BadgerAI Testing Terms of Service

Last updated: 2024-02-27

During the course of evaluating the initial version of the artificial intelligence system known as BadgerAI (“the System”), the Evaluation Partner acknowledges that he/she will be exposed to and may receive various types of confidential and proprietary information belonging to FlightScope (the “Confidential Information”). This information includes, but is not limited to, proprietary data and content embodied within the System, methodologies of utilizing the System, operational mechanisms, performance capabilities, shortcomings and other characteristics of the System, and specific outputs or "answers" generated by the System during the evaluation process. Additionally, discussions may encompass FlightScope’s business plans and strategies, projected schedules and rollout dates, underlying technological frameworks of the System, and details regarding the personnel of FlightScope responsible for the design, construction, and ongoing enhancement of the System. 

The Parties also agree and acknowledge that the Evaluation Partner’s evaluations, observations, opinions, and feedback regarding the System may be grounded in fact from observations and empirical data from the assessment activities. However, it is also understood that analyses, interpretations, and forward-looking statements made by the Evaluation Partner may be conjectural and speculative. While FlightScope appreciates the value of both empirical insights and reasoned conjecture in refining and advancing the development of the System, the Evaluation Partner’s observations, insights, conclusions, and speculations shall be, for the purposes of this agreement, also considered Confidential Information.

For purposes of this agreement, Confidential Information shall not include: (i) information that is available or becomes generally available to the public other than through a breach by the Evaluation Partner of this Agreement; (ii) information that becomes available to the Evaluation Partner from a source other than FlightScope or its representatives provided that such source is not prohibited from disclosing such information by a contractual or legal obligation to the Evaluation Partner and (iii) information that is required to be disclosed by court order or applicable law, provided the Evaluation Partner promptly notifies FlightScope, to the extent feasible, of such law or court order and an opportunity to seek a protective order to attempt to limit such disclosure.

In consideration of, and as a condition to, each party furnishing Confidential Information to the other, the parties hereby agree as follows:

  1. The Evaluation Partner acknowledges that any breach of this agreement may cause irreparable harm to FlightScope, for which damages may not be an adequate remedy. Consequently, FlightScope reserves the right to seek any legal or equitable relief, including injunctions and specific performance, in the event of any breach or threatened breach of this agreement. 
  2. The Evaluation Partner agrees to act in good faith to receive Confidential Information exclusively for the purpose described herein and in the interests of FlightScope.
  3. The Evaluation Partner shall protect Confidential Information in the same manner he/she would protect his/her own Confidential Information of like kind, and at all times comply with applicable professional standards with respect to FlightScope’s Confidential Information.
  4. The Evaluation Partner shall not disclose, discuss, or communicate any confidential and proprietary information to third parties not directly involved in the evaluation or use of the System without the express written consent of FlightScope.
  5. The Evaluation Partner shall not not store, copy, or electronically transmit Confidential Information in any manner. The Evaluation Partner agrees to employ reasonable security measures that protect against unauthorized access, use, or disclosure. 
  6. The Evaluation Partner shall not share, distribute, or in any way make available the confidential and proprietary information received from FlightScope to any individual or entity outside of those authorized in writing by FlightScope for the evaluation of the System. This expressly includes posting information on social media channels, websites, forums, electronic messaging systems, news carriers, and similar methods of communication.
  7. The Evaluation Partner shall not directly perform or cause or assist in the following: reverse engineering, disassembling or decompiling any prototypes, software or other items that constitute Confidential Information.
  8. Confidential Information shall at all times remain the sole property of the FlightScope. Any and all use of the Confidential Information by the Evaluation Partner shall be solely for the benefit of FlightScope. No license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder.
  9. The Evaluation Partner warrants that he/she is not acting in any capacity whatsoever for a third or competing party with the purpose to gain insight into FlightScope’s Confidential Information for utilization beyond the scope of this Agreement and to the commercial or financial disadvantage of FlightScope.Any permitted copies of Confidential Information will also be considered Confidential Information.
  10. All Confidential Information made available hereunder, including copies thereof, shall be returned to FlightScope or reliably destroyed to the satisfaction of FlightScope so as its resurrection by any means, digital or physical or otherwise, is not possible, upon the first to occur of (a) completion of the purpose referred to above or (b) request by FlightScope.
  11. Neither party may use the name of the other in connection with any advertising or publicity materials or activities without the prior written consent of the other party.
  12. The agreement will become effective when signed by both parties to it and will remain in force for a 3 (three) year time period. 
  13. The Evaluation Partner may disclose the Confidential Information to its directors, officers, and employees personnel (collectively “Representatives”) who need to know such information. The Evaluation Partner agrees to advise its Representatives of the proprietary nature of the Confidential Information and warrants that the obligations contained in this Agreement are binding also on such Representatives. 
  14. The Parties agree that this Agreement and the furnishing of Confidential Information hereunder creates no obligation of any kind to make or enter into any contract or transaction.
  15. Without prejudice to the rights and remedies otherwise available to FlightScope (including but not limited to monetary damages), FlightScope will be entitled to seek equitable relief by way of injunction and/or specific performance, without the necessity of posting a bond, if the Evaluation Partner or its Representatives breach or threatens to breach any of the provisions of this Agreement.
  16. Each party understands and agrees that no failure or delay by the other party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
  17. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. This Agreement represents the entire understanding and agreement of the parties hereto. It may be modified or waived only by a separate letter executed by the parties expressly so modifying or waiving this Agreement.
  18. This Agreement shall become effective as of the date Confidential Information is first delivered to the other hereunder, which may even be prior to the date of signatures on this Agreement.  
  19. This Agreement may be executed in electronic form, not restricting its validity or effect.
  20. This Agreement shall be interpreted and enforced according to the substantive laws of the State of Florida without application of its conflicts or choice of law rules.  Both parties irrevocably submit to the jurisdiction of the state and/or Federal courts in Florida for any action or proceeding regarding this Agreement. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives.