Our Trusted Tester Terms

Effective: October 3, 2023

This Trusted Tester Agreement (“Agreement”) is between Intrinsic Innovation LLC, located at 100 Mayfield Ave, Mountain View, California 94043 (“Intrinsic”) and the person agreeing to these terms (“You”, “Your”).

Participation.
1. Trusted Tester Program.
  1. Overview. Through this Agreement, Intrinsic is inviting You to participate in its trusted tester program (“Trusted Tester Program”) to help Intrinsic improve its products and services.
  2. Test Products. Intrinsic may allow You to test certain Intrinsic products and services which are in different stages of development and not yet suitable for use in a production environment (“Test Products”). Your participation in the Trusted Tester Program is voluntary.
2. Terms of Service. In addition to this Agreement, if the Test Products include terms of service, those terms will apply to Your use of the Test Products. If the Test Product does not include terms of service, the Intrinsic Platform Terms of Services at https://www.intrinsic.ai/platform-terms/ (or such other URLs as Intrinsic may provide) will apply. To the extent any of those terms of service conflict with this Agreement, this Agreement will govern.
3. Feedback. In connection with the Trusted Tester Program, Intrinsic may ask You to provide feedback (“Feedback”). If You provide Feedback, it must: (a) be truthful; (b) originate only from You, and (c) not contain any third party’s confidential information.
4. No Compensation. Intrinsic will not compensate You for Your participation in the Trusted Tester Program.
5. Suspension and Termination. Intrinsic may suspend the Trusted Tester Program or Your participation at any time.
Intellectual Property Rights.
1. Test Products.
  1. Ownership. Intrinsic retains all right, title, and interest in the Test Products and anything else that Intrinsic makes available to You through the Trusted Tester Program. Except for the license granted to You under Section 2.1(b) (License), You do not acquire any intellectual property rights under this Agreement.
  2. License. Subject to the terms of this Agreement (including Section 2.1(c) (License Conditions)), Intrinsic grants You a non-exclusive, non-transferable, non-sublicensable license to use and evaluate the Test Products in a non-production environment solely as instructed by Intrinsic during the term of this Agreement.
  3. License Conditions. Your license to use the Test Products is subject to the following conditions:
    1. You will follow any applicable instructions, policies, Trusted Tester Program requirements, and other product documentation made available to You by Intrinsic;
    2. You may use the Test Products only as permitted by applicable law, including applicable export and re-export control laws and regulations;
    3. You will maintain the confidentiality and security of any Test Product user account(s) and associated password(s), and will not give third parties access to those account(s) and password(s); You are responsible for all activity on Your account, whether undertaken by You or someone else;
    4. You will not misuse the Test Products, for example, by interfering with the Test Products or trying to access them using a method other than the interface that Intrinsic provides;
    5. You will comply with Section 3 (Confidentiality); and
    6. You will not copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to extract any or all source code of the Test Products in any way (and You will not allow anyone else to do so).
2. Feedback.
  1. Assignment of Rights. You will transfer Your Feedback to Intrinsic and Intrinsic may use Your Feedback without obligation to You. To the maximum extent permitted by applicable law, You assign to Intrinsic all right, title, and interest in Your Feedback. If requested by Intrinsic, You will sign applicable documents, provide support, and appoint Intrinsic to act on Your behalf to secure these rights. Intrinsic is not required to use Your Feedback.
  2. License. If applicable law does not permit the assignment of rights in Section 2.3(b) (Assignment of Rights), then You grant Intrinsic a perpetual, irrevocable, exclusive, worldwide, sub-licenseable, royalty-free, fully paid-up license to: (i) reproduce, distribute, create derivative works based on, publicly perform, publicly display, and otherwise use Your Feedback; and (ii) make, have made, import, use, have used, offer for sale, sell, lease, license, and otherwise exploit products and services (including combinations) that incorporate Your Feedback.
  3. Moral Rights. To the extent permitted by applicable law, You waive any moral rights You have and agree not to exercise them, unless You notify Intrinsic and follow Intrinsic’s instructions.
3. Software Developed by You.
  1. License to Develop Software. If permitted by the applicable Trusted Tester Program documentation, You may use the Test Products to develop software that interacts with the Test Products to accomplish particular tasks outlined in the documentation (“Test Applications”), but only if:
    1. You do not modify or distribute any of the Test Products or include any of the Test Products in the software You develop; and
    2. the software You develop does not violate applicable laws, Intrinsic’s or any third party’s rights, or any policies provided to You by Intrinsic.
