Beta Tester Agreement

3.1  You acknowledge and agree that the Beta Services are distinct from the commercially available Badger Maps services, and accordingly that the Beta Services are different from what is advertised by Badger Maps on their website or the paid services.

3.2  You acknowledge and agree that: (a) the Beta Services have not been made commercially available by Badger Maps; (b) the Beta Services may not operate properly, be in final form or fully functional; (c) the Beta Services may contain errors, design flaws or other problems; (d) the Beta Services may be subject to additional downtime (e) it may not be possible to make the Beta Services fully functional; (f) use of the Beta Services may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; and (g) Badger Maps has no obligation to release a commercial version of the Beta Services or otherwise introduce the Beta Services.  You assume all risk arising from use of the Beta Services as further stated in this Beta Agreement.

5.1.  License Grant.

Subject to your compliance with the terms and conditions of this Beta Agreement, Badger Maps hereby grants to you a limited, nonexclusive, nontransferable, revocable license, during the Term of this Beta Agreement, to access and use the Beta Services solely for the purposes of testing and evaluation, and not for general production or commercial use.

5.2.  Restrictions.

You acknowledge and agree that the Beta Services contain trade secrets of Badger Maps and its licensors, and, in order to protect such trade secrets and other interests that Badger Maps and its licensors may have in the Beta Services, you agree not to: (i) reverse engineer, decompile or disassemble the Beta Services or authorize a third party to do any of the foregoing, (ii) modify the Beta Services, (iii) distribute sell, sublicense or otherwise transfer the Beta Services, or (iv) copy the Beta Services, except as strictly necessary to use the Beta Services in accordance with the terms of Section 5.1. 

(a) Smartlook - this is a recording tool that records users’ workflow within the app, which Badger Maps will use to improve user experience and the Beta Services.

(b) Roadmunk - this is a feedback collection solution that will be linked to the Beta Services and used to gather and manage your feedback and support requests.

(c) Jira - this is a feedback collection solution that will be linked to the Beta Services and used to gather and manage your feedback and support requests.

All data recorded and gathered will be considered Confidential Information, and will only be used by Badger Maps to make improvements to the Beta Services. You understand and agree that the content of the recording will only be disclosed to the employees and contractors necessary to the development of the Beta Services.

8.1. All feedback, comments, and suggestions for improvements that you provide to Badger Maps hereunder are referred to collectively as “Feedback”.

8.2. You agree to (a) test the Beta Services and cooperate with Badger Maps in evaluating the Beta Services, and (b) provide Badger Maps with feedback as reasonably requested from time to time.

8.3. Feedback includes usability testing sessions which will be recorded. On behalf of yourself and your company, you hereby authorize Badger Maps to record your voice and screen share during all testing sessions. Badger Maps hereby certifies that the content of the recordings will only be disclosed to employees and contractors necessary to the development of the project.

8.4. Badger Maps reserves the right to terminate this Beta Agreement and your access to the Beta Services at any time in the event that you fail to provide feedback.

8.5. You hereby grant Badger Maps a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

10.1.  For purposes of this Beta Agreement, “Confidential Information” means (a) all product plans, development plans, prototypes, beta products, and materials, data, or information about the Beta Services, (b) any information or materials disclosed by or on behalf of Badger Maps to you that is marked “confidential” or “proprietary” or with a similar designation at the time of such disclosure, and (c) any information or material that due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary. 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 you that contain, reflect, or are based in whole or in part on Confidential Information.

10.2  You agree: (i) to maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; and (iii) not to use any Confidential Information for any purpose except for the purpose of testing and evaluating the Beta Services in accordance with this Beta Agreement and the ToS.

10.3.  The obligations and restrictions in Section 10.1 will not apply to any information or materials that: (a) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by you; (b) were rightfully known by you prior to the disclosure of such information or materials from Badger Maps; (c) are rightfully acquired by you from a third party who has the right to disclose such information or materials without breach of any obligation of confidentiality or restricted use to Badger Maps; or (d) are independently developed by you without access to any Confidential Information.

10.4.  Upon termination of this Beta Agreement, or earlier upon Badger Maps’s request, you will promptly return to Badger Maps, or, at Badger  Maps’s option, destroy, all tangible items and embodiments containing or consisting of Confidential Information and all copies thereof. All Confidential Information remains the sole and exclusive property of Badger Maps. 

10.5.  You agree that any breach of this Beta Agreement by you may result in irreparable harm to Badger Maps, for which damages would be an inadequate remedy and therefore, in addition to its rights and remedies otherwise available at law, Badger Maps shall be entitled to seek equitable relief, including injunction, in the event of such breach.

15.1  This Beta Agreement will be governed and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to this Beta Agreement will be the state and federal courts located in the San Francisco, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. 

15.2  This Beta Agreement, together with the ToS, Subscription Agreement, and Privacy Policy, constitutes the entire and exclusive understanding and agreement between Badger Maps and you with respect to its subject matter, and supersedes and replaces any and all prior oral or written understandings or agreements between Badger Maps and you with respect to its subject matter.

15.3  If for any reason a court of competent jurisdiction finds any provision of this Beta Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Beta Agreement will remain in full force and effect.

15.4  You may not assign or transfer this Beta Agreement, by operation of law or otherwise, without Badger Maps’s prior written consent. Any attempt by you to assign or transfer this Beta Agreement, without such consent, will be null and of no effect. Badger Maps may freely assign or transfer this Beta Agreement without restriction. Subject to the foregoing, this Beta Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

15.5  Badger Maps’s failure to enforce any right or provision of this Beta Agreement will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Badger Maps.

15.6  Except as expressly set forth in this Beta Agreement, the exercise by either party of any of its remedies under this Beta Agreement will be without prejudice to its other remedies under this Beta Agreement or otherwise.