BETA TESTERS NDA:

Please review our non-disclosure agreement.

Thank you for your interest in the LiVEwirz Beta program. Please review the non-disclosure agreement (“NDA”) below.

 

NONDISCLOSURE AGREEMENT

 

THIS NON-DISCLOSURE AGREEMENT (“NDA”) is between you and LiVEwirz, Inc., (“LiVEwirz”). This NDA governs the disclosure of information by LiVEwirz to all LiVEwirz users who have agreed to participate in one or more of LiVEwirz’s Beta programs.

 

As a participant in any of LiVEwirz’s Beta programs, you will be exposed to Confidential Information (defined below) belonging to LiVEwirz or one or more third parties (referred to herein as “Content Providers”) whose trademarks, channels or content are displayed in connection with LiVEwirz’s Beta programs in which you participate. As such, you are responsible to maintain the confidential nature of that information and not disclose it to any third parties, as more particularly described below.  To be eligible to participate in LiVEwirz’s Beta programs, you must agree to the terms and conditions of this NDA.

 

1. “Confidential Information” shall mean any and all information provided by LiVEwirz (and/or by any of LiVEwirz’s current or future Content Providers) including, but not limited to, terms of use, log-in credentials, the identities of LiVEwirz’s Content Providers and channels, information regarding LiVEwirz’s proposed future products, product features, current and future channels and/or content, and/or user interface options that may be shared with you as part of the LiVEwirz Beta programs in which you participate, as well any and all other ideas disclosed to you related to LiVEwirz’s future and proposed products and services.

 

2. Restrictions on Use of Confidential Information All information that LiVEwirz or its current or future Content Providers share with you as part of the Beta programs shall be deemed Confidential Information and shall be used by you for the sole and limited purpose of participating in LiVEwirz’s Beta programs in strict accordance with LiVEwirz’s instructions and any other terms and conditions set forth by LiVEwirz’s current and future Content Providers with respect to such Beta programs.

 

3. Restrictions on Disclosure of Confidential Information You agree that at all times you will hold in strict confidence and not disclose any Confidential Information to any third party except as expressly instructed by LiVEwirz in connection with the Beta program.

 

4. Your Obligation to Notify LiVEwirz You shall immediately notify LiVEwirz in the event of any loss or unauthorized disclosure of any Confidential Information, including unauthorized access to content associated with a Beta program or the theft or loss of your LiVEwirz player.  You shall immediately notify LiVEwirz in the event that you receive a legal request demanding disclosure of Confidential Information. You shall notify LiVEwirz by the means set forth below in section 9.

 

5. Limited License to Use Confidential Information You may display, reproduce, store, and otherwise use Confidential Information only as expressly permitted by LiVEwirz in connection with the Beta program in which you participate. Any reproduction of any Confidential Information shall remain the property of the LiVEwirz, its vendors and/or Content Providers, as the case may be.

 

6. No Warranty NEITHER LIVEWIRZ NOR ITS CURRENT OR FUTURE CONTENT PROVIDERS MAKE ANY REPRESENTATION, WARRANTY, OR ASSURANCE OF ANY NATURE, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION FURNISHED OR TO BE FURNISHED TO YOU.  Neither LiVEwirz nor its current or future Content Providers shall have any liability to you or your representatives relating to or arising from the use of the Confidential Information or any errors or omissions associated with the Confidential Information. 

 

7. Remedies and Enforcement for Unauthorized Use or Disclosure of Confidential Information You understand and agree that the subject matter of this NDA is unique and that it may be impossible to measure the damages that would result from unauthorized use or disclosure of the Confidential Information.  If you violate the terms of this NDA, LiVEwirz may, at its sole discretion, terminate your access to any or all LiVEwirz Beta programs in which you participate.  In addition, LiVEwirz reserves the right to seek any and all remedies LiVEwirz may have against you at law or in equity.  You agree that LiVEwirz has the right to have all obligations and terms of this NDA specifically performed by you and that LiVEwirz has the right to obtain preliminary and permanent injunctive relief to secure your performance and/or prevent a breach of this NDA even absent proof of actual damages.  You agree to waive any requirement that LiVEwirz secure or post a bond in connection with such remedies.

 

8. Term of Obligations You agree to protect and preserve the secrecy of all Confidential Information provided by LiVEwirz and/or by any of LiVEwirz’s current or future Content Providers until such time as that information becomes public knowledge other than by breach of this NDA by you.

 

9. Miscellaneous Provisions

a) Waivers and Amendments: This NDA and each of its terms may not be modified, discharged, or waived unless you and LiVEwirz execute a signed, written agreement effecting such modification, discharge, or waiver.  LiVEwirz’s delay or failure to enforce any provision of this NDA shall not constitute LiVEwirz’s waiver of the provision.

b) Successors and Assigns: This NDA shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.  However, you may transfer your rights and obligations under this NDA only with LiVEwirz’s prior express written consent.

c) Authority to Enter into NDA:  You represent and warrant that you have the legal capacity and authority to enter into this NDA and that the obligations of this NDA do not conflict with your obligations under any other agreements. 

d) Severability:  If any provision of this NDA is held by a court of competent jurisdiction to be invalid or unenforceable, the provision shall be stricken form the NDA without affecting the enforceability of the remaining provisions of this NDA.  You agree that you and LiVEwirz intend that this NDA be enforceable to the fullest extent permitted by law.

e) Headings: The headings contained in this NDA are for convenience only and shall not in any way affect the interpretation of any provision of this NDA.

f) Entire Agreement: This NDA constitutes the entire agreement between you and LiVEwirz with respect to the LiVEwirz Beta program.  This NDA supersedes all prior oral or written agreements, commitments, or understandings regarding the LiVEwirz’s Beta programs.

g) Governing Law and Jurisdiction: You agree that this NDA shall be governed by and construed in accordance with the laws of the State of Jew Jersey without regard to conflicts of law principles, and without regard to the United Nations Convention on the International Sale of Goods. You hereby consent, and agree to submit, to the jurisdiction of the state courts of Union County, New Jersey or the federal courts of the United States with respect to any claims arising out of this NDA or your participation in any LiVEwirz Beta program.

h) Notices: LiVEwirz shall issue notices to you regarding this NDA and the associated LiVEwirz Beta program via email or regular mail to the addresses you provide below.  You agree to send any notices required by this NDA or otherwise associated with this NDA or the LiVEwirz Beta program via e-mail with subject line 'LiVEwirz beta NDA' to info@LiVEwirz.com.