Webpass TRUSTED TESTER AGREEMENT
This Trusted Tester Agreement (“ Agreement ”) is between Webpass Inc., located at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“ Webpass ”) and the person agreeing to these terms (“ You ”).
1.1 Trusted Tester Program.
- Overview. Through the Webpass trusted tester program (“ Trusted Tester Program ”), Webpass may allow You to test certain products and services (“ Test Products ”), which are in different stages of development. Your participation in the Trusted Tester Program is voluntary.
- Eligibility. You represent that You are at least eighteen years of age and capable of entering into a legally binding agreement on behalf of Yourself and others in Your residence who may participate in the Trusted Tester Program.
1.2 Test Products.
- Installation. If Webpass provides You with Test Products that require professional installation, You will provide Webpass (or its agents or contractors) with access to Your residence so that the Test Products and any related equipment may be installed and configured. Details of the installation process can be found in Attachment A to this Agreement.
- Return and Removal. Upon completion of the Trusted Tester Program (or earlier, if requested by Webpass), You will: (i) return any physical components or devices included with the Test Products to Webpass in accordance with Webpass's instructions; and (ii) remove any software included with the Test Products from your systems. For the avoidance of doubt, You will not be required to remove any professionally installed Test Products Yourself.
- Use. Test Products may not always perform as specified, and may not be suitable for use in a production environment. You are responsible for protecting Your property and data, and others, from any risks that may arise from Your participation in the Trusted Tester Program, including Your use of Test Products or a third-party’s products or services.
1.3 Feedback. In connection with the Trusted Tester Program, Webpass may ask You to provide feedback (“ Feedback ”). If you provide Feedback, it must: (a) be truthful; (b) originate only from You; and (c) not contain any third party’s confidential information.
1.4 No Compensation. Webpass will not compensate You for Your participation in the Trusted Tester Program.
1.5 Suspension. Webpass may suspend the Trusted Tester Program or Your participation at any time.
1.6 Data Collection. Webpass may: (a) collect information regarding Your use of the Test Products; and (b) disclose such information to third parties. Examples of information that may be collected and disclosed to third parties include Test Product performance, usability, and stability. Any personal information collected from You during the Program is subject to the Webpass Privacy Notice .
2. Intellectual Property Rights.
2.1 License; License Conditions.
- License. Subject to the terms of this Agreement (including Section 2.1(b) (License Conditions)), Webpass grants You a non-exclusive, non-transferable, non-sublicenseable license to use and evaluate the Test Products solely as instructed by Webpass during the term of this Agreement.
Your license to use the Test Products is subject to the following conditions:
- You will follow any applicable instructions, policies, Trusted Tester Program requirements, and other product documentation made available to You by Webpass;
- You may use the Test Products only as permitted by applicable law, including applicable export and re-export control laws and regulations;
- You will maintain the confidentiality and security of any Test Product user account(s) and associated password(s), and will not give third parties access to those account(s) and password(s); You are responsible for all activity on Your account, whether undertaken by You or someone else;
- You will not misuse the Test Products, for example, by interfering with the Test Products or trying to access them using a method other than the interface that Webpass provides;
- You will not resell or repackage the Test Products;
- You will comply with Section 3 (Confidentiality); and
- You will not reverse engineer the Test Products in any way (and You will not allow anyone else to do so).
2.2 Ownership; Repossession.
- Ownership. Webpass retains all right, title, and interest in the Test Products and anything else that Webpass makes available to You through the Trusted Tester Program. Except for the license granted to You under Section 2.1 (License), You do not acquire any intellectual property rights under this Agreement.
- Test Product Repossession. Webpass may repossess any Test Products provided to You as part of the Trusted Tester Program. If Your aid is required to uninstall any Test Products, You will allow Webpass (or its agents or contractors) to access Your residence to retrieve the applicable Test Products.
- Transfer; Use. You will transfer Your Feedback to Webpass and Webpass may use Your Feedback without obligation to You.
- Assignment of Rights. To the maximum extent permitted by applicable law, You assign to Webpass all right, title, and interest in Your Feedback. If requested by Webpass, You will sign applicable documents, provide support, and appoint Webpass to act on Your behalf to secure these rights.
- License. If applicable law does not permit the assignment of rights in Section 2.3(b) (Assignment of Rights), then You grant Webpass a perpetual, irrevocable, exclusive, worldwide, sub-licenseable, royalty-free, fully paid-up license to: (i) reproduce, distribute, create derivative works based on, publicly perform, publicly display, and otherwise use Your Feedback; and (ii) make, have made, import, use, have used, offer for sale, sell, lease, license, and otherwise exploit products and services (including combinations) that incorporate Your Feedback.
- Moral Rights. To the extent permitted by applicable law, You waive any moral rights You have and agree not to exercise them, unless You notify Webpass and follow Webpass’s instructions.
3.1 Definition. “Confidential Information” means information that Webpass discloses to You under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by You, is rightfully given to You by a third party without confidentiality obligations, or becomes public through no fault of You. This Agreement, the Test Products and Trusted Tester Program, and Your Feedback (including the existence of all of the foregoing), are Webpass’s Confidential Information.
