AUTOBALANCE — INTERNATIONAL BETA TESTING & NON-DISCLOSURE AGREEMENT
Version: Draft 1.0 — 29 October 2026 — SUBJECT TO LEGAL REVIEW
Product: AutoBalance V1.1 Beta · Provider: Lumara Labs, LLC · Website: autobalancegrading.com Governing Law: [To be confirmed] · Effective Date: Date of electronic acceptance
1. Parties and Acceptance
This Beta Testing and Non-Disclosure Agreement ("Agreement") is entered into between Lumara Labs, LLC, a limited liability company organized under the laws of the State of Delaware, United States ("Company"), and the individual accepting this Agreement ("Tester").
By selecting "I Agree" on the AutoBalance website, the Tester confirms that they:
- Have read and understood this Agreement.
- Are at least 18 years old and legally capable of entering into this Agreement.
- Agree to be legally bound by its terms.
- Are participating voluntarily in the AutoBalance private beta program.
If the Tester is participating on behalf of a studio or organization, they must have the necessary authority to use that organization's systems and materials. This Agreement binds the individual Tester unless a separate agreement expressly binds the organization.
The Company will retain an electronic record of acceptance, including the agreement version, date, time, and identifying registration information.
2. Purpose
The Company is developing AutoBalance, proprietary software designed to assist professional colorists working in DaVinci Resolve Studio.
The private beta program allows selected individuals to evaluate the software, identify technical problems, and provide feedback before commercial release.
Participation does not constitute a purchase, transfer of ownership, employment relationship, or promise of future commercial access.
3. Confidential Information
"Confidential Information" includes non-public information made available to the Tester through the beta program, including:
- AutoBalance beta installers, executable software, and non-public components.
- Proprietary algorithms, processes, software architecture, technical methods, and implementation details.
- Non-public functionality, development plans, documentation, and future features.
- License mechanisms, security measures, and internal technical information.
- Non-public test results, performance measurements, screenshots, recordings, and communications concerning the beta.
- Other information reasonably understood to be confidential in the context of the private beta.
Information is not Confidential Information if the Tester can demonstrate that it: (a) became publicly available without violating this Agreement; (b) was lawfully known to the Tester before disclosure; (c) was independently developed without using the Company's Confidential Information; (d) was lawfully received from a third party without confidentiality restrictions.
General product information publicly disclosed by the Company on its website is not confidential solely because it concerns AutoBalance.
4. Confidentiality Obligations
The Tester agrees to:
- Use Confidential Information only for authorized beta testing.
- Not disclose Confidential Information to unauthorized third parties.
- Not publicly distribute the beta software, installer, license, or private documentation.
- Not publish non-public screenshots, demonstrations, recordings, benchmarks, or technical findings without the Company's prior written permission.
- Take reasonable precautions to prevent unauthorized access or disclosure.
- Notify the Company promptly upon discovering unauthorized disclosure or loss of confidential materials.
The Tester may disclose Confidential Information when required by law, regulation, or a valid legal process, subject to legally permitted notice to the Company.
Nothing in this Agreement prevents disclosures protected by applicable law, including legally protected whistleblowing or reporting to regulators.
5. Limited Beta License
Subject to this Agreement, the Company grants the Tester a limited, personal, revocable, non-exclusive, non-transferable license to install and evaluate the designated beta version of AutoBalance.
The license is provided solely for authorized evaluation and feedback. The Tester may use the software with their own or properly authorized footage and Resolve projects.
The Tester must not:
- Sell, sublicense, distribute, rent, or commercially supply the beta software.
- Share the personal installer or the tester-specific copy of the software with another person.
- Remove or alter proprietary notices.
- Circumvent access, licensing, or expiration restrictions except where applicable law expressly permits.
- Decompile, disassemble, or reverse engineer the software except where applicable law permits such activities notwithstanding contractual restrictions.
- Use non-public Company information to reproduce or distribute substantial protected elements of AutoBalance.
All rights not expressly granted remain reserved by the Company or their respective owners.
6. Intellectual Property
The Company or its applicable licensors retain all rights, title, and interests in AutoBalance and its proprietary technology. No ownership rights are transferred to the Tester.
The Tester retains ownership of their original footage, creative work, Resolve projects, and independently created grades. The Company does not acquire ownership of these materials merely because AutoBalance processes them.
Any ownership or licensing rights in AutoBalance created before this Agreement must be properly held or licensed by the Company.
7. Feedback and Testing Results
The Tester may provide suggestions, bug reports, performance observations, and other feedback concerning AutoBalance.
The Tester grants the Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license to use, reproduce, analyze, modify, and incorporate voluntarily submitted feedback for developing, improving, testing, and commercializing AutoBalance.
This license does not transfer ownership of the Tester's footage, projects, creative grades, or other unrelated intellectual property.
The Company will not publicly identify the Tester or attribute private feedback to them without permission, unless otherwise permitted or required by law.
8. Privacy and Optional Test Reporting
AutoBalance's grading engine operates locally, without requiring an internet connection for grading. The beta may contain separate optional reporting components.
Local activity recording. AutoBalance records its own operational activity and performance measurements locally on the Tester's computer. This recording is enabled by default; the Tester can switch it off at any time in the panel's settings.
