This Evaluation & Feedback Agreement (“Agreement”) governs your access to, and evaluation of, confidential Udacity materials (“Materials”) gained during the process of Beta-Testing. This is a legal agreement between you (the undersigned) and Udacity, Inc., please read these terms carefully before your agreement, which will be documented by your signature below. You and Udacity (the Parties) agree as follows:
- Your Access to Udacity Confidential Materials:
Access to Materials: Subject to the terms of this Agreement, you will be provided access to various Materials for the sole purpose of your own personal review, evaluation and feedback. You understand that the Materials have not yet been publicly disclosed and are in development stages, and you agree that the consideration of gaining access to view the non-public materials and the opportunity to evaluate and provide feedback is in exchange for your agreement to comply with the terms herein providing the right to access and evaluate.
Confidentiality of the Materials: The Materials are part of the educational content and/or platform that are in development and are not publicly available, and are confidential and proprietary to Udacity. The Materials may or may not be marked or identified as “confidential,” but by the nature and the circumstances of disclosure the Parties hereby agree that they are understood to be confidential and proprietary to Udacity. Materials may be in the form of coursework, software, content outlines, curriculum content or ideas, educational or pedagogical techniques or strategies, or any user interface, design, or related technical or other information disclosed under this Agreement. You will take reasonable measures to avoid disclosure, dissemination or unauthorized use of Materials. In case you still have access to any of Materials after the end of the testing period you will return all such Materials upon our request. You understand that a breach of confidentiality will result in irreparable and continuing damage to Udacity for which there will be no adequate remedy at law, and we shall be entitled to injunctive relief and/or a decree for specific performance from you without posting bond or other security to restrain you from breach of the Agreement.
Ownership of Materials: All right, title, and interest in the Materials, together with any of the Feedback, will remain the exclusive property of Udacity and you are not granted any license under any trademark, patent, copyright or any other right by your access and Feedback to the Materials. No license is granted to you under any trademark, patent, copyright or other intellectual property right, and none is either granted or implied by the disclosure of the Materials to you.
- Your Feedback: Any feedback, comments, or suggestions (“Feedback”) that you provide about the Materials during the Beta Test is voluntary, and you agree that Udacity will be free to use such Feedback as we see fit and without any obligation to you. The rights of Udacity to the Feedback continue after termination, as do your confidentiality obligations.