Promotional Agreement

SafeTraces saniDART Promotional Agreement

 

In this SafeTraces saniDART Promotional Agreement (“saniDART Promotional Agreement”) or (“Promotional Agreement”), the terms “SafeTraces,” “we,” “us,” and “our” refer to SafeTraces, Inc., a Delaware corporation with its principal place of business at 4473 Willow Road, Suite 260, Pleasanton, CA 94588. The words “you” and “your” refer to you or an entity that you are representing.

If you choose to participate in our SafeTraces saniDART Promotional Program (“saniDART Promotional Program,” as further described in Section 1 below), you agree to this Promotional Agreement.  The Promotional Agreement governs your participation in the saniDART Promotional Program. To participate in the saniDART Promotional Program, you must accept and agree to this Promotional Agreement, and your participation in the saniDART Promotional Program automatically indicates and constitutes your acceptance of this Promotional Agreement.

 

  1. The saniDART Promotional Program.  
    • You must respond to our offer to participate in this saniDART Promotional Program (the “Offer”) before April 30, 2020.
    • The Offer remains valid while supplies last.  
    • The Offer includes use of saniDART consumables and equipment for a 14-day period.  
    • Your acceptance of the Offer is subject to further acceptance and confirmation by us.  This means that even if you accept the Offer, you will not become a part of the saniDART Promotional Program until and unless we confirm and accept your participation in the saniDART Promotional Program.  Before you and we enter into the Promotional Agreement, we must indicate in writing or electronically that you have been accepted into the saniDART Promotional Program, and you must accept the Promotional Agreement without any modifications and in writing or through our electronic signature process.
    • The Offer only applies to products and services made available to you by us, including saniTracers consumables, test kits, and customer support (the “saniDART Solution”).  The saniDART Solution may include products, software and/or services from us and/or from third parties affiliated with us, such as the Corvium CONTROL-PRO™ software and customer support provided by Corvium.  Any products, software and/or services provided by parties other than us may be subject to additional terms and conditions.  
    • If you join the saniDART Promotional Program and do not sign up for an ongoing commercial subscription with us, you will return all hardware and materials that we make available to you (“Consigned Materials”) in the same condition as you received them within seven (7) days after your participation in the saniDART Promotional Program ends.  We retain full ownership and all rights to the Consigned Materials, and you agree to not damage, place any liability or security interest on, or otherwise encumber any of the Consigned Materials in any way. The Consigned Materials will exclude any items that are identified by us as “consumables,” and such consumable items do not need to be returned to us.  The Consigned Materials may include a qPCR machine and other test equipment. If the Consigned Materials are damaged or otherwise encumbered in any way when we receive them back from you, you agree to compensate us in full for any damages or loss that we incur in connection with such Consigned Materials, up to the full new purchase price of the Consigned Materials.
    • Products and services provided by any third-parties are not included in the saniDART Promotional Program unless otherwise expressly stated by us.
    • If you join the saniDART Promotional Program, we will make available the saniDART Solution to you to begin your evaluation depending on our availability.  We will schedule the delivery of the saniDART Solution and the beginning of your evaluation as mutually agreed. 
    • Your evaluation and participation in the saniDART Promotional Program must be completed no later than June 30, 2020.  
    • The Offer is only available to customers located in the U.S.
    • The Offer is limited to one set of saniDART consumables and equipment per customer and account.
    • We will pay for the shipping of all materials included in the saniDART Solution to you, and we will also pay for shipment of the Consigned Materials back to us if you choose not to not sign up for an ongoing commercial subscription with us at the end of the saniDART Promotional Program.
    • You may not transfer or sell the Offer.
    • If you violate any terms of this Promotional Agreement (including any noncompliance with the Offer), we may withdraw, cancel or suspend your participation or eligibility for the saniDART Promotional Program at any time.
    • We may withdraw or modify the Offer at any time.
    • We reserve the right to select participants in the saniDART Promotional Program subject to availability of products and services, and based on any qualification criteria established by us in our sole discretion.  
    • When using or participating in the saniDART Promotional Program, you instruct us to collect certain health-related information from you through our electronic platform (the “Services”).  To use our Services, you must accept and agree to the agreement governing such Services (the “Agreement”), which is available on our website and may be accessed [here], and to our Privacy Policy (“Privacy Policy”), which is available on our website and may be accessed [here].  Your use of the Services automatically indicates and constitutes your acceptance of the Agreement and Privacy Policy.
  2. Additional Terms.  This Promotional Agreement includes the additional terms attached below in Attachment A (the “Evaluation Terms”).  The Evaluation Terms are an integral part of this Promotional Agreement, and this Promotional Agreement includes all terms and conditions from the Evaluation Terms.  You must read the Evaluation Terms before executing (in writing or electronically) or otherwise accepting this Promotional Agreement, and your execution or acceptance of this Promotional Agreement indicates that you read and you accept the Evaluation Terms as well.

