This Beta Test Non-Disclosure Agreement (“Agreement”) is made and entered into between Beta Tester (“Participant”) and Shooq, LLC (“Manufacturer”), and is effective as of the date of acceptance by the Participant.
Participant is an individual or business that desires to participate in “beta testing”, which provides access to confidential materials or services currently in development by Manufacturer. Manufacturer wishes to obtain the benefit of Participant’s services and reports as a beta tester of Manufacturer’s materials or service. In consideration of the premises, and of the mutual covenants and conditions, the parties, agree to the following terms and conditions:
1) Confidential Information.
“Confidential Information” means all information, whether written or oral, and in any form (including, without limitation, software (in source or object code), engineering documents, manuals, reports, designs, drawings, plans, flowcharts, program listings, data file printouts, processes, component part listings and prices, product information, new product plans, sales and marketing plans and/or programs, and pricing information) relating to Manufacturer’s beta-tested products or services which is disclosed either directly or indirectly to Participant.
- Participant acknowledges that as a beta tester, Participant may have access to, and Manufacturer may disclose to Participant, certain Confidential Information as described in Section 1. Participant shall use the Confidential Information solely for testing purposes and, for a period of three (3) years from Participant’s receipt of the Confidential Information, shall not disclose, without Manufacturer’s written consent, such Confidential Information to third parties or use such Confidential Information for its own benefit or for the benefit of third parties.
- If Participant is a company or other entity, Participant shall disclose Confidential Information only to those of its employees who need to know such information for the purpose of the agreed-upon beta testing, and shall ensure that its employees observe the confidentiality obligations in this Agreement. Participant acknowledges that the test materials contain Confidential Information developed or acquired by Manufacturer and that all rights therein and in other Manufacturer Confidential Information remain in Manufacturer. Participant will not disclose that it is evaluating or testing or has evaluated or tested the Manufacturer’s product or services to any third party without Manufacturer’s prior written consent. In addition, Participant agrees to treat any communications and reports prepared in Participant’s capacity as a tester during the agreed-upon beta test as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without Manufacturer’s prior written consent.
- This Agreement shall impose no obligation of confidentiality upon Participant with respect to any portion of the Confidential Information which: (i) now or hereafter, through no act or failure to act on Participant’s part, becomes generally known or available; (ii) is known to Participant at the time Participant receives same from Manufacturer as evidenced by written records; (iii) is hereafter furnished to Participant by a third party who legally obtained Confidential Information and without restriction on disclosure.
- Participant agrees to secure and protect the Confidential Information and all copies thereof in a manner consistent with the maintenance of Manufacturer’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.
3) Proprietary rights; No right to Copy, Modify, or Disassemble.
- The Confidential Information provided by Manufacturer and all copies thereof, are proprietary to and the property of Manufacturer. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Confidential Information are and will remain in Manufacturer and Participant shall have no such intellectual property rights in the Confidential Information.
- Participant may not copy or reproduce the Confidential Information without Manufacturer’s prior written consent, except as reasonably needed to perform its obligations as a beta tester and subject to the following restrictions. Each copy of software or documentation made by Participant must contain Manufacturer’s proprietary and copyright notices in the same form as on the original. Participant shall not remove or deface any portion of any legend provided on any part of the Confidential Information.
- Participant shall not reverse engineer, alter, modify, disassemble or decompile any Confidential Information, or any part thereof, without Manufacturer’s prior written consent.
4) No Warranty.
Manufacturer makes no warranty, express nor implied, as to any Confidential Information that it may provide hereunder, including without limitation as to the accuracy of the Confidential Information, as to whether any new products will be produced as disclosed, or as to the availability of product(s) on any specific date.
5) Term and Termination.
- The term of this Agreement shall begin when Participant accepts it through an online signup form and shall continue until terminated as set forth below. Upon termination of this Agreement for any reason, the three-year obligation to protect Confidential Information, as set forth in Section 2.1, shall survive such termination.
- This Agreement may be terminated at any time for any reason by either party giving ten days prior written notice to the other party, subject to Section 5.3 below.
- Upon termination of this Agreement, Participant agrees to (a) return the Confidential Information and all copies thereof to Manufacturer, if requested by Manufacturer in writing to do so, within seven days after such termination, or (b) if requested by Manufacturer to do so, certify to Manufacturer in writing that the Confidential Information and all copies thereof have been destroyed. The provisions of, and the obligations of the parties under, Sections 2, 3, and 5, and any other provisions that would normally survive, shall survive the termination of this Agreement, as the case may be.
- Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
- Severability. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
- Governing Law. This Agreement shall be governed by the laws of the State of Nevada in which Manufacturer is organized, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in the State of Nevada shall have exclusive jurisdiction to hear any dispute under this Agreement.
- Entire Agreement. This Agreement represents the entire agreement between the parties regarding the subject matter hereof and supersede any and all prior agreements between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except by the written acceptance of both parties.
Shooq℠ and ARTi℠ are services provided by Shooq, LLC, located in Las Vegas, NV.