INTEGNITY Beta Tester and Confidentiality Agreement

Thank you for your interest in being a Beta tester for Integnity! As with any Beta test program, you will be asked to agree to several conditions before you begin testing materials. Don’t worry, we’re not asking for much! Here’s a summary of the main terms you’ll be agreeing to:

• You acknowledge that you are participating in an Integnity Beta program and the info you learn as a tester is confidential and cannot be shared.
• The information you provided in the Integnity Beta surveys is accurate.
• You are not a member of the press, nor an employee or representative of any competitor.
• You won’t disclose your role or work as a Beta tester to any member of the press, any public news group, or any third party.
• You will reasonably respond to Integnity’s requests for feedback.
• You give Integnity a license to freely use the feedback and suggestions you provide.

IF YOU AGREE TO THESE CONDITIONS, PLEASE READ THE TERMS OF THIS BETA TESTER AND CONFIDENTIALITY AGREEMENT (“AGREEMENT”) GOVERNING THE USE OF THE SOFTWARE AND RELATED MATERIALS PROVIDED TO YOU BY INTEGNITY LTD. (“INTEGNITY”).
BY INDICATING YOUR ACCEPTANCE OF THESE TERMS AND SELECTING THE “I AGREE” BUTTON AS IT APPEARS IN THE BETA RECRUITMENT SURVEY, YOU ARE (1) REPRESENTING THAT YOU ARE OVER THE AGE OF 18, (2) REPRESENTING THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOURSELF TO THESE TERMS, AND (3) CONSENTING TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. THIS WILL CREATE A BINDING AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS OR CANNOT MAKE SUCH REPRESENTATIONS SELECT THE “I DO NOT AGREE” BUTTON AS IT APPEARS IN THE BETA RECRUITMENT SURVEY AND DO NOT USE THE PRODUCTS OR MATERIALS.

Recitals

  1. Integnity is developing a certain software product (referred to herein as the “Beta Product”) to complement its existing set of commercially available products (the “Products”). As a tester you will receive from Integnity software, products, documentation, equipment, or other material, (the “Integnity Materials”).
  2. The Beta Product is currently still in development and in experimental form. You have agreed to test and evaluate the Beta Product in accordance with the terms of this Agreement to assist Integnity in the completion of the Beta Product.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows:

1. Confidentiality

You agree to keep confidential and not disclose or discuss to any third party:
a) The Beta Product
b) Integnity Materials
c) Integnity development or marketing plans that you learn about as part of your participation as tester
d) your participation in the Beta program, and
e) verbal or written communications from Integnity employees, agents, contractors or other representatives regarding Integnity Materials and the Beta Product.
The confidentiality requirements continue until all of the above become publicly known.

2. No Conflicting Loyalty

You represent that neither you nor any household member is:
a) a member of the press or any public newsgroup, or
b) an employee or representative of any competitor of Integnity

You represent that the information provided in your Integnity Beta recruitment survey is accurate.

3. Feedback

You will provide prompt feedback to Integnity regarding the operation or use of Integnity Materials when it is requested. This may include filing online reports, participating interviews, maintaining a record of problems or errors, providing suggestions and ideas, and responding to written surveys or email homework that may be provided by Integnity. You acknowledge and agree that Integnity may use, disclose, reproduce, license, distribute and otherwise commercialize such feedback. You hereby grant to Integnity all required licenses in your feedback and the associated intellectual property rights to allow Integnity to carry out these rights.

4. Grant of License to Test

Subject to the terms and conditions of this Agreement, Integnity hereby grants You a personal, nonexclusive, nontransferable and revocable license to use the Beta Product at your home and work address. Your license will be valid only during the time that you are an active participant in any Integnity Beta Program solely for the purposes of testing and evaluating the Beta Product to assist Integnity in the completion of its development, and not for any commercial purpose or use. You agree not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which are provided to you hereunder.

5. Disclaimer of Warranties

You acknowledge and agree that:

  • the Beta Product is not complete in development and has not been commercially released for sale by Integnity;
  • the Beta Product may not be fully functional, and it is expected that it will contain errors, design flaws or other problems, including problems that may adversely impact the operation of your existing Products;
  • the Beta Product may not be reliable during the time you are participating as a tester in the Integnity Beta Program;
  • Integnity is under no obligation to release a commercial version of the Beta Product;
  • you have received the necessary consents and approvals from the owner(s) of any computers where the products will be used/tested in the manner requested by Integnity; and
  • Integnity has the right to unilaterally abandon development of the Beta Product at any time and without any obligation or liability to you or any third party. You further acknowledge that you have paid no consideration to Integnity for the Beta Product hereunder, and that THE BETA PRODUCT IS BEING SUPPLIED TO YOU “AS IS”. INTEGNITY MAKES NO WARRANTIES REGARDING THE BETA PRODUCT, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6. Ownership

You acknowledge and agree that Integnity and/or its suppliers own all right, title and interest in and to the Beta Product and in any and all intellectual property rights therein, including but not limited to any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights therein. You agree not to use Integnity’s trademarks or other business names for any purpose. You will not earn or acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of this Agreement or your performance under this Agreement. To the extent that Integnity provides you Integnity Materials or Beta Products, you agree that all Integnity Materials are and remain the sole and exclusive property of Integnity. You further agree, upon request of Integnity, to return any Integnity Materials at the end of the Beta test. You agree to promptly disclose and hereby assign to Integnity any suggestions for change and/or improvement to the Beta Product and any related rights thereto and to assist Integnity, as reasonably requested by Integnity and at Integnity’s expense, in obtaining intellectual property protection relating to such suggestions as Integnity may reasonably direct.

7. Limitation of Liability

IN NO EVENT SHALL INTEGNITY BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM INSTALLATION OR USE OF THE BETA PRODUCT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT.

8. Privacy

For purposes of this Beta test program, you agree to allow Integnity, its employees or agents to contact you using the personal contact information you have provided, such as your name, email, address, and telephone number. Integnity may store or share this personal contact information with Integnity employees, agents or authorized contractors in order to communicate with you. Integnity may use, collect, or store information generated from your testing and use of the Integnity products and materials being provided to you under this Agreement (“Usage Data”). Integnity may disclose, share, redistribute, or publish such Usage Data. If you are outside of the United States or United Kingdom, you understand and agree that personal contact information and Usage Data will be transferred to the United Kingdom or United States and stored on servers in the United Kingdom or United States, subject to laws applicable in the United Kingdom or United States.

9. Termination

This Agreement will automatically expire at the end of your participation as an Integnity Beta Program tester unless terminated sooner in accordance with this Agreement, and in any case shall expire not more than three (3) years after the date of this Agreement. Either party may terminate this Agreement before the end of your participation in the Integnity Beta Program for any reason or no reason upon email notice to the other party. This Agreement will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations. Your breach of any of your obligations under the Agreement may result in your immediate removal from the Integnity Beta program(s).

10. Miscellaneous

This Agreement may not be assigned by you without the prior written consent of Integnity, and any attempt to assign without such consent shall be null and void. You acknowledge that the Beta Product licensed hereunder is subject to the export control laws and regulations of the United Kingdom, and any amendments thereto. You warrant that you will comply in all respects with United Kingdom exports laws and regulations. This Agreement shall be governed by the laws of the United Kingdom. This Agreement constitutes the entire agreement between you and Integnity with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. You acknowledge that any breach of your obligations under this Agreement with respect to the proprietary rights of Integnity will cause Integnity irreparable injury for which there are inadequate remedies at law, and, therefore, Integnity will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity.

For inquiries or questions regarding this Agreement or the Beta Product, please contact [email protected].

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