"By creating an account using your invite code and accepting this Agreement during signup, you acknowledge that you have read, understood, and agree to be bound by all terms herein."
This Beta Tester Non-Disclosure & Confidentiality Agreement ("Agreement") is effective as of the date of your account creation on the DYALR platform ("Effective Date") and is entered into between:
Purpose & Beta Program
DYALR is providing you with privileged early access to the DYALR platform — an AI-powered golf training program generator currently in active development (the "Beta Offering"). The purpose of this beta program is to allow you to evaluate the Beta Offering and provide feedback to DYALR prior to commercial release (the "Purpose").
Beta Disclaimer
You acknowledge that the Beta Offering: (a) is not complete in development and has not been commercially released; (b) may contain bugs, errors, design flaws, or other problems; (c) may not be fully functional, reliable, or available at all times; (d) may be modified, updated, or discontinued at any time without prior notice. DYALR does not offer any service level agreement and is not obligated to provide maintenance, technical support, or continued access during the beta period.
Definition of Confidential Information
"Confidential Information" means any non-public information concerning DYALR's business, technology, and beta program, including but not limited to:
- The platform's user interface, screens, dashboards, and generated training programs
- The underlying genetic algorithm, data structures, optimization methods, and scoring logic
- Product roadmap, development plans, feature pipeline, and pricing strategy
- System architecture, source code, database schemas, and infrastructure details
- Performance data, analytics, user metrics, and operational information
- The existence and content of this Agreement
- Any information designated as confidential or that a reasonable person would understand to be confidential
Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of yours; (b) was lawfully known to you prior to disclosure by DYALR, supported by documented evidence; (c) is lawfully received from a third party without restriction; or (d) is independently developed by you without use of or reference to DYALR's Confidential Information.
Confidentiality Obligations
As a Beta Tester, you agree to the following obligations, which survive for a period of three (3) years from the Effective Date:
Binding Obligations
- Non-DisclosureYou shall keep all Confidential Information strictly confidential and shall not directly or indirectly disclose, share, or make available any Confidential Information to any third party, whether publicly or privately.
- No Screenshots or RecordingsYou may not capture, record, photograph, screen-record, or otherwise reproduce any part of the DYALR interface, generated programs, analytics dashboards, drill libraries, or algorithm outputs — unless you have obtained prior written approval from DYALR at support@dyalr.com.
- No Sharing of AccessYou may not share your login credentials, invite code, generated training programs, or any platform content with any third party.
- No Reverse EngineeringYou may not decompile, disassemble, reverse-engineer, or attempt to derive the source code, algorithms, data structures, or methodologies used by DYALR.
- No Public DiscussionYou may not publicly discuss, review, or disclose details about DYALR's features, performance, methodology, or user experience on social media, forums, blogs, or any public platform without prior written consent from DYALR at support@dyalr.com.
Security Measures
You shall establish and maintain reasonable security measures to safeguard Confidential Information from unauthorized access or use, using at least the same degree of care you apply to your own confidential information of similar sensitivity.
Breach Notification
If you become aware of or suspect any unauthorized disclosure or use of Confidential Information, you must notify DYALR immediately at support@dyalr.com and take reasonable measures to mitigate the effects.
Non-Compete
For a period of twelve (12) months following your last use of the DYALR platform, you may not develop, launch, fund, or contribute to any product, service, or application that substantially replicates DYALR's core functionality — specifically, algorithmically generated golf training plans using genetic or evolutionary optimization.
Jurisdictional Notice: You acknowledge that the enforceability of non-compete provisions varies by jurisdiction. In jurisdictions where non-compete clauses are unenforceable or void (including but not limited to the State of California, USA, per Bus. & Prof. Code § 16600), this Section 4 shall be deemed severed, and all remaining provisions of this Agreement — including the confidentiality and non-disclosure obligations in Section 3 — shall remain in full force and effect. The obligations in Section 3 are independent of and shall survive regardless of the enforceability of this Section 4.
Intellectual Property & Feedback
DYALR retains all legal right, title, and interest in and to the platform, the Beta Offering, the underlying algorithm, and all associated intellectual property rights. No license or right is granted to you beyond the limited right to access the Beta Offering for the Purpose during the beta period.
Feedback & IP Assignment
Any feedback, suggestions, bug reports, feature requests, ideas, or other input you provide to DYALR during the beta period ("Feedback") shall become the sole and exclusive property of DYALR. You hereby irrevocably assign to DYALR all rights, title, and interest in any Feedback, including all intellectual property rights. DYALR shall have the unrestricted right to use, modify, incorporate, or distribute such Feedback without attribution, compensation, or further obligation to you.
Disclaimer of Warranties
THE BETA OFFERING IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. DYALR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
While the algorithm is built on professional coaching principles, DYALR makes no representations regarding specific results, handicap improvements, or the absolute accuracy of generated program timings.
Limitation of Liability
In no event shall DYALR or Giulio Castagnara be liable for any direct, indirect, incidental, special, consequential, or exemplary damages — including, without limitation, physical injury during training, loss of data, or loss of profits — arising out of or in connection with the Beta Offering or this Agreement.
You acknowledge that the Beta Offering may result in unexpected results, loss of content or data, or other unpredictable outcomes, and you assume all risk associated with your use of the Beta Offering.
Term & Termination
This Agreement becomes effective on the Effective Date and continues until terminated. Confidentiality obligations survive for three (3) years from the Effective Date.
DYALR may terminate this Agreement and your access at any time, with or without cause. You may terminate by ceasing use and notifying DYALR at support@dyalr.com.
Upon termination, you shall immediately cease use of the Beta Offering and destroy all copies of Confidential Information in your possession. Sections 2, 3, 4, 5, 6, 7, and 9 survive termination.
Breach & Remedies
Any violation of the Confidentiality or Non-Compete provisions may result in:
- Immediate termination of your access to the Beta Offering
- Permanent deletion of your account and all associated data
- Pursuit of legal remedies including injunctive relief and damages under Italian and applicable international law
You acknowledge that monetary damages alone may be insufficient to remedy a breach of this Agreement, and that DYALR is entitled to seek equitable relief, including injunctions and specific performance, in addition to any other remedies available at law.
Governing Law & Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Italy. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Italy.
Notwithstanding the foregoing, DYALR retains the right to seek injunctive or equitable relief in any court of competent jurisdiction worldwide to protect Confidential Information and intellectual property rights.
If you are a resident of the United States, nothing in this Agreement excludes or limits any rights you may have under mandatory consumer protection laws in your state of residence that cannot be waived by contract.
General Provisions
Entire Agreement
This Agreement, together with the Terms & Conditions and Privacy Policy, constitutes the entire agreement between you and DYALR with respect to the beta program.
Severability
If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary. If not possible, it shall be deemed deleted without affecting remaining provisions.
No Waiver
DYALR's failure to enforce any right under this Agreement shall not constitute a waiver of that or any other right.
Assignment
You may not assign or transfer your rights or obligations under this Agreement without DYALR's prior written consent.
No Agency
Nothing in this Agreement creates any agency, partnership, or joint venture relationship between you and DYALR.
Notices
All notices and requests for consent under this Agreement shall be directed to support@dyalr.com.