Beta Non-Disclosure Agreement
In connection with Squareup International Limited’s (“Square”) research and development or testing activities, as proposed or agreed to by Square from time to time, the undersigned user (“Recipient”) of Square Beta Products (defined below) hereby agrees with Square that:
1. Square may disclose to Recipient in tangible or intangible form (a) product plans, products in development, prototypes, beta products, and associated materials, data, or information (collectively, “Beta Products”), (b) other information that is marked as confidential, or (c) other information that Square considers confidential and that would, under the circumstances, appear to a reasonable person to be confidential ((a) to (c) collectively, “Confidential Information”). For the avoidance of doubt, Confidential Information also includes all notes, analyses, compilations, studies, interpretations, feedback, photos, videos, audio clips, audio visuals, other media or documents prepared by Recipient or its Representatives (as defined below) that contain, reflect, or are based in whole or in part on Confidential Information. Confidential Information does not include information that (i) was known to Recipient without restriction before receipt, as demonstrated by files in existence before receipt, of that information from Square, (ii) is publicly available through no fault of Recipient, (iii) becomes known to Recipient, rightfully and without restriction, from a source other than Square without breach of this agreement and otherwise not in violation of Square’s rights, or (iv) is independently developed by Recipient without any use of Confidential Information, as demonstrated by files in existence at the time Recipient independently developed that information.
2. Recipient may use Confidential Information only internally to evaluate the Beta Products in accordance with the Square Terms of Service, to which Recipient has agreed or will agree to as a condition to creating a Square Account (the “Square Terms of Service”) and any other requirements specified orally or in writing by Square (the “Purpose”). Recipient will not copy any Confidential Information. Recipient will treat Confidential Information with at least the highest degree of care with which it treats similar materials of its own, and in any case no less than a reasonable degree of care. Recipient may disclose Confidential Information only to its employees and contractors (collectively, its “Representatives”) as necessary for the Purpose and under a written agreement at least as protective of Confidential Information as this agreement. Recipient will notify Square immediately in writing if Recipient becomes aware of any misuse or unauthorised disclosure of Confidential Information, any anticipated breach or any other breach of this Agreement by Recipient and/or its Representatives, and will cooperate with Square in every reasonable way to help Square regain possession of Confidential Information and prevent its further or potential unauthorised use
3.This Agreement shall be deemed effective as of the Effective Date. Upon the termination of Square’s internal evaluation or within five (5) days of Square’s written request, Recipient will destroy all Confidential Information, delete or return any tangible Beta Products. This Agreement’s provisions will survive as to all Confidential Information disclosed. A Representative of Recipient shall confirm in writing to Square that it has complied with the instructions of Square under this provision.
4.If Recipient receives a demand for or becomes legally compelled to disclose any of the Confidential Information, Recipient shall provide prompt written notice to Square in advance of any such disclosure of the Confidential Information, so that Square may seek a protective order or other appropriate remedy, and Recipient shall cooperate fully with all such efforts to obtain a protective order or other appropriate remedy.
5. ALL CONFIDENTIAL INFORMATION CONTAINED HEREIN IS PROVIDED “AS IS.” Recipient acknowledges and understands that Square has made no representation or warranty in relation to any of the Confidential Information, its adequacy, accuracy or suitability for any purpose, and except as expressly agreed in writing, shall not be liable for any loss or damage arising from the use of any Confidential Information.
6. This agreement does not impose any obligation on Square to disclose any Confidential Information or grant Recipient any rights in Square’s intellectual property, except the limited right to use Confidential Information for the Purpose.
7. Recipient may submit comments or ideas about the Beta Products (“Ideas”). All bug or error reports, feedback, photos, videos, audio clips, audiovisuals, other media, comments, or ideas Recipient submits to Square about the Confidential Information will be considered Ideas under the Square Terms of Service, and Square will have the right to use and disclose such Ideas to the same extent as other Ideas Recipient submits under the Square Terms of Service.
8. Recipient’s obligations in this Agreement are necessary and reasonable in order to protect Square and its business. Due to the unique nature of Confidential Information, monetary damages would be inadequate to compensate Square for any breach by Recipient of this Agreement. Accordingly, Recipient agrees that any breach or threatened breach may cause irreparable injury to Square and, in addition to any other remedies available at law, in equity, or otherwise, Square will be entitled to obtain injunctive relief against Recipient’s threatened or continuing breach of this Agreement.
9. This Agreement does not create any agency or partnership relationship between Square and the Recipient. This Agreement is not assignable or transferable by Recipient without the prior written consent of Square. This Agreement is Square and the Recipient’s entire agreement on this topic, superseding any prior or contemporaneous agreements (provided that this agreement supplements, and does not supersede, the Square Terms of Service) and any amendments must be in writing and executed by the parties. Failure to enforce any of provisions of this agreement will not constitute a waiver. If any provision is unenforceable, the other provisions will remain effective.
10. This Agreement imposes no obligation on Square or the Recipient to purchase, sell, license, or transfer any technology, services, products or to proceed with any business transaction or enter into any agreement or arrangement with the one another in connection with the Purpose or otherwise. Square maintains the sole and absolute discretion to determine what, if any, of the Confidential Information it will release to Recipient.
11. No announcement of any kind shall be made in respect of the subject matter of this Agreement except as specifically agreed between Square and the Recipient or if an announcement is required by law. Any announcement required by law on the part of the Recipient shall in any event be issued only after prior consultation with Square.
12. This agreement is governed by the laws of Ireland. The exclusive venue for any dispute relating to this agreement shall be the Irish courts.