Non-Disclosure and Pre-Release Software Agreement
This Agreement for Non-Disclosure and Pre-Release Software  ("Agreement") is between Ground Zero Tech-Works Inc. ("Ground Zero") and/or its subsidiaries and affiliates ("AyaNova") and you (“you,” “your”). BY CLICKING ON "I ACCEPT THE AGREEMENT" OR OTHERWISE INDICATING ACCEPTANCE ELECTRONICALLY, OR USING THE PRE-RELEASE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, IF APPLICABLE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT CLICK "I ACCEPT THE AGREEMENT" OR OTHERWISE EXPRESS ACCEPTANCE, AND YOU MUST NOT USE THE PRE-RELEASE SOFTWARE.  YOU AGREE TO BE BOUND BY THE APPLICABLE AYANOVA PRIVACY STATEMENT, SUBJECT TO CHANGE IN ACCORDANCE WITH ITS TERMS.  YOU CAN VIEW AYANOVA ’S PRIVACY STATEMENT ON THE AyaNova WEBSITE.  YOU AGREE THAT USE OF ANY AYANOVA OR THIRD PARTY FEATURES, SERVICES OR CONTENT EITHER IN OR ACCESSIBLE THROUGH THE PRE-RELEASE SOFTWARE SHALL BE SUBJECT TO ANY APPLICABLE AYANOVA AND/OR THIRD PARTY TERMS AND CONDITIONS
If applicable, you shall designate certain of your employees to use the Pre-Release Software, including any features, services or content either in or accessible through the Pre-Release Software, any related materials or documentation made available in connection with the Pre-Release Software and any updates or new versions that are made available by AyaNova to you specified below ("Pre-Release Software") and such employees shall also be considered “you” for the purpose of this Agreement.
You agree to use the Pre-Release Software solely for the purposes of evaluation in accordance with the following terms and conditions: 

1. Confidential Information. 

1.1. The Pre-Release Software, the Feedback from you, product-related information and any proprietary technology or know how provided to you by AyaNova as part of the Pre-Release program is the proprietary and confidential information of AyaNova ("Confidential Information"). You will use the Confidential Information only as expressly authorized in this Agreement and you will protect the Confidential Information, by using the same degree of care as you would use to protect your own Confidential Information, but no less than a reasonable degree of care, from the unauthorized use, dissemination or publication of the Confidential Information. You are not obligated to protect Confidential Information that you can prove: (a) is or becomes a matter of public knowledge through no fault of yours; (b) is rightfully received by you from a third party without a duty of confidentiality; (c) is independently developed by you (excluding the Feedback); (d) is disclosed under operation of law or (d) is disclosed by you with AyaNova 's prior written consent. Your employees must have signed a confidentiality obligations no less restrictive than stated herein.  You shall not use the Confidential Information for the creation and/or the development of any competing products.  Threatened breach or unauthorized use or disclosure of Confidential Information may cause AyaNova irreparable harm, and AyaNova will have the right to enforce this Agreement by injunctive or other equitable relief in addition to any other remedy.  AyaNova shall retain all right, title and interest in the Pre-Release Software, including without limitation all intellectual property rights embodied therein. You do not acquire any rights, express or implied, in the Pre-Release Software, other than those specified in this Agreement.

1.2 To the extent that you provide any information to AyaNova or its Representatives (as defined below), you warrant that (i) you are providing only your own information or the information of others which you are authorized to provide on their behalf to third parties; and (ii) the use of such information by AyaNova and its Representatives will not infringe or misappropriate the intellectual property rights or otherwise violate the rights of any third parties. As a condition of use of the Pre-Release Software, you agree that in the event of an error of the Pre-Release Software, a designated Pre-Release Software program technician shall be permitted to access your information as necessary.