Fix recorder. Only with the Tester's separate consent, asked in the panel, AutoBalance also records locally numerical measurements of the manual color corrections the Tester makes after AutoBalance has run. The Tester can switch it off at any time.
Optional internet reporting. Only with the Tester's separate consent — separate from the fix recorder and from this Agreement — the beta panel may transmit limited testing information to the Company's designated reporting service. This may include:
- Software version and testing timestamps.
- Numbers of runs and processed shots.
- Processing times and operational outcomes.
- Numerical measurements of manual adjustments.
- A randomly assigned tester identifier.
The automated reporting payload is not intended to contain footage, picture frames, images, project names, clip names, file paths, or personal contact details.
The tester identifier may be associated with the Tester's registration record and therefore should not be considered fully anonymous. Network service providers may process ordinary connection metadata, including IP addresses.
The Tester can decline optional internet reporting or disable it later without losing the ability to use the beta.
Further details, including retention, deletion, recipients, and applicable privacy rights, will be set out in the Company's separate Privacy Notice. Acceptance of this Agreement does not constitute mandatory consent to optional telemetry.
9. Experimental Software and Known Limitations
The Tester understands that AutoBalance V1.1 is unfinished experimental software. It may contain bugs, incomplete functionality, inaccurate balancing results, compatibility issues, and other defects.
It is not intended to replace professional judgment or final quality control by the colorist. The Tester should review results before relying on them and should maintain appropriate project backups when using material that cannot easily be recreated.
The Company makes no promise that the beta will be error-free, uninterrupted, or suitable for every workflow. The Company may modify, suspend, or discontinue beta functionality at its discretion.
10. Beta Duration and Termination
The Company may provide builds that automatically expire after a specified period. The Company may suspend or terminate beta access, including for violation of this Agreement. The Tester may discontinue testing at any time.
Upon termination, the Tester must cease unauthorized use of the beta and delete Company-provided confidential software copies upon reasonable request, except where retention is legally required.
Termination does not transfer ownership of the Tester's projects or grades to the Company.
Confidentiality obligations continue for three years following termination, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
11. No Obligation to Release
Participation in the beta does not guarantee: a final commercial release; future product compatibility; free access to future versions; a discount, subscription, or commercial license; continued support or feature availability.
The Company may change product features, pricing, availability, or development priorities.
12. Disclaimer of Warranties
To the maximum extent permitted by applicable law, the beta is provided "AS IS" and "AS AVAILABLE," without warranties of any kind, whether express or implied.
The Company does not warrant uninterrupted operation, fitness for a particular purpose, error-free performance, or compatibility with every project, camera format, system, or DaVinci Resolve configuration.
Nothing in this Agreement excludes warranties or statutory rights that cannot lawfully be excluded.
13. Limitation of Liability
To the maximum extent permitted by applicable law, the Company will not be liable for indirect, incidental, special, consequential, or punitive damages arising from use of the beta, including lost profits or interruption of business.
Subject to applicable law, the Company's aggregate liability arising from this Agreement will not exceed USD 100.
This limit does not apply where liability cannot legally be limited or excluded, including liability arising from fraud, willful misconduct, or other non-excludable obligations. [This provision requires review under the selected governing law and applicable laws of the Tester's jurisdiction.]
14. No Public Endorsement or Publicity
The Tester may not represent themselves as an employee, partner, agent, or official representative of the Company.
The Company may not use the Tester's name, likeness, studio name, logo, or professional reputation in promotional materials without prior permission.
15. Governing Law and Disputes
This Agreement will be governed by the laws of [State, United States], excluding its conflict-of-law principles, subject to any mandatory legal protections applicable to the Tester.
The parties will first attempt to resolve disputes through good-faith written communication. Any unresolved dispute will be submitted to the courts of [City, State, United States], subject to mandatory jurisdictional rules and applicable law.
The Company may seek appropriate injunctive or other equitable relief for actual or threatened unlawful disclosure of its Confidential Information, where available under applicable law.
16. General Provisions
This Agreement constitutes the entire agreement concerning participation in the designated beta program, together with any incorporated documents expressly identified at acceptance.
If a provision is held unenforceable, the remaining provisions will continue in effect to the extent legally possible. Failure to enforce a provision does not constitute a waiver.
Changes to this Agreement will be published as a new version. Material changes affecting an existing Tester's obligations require appropriate notice and, where legally required, renewed acceptance.
The Tester may retain or download a copy of the Agreement accepted.
17. Electronic Acceptance
By selecting the acceptance checkbox and submitting the beta application, the Tester confirms agreement to this document.
Tester information — Full name, Email, Country: recorded during registration. Agreement version, acceptance date and time, acceptance record ID: recorded automatically.
Company — Lumara Labs, LLC, a Delaware limited liability company · Registered office (registered agent: Legalinc Corporate Services Inc.): 131 Continental Dr, Suite 305, Newark, DE 19713, USA · Business address: [pending] · Contact: beta@autobalancegrading.com · Privacy requests: privacy@autobalancegrading.com
END OF DRAFT — SUBJECT TO LEGAL REVIEW