By submitting a written or electronic acceptance of this Promotional Agreement, you are providing your legally binding signature, just as your handwritten signature, and you are confirming that you are at least 18 years old, and you have read and understood the information provided.

I confirm I am at least 18 years old and have read and understood the information provided.

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Attachment A

Evaluation Terms

These Evaluation Terms (“Evaluation Agreement”), effective as of the date when you join the saniDART Promotional Program (the “Effective Date”), is made and entered into by and between SafeTraces, Inc., a Delaware corporation with its principal place of business at 4473 Willow Road, Suite 260, Pleasanton, CA 94588 (“SafeTraces”) and you (as identified in the Promotional Agreement, and also denoted in this Agreement as “Customer”). Terms not defined in this Evaluation Agreement as defined in the Promotional Agreement to which this Evaluation Agreement is attached.

  1. SafeTraces commercializes a platform and services for providing food traceability and sanitation verification solutions to enterprises in the food and pharmaceutical industries, including hardware components, DNA markers, mobile apps, and cloud-based functionality; and 
  2. SafeTraces and Customer desire to enter into this Evaluation Agreement to enable Customer to evaluate certain products, software, and services, under the terms and conditions specified in this Evaluation Agreement.

In consideration of the mutual promises and covenants set forth in this Evaluation Agreement, the Parties, intending to be legally bound, hereby agree as follows.  