1.3 Forums

a.  The Pre-Release Software may include a feature that allows you to exchange useful and helpful information about the Pre-Release Software with other pre-release testers (the “forum”).  Internet access is required to use the forum. Please respect and interact with other testers as you would in any public arena when using the forum. Exercise your judgment in evaluating other testers' forum information. Do not reveal information that you do not want to make public, such as by posting your contact information or email address while using the forum. AyaNova reserves the right to monitor the forum content and designate AyaNova employees to act as monitors. Additionally, AyaNova reserves the right to edit, remove or refuse to remove forum content in its sole discretion. 

b.  Conduct.  You agree not to upload, post or otherwise transmit any content (including but not limited to text, links, communications, software, images, sounds, data or other information) that violates applicable law or regulation or contains:  (1) Inappropriate content such as: profanity, objectionable material of any kind, links to websites that contains information about illegal activity, information or software that contains a virus, Trojan horse, or other harmful or disruptive component; (2) Spam such as: commercial solicitations, chain letters, securities offerings, repetitive, pointless or irrelevant postings; or (3) Attacks such as: "flaming" other testers in a manner that might incite or perpetuate a conflict or argument, creating usernames to attack other testers' identities, impersonating other individuals or falsely representing your identity or qualifications, postings that breach any users' privacy.

2. AyaNova License.  AyaNova grants you a limited, non-exclusive, non-transferable, royalty free license to use the Pre-Release Software solely for the purpose of evaluation in accordance to the terms provided in this Agreement. AyaNova shall make available to you the Pre-Release Software and any necessary information regarding use of the Pre-Release Software.  You shall not pledge, loan, mortgage or attempt in any other manner to dispose of the Pre-Release Software or to suffer any liens, encumbrances, or legal process to be incurred or levied on the Pre-Release Software.  Except as expressly allowed under this Agreement, you will not copy, sublicense any portion of the Pre-Release Software; reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Pre-Release Software, or create derivative works from the Pre-Release Software in whole or in part; nor use the Pre-Release Software in any manner not authorized by this Agreement.  AyaNova is under no obligation to develop, support, maintain or market the Pre-Release Software or to release production or general availability versions. Future versions of the Pre-Release Software, if any, may not be compatible with the current evaluation release of the Pre-Release Software.

2.1 Warranty Disclaimer.  You understand that the Pre-Release Software is a pre-release version provided “AS-IS” and does not represent a final product from AyaNova .You also understands that the Pre-Release Software may contain, errors, “bugs” and other problems which may result in system failure or failure in the use of the Pre-Release Software or loss of data.  AYANOVA DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND. NEITHER AYANOVA NOR ANY PARTICIPATING FINANCIAL INSTITUTION, ANY AYANOVA AFFILIATE, OR ANY THIRD PARTY SERVICE OR DATA PROVIDER, LICENSORS OR DISTRIBUTORS ("REPRESENTATIVES") MAKE ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTY OR CONDITION OF ANY KIND FOR THE PRE-RELEASE SOFTWARE INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OR CONDITION WITH REGARD TO PRE-RELEASE PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT. IN NO EVENT WILL AyaNova OR ANY OF ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PARTY FOR (i) CONSEQUENTIAL, INCIDENTAL, SPECIAL, DIRECT, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, LOST OR DAMAGED DATA, OTHER ECONOMIC OR COMMERCIAL LOSS UNDER ANY LEGAL THEORY, EVEN IF AyaNova OR ITS REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) FOR ANY CLAIM BY ANY OTHER PARTY. YOU ACKNOWLEDGE AND AGREE THAT YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRE-RELEASE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO PARTS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

2.2  Limitation of liability.  If, despite the limitations in this Agreement, Ground Zero becomes liable to you or to any third party, in no event will Ground Zero be liable for any monetary amount that, in the aggregate, is greater than the total amounts paid or due Ground Zero pursuant to this Agreement. 

3. Feedback.  Any feedback, comments or suggestions provided by you in any format such as photograph, audio, by telephone or other audio recording media, and/or by videotape, videoconferencing regarding the Pre-Release Software any or all of which shall be deemed AyaNova Confidential Information, with all rights vesting in AyaNova (the "Feedback") shall be deemed non-confidential to you.

