it and provide feedback. The invitation and account may not be sold, transferred, shared, sublicensed, or used for another person.

The Pilot is pre-release. Features, data, availability, requirements, and access may change or be removed at any time. Participation does not guarantee future access, employment, compensation, ownership, credit, or commercial availability.

3. Confidential information

“Confidential Information” means nonpublic information disclosed through or about the Pilot, including unreleased designs, interfaces, features, workflows, data models, taxonomies, source or object code, technical behavior, security measures, documentation, screenshots, recordings, credentials, test data, business plans, pricing, launch plans, and nonpublic information about users or contributors.

Confidential Information does not include information Participant can document: (a) was lawfully known without a confidentiality duty before disclosure; (b) becomes public without Participant’s breach; (c) is received lawfully from a third party without a confidentiality duty; or (d) is independently developed without use of the Confidential Information.

If disclosure is legally required, Participant will, to the extent legally permitted, give Modoto prompt notice and disclose only what is legally required.

4. Confidentiality and handling duties

Participant will use Confidential Information only for the permitted evaluation, protect it with reasonable care, and not disclose it to another person without Modoto’s prior written permission. Without limiting that duty, Participant will not publicly post, stream, demonstrate, publish, distribute, or privately forward Pilot screenshots, recordings, exports, documents, links, credentials, or detailed descriptions.

Participant will keep account credentials secure, use only their own invited account, promptly report suspected compromise, and avoid entering sensitive personal information, regulated data, confidential third-party material, or content Participant lacks permission to use.

5. Prohibited actions

Except to the extent a restriction is prohibited by applicable law, Participant will not:

• copy, reproduce, republish, sell, sublicense, commercialize, or create a substitute service from Confidential Information;
• reverse engineer, decompile, disassemble, probe, map, or attempt to derive nonpublic source code, models, schemas, prompts, algorithms, or security controls;
• scrape, crawl, enumerate, benchmark for publication, use automated agents against, or extract datasets from the Pilot without written authorization;
• bypass access controls, watermarks, rate limits, permissions, authentication, logging, or other safeguards;
• test another user’s account, access data outside Participant’s authorization, introduce malware, disrupt service, or exploit a vulnerability beyond the minimum necessary to confirm and report it safely;
• use the Pilot or Confidential Information to infringe rights, violate law, harass others, or train or improve a competing product or model.

6. Security reporting

Participant will report suspected vulnerabilities, unintended data exposure, unauthorized access, or lost credentials promptly through the Modoto contact page. Participant will provide enough detail for investigation, avoid accessing unnecessary data, preserve relevant evidence, stop testing when continued activity could cause harm, and keep the issue confidential while Modoto investigates and remediates it. This agreement does not authorize security testing beyond ordinary use of the Pilot.

7. Monitoring, logging, and individualized watermark

Participant understands that Modoto may log authentication, access, policy acceptance, administrative actions, security events, and ordinary service telemetry for security, auditing, troubleshooting, abuse prevention, and Pilot operation. Pilot pages may display an individualized watermark tied to Participant’s account and the signed document version. Participant will not remove or obscure it.

Modoto’s collection and use of personal information remains subject to the Privacy Policy.

8. Ownership and feedback

Modoto and its licensors retain all rights in XO, the Pilot, and Modoto Confidential Information. No ownership or implied license is transferred except the limited evaluation license stated above. Participant retains ownership of Participant’s pre-existing materials and original content, subject to the licenses in the applicable platform terms.

If Participant voluntarily provides ideas, suggestions, bug reports, or other feedback about XO, Participant grants Modoto a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, display, perform, commercialize, and otherwise exploit that feedback without restriction or obligation. Participant will not submit feedback that Participant does not have the right to license.

9. Suspension, termination, and deletion

Modoto may suspend or terminate Pilot access at any time, including for security, legal, operational, capacity, or policy reasons. Participant may stop participating at any time. Upon expiration, revocation, or request, Participant will immediately stop accessing the Pilot and, within ten days, permanently delete Confidential Information in Participant’s possession or control, except for one archival copy retained only if legally required.

Sections concerning confidentiality, prohibited use, security reporting, ownership, feedback, deletion, disclaimers, liability, and dispute terms survive termination to the extent their nature requires. Confidentiality duties continue until the information qualifies for an exclusion in Section 3.

10. Pre-release disclaimer and responsibility

To the maximum extent permitted by law, the Pilot is provided “as is” and “as available,” without warranties of uninterrupted operation, accuracy, security, fitness for a particular purpose, merchantability, or noninfringement. Participant is responsible for keeping independent copies of anything important and should not rely on the Pilot for emergencies, safety-critical activity, regulated records, or sole storage.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages arising from the Pilot. Modoto’s aggregate liability arising from the Pilot or this agreement will not exceed one hundred U.S. dollars. These limitations do not exclude liability that cannot legally be limited and do not apply to a party’s fraud, willful misconduct, gross negligence, infringement or misappropriation of the other party’s intellectual-property rights, or breach of confidentiality obligations.

12. General terms

This agreement, together with the incorporated current platform policies, is the complete agreement about the private Pilot and supersedes prior discussions on that subject. A waiver must be explicit and does not waive later enforcement. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue. Participant may not assign this agreement; Modoto may assign it as part of a reorganization, financing, merger, sale, or transfer of the Pilot or business.

Washington law governs, without regard to conflict-of-law rules. Any dispute not resolved informally will be brought in a state or federal court with proper jurisdiction in Washington, and each party consents to that court’s personal jurisdiction. Nothing here prevents either party from seeking urgent injunctive or equitable relief to prevent unauthorized disclosure, misuse, or security harm.

13. Contact

Questions, withdrawal requests, security reports, and notices may be submitted through the Modoto Studios contact page. A separate written amendment signed by both parties is required to change this agreement for an individual Participant.