KENZEN, INC. FIELD TESTER & NON-DISCLOSURE AGREEMENT
If you agree to these conditions, please read on through the details. Then click on the button that indicates whether or not you agree to these terms and conditions. This will create a binding agreement.
1. Confidentiality. As a field tester, you will receive from Kenzen hardware, software, products, documentation, equipment, or other materials from Kenzen (“Kenzen Materials”). You agree to keep confidential and not disclose or discuss to any third-party: a) Kenzen Materials, b) Kenzen development or marketing plans that you learn about as part of your participation as a field tester, c) your participation in the field test program, and d) verbal or written communications from Kenzen employees, agents, contractors or other representatives regarding Kenzen Materials.
2. Feedback. You will provide prompt, requested feedback to Kenzen regarding the operation or use of Kenzen Materials. This may include filing online reports, participating in telephone interviews, maintaining a record of problems or errors, and responding to written surveys or email homework that may be provided by Kenzen. If an issue requires examination of the Kenzen Materials provided by Kenzen, you will ship the equipment to Kenzen within 48 hours of receiving the request. You acknowledge and agree that Kenzen may use, disclose, reproduce, license, distribute and otherwise commercialize such feedback. You hereby grant to Kenzen all required licenses in your feedback and the associated intellectual property rights to allow Kenzen to carry out these rights.
3. Unsolicited Ideas. You are not required to share any new product or feature suggestions, or other ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. If you do send such suggestions and ideas, you agree that Kenzen may freely use, disclose, reproduce, license, distribute and otherwise commercialize such ideas and materials. You hereby grant to Kenzen all required licenses in your suggestions and ideas and the associated intellectual property rights to allow Kenzen to carry out these rights.
4. Use of Your Comments in Marketing and PR. You agree that comments made by you in writing and submitted to Kenzen during the field test program may be used by Kenzen for marketing purposes or public relations purposes. In no event will Kenzen indicate in such marketing or public relations initiatives that you are an employee of, or otherwise affiliated with, Kenzen unless you are under contract which we may or may not disclose at our sole discretion.
5. Ownership. To the extent that Kenzen provides you Kenzen Materials, you agree that all Kenzen Materials are and remain the sole and exclusive property of Kenzen. You further agree, upon request of Kenzen, to return any Kenzen Materials at the end of the field test. You agree not to reverse engineer, modify, decompile, create works from, or disassemble any portion of the Kenzen Materials. You will not transfer, sell, or gift any Kenzen Materials provided to you under this Agreement.
6. Privacy. For purposes of this field test program, you agree to allow Kenzen, its employees or agents to contact you using the personal contact information you have provided, such as your name, email, address, and telephone number. Kenzen may store or share this personal contact information with Kenzen employees, agents or supervised contractors in order to communicate with you. Kenzen may use, collect, or store information generated from your testing and use of the Kenzen products and materials being provided to you under his Agreement (“Usage Data”). Kenzen may disclose, share, redistribute, or publish such Usage Data on an aggregated and anonymous basis. If you are outside of the United States, you understand and agree that personal contact information and Usage Data will be transferred to the United States and stored on servers in the United States, subject to laws applicable in the United States.
7. Termination. Kenzen may terminate this Agreement at any time, with or without cause, by providing you with written notice of such termination, which may be via email. Your obligations with respect to Kenzen Materials, and section 9, will survive any termination of this Agreement.
8. Injunctive relief. You agree that your breach of this agreement would cause irreparable harm for which monetary damages would be inadequate to remedy. You agree that Kenzen shall be entitled to injunctive relief to enforce your obligations, including return of Kenzen Materials, confidentiality, non-disclosure to a competitor, and other obligations.
9. Disclaimers and Limitation of Liability. KENZEN MATERIALS ARE PROVIDED TO YOU 'AS IS', WITHOUT WARRANTY OF ANY KIND, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. KENZEN WILL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, AND WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE KENZEN MATERIALS.
10. General Provisions. This Agreement may not be assigned or transferred by you and any attempted assignment shall be null and void. This Agreement shall be governed by and construed in accordance with the laws of the State of California in the United States. All claims must be brought in federal or state court in San Francisco County, California and the parties consent to personal jurisdiction therein. This Agreement constitutes the entire agreement between you and Kenzen relating to the transaction hereunder and will supersede any previous communication, representation, or agreement by either party, whether oral or written. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect. The failure of any party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by a party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.