3.2 Obligations. You will not disclose to any third party, or otherwise make public in any manner, the Confidential Information without Webpass’s prior written consent. You will use the Confidential Information only for the purpose of participating in the Trusted Tester Program as instructed by Webpass. You may disclose Confidential Information when legally compelled by a court or other government authority. To the extent permitted by law, You will immediately provide Webpass with sufficient notice of all available details of the legal requirement and cooperate with Webpass’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as Webpass may deem appropriate.
This Agreement becomes effective after You have: (a) checked the “I have read and agree with the Webpass trusted tester terms” box; and (b) clicked the “Submit” button in the Webpass trusted tester signup form, and continues for two years, unless earlier terminated by either party upon written notice to the other party. All Sections that should survive termination of this Agreement will survive termination, including Section 2.2 (Ownership; Repossession), Section 2.3 (Feedback), and Sections 3 through 10.
5. Warranty Disclaimers.
To the maximum extent permitted by applicable law:
5.1 Webpass provides all Test Products and other items under this Agreement “as is” without any representations or warranties of any kind.
5.2 Webpass and its suppliers disclaim all implied representations, warranties, conditions and guarantees, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
5.3 Your exclusive remedy under this Agreement is termination in accordance with Section 4 (Term).
6. Defense and Indemnity.
You will defend and indemnify Webpass, its affiliates, and their respective directors, officers, agents and employees against any third-party legal or regulatory proceeding to the extent arising from: (a) Your use of the Test Products or participation in the Trusted Tester Program; or (b) an allegation that use of Your Feedback infringes or misappropriates any third party’s rights, including intellectual property rights.
7. Limitations of Liability.
7.1 Definition. In this Section, “liability” means any liability, whether under contract, tort (including negligence), or otherwise (whether or not foreseeable or contemplated by the parties).
7.2 Limited Liabilities. Subject to Section 7.3 (Unlimited Liabilities):
Neither party will have any liability arising out of or relating to this Agreement for:
- the other party’s lost revenues or profits;
- indirect, special, incidental or consequential losses; or
- exemplary or punitive damages; and
- Each party’s aggregate liability arising out of or relating to this Agreement will not exceed US$100.
7.3 Unlimited Liabilities. This Agreement does not exclude or limit either party’s liability for:
- willful misconduct;
- fraud or fraudulent misrepresentation;
- breach of Section 2.1 (License; License Conditions);
- breach of Section 3 (Confidentiality);
- its obligations under Section 6 (Defense and Indemnity);
- infringement of the other party’s intellectual property rights; or
- matters for which liability cannot be excluded or limited under applicable law.
You may not assign or otherwise transfer any of Your rights or obligations under this Agreement without Webpass’s prior written consent. Any other attempted assignment is void. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect. This Agreement states the entire agreement between the parties and supersedes all prior agreements and understandings with respect to its subject matter. Webpass may modify this Agreement and notify You of such modification. Your continued participation in the Trusted Tester Program constitutes Your acceptance of the modified Agreement. You may not modify this Agreement without Webpass’s written consent. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.
9. Governing Law.
All claims arising out of or related to this Agreement will be governed by California law, excluding California’s conflict of laws rules, and will be litigated exclusively in the federal or state courts of Santa Clara County, California, USA; the parties consent to personal jurisdiction in those courts.
10. Other Webpass Services.
Attachment A: Installations
Rooftop installs by Webpass (or its agents or contractors)
- The Webpass team will install a small wireless receiver device on Your roof that will be removed at the end of the trial.
- Depending on the location of Your home, You may be offered the chance to receive a higher speed package (~1Gbps) if You are willing to have 2 slightly larger radios installed on Your roof and an outdoor battery backup box next to Your power meter.
- To install the radios, Webpass will drill small holes into Your roof for the J-arm mounts that the radios are mounted to. This mount and installation process is similar to satellite TV installation.
- For safety reasons, we will also mount an arrest point that our installer can clip into while on the roof.
- All holes will be made watertight with mastic tape and silicone sealant as is the industry practice for satellite TV installations.
- For Spanish tile roofs, Webpass will use a separate mounting system.
- Webpass will also use cable staples on the roof to anchor the wiring for connectivity/power. For a small number of homes, Webpass will also install a battery backup UPS next to the power meter which requires small holes to be drilled into the side of the home (this battery backup ensures the network stays up in the case a breaker is tripped in the house or there is a localized loss of power from utility work).
- When Webpass decommissions a site, we will remove the radio and J-Arm but leave the 4"x6" base plate of the J-arm behind to maintain the weatherized seal on the roof.
- For the UPS Webpass will remove the box, seal any holes and disconnect all wiring from the electrical breakers as part of decommissioning.
In-home install by Webpass (or its agents or contractors)
Webpass installers will need to enter Your home to install two pieces of indoor equipment:
- One piece of equipment is the Google Wifi router. This is a standard router that will allow You to connect your devices to the internet.
- The second piece of equipment is a SamKnows Whitebox. This device is to help us measure the performance of the internet in your home. It uses simulated data to provide us with network performance information without monitoring Your usage.