This Preview Program Software License Agreement (this “Agreement”) is entered into as of [Effective Date] by and between Mike Garza dba “SqlScrub.com”, a sole proprietor with its principal place of business in Downers Grove, IL (“Company”), and the individual submitting the access request (“Participant”).

1. Definitions

1.1 “Software” means Company’s pre-release, preview, beta, evaluation, or otherwise non-production software platform, including any related components, features, tools, SDKs, APIs, or sample code made available by Company to Participant under this Agreement, and any updates or modifications that Company may provide.

1.2 “Documentation” means user guides, release notes, instructions, and materials that accompany the Software.

1.3 “Preview Program” means Company’s limited, pre-release evaluation program under which Participant may access and use the Software during the Preview Period.

1.4 “Preview Period” means the period beginning on the Effective Date and ending on the earlier of (a) [Date]; (b) Company’s written notice of termination; or (c) Participant’s termination under Section 11.

1.5 “Feedback” means any suggestions, ideas, requests, recommendations, comments, or other feedback that Participant provides to Company related to the Software or Documentation.

2. License Grant; No Fees

2.1 Evaluation License. Subject to this Agreement, Company grants Participant a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Software and Documentation for internal evaluation, testing, and production use during the Preview Period (“Evaluation License”).

2.2 No Fees During Preview. Company will make the Software available to Participant at no charge during the Preview Period.

2.3 No Perpetual or Exclusive Rights. The Evaluation License is temporary and does not grant any perpetual or exclusive rights to the Software or any Company technology. All rights not expressly granted are reserved by Company.

3. Restrictions

3.1 Use Limits. Participant will not: (a) reverse engineer, decompile, disassemble, or attempt to derive the Software’s source code except to the extent such restriction is prohibited by law; (b) copy, modify, translate, or create derivative works of the Software (except as expressly permitted in writing by Company); (c) rent, lease, sell, sublicense, assign, distribute, or otherwise transfer any rights in the Software; (d) remove or alter proprietary notices; (e) publish or disclose performance or benchmarking results without Company’s prior written consent; or (f) use the Software in violation of applicable laws, including export controls and sanctions.

4. Ownership; Feedback; Enhancements

4.1 Company Ownership. As between the Parties, Company and its licensors exclusively own and will continue to own all rights, title, and interest in and to the Software, Documentation, and all related intellectual property and proprietary rights, including all copies, modifications, enhancements, and derivative works thereof, regardless of by whom created.

4.2 Feedback and Improvements. Participant hereby assigns (and agrees to assign) to Company all rights, title, and interest in and to any Feedback and any enhancements, modifications, improvements, or derivative works to or of the Software that are conceived, created, suggested, or reduced to practice by or for Participant (alone or jointly) in connection with or arising from the Preview Program (collectively, “Improvements”). To the extent any assignment is ineffective, Participant grants Company a perpetual, irrevocable, worldwide, exclusive, fully paid-up, royalty-free license (with the right to sublicense) to exploit the Feedback and Improvements in any manner. Where permitted by law, Participant waives any moral rights in Feedback and Improvements.

4.3 No Rights Implied. Except for the Evaluation License, this Agreement does not grant Participant any rights—by implication, estoppel, or otherwise—to the Software, Documentation, or any Company intellectual property.

5. Confidentiality

5.1 Confidential Information. “Confidential Information” means all non-public information disclosed by Company to Participant (whether oral, written, or electronic) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Software, Documentation, roadmaps, pricing, business plans, and metrics.

5.2 Obligations. Participant will (a) use Company’s Confidential Information solely to evaluate the Software during the Preview Period; (b) not disclose it to any third party except to its employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) protect it with at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care.

5.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by Participant; (b) was rightfully known by Participant without confidentiality obligations before receipt; (c) is independently developed by Participant without use of or reference to Company’s Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.

5.4 Compelled Disclosure. Participant may disclose Confidential Information when required by law or court order, provided it (if legally permitted) gives Company prompt notice and reasonable assistance to seek protective treatment.

5.5 Duration. The confidentiality obligations in this Section 5 survive for five (5) years from disclosure; trade secrets survive as long as they remain trade secrets.