The complete NDA is displayed below as part of this page. Review the full agreement, then complete every required field, acknowledge the agreement, and sign before submitting.
ARTEZIQ TESTER NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into as of the date of acceptance below, by and between:
ARTEZIQ ("Disclosing Party"), and the applicant named below ("Tester" or "Receiving Party"), an individual participating in the pre-release testing of Sherpa Caddie.
App Covered by This Agreement: Sherpa Caddie
1. Purpose
ARTEZIQ wishes to share access to the pre-release software application Sherpa Caddie, including its progressive web app and/or mobile (iOS/Android) versions (collectively, the "Software"), so that the Tester may test the Software and provide feedback. For purposes of this Agreement, "Software" specifically means Sherpa Caddie and its associated pre-release versions, features, materials, and testing information. This Agreement governs the Tester's access to and use of that Software and any related information.
2. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by ARTEZIQ to the Tester, whether in written, oral, visual, electronic, or any other form, including but not limited to:
- The Software itself, its existence, features, functionality, user interface, and design;
- Access URLs, credentials, invitation links, and any means of accessing the Software;
- Screens, screenshots, recordings, source code, data structures, and documentation;
- Product plans, roadmaps, unreleased features, and business information; and
- Any feedback, bug reports, or communications exchanged during testing.
3. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Tester; (b) was rightfully known to the Tester before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is required to be disclosed by law, provided the Tester gives ARTEZIQ prompt written notice where legally permitted.
4. Tester's Obligations
The Tester agrees to:
- Keep all Confidential Information strictly confidential and not disclose it to any third party;
- Not share, forward, or publish any access URL, link, or credential provided by ARTEZIQ;
- Not capture, reproduce, screenshot, screen-record, or copy the Software or its content except as expressly requested by ARTEZIQ for testing purposes;
- Not publicly discuss, review, post about, or reveal the existence of the Software on social media, forums, app stores, or elsewhere;
- Use the Software solely for the purpose of testing and providing feedback to ARTEZIQ; and
- Take reasonable care to protect Confidential Information from unauthorized access.
5. No License or Ownership
Nothing in this Agreement grants the Tester any right, title, license, or ownership interest in the Software or Confidential Information. All intellectual property remains the exclusive property of ARTEZIQ. Access is granted only for the limited testing purpose and may be revoked by ARTEZIQ at any time, for any reason, without notice.
6. Feedback
Any feedback, suggestions, ideas, bug reports, or improvements the Tester provides regarding the Software ("Feedback") shall become the sole property of ARTEZIQ. ARTEZIQ may use Feedback for any purpose without restriction, compensation, or attribution to the Tester.
7. Return or Destruction of Access
Upon the conclusion of testing, or upon ARTEZIQ's request, the Tester shall immediately cease all use of the Software, delete any copies of Confidential Information in their possession, and stop using any access URLs or credentials provided. ARTEZIQ may disable access at any time.
8. No Warranty
The Software is provided "AS IS" and "AS AVAILABLE" for testing purposes only. ARTEZIQ makes no warranties of any kind, express or implied, including fitness for a particular purpose, and shall not be liable for any damages arising from the Tester's use of the Software.
9. No Obligation
Nothing in this Agreement obligates ARTEZIQ to proceed with any product, disclose any particular information, or enter into any further relationship (employment, partnership, or otherwise) with the Tester. Participation as a Tester is voluntary and unpaid unless otherwise agreed in writing.
10. Term
This Agreement takes effect on the date of acceptance and remains in effect during the testing period and for two (2) years thereafter, except that obligations regarding trade secrets continue for as long as the information remains a trade secret under applicable law.
11. Remedies
The Tester acknowledges that any breach of this Agreement may cause ARTEZIQ irreparable harm for which monetary damages would be inadequate. ARTEZIQ is therefore entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict-of-law principles.
13. Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior discussions. Any amendment must be in writing and agreed to by both parties.
Acceptance
By signing below (or by clicking "I Agree" in the online version), the Tester acknowledges they have read, understood, and agree to be bound by this Agreement specifically for the testing of Sherpa Caddie.
