In connection with the research and development or testing activities of Upcoming Media, Inc., or its subsidiaries and affiliates (“StickARs”), as proposed or agreed to by Upcoming Media, Inc., from time to time, you, as a tester or participant in such activities, and your subsidiaries and affiliates (“Recipient”) hereby agree with Upcoming Media, Inc., that:

- Upcoming Media, Inc., may disclose to Recipient in tangible or intangible form (a) product plans, products in development, prototypes, beta products, and associated materials, data, or information (collectively, “Beta Products”), (b) other information that is marked as confidential, or (c) other information that Upcoming Media, Inc., considers confidential and that would, under the circumstances, appear to a reasonable person to be confidential (“Confidential Information”). For the avoidance of doubt, Confidential Information also includes all notes, analyses, compilations, studies, interpretations, feedback, photos, videos, audio clips, audio visuals, other media or documents prepared by Recipient or its Representatives (as defined below) that contain, reflect, or are based in whole or in part on Confidential Information. Confidential Information does not include information that (i) was known to Recipient without restriction before receipt, as demonstrated by files in existence before receipt, of that information from Upcoming Media, Inc., (ii) is publicly available through no fault of Recipient, (iii) becomes known to Recipient, rightfully and without restriction, from a source other than Upcoming Media, Inc., without breach of this agreement and otherwise not in violation of Upcoming Media, Inc.’s rights, or (iv) is independently developed by Recipient without any use of Confidential Information, as demonstrated by files in existence at the time Recipient independently developed that information.


- Recipient may only use Confidential Information to evaluate the Beta Products in accordance with this agreement and the General Terms of Service and all Additional Terms to which Recipient has agreed to or will agree to as a condition to creating a Upcoming Media, Inc., account or using Beta Products (the “Upcoming Media, Inc., Agreement”) and any other requirements specified orally or in writing by Upcoming Media, Inc., (the “Purpose”). Recipient will not copy any Confidential Information. Recipient will treat Confidential Information with at least the highest degree of care with which it treats similar materials of its own, and in any case no less than a reasonable degree of care, and will not disclose, except as permitted herein, any Confidential Information. Recipient may only disclose Confidential Information to persons as necessary for the Purpose and who are legally obligated to preserve the confidentiality thereof. The Recipient shall inform all such persons of the confidential nature of such Confidential Information and cause such persons not to disclose such Confidential Information except as permitted herein. The Recipient shall be responsible for any breach of this agreement by any such persons. Recipient will notify Upcoming Media, Inc., immediately in writing if Recipient becomes aware of any misuse or unauthorized disclosure of Confidential Information, and will take all reasonable measures at its sole expense to prevent such misuse or unauthorized disclosure of Confidential Information.


- Beta Products have not yet been publicly released and are offered for the sole purpose of testing and evaluation. Beta Products may not perform at the level of a commercially available service; may not operate as expected and maybe modified prior to release. BETA PRODUCTS ARE, THEREFORE, OFFERED “AS IS” WITHOUT WARRANTY OF ANY KIND. UPCOMING MEDIA, INC., DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE BY AGENTS OR EMPLOYEES OF UPCOMING MEDIA, INC., MAY GIVE RISE TO A WARRANTY. THE RECIPIENT ACCEPTS ALL RISKS ARISING OUT OF THE DOWNLOAD, ACCESS AND USE OF THE BETA PRODUCTS. UPCOMING MEDIA, INC., MAY, IN ITS SOLE DISCRETION, AT ANY TIME, TERMINATE OR DISCONTINUE THE BETA PRODUCT(S), DISCONTINUE RECIPIENT’S PARTICIPATION, OR REMOVE RECIPIENT’S FEEDBACK.


- UPCOMING MEDIA INC. SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN RELATION TO THE BETA PRODUCTS.


- Upon the termination of Upcoming Media, Inc.,’s internal evaluation or within two (2) days of Upcoming Media, Inc.,’s written request, Recipient will destroy all Confidential Information, delete or return any tangible Beta Products, and update any beta version of a Upcoming Media, Inc., mobile app to the latest released version of such Upcoming Media, Inc., mobile app. The destruction or erasure of any Confidential Information will not relieve Recipient of its obligation to maintain the confidentiality of the Confidential Information in accordance with the terms hereof. Notwithstanding the foregoing, a Recipient may retain Confidential Information required for regulatory, legal and compliance purposes. For greater certainty, the terms of this agreement continue to apply to any such retained Confidential Information.


- This agreement does not impose any obligation on Upcoming Media, Inc., to disclose any Confidential Information or grant Recipient any rights in Upcoming Media, Inc., intellectual property, except the limited right to use Confidential Information for the Purpose.


- All bug or error reports, feedback, photos, videos, audio clips, audiovisuals, other media, comments, or ideas Recipient submits to Upcoming Media, Inc., about the Confidential Information will be considered “Ideas” under the Upcoming Media, Inc., Agreement, and Upcoming Media, Inc., will have the right to use and disclose such Ideas to the same extent as other Ideas Recipient submits under the Upcoming Media, Inc., Agreement.


- Recipient’s obligations in this agreement are necessary and reasonable in order to protect Upcoming Media, Inc., and its business. Due to the unique nature of Confidential Information, monetary damages would be inadequate to compensate Upcoming Media, Inc., for any breach by Recipient of this agreement. Accordingly, Recipient agrees that any breach or threatened breach may cause irreparable injury to Upcoming Media, Inc., and, in addition to any other remedies available at law, in equity, or otherwise, Upcoming Media, Inc., will be entitled to obtain injunctive relief against Recipient’s threatened or continuing breach of this agreement.


- This agreement is not assignable or transferable by Recipient without the prior written consent of Upcoming Media, Inc.,. This agreement is the parties’ entire agreement on this topic, superseding any prior or contemporaneous agreements (provided that this agreement supplements, and does not supersede, any other Upcoming Media, Inc., Agreement), and any amendments must be in writing and executed by the parties. Failure to enforce any of provisions of this agreement will not constitute a waiver. If any provision is unenforceable, the other provisions will remain effective.


- This agreement is governed by the laws of the Province of Ontario, excluding its choice of law rules. The exclusive venue for any dispute relating to this agreement shall be Toronto, Ontario, Canada.