Customer Beta Program

NON-DISCLOSURE AGREEMENT

ABOUT THIS NON-DISCLOSURE AGREEMENT

Congratulations on being selected to participate in GRAX’s customer beta program! We appreciate your willingness to help us make our products and services a great experience for all of our customers.

This agreement is a legal document between you and GRAX. It is important for GRAX that you understand and are comfortable with the terms of the agreement. So…while it may not be the most exciting reading, you should read the ENTIRE agreement. Do not agree to anything if you are uncomfortable with, or do not understand, the terms.

Thanks again for your help. We look forward to hearing your thoughts.

GRAX NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is entered into between you (the “Participant” or “you”) and GRAX, Inc. and is effective as of the date you click “Yes” on the acceptance screen to agree to participation in the program.

You desire to participate in GRAX’s customer beta program to have a limited number of persons test and/or review certain products and services before those products or services are offered to the general public for purchase (the “Test”). In the course of the Test, you will have access to confidential materials, services, products, and features currently under development by GRAX and not disclosed to the general public. In exchange for participating in the Test, GRAX will receive the benefit of your feedback and reports as a tester of GRAX’s materials, services, products, and features.

In consideration of this, GRAX and you agree as follows:

1. Test Material.

All materials, services, products, and features (including any related components, accessories, and documentation) provided to you by GRAX in connection with the Test are referred to in this Agreement as the “Test Material”.

2. Participant’s Obligations and Representations.

a) You agree to test and evaluate the Test Material as requested and described in any instructions provided by GRAX.

b) You agree to respond to any and all reasonable inquiries, questionnaires, surveys, and other test documents submitted to you by GRAX.

c) You agree that any feedback, ideas, modifications, suggestions, and improvements made by you with respect to the Test Material (“Supportive Information”) will be owned by GRAX. You agree to assign, and do hereby assign, all right, title, and interest worldwide in the Supportive Information and the related intellectual property rights to GRAX. GRAX may disclose or use Supportive Information for any purposes without any obligation to you.

d) You agree, that as a condition of participation in the Test Program, GRAX will have access to video and audio, if any, recorded by any GRAX device in the Test Program for the purposes of researching and refining GRAX’s products and services.

e) You represent that neither you nor any member of your household is (i) the member of the press or any public newsgroup; or (ii) an employee or representative of any competitor of GRAX. “Competitor” means any company or other entity that provides similar products or services to GRAX.

3. Confidentiality.

a) You acknowledge that as a tester, you (a “Recipient”), may have access to, and GRAX may disclose to you, certain valuable information belonging to and relating to GRAX which GRAX considers proprietary and/or confidential, including information concerning the Test Material’s trademark(s) and trade name(s), user manuals, sales and marketing plans, business plans, processes, existing and planned product features, and other trade secrets (“Confidential Information”). You will ensure that you use the Confidential Information solely for testing purposes consistent with the terms of this Agreement and will not disclose, without GRAX’s written consent, such Confidential Information to third parties or use such Confidential Information for your or their benefit.

b) You acknowledge that the Test Material contains Confidential Information developed or acquired by GRAX and that all right, title, and interest to that Confidential Information remain vested in GRAX. You will not disclose that you are or evaluating or testing or have evaluated or tested the Test Material (or the results of such testing) to any third party without GRAX’s prior written consent, including disclosure over social media. You also agree to treat any communications and reports prepared under this Agreement as Confidential Information and will not divulge the existence or content of such communications or reports to any third party.

c) This Agreement imposes no obligation of confidentiality upon you with respect to any portion of the Confidential Information which: (i) now or later, through no act or failure to act on your part, becomes generally known or available; (ii) is known to you at the time you receive same from GRAX; (iii) is furnished to you by a third party as a matter of right and without restriction on disclosure.

4. Proprietary Rights; No Right to Copy.

a) The Test Material and all copies of the Test Material, are proprietary to and the property of GRAX. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents, and other intellectual property rights in or associated with the Test Material are and will remain vested in GRAX and you have no such intellectual property rights in the Test Material.

b) You may not copy or reproduce the Test Material without GRAX’s prior written consent. You may not copy or reproduce any software or documentation provided by GRAX except as is reasonably needed to perform your obligations under this Agreement.

5. Waiver.

A waiver of any default hereunder or of any of the terms and conditions of this Agreement will not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but will apply solely to the instance to which such waiver is directed.

6. Governing Law.

This Agreement is governed by the laws of the Commonwealth of Massachusetts, excluding any such laws that might direct the application of the laws of another jurisdiction. The parties agree that the federal or state courts located in Boston, Massachusetts have exclusive jurisdiction to hear any dispute under this Agreement.

7. Entire Agreement.

This Agreement represents the entire agreement between us regarding the subject matter hereof and supersedes any and all prior agreements between us, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except by the written acceptance of both parties.

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