Cash App Beta NDA
In connection with Block, Inc.’s or its subsidiaries and any of its affiliates (collectively "Block") research and development or testing activities, as proposed or agreed to by Block from time to time, the recipient of Confidential Information (“Recipient”) hereby agrees with Block that:
Block 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 Block may consider 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 Block, (ii) is publicly available through no fault of Recipient, (iii) becomes known to Recipient, rightfully and without restriction, from a source other than Block without breach of this agreement and otherwise not in violation of Block's rights, or (iv) is independently developed by Block without any use of Confidential Information, as demonstrated by files in existence at the time Recipient independently developed that information.
Recipient may use Confidential Information only internally to evaluate the Beta Products in accordance with the Cash App Terms of Service and other terms Recipient has agreed to or will agree to as a condition to creating a Cash App Account (the “Cash App Agreement”) and any other requirements specified orally or in writing by Block (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. Recipient may disclose Confidential Information only to its employees, contractors, or authorized users (collectively, its “Representatives”) as necessary for the Purpose and under a written agreement at least as protective of Confidential Information as this agreement. Recipient will notify Block immediately in writing if Recipient becomes aware of any misuse or unauthorized disclosure of Confidential Information. To the extent that any Representatives are minors that are sponsored by Recipient, Recipient shall use its best efforts to ensure that such Representatives maintain the confidentiality of the Confidential Information disclosed to Recipient pursuant to this agreement.
Upon the termination of Block's internal evaluation or within two (2) days of Block's written request, Recipient will destroy all Confidential Information, delete or return any tangible Beta Products, and update any beta version of a Cash App mobile app to the latest released version of such Cash App mobile app. This agreement’s provisions will survive as to all Confidential Information disclosed.
This agreement doesn’t impose any obligation on Block to disclose any Confidential Information or grant Recipient any rights in Block 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 Block about the Confidential Information will be considered “Ideas” under the Cash App Agreement, and Block will have the right to use and disclose such Ideas to the same extent as other Ideas Recipient submits under the Cash App Agreement.
Recipient’s obligations in this agreement are necessary and reasonable in order to protect Block and its business. Due to the unique nature of Confidential Information, monetary damages would be inadequate to compensate Block for any breach by Recipient of this agreement. Accordingly, Recipient agrees that any breach or threatened breach may cause irreparable injury to Block and, in addition to any other remedies available at law, in equity, or otherwise, Block 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 Block. 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, the Cash App 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 State of California, excluding its choice of law rules. The exclusive venue for any dispute relating to this agreement shall be San Francisco County, California.