Beta Program NDA

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THE ATLAS BETA SOFTWARE PROGRAM AGREEMENT ("AGREEMENT") CAREFULLY. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “ACCEPT” BUTTON. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "DECLINE" BUTTON AND YOU WILL BE INELIGIBLE TO PARTICIPATE IN THE ATLAS BETA SOFTWARE PROGRAM.

ATLAS BETA SOFTWARE PROGRAM AGREEMENT
ATLAS WEARABLES, INC.

1. Participation in the Atlas Beta Program. The purpose of the Atlas Beta Program (“Beta Program”) is to make alpha, beta, seed, and other pre-release software, pre-release services, and related documentation, materials, and information (collectively, the “Pre-Release Software”) available to Beta Program participants from time to time for the purpose of providing Atlas
with feedback on the quality and usability of the Pre-Release Software and Hardware. You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and Atlas. You understand that your participation in the Beta Program does not obligate Atlas to provide you with any Pre-Release Software or Hardware. Atlas reserves the right to modify the terms, conditions, and policies of this Beta Program from time to time, and to revoke your participation in this Beta Program at any time. If Atlas makes changes to the terms and conditions of this Agreement, then Atlas will present such revised terms and conditions to you on the Beta Program web portal.
By participating in the Beta Program, You certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to join the Beta Program. This Agreement is void where prohibited by law and the right to become a Beta Program participant is not granted in such jurisdictions. Unless otherwise agreed or permitted by Atlas in writing, you cannot share or transfer any software or other materials you receive from Atlas in connection with being a Beta Program participant. The Atlas ID and password you use to login as a Beta Program participant cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your Atlas ID and password and for any activity in connection with your account. Notwithstanding the foregoing restrictions in this Section 1, if you are the parent or legal guardian of individuals between the ages of 13 and the legal age of majority in the jurisdiction in which you reside, you may allow such individuals to share your Atlas ID and password for their use in connection with the Beta Program solely under your supervision and only in accordance with this Agreement. You are responsible for such individuals’ compliance with and violations of this Agreement and any other Atlas agreements.

2. Access to Pre-Release Software; Hardware; Seeding Tools; and Additional Terms. You understand that Atlas may make Pre-Release Software available to Beta Program participants for downloading online through the App Store, Play Store, Beta by Crashlytics, through the Beta Program web portal, and/or as otherwise provided through the Beta Program (e.g., by manual download of a digital image, by providing software configuration profiles, etc.). You are eligible to purchase production quality hardware (“Hardware”) as part of your participation in the Beta Program. From time to time, Atlas, at its option, may also provide you with software or services as part of the Beta Program, including but not limited to scripts, code snippets, utilities, configuration profiles, sample code, troubleshooting applications and bug submission tools (“Seeding Tools”) as part of your participation in the Beta Program. All use of such Pre-Release Software and Seeding Tools shall be pursuant to the terms and conditions of this Agreement and/or another license agreement accompanying such Pre-Release Software or Seeding Tools (collectively, “Pre-Release Software,” “Hardware,” and “Seeding Tools” shall be referred to as “Atlas Software” for purposes of this Agreement). If the Atlas Software is accompanied by a separate license agreement, you agree that the license agreement accompanying such Atlas Software, in addition to Sections 5 and 6 of this Agreement, shall govern your use of the Atlas Software. Any inconsistencies between the provisions of the license agreement accompanying the Atlas Software and Sections 5 and 6 of this Agreement shall be governed by this Agreement. If there is no license agreement accompanying the Atlas Software, your use of the Atlas Software will be subject to the provisions of this Agreement.

3. License Grant and Restrictions. Subject to your compliance with this Agreement, Atlas hereby grants you a personal, limited license to use the Atlas Software solely for testing and evaluation purposes and only in connection with this Beta Program. Except as otherwise permitted under Section 15, this license does not grant you the right to use the Atlas Software for any other purpose, or to disclose, reproduce, distribute, modify or create derivative works of the Atlas Software. You agree not to decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of any Atlas Software (except as and only to the extent the foregoing restrictions are prohibited by applicable law, or to the extent as may be permitted by licensing terms governing use of opensourced components included with any such Atlas Software). Unless otherwise permitted under Section 15 below, you certify that the Atlas Software will only be used for testing and evaluation purposes in connection with the Beta Program, and will not be rented, sold, leased, sublicensed, assigned, distributed or otherwise transferred. Atlas retains ownership of all Atlas Software, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Atlas intellectual property.

4. Feedback; Contact from Atlas. As part of the Beta Program, Atlas will provide you with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports and/or support information (collectively, “Feedback”) to Atlas. Atlas may request this information from you through the Seeding Tools as well as by email, web questionnaires, bug forms, and other mechanisms. By agreeing to this Agreement, you agree that Atlas may contact you from time to time about the Beta Program, and you hereby consent to receive such communications. Except as otherwise set forth in Section 8, you agree that in the absence of a separate written agreement to the contrary, Atlas will be free to use any Feedback you provide for any purpose.

5. Definition of Confidential Information. You agree that the Pre-Release Software and any information concerning the Pre-Release Software (including its nature and existence, features, functionality, and screen shots), the Seeding Tools, and any other information disclosed by Atlas to you in connection with the Beta Program will be considered and referred to in this Agreement as “Confidential Information.” Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of yours, (b) is generally made available to the public by Atlas, (c) is independently developed by you without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (e) any third party software and/or documentation provided to you by Atlas and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement. All Confidential Information remains the sole property of Atlas and you have no implied licenses or other rights in the Confidential Information not specified in this Agreement.

