Pre-Launch Study Participation and Non-Disclosure Agreement

NOTICE REGARDING PARTICIPATION IN FitBUX PRE-LAUNCH STUDY

Thank you for agreeing to participate in the pre-launch study for Fitbux, Inc. d/b/a FitBUX. FitBUX’s products are intended to provide several advantages to consumers over repayment or refinancing of certain long-term loans, such as student loans. FitBUX customers will enter into a contractual commitment to make payments based on their actual earnings. The pre-launch study will focus on testing and obtaining feedback on the FitBUX products and related processes. Please understand that NO ACTUAL AGREEMENT TO REPAY ANY OF YOUR DEBTS WILL BE REACHED AS PART OF THE PRE-LAUNCH STUDY, OR AS A RESULT OF PARTICIPATING IN THE PRE-LAUNCH STUDY. Any such agreement would be possible only after FitBUX launches the commercial version of the FitBUX consumer product, should you then qualify. By participating you could become one of the first applicants considered for this new financial product. The following document, the “FitBUX Pre-Launch Study Participation and Non-Disclosure Agreement,” sets forth the terms and conditions of your participation in the pre-launch study. Participation in the pre-launch study after you receive this notice and the “FitBUX Pre-Launch Study Participation and Non-Disclosure Agreement” will constitute your consent to the terms and conditions contained in it. We truly appreciate your participating in the study and look forward to it.

FitBUX PRE-LAUNCH STUDY PARTICIPATION AND NON-DISCLOSURE AGREEMENT

Fitbux, Inc., a Delaware corporation (“FitBUX”) and the party identified under “Participant” below (“You”) wish to enter into this FitBUX Pre-Launch Study Participation and Non-Disclosure Agreement (this “Agreement”) to discuss and exchange information and to assure that the confidentiality of exchanged information is maintained and that rights to ideas or suggestions are properly allocated.

The parties agree as follows:

