SPAN Insiders Program Participation and Confidentiality Agreement 

to familiarize Yourself with the Beta Materials provided by Company and to only use or test the Beta Materials in accordance with this Agreement and the Beta Materials;

to notify Company of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Beta Materials known to or discovered by You, including by promptly responding to any and all reasonable inquiries, questionnaires, surveys, and other test documents submitted to You by Company;

to provide Company any assistance Company may require to document, perfect, and maintain our rights in the Evaluation Information (defined below); and

to pay all incidental costs (such as, costs for internet and phone services, accessories, cabling, etc.) associated with Your testing and use of the Beta Materials and incurred during Your possession of the Beta Materials.

Your reports concerning any issues identified with the Beta Materials, as well as, Your opinions, feedback, ideas, modifications, suggestions, improvements, enhancements, evaluation, and the like made by You with respect to the Beta Materials (“Evaluation Information”) will be the property of Company. You agree to assign, and hereby assign, all right, title, and interest worldwide in the Evaluation Information and the related intellectual property rights to Company and agree to assist Company, at Company’s expense, in perfecting and enforcing such rights. Company may disclose or use Evaluation Information for any purposes whatsoever without any obligation to You.

The Beta Materials and all authorized copies thereof shall remain the exclusive property of Company and shall not be used in any way other than as allowed by this Agreement. You acknowledge that, as between Company and You, the Beta Materials and all copyrights, patents, trademarks, trade secret rights and other intellectual property rights with respect thereto, are and will at all times be the property of Company, even if Evaluation Information provided by You are incorporated into subsequent versions of the Beta Materials.

You may not copy or reproduce the Beta Materials without Company’s prior written consent, except as reasonably needed to perform Your testing under this Agreement. Each copy of software or documentation made by You must contain Company’s proprietary and copyright notices in the same form as on the original. You shall not remove or deface any portion of any legend provided on any part of the Beta Materials.

You will not translate, copy, disassemble, reverse engineer, or decompile the Beta Materials, without Company’s prior written consent.

You agree and acknowledge that in Your participation of the Beta Program, You may receive and have access to certain valuable information belonging to and relating to Company which Company considers confidential information, including, but not limited to, the Beta Materials, information concerning the Beta Materials, the Beta Program’s existence, functionality, performance, business purpose, specifications, documentation, test results obtained by You through use of the Beta Materials, any material data relating to use of the Beta Materials by You, including, but not limited to defects, deficiencies, errors, omissions, workarounds, features, enhancements, updates, upgrades, and other information typically relating to unreleased version(s) of computer programs, and any and all information, either written or oral, relating to the Beta Materials, including plans and business information, which may, from time-to-time, be disclosed by Company to You during the term of this Agreement, any documentation and/or manuals, trade secrets and other related materials provided by Company are considered confidential information of Company (“Confidential Information”). You will use the Confidential Information only for the testing, evaluation, and feedback purposes as set forth in this Agreement, and for a period of three (3) years from Your receipt of the Confidential Information, shall not disclose, without Company’s written consent, such Confidential Information to third parties or use such Confidential Information for Your own benefit, for the benefit of third parties, or for any commercial use. 

This Agreement shall impose no obligation of confidentiality upon You with respect to Confidential Information which: (i) is or becomes generally available to the public through no fault of You; (ii) is rightfully received by You from a third party without limitation as to its use; or (iii) is independently developed by You without the use of any Confidential Information, or (iv) is any third-party software and/or documentation provided to You by SPAN and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation. After the Beta Test Period, or upon request of Company, You shall promptly return to Company all documents, notes, or other tangible materials representing the Confidential Information.  

You 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 Beta Materials 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 the Confidential Information otherwise for Your own or any third party’s benefit without the prior written approval of an authorized representative of SPAN. You hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to SPAN that may be difficult to ascertain. Accordingly, You agree that SPAN 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.

Assignment.  You will not assign or transfer any rights or obligations under this Agreement without the prior written consent of Company. 

No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Export Requirements.  You may not export or re-export the Beta Materials or any copy or adaptation in violation of any applicable laws or regulations.

Entire Agreement.  Unless otherwise expressly agreed in writing, this Agreement constitutes the sole and exclusive agreement between You and Company with regard to the Beta Program and Beta Materials, and supersedes all prior agreements, whether oral or written, and other communications between the Parties relating to the subject matter set forth in this Agreement.  You agree that Your use of the Beta Materials is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Company regarding future functionality or features of the Beta Materials. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the Parties to this Agreement. If Company provides a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

Conflicts. In the event of any conflict between this Agreement and the SPAN Terms of Service posted at https://www.span.io/terms-of-service, the provisions of this Agreement shall control. 

No Waivers. The failure by either Party to enforce any provision of this Agreement will not constitute a present or future waiver of the provision nor limit the Party’s right to enforce the provision at a later time.  All waivers by a Party must be in writing.

Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 

Governing Law; Venue. The laws of the State of California, without reference to conflict of law rules, govern this Agreement and any dispute relating in any way to the Beta Materials. Any dispute relating in any way to the Beta Materials or this Agreement must only be adjudicated in a state or federal court located in the City and County of San Francisco, California. Each Party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, either Party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of that Party’s or any third Party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.