  2. License to Use the Software You Develop. You grant Intrinsic, and its affiliates, a worldwide non-exclusive, irrevocable, perpetual, sublicensable and royalty-free license to use, modify, distribute and reproduce any Test Applications in order to improve its products and services.
Confidentiality.
1. Definition. “Confidential Information” means information that Intrinsic discloses to You under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by You, is rightfully given to You by a third party without confidentiality obligations, or becomes public through no fault of You. This Agreement, the Test Products and Trusted Tester Program, and Your Feedback (including the existence of all of the foregoing), are Intrinsic’s Confidential Information.
2. Obligations. You will not disclose to any third party, or otherwise make public in any manner, any Confidential Information without Intrinsic’s prior written consent. You must use a reasonable degree of care to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information. You will use the Confidential Information only for the purpose of participating in the Trusted Tester Program as instructed by Intrinsic. You may disclose Confidential Information when legally compelled by a court or other government authority. To the extent permitted by law, You will immediately provide Intrinsic with sufficient notice of all available details of the legal requirement and cooperate with Intrinsic’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as Intrinsic may deem appropriate.
Export Compliance. You will comply with all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce; (b) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control; and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
Personal Data. Intrinsic may use and share personal information that You provide to operate the applicable Trusted Tester Program and exercise Intrinsic’s rights, subject to Intrinsic’s then-current Privacy Policy at https://intrinsic.ai/privacy (or such other URL as Intrinsic may provide).
Term. This Agreement becomes effective when You sign below (the “Effective Date”). Unless earlier terminated pursuant to this Section 6, this Agreement shall automatically terminate 12 weeks following the Effective Date. Either party may terminate this Agreement effective immediately on written notice to the other party. All provisions that under their terms or by implication ought to survive will survive, including Sections 2.2 (Feedback), 2.3 (Software Developed by You); 3 (Confidentiality); 7 (Warranty Disclaimers); 8 (Limitation of Liability); and 9 (Miscellaneous).
Warranty Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTRINSIC PROVIDES ALL TEST PRODUCTS AND OTHER ITEMS UNDER THIS AGREEMENT “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. INTRINSIC AND ITS SUPPLIERS DISCLAIM ALL IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT IS TERMINATION IN ACCORDANCE WITH SECTION 6.
Indemnity. You will defend and indemnify Intrinsic and its affiliates, directors, officers, and employees against any third-party legal proceeding to the extent claiming that use of Your Feedback or Test Applications infringes or violates the third party’s intellectual property or other rights.
Limitation of Liability.
1. Definition. In this Section, “liability” means any liability, whether under contract, tort, or otherwise, including for negligence.
2. Limitations. Subject to Section 9.3 (Exceptions to Limitations):
  1. NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR:
    1. LOSS OF ANY DATA OR COMMUNICATIONS;
    2. LOST PROFITS OR REVENUES (WHETHER DIRECT OR INDIRECT);
    3. INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE); OR
    4. EXEMPLARY OR PUNITIVE DAMAGES; AND
  2. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO US$100; AND
3. Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR:
  1. DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS;
  2. FRAUD OR FRAUDULENT MISREPRESENTATION;
  3. BREACH OF SECTION 3 (CONFIDENTIALITY);
  4. ITS OBLIGATIONS UNDER SECTION 8 (INDEMNITY);
  5. INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR
  6. MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Miscellaneous. You may not assign or otherwise transfer any of Your rights or obligations under this Agreement without Intrinsic’s prior written consent. Any other attempted assignment is void. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect. This Agreement states the entire agreement between the parties and supersedes all prior agreements and understandings with respect to its subject matter. Intrinsic may modify this Agreement and notify You of such modification. Your continued participation in the Trusted Tester Program constitutes Your acceptance of the modified Agreement. You may not modify this Agreement without Intrinsic’s written consent. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship. All legal notices must be in English, in writing (which may be by email), and addressed to the other party’s primary contact, which for Intrinsic is legal-notices@intrinsic.ai.
Governing Law. All claims arising out of or relating to this Agreement will be governed by California law, excluding California’s conflict of laws rules, and will be litigated exclusively in Santa Clara County, California, USA.