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Private Beta Confidentiality Agreement

Pre-Release Application License and Non-Disclosure Agreement

IMPORTANT: THIS PRE-RELEASE APPLICATION LICENSE AND NON-DISCLOSURE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND ARCHYTECT™. READ IT CAREFULLY BEFORE CONTINUING, AND USING, THE QUIBBER™ APPLICATION (APP). IT PROVIDES RESTRICTIONS AND YOUR OBLIGATIONS WITH RESPECT TO THE APP AND OTHER CONFIDENTIAL INFORMATION. IN ADDITION, IT PROVIDES A LICENSE TO USE THE APP AND CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING THE APP, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE APP AND AGREEING TO BECOME BOUND BY EACH OF THE TERMS, RESTRICTIONS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, RESTRICTIONS AND CONDITIONS, THEN DO NOT CREATE AN ACCOUNT OR USE THE APP.

1. Definitions

(a) “Confidential Information” means the App, specifications, documentation and any other information related thereto, including the existence, features and capabilities, and potential release date of the App.
(b)”ARCHYTECT” means Archytecture Organizational Design, Inc. and its licensors, if any.
(c)”App” means only the Quibber application and third party services, in each case, available on and through the ARCHYTECT website (www.archytect.org) and supplied by ARCHYTECT under this Agreement, and corresponding documentation, associated media, printed materials, and online or electronic documentation.

2. Confidential Information; License and Restrictions.

(a) You agree that the App, specifications, documentation and any other information related thereto, including the existence, features and capabilities, and potential release date of the App, are Confidential Information of ARCHYTECT. You agree not to disclose or publish any Confidential Information to any third party and that you shall use your best efforts to prevent inadvertent disclosure of such Confidential Information to any third party. You may disclose Confidential Information to your employees on a need to know basis if each of such employees is also bound by a confidentiality agreement to protect the Confidential Information under conditions substantially similar to this Agreement.

(b) You acknowledge that unauthorized disclosure of Confidential Information will diminish the value of the proprietary interests that are the subject of this Agreement. If you breach your obligations hereunder, ARCHYTECT may be entitled to seek equitable relief to protect its interests therein, including but not limited to injunctive relief, in addition to any and all other rights and remedies available at law or equity.

(c) Subject to your continued compliance with this Agreement, you are allowed to use the Confidential Information within your organization solely for the purpose of evaluating the App and discussing such evaluation with ARCHYTECT. The license granted herein is non-exclusive. Other than as expressly set forth in this Section 2(c), no other rights or licenses to the App or any other Confidential Information are granted to you.

(d) You and your employees are strictly prohibited from copying, modifying, distributing, publicly displaying or publicly offering the App. Neither you nor any of your employees may alter, merge, adapt or translate the App, or decompile, reverse engineer, disassemble, or otherwise reduce the App to a human-perceivable form. Neither you nor any of your employees may sell, rent, lease, transfer or sublicense the App. Neither you nor any of your employees may modify the App or create derivative works based upon the App. The license granted herein does not entitle you or any of your employees to use the App, or any technology or intellectual property contained within it, as reference or inspiration for developing or creating another product in any way based upon the App. All rights not expressly granted herein are reserved by ARCHYTECT.

3. Evaluation Obligations.

(a) You will evaluate the App, report any problems with the App to ARCHYTECT, and respond to questions regarding your and your employees’ evaluation and use of the App. Further, you shall provide ARCHYTECT comments, review, evaluation, analysis, suggestions, or other feedback regarding your use of the App (“App Feedback”). You agree that all App Feedback is made voluntarily and shall not create a confidentiality obligation from ARCHTYECT to any party and ARCHYTECT shall be free to use any App Feedback in any manner without obligation of any kind to you or any of your employees.

(b) You understand and agree that the App may transmit certain information pertaining to the App and its use and operation to ARCHYTECT electronically and automatically. For example, the App may transmit diagnostic information regarding the performance of the App and the device configuration that the App is being run on to ARCHYTECT. Any information received by ARCHYTECT from this transmission will be used by ARCHYTECT solely for the purposes of diagnosing and correcting errors in the App and monitoring compliance with this Agreement.

4. Warranty Disclaimer/Limitation on Liability.

(a) YOU ACKNOWLEDGE THAT THE APP IS A PRE-RELEASE VERSION THAT DOES NOT REPRESENT A FINAL PRODUCT, AND MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE FAILURES.

(b) YOU ACKNOWLEDGE AND AGREE THAT THE APP IS PROVIDED “AS IS” AND “WITH ALL FAULTS”. ARCHYTECT AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE RELATING TO THE APP, INCLUDING WITHOUT LIMITATION WARRANTIES OF PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, ARCHYTECT AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES OF TITLE, NONINFRINGEMENT OR QUIET ENJOYMENT. ARCHYTECT DOES NOT WARRANT THAT THE APP IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU. THE APP IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. ARCHYTECT SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ARCHYTECT, ITS EMPLOYEES OR ANY THIRD PARTY SHALL CREATE A WARRANTY. YOU BEAR ALL RISKS OF PERFORMANCE OF THE APP.

(c) NEITHER ARCHYTECT NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE APP AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ARCHYTECT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(d) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS OF THIS AGREEMENT.

5. Term and Termination.

(a) Either party may terminate this Agreement at any time upon written notice; provided, however, your obligations, including those of your employees, with respect to the Confidential Information shall survive until you receive notice from ARCHYTECT that you can disclose the Confidential Information to the public, or the Confidential Information is disclosed to the public by ARCHYTECT.

(b) Upon termination or upon request from ARCHYTECT, you will promptly remove the App, all other Confidential Information and related documentation together with all copies in any form. Sections 1, 2(a), 2(b), 2(d), 4, 5, 6 and 7 shall survive any termination of this Agreement.

6. Proprietary Rights.

This Agreement gives you limited license to use the App as set forth in Section 2(c) hereof. Except as expressly provided in Section 2(c), ARCHYTECT and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the App (as an independent work and as an underlying work serving as a basis for any improvements, modifications, derivative works, and applications you may develop) and other Confidential Information, and all copies thereof. All rights not specifically granted in this Agreement, including Canadian and International Copyrights, are reserved by ARCHYTECT and its suppliers.

7. General Provisions.

(a) This Agreement shall be governed in all respects by the laws of the Province of Ontario and any dispute arising out or relating to this Agreement shall be brought exclusively in the province and federal courts in Toronto, Ontario. You understand that unauthorized disclosure of Confidential Information may cause irreparable injury to ARCHYTECT and thus, ARCHYTECT may be entitled to seek equitable relief to protect its interests therein, including but not limited to injunctive relief, in addition to any and all other rights and remedies available at law or equity.

(b) Notices between the parties shall be by personal delivery, facsimile, e-mail or certified mail, return receipt requested, and shall be deemed given upon receipt at the address of the party or five days after deposit in the mail whichever is earlier.

(c) This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the App or any other Confidential Information shall be of no effect. The failure or delay of ARCHYTECT to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.

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