PROTAGONIST™ TEST GROUP NON-DISCLOSURE AGREEMENT
April 8, 2022
Welcome to the limited, highly confidential release (“Test”) of our Protagonist™ product (“Product”) powered by SunVia Corp. (“SunVia” or “our” or “we”). By choosing “I Accept” or “I Agree”, signing via digital signature, or by downloading and agreeing to participate in this test of our Product, you acknowledge that you agree to all of the terms of this Non-Disclosure Agreement (“NDA”) and understand the serious consequences of failing to honor your confidentiality obligations. Even though you may be very enthusiastic and excited about the Product, you understand that all information concerning this Product is highly confidential and shall not be disclosed to any third party. YOU ACKNOWLEDGE THAT ANY DISCLOSURE OF SUCH CONFIDENTIAL INFORMATION WILL RESULT IN IRREPARABLE HARM TO SUNVIA, WHICH MEANS WE WILL BE ENTITLED TO MONETARY OR OTHER TYPES OF DAMAGES FROM YOU FOR YOUR DISCLOSURE OF OUR CONFIDENTIAL INFORMATION. This means you may not tell any of your friends or family about the Product unless they also have agreed to the terms of this NDA.
If you do not agree to these terms of our NDA, or if you think confidentiality will be a problem for you, do not download, use, or register for the Product.
SunVia and you agree as follows:
During the course of this Agreement, SunVia may give you limited, non-public access to the Test version of the Product and the Documentation, so you may have access to know-how, trade secrets, and other confidential information (“Confidential Information”) owned by SunVia, including without limitation, the Product and its related Documentation.
During this Agreement, SunVia may provide you publications, education materials, community guidelines, code of conduct, membership rules, and other technical and non-technical information and documents concerning the Product ("Documentation"), in the App or on the Product’s website. All such Documentation, whether or not marked with a trademark notice, copyright notice, or restrictive legend, such as "SunVia Confidential," is the confidential and proprietary property of SunVia and shall be treated as Confidential Information by you.
You agree to keep the Confidential Information strictly confidential and not to permit anyone to have access to such Confidential Information. You agree to treat any report, feedback, or comments you provide to us and any other information related to the Product and Documentation as SunVia's Confidential Information hereunder. You agree you will not copy, disclose, publish, display, publicly comment, or otherwise make available the Confidential Information, or any information gained from the use of the Confidential Information, to any third party, without the prior written consent of SunVia.
NO SOCIAL MEDIA POSTINGS / NO STREAMING. FOR THE AVOIDANCE OF DOUBT, YOU ACKNOWLEDGE THAT THE PROTAGONIST PRODUCT HAS NOT YET BEEN COMMERCIALLY RELEASED, IS IN A TESTING PHASE, AND IS THUS HIGHLY CONFIDENTIAL. YOU AGREE THAT YOU SHALL NOT DISCLOSE ANY INFORMATION REGARDING THE PRODUCT (AND/OR ANY OTHER CONFIDENTIAL INFORMATION) TO ANY THIRD PARTY NOR POST ANY SUCH INFORMATION ON ANY WEBSITE, INCLUDING SOCIAL NETWORKS (INCLUDING WITHOUT LIMITATION FACEBOOK, TIKTOK, LINKEDIN, TWITTER, VIMEO, INSTAGRAM, SNAPCHAT, ETC) AND/OR MEDIA PLATFORMS (INCLUDING WITHOUT LIMITATION YOUTUBE, DISCORD, OR TWITCH TV) OR ON ANY INTERNAL AND/OR EXTERNAL COMMUNICATION MATERIALS OR PLATFORMS OF ANY KIND. YOU AGREE THAT YOU SHALL NOT CAPTURE CONTENT OF THE PRODUCT, POST IMAGES OF THE PRODUCT SCREENS ONLINE, CREATE AND DISPLAY LIVE STREAMS OF YOUR USE OF THE PRODUCT AND DISCUSS THE TEST ANYWHERE ONLINE WITHOUT THE EXPRESS WRITTEN CONSENT OF SUNVIA.
You agree to secure and protect the Confidential Information, which in any event shall not be less than reasonable care in accordance with applicable industry standards, and to take all necessary and appropriate actions to satisfy your obligations under this NDA.
SunVia agrees to maintain the confidentiality of any live customer data used at any time during the testing period that comes into SunVia's possession. You agree that you will participate in conversations, surveys, programs, recorded sessions, and other activities for the explicit purpose of providing feedback about our products. SunVia may use any report or feedback prepared or communicated by you related to the Product, Documentation, or SunVia in general, for any SunVia business purpose, without any further consent or accounting, in the development, manufacture, improvement, marketing, and maintenance of Protagonist, Documentation and other SunVia products and services, including reproduction and preparation of derivative works based upon such reports, as well as distribution of such derivative works by SunVia.
You acknowledge that SunVia shall not be required to pay or reimburse you for your participation in the Test and that you are voluntarily agreeing to participate in the Test and adhere to this NDA. You agree to indemnify, defend, and hold harmless SunVia and its officers, directors, shareholders and employees from any and all actions, claims, loss, damages and other costs and expenses including reasonable attorneys’ fees relating to your failure to honor any obligation under this NDA.
You agree that SunVia in its sole discretion determines who may participate in the Test. Signing this NDA does not guarantee participation in the Test, but it is a necessary first step for us to consider who may participate in the Test. This Agreement will begin on the date SunVia allows you access to the Product and will end upon the earlier of: (a) the date SunVia makes the Product generally available, as SunVia may determine in its sole discretion; (b) the date you notify SunVia that you discontinue use and testing of the Product; or (c) the date of termination of this Agreement by SunVia, as provided herein. Within five (5) days after termination, unless otherwise agreed to in writing by SunVia, you will either return to SunVia all Confidential Information, and all copies thereof, or if so instructed by SunVia, destroy such Confidential Information and all copies thereof and certify in writing to SunVia that such has been destroyed.
SunVia may terminate this Agreement without cause by giving written notice of termination to you. SunVia may immediately terminate this Agreement in the event of any failure to comply with the Agreement. Termination of this Agreement does not terminate your obligation to keep confidential the Confidential Information learned during the Test.
A Few More Details
Neither SunVia nor you have any right at this time to use the existence of this relationship in advertising, public forums, or through any other media or other marketing activities, without the express written consent of SunVia (and any other such other party involved with the proposed disclosure).
The provisions of this NDA and all the rights and obligations created under it shall be governed by and construed in accordance with the laws of the State of Texas without regard to principles of conflicts of laws. Exclusive forum and jurisdiction for any dispute under this NDA shall be a court of competent jurisdiction in Austin, Texas.
This Agreement may be amended only by a written agreement signed by authorized representatives of both parties.