By providing such Feedback, you grant to AyaNova, under your intellectual property rights, a perpetual, worldwide, fully paid-up, royalty-free, irrevocable, fully transferable, sublicensable, and non-exclusive license to reproduce, use, adopt, modify, excerpt, distribute and display: (1) photographic, audio and/or video recordings of you; and (2) the Feedback that you provide whether recorded or not for any legal, AyaNova-internal purpose whatsoever. You hereby grant permission to AyaNova to reproduce, excerpt, distribute and display photographic, audio and/or video recordings of you for any legal, research-related external purpose such as, but not limited to, professional research conferences. You waive any right to inspect or approve the finished product or the written copy which may be made utilizing the recordings or the Feedback and hereby discharge AyaNova and its subsidiary and affiliate companies, and any third party contractors it may engage in connection with such recordings, from any liability (including, without limitation, for invasion of privacy or defamation) for making, editing or using the photographic, audio and/or video recordings and the Feedback.

You agree that AyaNova may use your Feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. AyaNova will not sell, publish or share your Feedback in a way that could identify you without your explicit permission.  In addition, you do not expect any type of payment or remuneration from AyaNova for Feedback. You agree that all documents and materials submitted to AyaNova will become the property of AyaNova, unless AyaNova agrees otherwise in writing. No obligation is assumed or may be implied on the part of AyaNova by receipt or examination of the idea submission to use the Feedback, compensate you or otherwise enter into another agreement with you.

4.  Use With Your Mobile Device.  Your use of the Pre-Release Software may include a feature that allows you access to such Pre-Release Software via a compatible mobile device which may also require internet access and software.  You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as  the terms of your agreement with your mobile device and telecommunications provider.    AYANOVA MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:  (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE PRE-RELEASE SOFTWARE AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE PRE-RELEASE SOFTWARE. 

5. Term and Termination. 

5.1 Confidential Information. Your obligations with respect to the Confidential Information as set forth above shall terminate when you either (i) receive written notice from AyaNova that you can disclose the Confidential Information to someone or the public; (ii) the Confidential Information has been disclosed to the public by AyaNova; or (iii) twelve (12) months following the date of the public release of the Pre-Release Software as a final product.

5.2 Termination. (a) You may terminate the license but not the confidentiality obligations at any time by notifying AyaNova and by either (i) returning to AyaNova or destroying the Pre-Release Software and related information or (ii) notifying AyaNova in writing that you have terminated on-line access to the Pre-Release Software;  (b) AyaNova may terminate your license immediately if you fail to comply with any term or condition of this Agreement;  (c) AyaNova further reserves the right to terminate this Agreement on fifteen (15) days prior notice; (d) You agree that upon any termination, you will promptly return or destroy the Pre-Release Software and related information if requested by AyaNova and provide AyaNova with an officer’s certificate verifying such destruction.  Paragraphs 1, 2.1, 2.2, 3,4, 5, 6, and 7 shall survive any expiration, termination or rescission of this Agreement.

6.  Trademark.  You shall not use or register any word or phrase, symbol, logo or design, or any combination of the foregoing, that AyaNova believes or has reason or believe might constitute infringement of the AYANOVA mark and/or any AYANOVA-related mark.

7.    AyaNova Services.  You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by AyaNova . If you decide to use AyaNova Services, you may be subject to additional terms and conditions governing these AyaNova Services. You acknowledge that in accessing certain AyaNova Services through the Services you may upload or enter certain data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet.   You hereby grant AyaNova permission to use information about your business and usage experience to enable us to provide the AyaNova Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services AyaNova may provide to you in the future.  You also grant AyaNova permission to combine your business data, if any, with that of others in way that does not identify you, your company or any individual personally to improve services and to compare business practices with other users.  You also grant AyaNova permission to create, market or promote new AyaNova offerings based on your data.