First Tracks Agreement

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS NON DISCLOSURE AGREEMENT (“AGREEMENT”) CAREFULLY. BY CLICKING ON THE “I ACCEPT” BUTTON, YOU ARE AGREEING ON YOUR OWN BEHALF OR ON BEHALF OF YOUR LEGAL ENTITY (WHETHER A COMPANY, ORGANISATION, EDUCATIONAL INSTITUTION, OR GOVERNMENTAL AGENCY, INSTRUMENTALITY, OR DEPARTMENT) TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN CLICK THE “I DON’T ACCEPT” BUTTON AND YOU WILL BE INELIGIBLE TO PARTICIPATE IN THE PROGRAM.

Purpose: The purpose of this Agreement is to set forth the terms and conditions under which you (“Participant”) will receive confidential information from Motion Metrics Ltd (“Motion Metrics”) in connection with the Carv First Tracks Program ("Program"), where Participant will receive early access to new products and developments from Motion Metrics for testing and feedback purposes.

Confidential Information: Confidential Information includes all information disclosed by Motion Metrics to the Participant, directly or indirectly, in writing, electronically, orally, or by inspection of tangible objects, including but not limited to software, hardware, designs, documentation, technical and business information, and any other materials marked or otherwise identified as confidential at the time of disclosure.

Confidential Information does not include any information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is rightfully received from a third party without breach of any obligation of confidentiality, (iii) is independently developed by the Participant without use of or reference to Motion Metrics' Confidential Information, or (iv) is approved for release by Motion Metrics in writing.

Non-Use and Non-Disclosure: Participant agrees not to use any Confidential Information of Motion Metrics for any purpose except to perform testing and provide feedback as part of the Program. Participant agrees not to disclose any Confidential Information to third parties except to those employees, contractors, or agents who need to know such information for the purposes of the Program and are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

Participant acknowledges and agrees that Participant is responsible for ensuring that each end user of any Confidential Information is aware of and complies with the terms and conditions of this agreement.

Maintenance of Confidentiality: Participants shall take reasonable measures to protect the confidentiality of Motion Metrics' Confidential Information, which measures shall be at least as protective as those it takes to protect its own Confidential Information.

Feedback: Participant agrees to provide Motion Metrics with feedback concerning the functionality and performance of the pre-release products, including without limitation identifying potential errors and improvements. Participant grants Motion Metrics a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such feedback without restriction.

Pre-Release Products: Participant acknowledges that the pre-release products provided by Motion Metrics are experimental and may contain errors, and are provided "as is" without any warranty of any kind.

Motion Metrics shall not be liable for any damages arising from the use or inability to use the pre-release products, including but not limited to injury, loss of data, business interruption, or any other commercial or personal damages or losses.

Return of Materials: Upon request by Motion Metrics, Participant shall return or destroy all materials containing Motion Metrics' Confidential Information.

No Obligation: Nothing in this Agreement shall obligate Motion Metrics to proceed with any transaction between them and the Participant, and Motion Metrics reserves the right to terminate the discussions contemplated by this Agreement concerning the Program.

No Warranty: All Confidential Information is provided "as is". Motion Metrics makes no warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of the Confidential Information.

Term: The obligations of Participant under this Agreement shall survive until the Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of Participant, but in no event more than five (5) years after the last disclosure of Confidential Information under this Agreement.

Equitable Relief: Participant acknowledges that its breach of this Agreement may cause irreparable harm to Motion Metrics, which harm may not be adequately compensated for by damages alone. Accordingly, Participant agrees that Motion Metrics shall have the right to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach of this Agreement.

Miscellaneous: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. Any amendments or modifications must be in writing and signed by both parties. This Agreement shall be governed by the laws of England and Wales.