Nest Field Tester Agreement
Nest Labs, Inc Field Tester & Non-Disclosure Agreement
As with any field test program, you will be asked to agree to several conditions before you begin testing materials. Don't worry, we're not asking much! Here's a summary of the main terms you'll be agreeing to:
• The information you provided in the field test application is accurate.
• You are not a member of the press.
• You won't disclose to or discuss with any member of the press, any public newsgroup, or any third-party.
• You will reasonably respond in a timely manner to Nest’s requests for feedback.
• You license Nest freely to use the feedback and suggestions you provide.
If you agree to these conditions, please read on through the details. Then click on the button that indicates whether or not you agree to these terms and conditions. This will create a binding agreement.
The Details - read this carefully!
1. Confidentiality. As a field tester, you will receive from Nest hardware, software, products, documentation, equipment, or other materials from Nest (“Nest Materials”). You agree to keep confidential and not disclose or discuss to any third-party: a) Nest Materials, b) Nest development or marketing plans that you learn about as part of your participation as a field tester, c) your participation in the field test program, and d) verbal or written communications from Nest employees, agents, contractors or other representatives regarding Nest Materials.
2. No Conflicting Loyalty. You represent that neither you nor any household member is: a) a member of the press or any public newsgroup, or b) an employee or representative of any competitor of Nest including, without limitation: Honeywell, ADT, iControl, Control4, Carrier, White & Rogers, Vivint, Ecobee, and OPower. You represent that the information provided in your application to be a field tester is accurate.
3. Feedback. You will provide prompt, requested feedback to Nest regarding the operation or use of Nest Materials. This may include filing online reports, participating in telephone interviews, maintaining a record of problems or errors, and responding to written surveys or email homework that may be provided by Nest. If an issue requires examination of the Nest Materials provided by Nest, you will ship the equipment to Nest within 48 hours of receiving the request, at Nest's sole expense. You acknowledge and agree that Nest may use, disclose, reproduce, license, distribute and otherwise commercialize such feedback. You hereby grant to Nest all required licenses in your feedback and the associated intellectual property rights to allow Nest to carry out these rights.
4. Unsolicited Ideas. You are not required to share any new product or feature suggestions, or other ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. If you do send such suggestions and ideas, you agree that Nest may freely use, disclose, reproduce, license, distribute and otherwise commercialize such ideas and materials. You hereby grant to Nest all required licenses in your suggestions and ideas and the associated intellectual property rights to allow Nest to carry out these rights.
5. Use of Your Comments in Marketing and PR. You agree that comments made by you in writing and submitted to Nest during the field test program may be used by Nest for marketing purposes or public relations purposes. In no event will Nest indicate in such marketing or public relations initiatives that you are an employee of, or otherwise affiliated with, Nest
6. Ownership. To the extent that Nest provides you Nest Materials, you agree that all Nest Materials are and remain the sole and exclusive property of Nest. You further agree, upon request of Nest, to return any Nest Materials at the end of the field test at Nest’s expense. You agree not to reverse engineer, modify, decompile, create works from, or disassemble any portion of the Nest Materials. You will not transfer, sell, or gift any Nest Materials provided to you under this Agreement.
7. Privacy. For purposes of this field test program, you agree to allow Nest, its employees or agents to contact you using the personal contact information you have provided, such as your name, email, address, and telephone number. Nest may store or share this personal contact information with Nest employees, agents or supervised contractors in order to communicate with you. Nest may use, collect, or store information generated from your testing and use of the Nest products and materials being provided to you under his Agreement (“Usage Data”). Nest may disclose, share, redistribute, or publish such Usage Data on an aggregated and anonymous basis. If you are outside of the United States, you understand and agree that personal contact information and Usage Data will be transferred to the United States and stored on servers in the United States, subject to laws applicable in the United States.
8. Termination. Nest may terminate this Agreement at any time, with or without cause, by providing you with written notice of such termination, which may be via email. Your obligations with respect to Nest Materials, and section 9, will survive any termination of this Agreement.
9. Injunctive relief. You agree that your breach of this agreement would cause irreparable harm for which monetary damages would be inadequate to remedy. You agree that Nest shall be entitled to injunctive relief to enforce your obligations, including return of Nest Materials, confidentiality, non-disclosure to a competitor, and other obligations.
10. Disclaimers and Limitation of Liability. NEST MATERIALS ARE PROVIDED TO YOU 'AS IS', WITHOUT WARRANTY OF ANY KIND, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NEST WILL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, AND WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE NEST MATERIALS.
11. General Provisions. This Agreement may not be assigned or transferred by you and any attempted assignment shall be null and void. This Agreement shall be governed by and construed in accordance with the laws of the State of California in the United States. All claims must be brought in federal or state court in Santa Clara County, California and the parties consent to personal jurisdiction therein. This Agreement constitutes the entire agreement between you and Nest relating to the transaction hereunder and will supersede any previous communication, representation, or agreement by either party, whether oral or written. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect. The failure of any party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by a party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
12. Consent. Field Tester has received the necessary consents and approvals from the owner(s) of any premises where the products will be used/tested in the manner requested by Nest. Field tester is solely responsible for any failure to receive necessary consents and approvals.