6. Nonuse and Nondisclosure of Confidential Information. Except as expressly permitted in this Section 6, you agree that you will not disclose, publish, or otherwise disseminate any Confidential Information to anyone other than individuals who are enrolled in the same individual seed as you, or as otherwise expressly permitted or agreed to in writing by Atlas. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the Atlas Software to third parties. You agree to use the Confidential Information solely for the permitted uses as set forth in this Agreement. You agree not to use Confidential Information otherwise for your own or any third party’s benefit without the prior written approval of an authorized representative of Atlas in each instance. You hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Atlas that may be difficult to ascertain. Accordingly, you agree that Atlas will have the right to seek immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.

7.1 Consent to Collection and Use of Data. In order to test and help Atlas, its partners, and third-party developers improve their products and services, and unless you opt out as set forth below, you acknowledge that Atlas and its subsidiaries and agents will be collecting, using, storing, processing and analyzing (collectively, “Collecting”) diagnostic, technical, and usage logs and information from your device as part of this Beta Program. This information will be Collected in a form that does not personally identify you and may be Collected from such devices at any time, including when you sync or automatically over a secure over-the-air connection. The information that would be Collected includes, but is not limited to, general diagnostic and usage data, various unique device identifiers, details about hardware and operating system specifications, performance statistics, and data about how you use your device, applications, and peripherals. Further, you agree that Atlas may share such diagnostic, technical, and usage logs and information with partners and third-party developers for purposes of allowing them to improve their products and services that operate on or in connection with Atlas-branded products.

7.2 System Logs and Diagnostic Files. In addition, as part of your participation in the Beta Program, you may have the option of manually attaching and/or using Atlas’s Seeding Tools to attach detailed hardware and/or system diagnostic files (e.g., kernel logs, Atlas System Profile logs, hang logs, crash logs, spin logs, install logs, application logs, etc.) from your computer and/or devices (“System Logs”) to send to Atlas. Such System Logs may include personally identifiable information, including, without limitation, your account name, information regarding your contacts, calendar events, and email correspondence. Providing these System Logs is voluntary, but if you do provide them to Atlas, then you acknowledge that Atlas may use them for Atlas's diagnostic purposes and to improve the Beta Program and Atlas’s products and services.

8. Support and Maintenance; Future Products. During your participation in the Beta Program or in a particular seed, Atlas will provide you with any maintenance, technical or other support for the Pre-Release Software. If such support is provided, it will be provided in addition to your normal warranty coverage for your computer and/or device. You agree to abide by any support rules and policies that Atlas provides to you in order to receive such support. You acknowledge that Atlas has no express or implied obligation to announce or make available a commercial version of the Pre-Release Software to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Pre-Release Software licensed hereunder.

9. Extended 18-month Warranty. The Atlas “A3” device provided hereunder is covered by the standard Atlas 12-month Warranty and an additional 6-months of Warranty.

10. Disclaimer of Liability. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH TESTING, INSTALLATION, OR USE OF THE PRERELEASE SOFTWARE AND SEEDING TOOLS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE PRE-RELEASE SOFTWARE ON YOUR COMPUTER, DEVICES AND/OR PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL ATLAS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE PRE-RELEASE SOFTWARE ON YOUR COMPUTER, DEVICES AND/OR ANY PERIPHERALS CONNECTED THERETO, AND/OR FROM ANY OTHER CONFIDENTIAL INFORMATION, AND/OR ATLAS’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF ATLAS HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ATLAS'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. Term and Termination. This Agreement will continue in effect until terminated in accordance with this Section 11. You may terminate this Agreement or an individual seeding project at any time, for any reason, but only by returning or destroying any Confidential Information that is in your possession or control (including, without limitation, any Pre-Release Software); provided however that if you are unable to purge certain Pre-Release Software from your computer and/or devices, then you agree that you will continue to hold the PreRelease Software as Confidential Information. Atlas may terminate this Agreement or an individual seeding project at any time, with or without cause, immediately upon written notice to you, and may terminate this Agreement immediately for any breach of the confidentiality provisions set forth herein. Within seven (7) days of your receipt of Atlas’s termination notice, or earlier if requested by Atlas, you will return, cease all use of, and/or destroy the PreRelease Software and all other Confidential Information as provided in this Section. Following termination of this Agreement or an individual seeding project for any reason, the restrictions of Section 3, 4-7, the last two sentences of Section 8, inclusive, will continue to bind the parties.

12. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware other than its conflict of laws principles. The parties agree that in the event that any suit or proceeding is brought in connection with this Agreement, such suit or proceeding shall be brought in the state or federal courts located in New Castle County, Delaware, and the parties shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts.

13. Severability; Complete Understanding. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, including any appendices made effective pursuant to this Agreement and any additional licenses accompanying the Atlas Software, constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. Except to the extent provided under Section 2 above, any inconsistencies between this Agreement and any license agreement accompanying the Atlas Software will be governed by the license agreement accompanying the Atlas Software. Except as expressly set forth herein, any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern, to the extent not prohibited by local law in your jurisdiction.