Pa ProRev

Beta Confidentiality & Non-Disclosure Agreement

Last updated: May 13, 2026

This Beta Confidentiality & Non-Disclosure Agreement (the "Agreement") is entered into between Pa ProRev, LLC ("Pa ProRev," "Disclosing Party") and the individual or firm accepting these terms by accessing the Pa ProRev beta service ("Recipient"). By creating an account, signing in, or otherwise using the beta, the Recipient agrees to this Agreement.

1. Purpose

Pa ProRev is providing Recipient with prerelease access to the Pa ProRev application and related materials (the "Beta") for the sole purpose of evaluating, testing, and providing feedback (the "Purpose").

2. Confidential Information

"Confidential Information" means all non-public information disclosed by Pa ProRev to Recipient in connection with the Beta, including without limitation:

  • The Beta software, its features, user interface, screens, and workflows;
  • Source code, object code, APIs, data models, and architecture;
  • Designs, mockups, roadmaps, pricing, business plans, and unannounced features;
  • Performance data, bug behavior, and technical limitations;
  • The fact that Recipient has access to the Beta and the existence of this Agreement.

3. Obligations

Recipient shall:

  • Use Confidential Information solely for the Purpose;
  • Protect Confidential Information using at least the same degree of care it uses for its own confidential information of similar importance, and in no event less than a reasonable degree of care;
  • Limit access to Confidential Information to its employees and contractors who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement;
  • Not publicly disclose, publish, post on social media, blog, screenshot, demo, stream, or otherwise share the Beta or Confidential Information with any third party;
  • Not benchmark, publish performance results, or write public reviews of the Beta without Pa ProRev's prior written consent;
  • Not reverse engineer, decompile, or attempt to derive source code from the Beta;
  • Not use the Beta or Confidential Information to develop a competing product.

4. Exclusions

Confidential Information does not include information that Recipient can demonstrate:

  • Was rightfully in its possession without confidentiality obligations before disclosure;
  • Is or becomes publicly available through no fault of Recipient;
  • Is rightfully received from a third party without confidentiality obligations;
  • Is independently developed without use of or reference to Confidential Information.

5. Compelled Disclosure

If Recipient is legally compelled to disclose Confidential Information, it shall, to the extent legally permitted, give Pa ProRev prompt written notice and reasonable cooperation so Pa ProRev may seek a protective order.

6. Feedback

Recipient may provide suggestions, comments, or other feedback ("Feedback") regarding the Beta. Recipient grants Pa ProRev a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback into its products and services without restriction or obligation.

7. Ownership

The Beta and all Confidential Information remain the sole property of Pa ProRev, LLC. No license is granted to Recipient except the limited right to use the Beta for the Purpose during the beta period.

8. No Warranty

THE BETA AND ALL CONFIDENTIAL INFORMATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PA PROREV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. RECIPIENT ASSUMES ALL RISK ARISING FROM USE OF THE BETA, INCLUDING ANY USE WITH CLIENT MATTERS.

9. Term & Survival

This Agreement begins on the date Recipient first accesses the Beta and continues for the duration of the Beta program. Confidentiality obligations survive for three (3) years after termination of the Beta program, except that obligations regarding trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

10. Remedies

Recipient acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages are inadequate, and that Pa ProRev is entitled to seek injunctive relief in addition to other remedies available at law or in equity.

11. Return or Destruction

Upon Pa ProRev's request or termination of the Beta, Recipient shall promptly cease use of and either return or destroy all Confidential Information in its possession and, on request, certify such destruction in writing.

12. Governing Law

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles. Exclusive venue lies in the state and federal courts located in Pennsylvania.

13. Acceptance

By accessing or using the Beta, Recipient acknowledges that it has read, understood, and agreed to be bound by this Agreement.