Inspiration Beta/User Test – Participation, Confidentiality & Non-Disclosure Agreement

 

 

Thank you for your interest in testing Material Bank’s new inspiration platform (“Inspiration Platform”). This Participation, Confidentiality & Non-Disclosure Agreement (“Agreement”) applies to your participation in Material Bank’s beta or user test of the Inspiration Platform (the “Beta/User Test”). By participating in the Beta/User Test, you agree to keep confidential all information about the Inspiration Platform, including all aspects of the Inspiration Platform described in Section 1 below. You further expressly agree not to take any screen shots, share on social media, or make any other copy in any form of the Inspiration Platform and not to disclose any information about the Inspiration Platform, including the Beta/User Test, that is not publicly available.

1. Definition of Confidential Information

As used in this Agreement, the term “Confidential  Information” means information that has been or that may be disclosed, whether in oral, written, graphic, electronic or any other form, by Material Bank to you, including, but not limited to, information concerning the Inspiration Platform, such as any prototypes, web pages, user interfaces, features or functionality of the platform, research and development, designs, plans, specifications, images, artwork, layouts, look and feel, and any other elements or work in progress related to the Inspiration Platform.

Confidential Information does not include information that: (i) was in the public domain prior to the Effective Date of this Agreement or subsequently came into the public domain through no fault of your own; (ii) was lawfully received by you from a third party not subject to any legal, contractual or fiduciary duty not to disclose; or (iii) was already known by you or in your possession prior to receiving such information from Material Bank, as evidenced by your written records.

2. Confidentiality

As a condition of your participation in the Beta/User Test, you agree to:

a)     not disclose any Confidential Information of Material Bank, except as expressly permitted by this Agreement;

b)     not use any Confidential Information of Material Bank, other than to provide feedback on the Inspiration Platform and/or the Beta/User Test;

c)     be responsible for any breach of the terms of this Agreement by you or anyone acting on your behalf.

3. No License or Warranty

All Confidential Information disclosed by Material Bank shall remain the property of Material Bank. Nothing in this Agreement shall be construed as granting any license or right under any patent, copyright, trade secret or otherwise, nor shall this Agreement impair Material Bank’s right to contest the scope, validity or alleged infringement of any patent, copyright or trade secret. Material Bank does not make any warranty or representation whatsoever as to the accuracy or completeness of any Confidential Information.

4. Feedback

You agree that any feedback, comments, suggestions or other content (“Feedback”) you provide to Material Bank for the Beta/User Test shall become the exclusive property of Material Bank. Material Bank shall be entitled to use the Feedback for any purpose in any medium without compensation to you or any person submitting Feedback. Material Bank is under no obligation to treat any Feedback as confidential, and will not be liable for any ideas (including in relation to products, advertising or design), and will not incur any liability as a result of any similarities that may appear in any future products or services of Material Bank. You agree that you are solely responsible for all Feedback you provide to Material Bank and you represent and warrant that you have all rights to provide the Feedback and the Feedback shall not infringe on any third party rights.

5. Limited Purpose

This Agreement governs your participation in the Beta/User Test and is for the purpose of protecting Confidential Information. This Agreement does not create any business arrangement between you and Material Bank, nor does it obligate either party to enter into any further agreement or arrangement regarding the Inspiration Platform. Any other agreement that may be made between the parties will be set forth in a separate written agreement.

6. Term and Termination

This fully executed Agreement shall continue to be in effect until the public launch of the Inspiration Platform, provided, however, that any Confidential Information disclosed to you as part of the Beta/User Test that is not made public, shall remain confidential for a period of 3 years. Upon Material Bank’s request, you shall return or destroy all Confidential Information provided by Material Bank to you, and upon request, you shall confirm in writing that you have not retained any Confidential Information in any medium whatsoever.

7. Injunctive Relief and Costs of Enforcement

You acknowledge that any breach of this Agreement could cause irreparable harm to Material Bank, which would be difficult, if not impossible, to quantify in monetary damages. You consent to the grant of immediate injunctive relief to Material Bank upon material breach of this Agreement, in addition to all other remedies available in equity and at law. Material Bank shall be entitled to recover its costs of suit and reasonable expenses in any suit to enforce this Agreement.

8. Miscellaneous

This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflict of laws principles. Both parties consent to the exclusive jurisdiction of the state courts of and the federal courts sitting in New York, New York for the resolution of disputes under this Agreement. This Agreement may be modified or waived only in a writing signed by the parties. This Agreement supersedes all prior and contemporaneous communications, whether oral or written, and constitutes the entire agreement between the parties pertaining to its subject matter.  All of the terms of this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, heirs and assigns. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

 

 

Last Updated: May 15, 2023.