  1. Hardware. Customer will receive the Consigned Materials described in a separate document provided by SafeTraces.  Unless otherwise agreed by both parties in writing (email acceptable), SafeTraces will be responsible for delivering the Consigned Materials to Customer at the corresponding site approved by SafeTraces (the “Site”).  SafeTraces will own all such Consigned Materials and Customer will return them without any damage or encumberment at the end of the evaluation covered by this Evaluation Agreement.
  2. License; IP. SafeTraces grants to Customer a nonexclusive license to use the saniDART Solution (including the Consigned Materials) at the Site solely to evaluate the saniDART Solution.  The saniDART Solution includes confidential and proprietary information of SafeTraces (“Information”). All right, title and intellectual property rights in and relating to the Customer’s data and operational environment (“Customer Data”) are and will remain solely owned by Customer.  All right, title and intellectual property rights in and relating to the saniDART Solution and Information are and will remain solely owned by SafeTraces.  
  3. Support; Feedback. During the term of this Evaluation Agreement, SafeTraces will provide reasonable technical support for the saniDART Solution.  Customer agrees to provide reasonable feedback to SafeTraces describing the performance of the saniDART Solution, including any deficiencies and recommended improvements (“Feedback”).  SafeTraces will own all intellectual property rights relating to Feedback. Except as expressly provided in this Evaluation Agreement, neither party grants any license or right, by implication, statute, inducement, estoppel or otherwise, and each party hereby reserves all of that party’s rights other than the rights explicitly granted in this Evaluation Agreement.  
  4. No Warranties. The saniDART Solution, and respectively the Customer Data, are provided by each party “AS IS” and without any warranty of any kind.  Neither party warrants that any saniDART Solution, or respectively Customer Data is error free or will perform according to any specifications.  SAFETRACES AND CUSTOMER EACH DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE SANIDART SOLUTION AND RESPECTIVELY CUSTOMER DATA, INCLUDING ALL IMPLIED AND STATUTORY WARRANTIES IN ALL JURISDICTIONS AROUND THE WORLD, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  5. Limitations. NOTWITHSTANDING ANYTHING TO THE CONTRARY, SAFETRACES SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTIES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR OTHER DAMAGES WHETHER IN AN ACTION BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO THIS EVALUATION AGREEMENT, THE PROMOTIONAL AGREEMENT, OR THE SANIDART SOLUTION, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF SAFETRACES IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.  Under no circumstances shall SafeTraces’ total liability of all kinds arising out of this Evaluation Agreement, the Promotional Agreement and/or the saniDART Solution exceed one hundred U.S. Dollars ($100.00).
  6. Term. This Evaluation Agreement becomes effective on the Effective Date and expires automatically fourteen (14) days after the Effective Date, if not extended with the mutual written agreement of each party (email acceptable).  Each party may terminate this Evaluation Agreement and the Promotional Agreement at any time for any reason with five (5) days prior written notice. In the event of any termination or expiration of this Evaluation Agreement or the Promotional Agreement, Customer will promptly return the Consigned Equipment to SafeTraces within seven (7) days of such termination or expiration, and will reimburse SafeTraces in full for any damage or encumberment to the Consigned Equipment.  SafeTraces will pay the return shipping fees for the Consigned Agreement.
  7. Confidentiality.
    • “Confidential Information” means any information disclosed to each other by Customer and SafeTraces, in connection with this Evaluation Agreement and/or the Promotional Agreement (each a “Discloser” or “Recipient” of Confidential Information, as applicable).  Confidential Information includes all information that is communicated orally, or that is in written, electronic, graphic, machine readable or in other tangible form, provided that such information is identified as “Confidential”, “Proprietary” or in some other manner to indicate its confidential nature, or that it should be reasonably known under the circumstances as being confidential.  Confidential Information will include all technology, technical and business information, and all other tangible items and electronically stored data, including materials, formulations, compositions, prototypes, structures, designs, software, documentation, systems, files, records, databases, drawings, artwork, designs, displays, audio-visual works, manuals, specifications, flow charts, web pages, customer lists, test cases, customer support information, electronic and other data, tangible embodiments of technical or business data, marketing collateral, market requirement documentation, R&D development specifications, protocol specifications, and any other similar technology, information, data, materials and tangible or intangible items.  The saniDART Solution and any modifications or extensions made to the saniDART Solution in connection with this Agreement will be the Confidential Information of SafeTraces. The Customer’s technology and technology requirements, and any modifications or extensions made in connection with this Agreement to the Customer’s technology platform, will be the Confidential Information of the Customer. Notwithstanding the foregoing, Confidential Information will exclude any information that (i) was at the time of disclosure, or later becomes generally known and available in the public domain, through no fault of the Recipient; (ii) was known to the Recipient at the time of disclosure; (iii) is publicly disclosed with the prior written approval of the Recipient; (iv) was, or is later independently developed by the Recipient without any use of the Discloser’s Confidential Information; or (v) becomes known to the Recipient from a source other than the Discloser and not in violation of the Discloser’s rights.
    • Obligations.  With respect to any Confidential Information disclosed under this Evaluation Agreement by Discloser, (a) Recipient will treat such Confidential Information as confidential and will handle it using at least the same procedures and degree of care which it uses to prevent the misuse and disclosure of its own confidential information of like importance, but in no event less than reasonable care, (b) Recipient will only use such Confidential Information as expressly permitted under this Evaluation Agreement and only to the extent necessary, and (c) Recipient will not disclose any such Confidential Information to any of its employees, consultants or other individuals or entities except to the extent necessary for the purposes of this Evaluation Agreement and subject to confidentiality and nonuse obligations at least as protective of the Discloser as those set forth in this Evaluation Agreement (in which case Discloser will remain responsible for any noncompliance by such employees, consultants or other individuals or entities).  Recipient further agrees to keep confidential the terms of this Evaluation Agreement. Customer will not reverse engineer, disassemble or decompile the saniDART Solution, except to the extent that this clause is not enforceable under applicable laws.  