  1. Purpose.​
    1. You agree to take part in a study under this Agreement for the purpose of assisting FitBUX in testing and analyzing certain processes and procedures related to consumer financial products and/or services that FitBUX is developing or considering offering (the “Study”), which products and services, if launched, would expand the range of financial products and services offered to consumers like You (the “Purpose”).
  2. Feedback.
    1. ​​In the course of Your participation in the Study, You may be requested to provide comments, feedback, ideas, reports, suggestions, data or other information to FitBUX (collectively, as provided, “Feedback”).
    2. ​By providing Feedback, (i) You relinquish any and all ownership rights and licensed rights in the Feedback, and (ii) You hereby transfer and assign to FitBUX full and complete ownership rights to the Feedback.
    3. ​FitBUX shall have no obligation of any kind with respect to Feedback, and shall be free to use or disseminate the Feedback on an unrestricted basis for any purpose. This Agreement imposes no obligation on FitBUX to use the Feedback.
    4. ​You shall have no rights in any product or service created or modified using Feedback. Neither party acquires any intellectual property rights under this Agreement except the express and implied rights acquired by FitBUX to use the Feedback for the Purpose or otherwise.
    5. ​With respect to any Feedback, You represent and warrant that: (i) You own the Feedback when submitted by You, or otherwise have exclusive right to assign full ownership rights in the Feedback to FitBUX; (ii) the Feedback, including Your submission of it, does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity; (iii) As applicable, You used the product or service to which the Feedback relates in accordance with FitBUX instructions; (iv) the Feedback reflects Your honest opinions, findings, beliefs and experience about or with the product or service to which the Feedback relates; (v) You created the Feedback voluntarily; and (vi) You did not create the Feedback on behalf of Your employer, any organization, or anyone other than Yourself. You further represent that You are at least eighteen (18) years of age and reside in the United States (including any of its territories or possessions).
  3. ​​​Confidential Information.
    1. ​Any Feedback that You designate in writing to FitBUX as being confidential during the Study period and any information provided to You by FitBUX during or in connection with the Study shall be considered confidential (the “Confidential Information”), and the following terms shall apply: (i) each party may use any Confidential Information it receives only for the Purpose; (ii) each party will use a reasonable degree of care to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information; and (iii) You may not share Confidential Information you receive with any third party in any manner. You will promptly notify FitBUX of any unauthorized use or disclosure of its Confidential Information and cooperate with FitBUX in remedying any such unauthorized use or disclosure.
    2. ​Confidential Information does not include information that: (i) was known to the receiving party without restriction before receipt from the disclosing party; (ii) is publicly available through no fault of the receiving party; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party. A party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other party.
    3. ​In connection with the Study, You will be given access to certain information, plans, designs, processes and/or procedures developed and owned by FitBUX or a third-party licensor relating to prospective financial products (any such information, etc., collectively, “Services”). You may only use the Services for the Purpose and as instructed by FitBUX. All rights not expressly granted herein are expressly reserved by FitBUX or its licensors.
    4. ​As part of the Study, You may be asked to submit personal information, including Your name, address, phone number, email address and other information that You voluntarily submit that may identify You personally (“Personal Information”). You agree that FitBUX may use such Personal Information for the testing and evaluation of the Services, including identity verification, fraud detection and underwriting processes. FitBUX may also share such Personal Information with third parties who perform services on FitBUX’s behalf in connection with the Study. Before FitBUX discloses such information, FitBUX will use commercially reasonable efforts to ensure that such third parties (a) use Personal Information solely in connection with the Study and not for any other purpose and (b) use reasonable measures to protect Personal Information from unauthorized disclosure and use.
  4. Warranty disclaimer/limitation on liability.​​
    1. ​You acknowledge that the Services are a pre‐ release version that do not represent a final product, and may contain bugs, errors and other problems. THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” FitBUX AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE RELATING TO THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, FitBUX AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES OF TITLE AND NON‐INFRINGEMENT. FitBUX DOES NOT WARRANT THAT THE SERVICES ARE ERROR‐FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FitBUX, ITS EMPLOYEES OR REPRESENTATIVES, OR ANY THIRD PARTY SHALL CREATE ANY WARRANTY.
    2. ​​IN NO EVENT WILL FitBUX OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES OR OTHERWISE ARISING IN CONNECTION WITH THIS AGREEMENT, THE STUDY, OR YOUR PARTICIPATION IN THE STUDY, AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF FitBUX OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  5. Effective Date; Term and Termination.
    1. ​​This Agreement is effective as of the date FitBUX first makes (or made) any Services available to You.
    2. ​Unless terminated by either party in accordance with Section 5.3 hereof, the Study shall last from the date that FitBUX first makes (or made) any Services available to You until such date as FitBUX designates as the Study end date in a notice announcing termination of the Study, subject to any written amendment thereof delivered before such designated end date.
    3. ​Either party may terminate this Agreement at any time upon written notice provided. You agree, that notwithstanding termination under this Section, Your obligations with respect to the Confidential Information shall survive until You receive notice from FitBUX that You can disclose the Confidential Information to the public, or the Confidential Information is disclosed to the public by FitBUX. Upon conclusion of testing, termination or upon request from FitBUX, You will promptly permit FitBUX to remove the Services from the vehicle used for testing the Services and/or return the Services and return or destroy all other Confidential Information you received from FitBUX and related documentation together with all copies in any form.
    4. ​Sections 2.3, 3, 4, 5.3, 5.4, and 6 survive any termination of this Agreement.
  6. General Provisions.
    1. This Agreement does not create any agency or partnership relationship between the parties. This agreement is not assignable or transferable by You.
    2. ​This Agreement will be interpreted under California law. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the County of Santa Clara, California to adjudicate any and all disputes arising under this Agreement.
    3. ​You understand that unauthorized disclosure of Confidential Information may cause irreparable injury to FitBUX and thus, FitBUX shall be entitled to seek and obtain equitable relief to protect its interests, including but not limited to injunctive relief, in addition to any and all other rights and remedies available at law or equity.
    4. ​To participate in the Study, You must (a) be able to access FitBUX’s website by using a personal computer or other device that is capable of accessing the Internet, (b) have an active email account through which You can receive emails from FitBUX, and (c) consent to FitBUX’s use of emails or its website to provide You any written information that it may be required or permitted to send You in connection with the Study. You hereby consent to FitBUX’s use of emails or website notices for any notice required or permitted by this Agreement, and agree that any such notice will be delivered when posted on the FitBUX website or sent by email to the email address You designate for communications in connection with the Study.
    5. ​Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby. The failure or delay of FitBUX to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
    6. ​This agreement may be executed in counterpart, and an electronically transmitted signature shall be deemed to be the legal equivalent of an original signature. Each party hereto has had the opportunity to retain independent counsel to review this agreement.