Thank you for your interest in testing our new mobile banking app. Your feedback is important in making sure our app meets the local banking standards. Before you continue, please take a moment to read and understand the terms and conditions of this Non-Disclosure Agreement.
This is an agreement, effective date consented, between Shara Inc. (the “Company”) and participant (the “Tester”), in which Tester agrees to test a mobile banking application (the “Application”) and keep the Company aware of the test results.WHEREAS, the Company desires to engage the Tester to participate in a beta test of its new digital banking application ("Beta Test") and provide feedback;WHEREAS, in connection with the Beta Test, the Company may disclose to the Tester certain confidential and proprietary information;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Company’s Obligations. Company shall provide Tester with a copy of the Application and any necessary documentation and instruct Tester on how to use it and what test data is desired by Company. The Company hereby grants Tester a limited license to install the Application on their mobile phone device for the sole purpose of testing the performance of the Application and advising the Company of the results of such tests.
2. Tester’s Obligations. Tester shall test the Application under normally expected operating conditions in Tester’s environment during the test period. Tester shall gather and report test data as agreed upon with Company. Tester shall allow Company access to the Application during normal working hours for inspection, modifications, and maintenance.
3. Confidential Information. The Tester agrees that they will at all times hold in strict confidence and not disclose Confidential Information (as defined below) to any third party except as approved in writing by the Company and will use the Confidential Information for no purpose other than evaluating the Application. For purposes of this Agreement, "Confidential Information" means any non-public, proprietary, or confidential information, whether in oral, written, electronic, or other form, that is disclosed or made available by the Company to the Tester, or to which the Tester gains access during the Beta Test. Confidential Information includes, but is not limited to, the Company's software, designs, algorithms, know-how, formulas, processes, ideas, inventions, prototypes, improvements, business plans, marketing plans, strategies, forecasts, unpublished financial information, budgets, projections, customer and supplier lists, pricing and cost information, and any other information marked or otherwise designated as confidential or proprietary. The Tester shall not disclose, disseminate, or use, directly or indirectly, any Confidential Information, including but not limited to screenshots of the app or the name of the Company, with anyone outside of the Company.
4. Security Precautions. Tester shall take reasonable security precautions to prevent the Application from being seen by unauthorized individuals whether stored on Tester’s mobile phone or other devices.
5. Term of Agreement. This Agreement shall continue in effect for a period of two (2) years from the date of disclosure of the Confidential Information, unless otherwise terminated by either party upon written notice to the other party. The restrictions and obligations contained in Clauses 3, 4, 7, 8, 9, 10, and 11 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind Tester, its successors, heirs and assigns.
6. Return of the Application and Materials. Upon the conclusion of the testing period or at Company’s request, Tester shall within 10 days return the original and all copies of the Application and all related materials to Company and delete all portions of the Application from mobile phone device.
7. Disclaimer of Warranty. The Application is a test product and its accuracy and reliability are not guaranteed. Tester shall not rely exclusively on the Application for any reason. Tester waives any and all claims Tester may have against Company arising out of the performance or nonperformance of the Application. THE APPLICATION IS PROVIDED AS IS, AND COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability. Company shall not be responsible for any loss or damage to Tester or any third parties caused by the Application. COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE APPLICATION OR ANY PERFORMANCE OF THIS AGREEMENT.
9. No Rights Granted. This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Application or Company’s trade secrets to Tester. Tester may not sell or transfer any portion of the Application to any third party or use the Application in any manner to produce, market or support its own products. Tester shall not identify the Application as coming from any source other than Company.
10. No Assignments. This Agreement is personal to Tester. Tester shall not assign or otherwise transfer any rights or obligations under this Agreement.
11. No Obligation of Continuation of Service. The Tester acknowledges that their participation in the Beta Test is voluntary and for the sole purpose of testing and providing feedback on the app. The Company has no obligation to continue providing the service to the Tester after the completion of the Beta Test.
12. General Provisions.
a. Relationships: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
b. Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best to effect the intent of the parties.
c. Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.
d. Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
e. Attorney Fees and Expenses: In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.
f. Governing Law: This agreement will be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law.
Company
Name: Grant Brooke
Address: 251 Little Falls DrWilmington, DE 19808 USA
Email Address: grant.brooke@shara.co
Tester
Participant Record, November 2023.
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By email: support@onitbank.com