Beta Client Scope, Non-disclosure & Agreement

Woveon (Ottermates Technology Inc) provides customer technology professional services as well as the Woveon system to help financial services and call center businesses manage their customer messages and interactions all in one place. The purpose of a beta trial is to help Woveon learn more about the Beta Client communication channels, customer workflows and develop the product further. The services made available to the Beta Client on the platform may include new and untested features which will assist Woveon in obtaining feedback both from the anonymized user data and the Beta Client from a user perspective.

The Beta Client agrees to:

(a) provide suggestions, comments, or other feedback with respect to the Product and Services including ideas for modifications and enhancements (Beta Feedback);

(b) assign to us all right, title and interest in and to the Beta Feedback.

In return Woveon will offer:

(a) Customer suggestion report

(b) Consultation to help optimize existing communication and customer workflows.

Beta Testing Disclaimer

i) The Beta Client agrees and acknowledges that the Services are in a ‘beta-testing’ stage, and as such, may not be at the level of performance or compatibility of a final, generally available product offering, and may be substantially modified prior to commercial availability, or withdrawn. ii) The Services are provided on an “as is” and “as available” basis without any warranties or conditions of any kind, whether express, implied, statutory or otherwise. iii) Use of the Services is at the sole risk of the Beta Client. iv) Woven will not be liable to the Beta Client for any damage whatsoever arising out of the use of or inability to use the Services (including as the result of loss or corruption of data as a result of the Services). v) Where possible, Woveon will seek to help the Beta Client with any errors or performance issues that may arise with the Services, however, it can provide no guarantee that it will be able to rectify those errors or issues.

Definitions

“Confidential Information” means all information (regardless of form and including copies of that information made between the parties) disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) including (without limitation):

– technical, financial and business information;
– business plans, models, reports, and market projections;
– names of potential customers and partners;
– proposed business deals;
– pricing arrangements;
– contracts or agreements;
– specifications and drawings;
– technology, knowledge, strategies, know-how;
– accounting systems and management information systems;
– software systems and data;
– the fact that the parties are discussing the Project;
– the fact that the parties have made information in respect of the Project available to each other and are inspecting or evaluating that information; and
– the status of the Project; except where that information is:
– in the public domain or made public other than by the Receiving Party breaching this agreement;
– known to the Receiving Party free of any obligation to keep it confidential; or
– independently developed by the Receiving Party without use, directly or indirectly of Confidential Information received from the Disclosing Party.

“Unauthorized Persons” means:

(a) officers, employees and advisers of the Receiving Party who are not required to have access to the Confidential Information for the purpose of considering or implementing the Project; and

(b) any other person who is not a party to this agreement.

“Project” means:

Past, present and future projects, including all software in any format hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, podcasts, advertising copy, databases, proprietary information.

INTERPRETATIONS

In this agreement:

– references to clauses and parties are references to clauses of, and parties to, this agreement;
– references to things include parts of those things;
– references to persons include legal and natural persons; and
– words importing the singular include the plural and vice versa, technical, financial and business information;

CONFIDENTIAL INFORMATION OBLIGATIONS

General

The parties to this agreement must ensure that Confidential Information is:

– maintained confidential;
– not disclosed to any Unauthorized Person;
– maintained so as to prevent any disclosure or unauthorized use with at least the standard of care that the Receiving Party maintains to protect its own confidential information;
– only used for the purpose of considering and implementing the Project; and
– not reproduced in any form except as required for the purpose of considering and implementing the Project;

The parties must ensure that:

access to Confidential Information is for the sole use of the Project; and
no other individual, company, organization is given access to this confidential information.

Ownership of Confidential Information

The Confidential Information remains at all times the property of parties of this agreement.

No rights

Other than as provided in this agreement, no rights in respect of the Confidential Information are granted or conveyed to the Receiving Party.

Injunctive relief

Each party acknowledges that damages may not be a sufficient remedy for any breach of this agreement and each party is entitled to seek specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach by the other party, in addition to any other remedies available at law or in equity

Compliance with legal process

In the event that the Receiving Party is required to disclose any Confidential Information by reason of the application of an applicable law, the Receiving Party must immediately notify the Disclosing Party of that fact.

Return of Confidential information

Within 7 days following a written request by the Disclosing Party:

the Receiving Party must return all documented Confidential Information to the Disclosing Party; and
the Receiving Party must provide to the Disclosing Party a signed certificate stating that all documented Confidential Information in the Receiving Party’s possession or control has been returned.

RELATIONSHIP OF PARTIES

Partners

The parties are dependent parties and enter this agreement as partners. Intellectual property and any content created through the process of the project remain the property of the partners.

Public Announcements

Except as required by law, neither party may make any public announcement or press release concerning the Project or this agreement without the prior written consent of both parties.

GENERAL

No representations

The parties make no warranties or representations to each other in relation to any Confidential Information including (without limitation) as to the accuracy or completeness of any Confidential Information.

No waiver

A power or right in this agreement may only be waived in writing, signed by the party to be bound by the waiver.

Amendment

This agreement may only be amended or supplemented in writing executed by both parties.

Surviving obligations

The obligations in this agreement survive the termination or purported termination of this agreement.

Governing Law

This agreement is governed by the laws of the jurisdiction where this agreement took place. The parties submit to the non- exclusive jurisdiction of the courts and arbitration processes.

Termination

This Agreement terminates upon the earlier of two (2) years from the Effective Date or when terminated by either party upon not less than two (2) weeks prior written notice, but Recipient’s obligations with respect to the Information will survive for a further five (5) year period after termination of this Agreement.

Intellectual Property

All rights, title and interest (including all intellectual property rights) in the Services and the Woveon platform, including any new and untested features to which Woveon may grant the Beta Client access, belong to Woveon.

By clicking on I Accept, you agree to the “Beta Client Scope and Agreement”.