KINOO TRUSTED TESTER AGREEMENT
This Trusted Tester Agreement (this “Agreement”) is entered into between you and Kinoo, Inc., a Delaware corporation (“Kinoo”).
- Purpose. Under this Agreement, Kinoo will make available to you certain pre-release features of Kinoo’s application (“App”), which are currently under development by Kinoo (“Pre-Release Features”), solely for testing and evaluation purposes. You acknowledge and agree that your access and use of the Pre-Release Features will be subject to the App’s Terms of Service (accessible at Kinoo’s website) (“ToS”), and the Pre-Release Features are part of the Services (as such term is defined in the ToS) for purposes of the ToS. By accessing and using the Pre-Release Features, you agree to be bound by the ToS.
- Feedback. You agree to (a) test the Pre-Release Features and cooperate with Kinoo in evaluating the Pre-Release Features, and (b) provide Kinoo with feedback as reasonably requested from time to time. All feedback, comments, and suggestions for improvements that you provide to Kinoo hereunder are referred to collectively as “Tester Feedback.” You hereby grant Kinoo a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify (for formatting purposes) and otherwise exploit the Tester Feedback for any purpose.
- Ownership. As between the parties, Kinoo is the sole owner of all rights, title and interest in and to the App and the Pre-Release Features, including all intellectual property rights therein. You will not acquire any rights or licenses in the App, the Pre-Release Features or Kinoo’s Confidential Information, except as expressly provided in this Agreement or the ToS.
4.1 For purposes of this Agreement, “Confidential Information” means the Pre-Release Features and any information or materials disclosed by or on behalf of Kinoo to you that (a) is marked “confidential” or “proprietary” or with a similar designation at the time of such disclosure, or (b) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary. You agree: (i) to maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; and (iii) not to use any Confidential Information for any purpose except for the purpose of testing and evaluating the Pre-Release Features in accordance with this Agreement and the ToS.
4.2 The obligations and restrictions in Section 4 will not apply to any information or materials that: (a) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by you; (b) were rightfully known by you prior to the disclosure of such information or materials from Kinoo; (c) are rightfully acquired by you from a third party who has the right to disclose such information or materials without breach of any obligation of confidentiality or restricted use to Kinoo; or (d) are independently developed by you without access to any Confidential Information.
4.3 Upon termination of this Agreement, or earlier upon Kinoo’s request, you will promptly return to Kinoo, or, at Kinoo’s option, destroy, all tangible items and embodiments containing or consisting of Confidential Information and all copies thereof. All Confidential Information remains the sole and exclusive property of Kinoo.
- Term. Kinoo may terminate your access to and use of the Pre-Release Features at any time and without notice to you. Your obligations under this Agreement with respect to any Confidential Information shall survive any such termination.
- Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to this Agreement will be the state and federal courts located in the Northern District of California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. This Agreement, together with the ToS, constitutes the entire and exclusive understanding and agreement between Kinoo and you with respect to its subject matter, and supersedes and replaces any and all prior oral or written understandings or agreements between Kinoo and you with respect to its subject matter. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise, without Kinoo's prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. Kinoo may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. Kinoo’s failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Kinoo. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
IN WITNESS WHEREOF, the parties have executed this Trusted Tester Program Agreement.
Parent or Guardian Name Date Signed
Grandparent/trusted family member Name Date Signed
_________________________________________________________________________________Kinoo, Inc. Name Date Signed