HoneyBook Beta Non-Disclosure Agreement
This Beta Non-Disclosure Agreement ("Agreement") is entered into by and between HoneyBook, Inc. ("Company") and the undersigned entity ("Recipient"), in connection with Company's research, development, and testing activities, as proposed or agreed to by Company from time to time. By participating in HoneyBook’s beta testing program, Recipient agrees to the following terms:
1. Definition of Confidential Information
Company 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 Company considers confidential and that would, under the circumstances, appear to a reasonable person to be confidential (collectively, "Confidential Information").
Confidential Information includes all notes, analyses, compilations, studies, interpretations, feedback, photos, videos, audio clips, audiovisuals, or other media prepared by Recipient or its Representatives (as defined below) that contain 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 pre-existing records; (ii) is publicly available through no fault of Recipient; (iii) becomes known to Recipient, rightfully and without restriction, from a source other than Company; or (iv) is independently developed by Recipient without reliance on Confidential Information.
2. Use and Protection of Confidential Information
Recipient may use Confidential Information solely to evaluate Beta Products in accordance with this Agreement and HoneyBook’s Terms of Service ("Terms") available at https://www.honeybook.com/terms/terms-of-service. Recipient shall not copy, disclose, or distribute Confidential Information except to its employees and contractors who need to know it for the agreed-upon purpose and who are bound by written confidentiality obligations at least as protective as this Agreement.
Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than a reasonable degree of care. Recipient shall immediately notify Company in writing if it becomes aware of any unauthorized disclosure or use of Confidential Information.
3. Beta Products and Disclaimer
Beta Products are pre-release versions and may not perform at the level of commercially available products. They are provided “AS IS” without warranties of any kind. Company disclaims all warranties, express, implied, or statutory, including but not limited to warranties of merchantability, non-infringement, and fitness for a particular purpose.
Recipient accepts all risks associated with the use of Beta Products and acknowledges that Company may modify or discontinue Beta Products or Recipient’s participation in the beta program at any time, without notice.
4. Limitation of Liability
Company shall not be liable for any loss of use, lost profits, lost data, business interruption, or any indirect, incidental, consequential, punitive, special, or exemplary damages arising from or relating to Beta Products, regardless of the legal theory and even if Company has been advised of the possibility of such damages.
5. Return or Destruction of Confidential Information
Upon termination of the beta program or within two (2) days of Company’s written request, Recipient shall destroy all Confidential Information, delete or return any tangible Beta Products, and update any beta software to the latest publicly released version.
6. Intellectual Property Rights
Nothing in this Agreement grants Recipient any rights to Company’s intellectual property, except the limited right to use Beta Products for evaluation purposes. Any feedback, bug reports, or suggestions provided by Recipient ("Ideas") shall be deemed Company property, and Company shall have the unrestricted right to use, modify, and distribute such Ideas.
7. Injunctive Relief
Recipient acknowledges that monetary damages may be inadequate for any breach of this Agreement and agrees that Company shall be entitled to seek injunctive relief, in addition to any other available remedies, in the event of a breach or threatened breach.
8. Voluntary Participation
Recipient’s participation in the beta program is voluntary and does not create an employment relationship with Company. Recipient is not an agent, partner, or representative of Company and shall not make statements to imply otherwise.
9. Tax Implications
If Company provides any gift, the value of such gift may constitute taxable income. Company may issue an IRS Form 1099 or similar documentation reflecting the value of any gifts provided.
10. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the State of California, excluding its conflict of law principles. Any disputes shall be resolved exclusively in the courts of San Francisco County, California.
11. Miscellaneous
This Agreement may not be assigned or transferred by Recipient without prior written consent from Company. It constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements. Failure to enforce any provision shall not constitute a waiver. If any provision is deemed unenforceable, the remaining provisions shall remain in full force and effect.
Acknowledgment and Acceptance Recipient acknowledges having read and agreed to this Agreement and represents that they have the authority to bind the entity named below.