    • Data.  Customer will own all data processed in connection with this Evaluation Agreement by Customer, including all data relating to the tests conducted by Customer using the saniDART Solution (such data “Transaction Data”).  Transaction Data may include personal data relating to users of the saniDART Solution (e.g., names, email addresses, etc.). Customer will comply with all applicable privacy laws in the course of collecting, storing and using the Transaction Data.  Customer grants to SafeTraces a perpetual and irrevocable license, with the right to sublicense to SafeTraces’ affiliates, to use the Transaction Data in connection with SafeTraces’ business, including to assist Customer to configure and use the saniDART Solution and to provide to Customer the analytics, reporting and other services available in the Customer’s cloud-based back end portals.  Additionally, SafeTraces may use Transaction Data in an aggregate and anonymized format (without uniquely identifying individuals or entities) in the course of its business and to improve the saniDART Solution. SafeTraces will also comply with all privacy laws applicable to SafeTraces in connection with the Transaction Data to the extent that SafeTraces has access to such Transaction Data.
    • Deletion of Data.  Upon any termination or termination of this Agreement or upon request from the Discloser, Recipient will delete all of the Confidential Information received from the Discloser under this Agreement (together with all copies and derivatives of such Confidential Information), except that Recipient may continue to temporarily hold a copy of such information for data retention purposes in accordance with its data retention policy, as otherwise expressly permitted by this Agreement, or as required by applicable laws (e.g., as required by any applicable legal data retention requirements).
  8. Assignment. Neither party may assign this Evaluation Agreement or the Promotional Agreement without the express consent of the other party, except that either party may assign this Evaluation Agreement and/or the Promotional Agreement without the need to obtain such consent in connection with a corporate reorganization or a sale or transfer of all or substantially all of its stock, assets or business relating to the Promotional Agreement, provided that the assignee agrees to assume this Evaluation Agreement and the Promotional Agreement and be bound by their terms.  
  9. Notices. All notices or other communications relating to the performance, enforcement, or other legal aspects of this Evaluation Agreement or the Promotional Agreement will be in writing and will be sent to SafeTraces and respectively to Customer, as applicable, at the last address provided by each party.  
  10. Relationship of parties.  The Evaluation Agreement and the Promotional Agreement do not create and will not be construed as creating any relationship of agency, franchise, fiduciary duty, partnership, or employment between SafeTraces or Customer.  Accordingly, neither SafeTraces, nor Customer will have the authority, either express or implied, to make any contract, commitment or representation, or incur any debt or obligation on behalf of each other. This Evaluation Agreement, the Promotional Agreement, and this relationship are not exclusive for SafeTraces or Customer.
  11. Applicable Law and Venue. This Evaluation Agreement, the Promotional Agreement, and all claims arising under this Evaluation Agreement or the Promotional Agreement, will be governed by and construed and interpreted in accordance with the laws of the State of California, USA, applicable to contracts entered into and to be performed within that state.  Customer and SafeTraces hereby acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Evaluation Agreement or to the Promotional Agreement. SafeTraces and Customer hereby irrevocably consent to the personal jurisdiction and venue of any State or Federal court located in San Francisco, California, USA for any disputes arising out of this Evaluation Agreement and/or the Promotional Agreement.
  12. Injunctive Relief. Notwithstanding anything to the contrary in this Evaluation Agreement and the Promotional Agreement, in the event of a breach under Section 7 of this Evaluation Agreement (Confidentiality), each party, without limiting any of its other respective rights or remedies, will be entitled to specific performance and injunctive and/or equitable relief, in addition to other remedies afforded by law, to protect its interests.
  13. Construction. For purposes of this Evaluation Agreement and the Promotional Agreement, unless otherwise required by the context: the singular number will include the plural, and vice versa; the verb “may” indicates a legal right to perform the respective activity but does not establish a legal obligation to perform that activity; and the words “include,” “including” and “for example,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”  The headings in this Evaluation Agreement and the Promotional Agreement are for convenience of reference only and will not be referred to in connection with the construction or interpretation of this Evaluation Agreement. English is the official language of this Evaluation Agreement and the Promotional Agreement.  
  14. Miscellaneous. No amendment or modification of this Evaluation Agreement or the Promotional Agreement will be valid or binding upon the parties unless made in writing and executed by authorized representatives of each party, except as otherwise expressly provided in this Evaluation Agreement or the Promotional Agreement.  This Evaluation Agreement and the Promotional Agreement supersede all prior agreements and understandings, including oral representations, between SafeTraces and Customer relating to their subject matter. Waiver of breach of any provision of this Evaluation Agreement or Promotional Agreement on any occasion will not be deemed a waiver of that provision or of any other provision on any other occasion, nor will such waiver affect the right of either party to terminate this Evaluation Agreement and/or the Promotional Agreement.  If any provision in this Evaluation Agreement or the Promotional Agreement is held to be invalid or unenforceable for any reason, such provision will, to the extent of such invalidity or unenforceability, be severed, but without in any way affecting the remainder of such provision or any other clause in this Evaluation Agreement or the Promotional Agreement, and the provision will be replaced with a provision which, to the extent permitted by applicable law, achieves the purposes intended by the invalid or unenforceable provision.  
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