5G First Responder Lab - Trial Agreement

Verizon 5G First Responder Lab and 5G Trial Agreement

Congratulations on your selection to participate in the Verizon 5G First Responder Lab program! All participants that desire to access Verizon’s 5G Labs and test their project with Verizon’s systems must agree to the following terms in order to participate. In exchange for your compliance with these terms and conditions, you may be given certain access to Verizon’s Confidential Information, 5G network, related technologies, and other support for use in connection with your project. This agreement is made and entered into as of the date of your signature below (the “Effective Date”) by and between you and “Verizon”, which refers to Verizon Innovation LLC and any other Verizon affiliates providing services hereunder (individually and collectively, “Verizon”), with offices located at One Verizon Way, Basking Ridge, NJ 07920. If you agree to the terms, please sign where indicated below.

Confidential Information

In the course of your activities with Verizon’s 5G Labs, Verizon may provide you with non-public information about its networks, operations, business, research and development activities or other information that it keeps confidential (“Confidential Information”). Confidential Information includes information shared in any format (e.g., written, graphic, electronic, visual, oral, etc.), so long as it has been identified as “confidential” or “proprietary” if disclosed in writing, or if disclosed orally, it is identified at the time of disclosure as confidential or proprietary or if such information should reasonably be believed to be confidential. Confidential Information may include information that is confidential to the disclosing Verizon’s equipment suppliers, vendors, or other contractors and you agree that those third parties have the right to enforce the confidentiality provisions of this agreement with respect to their Confidential Information. However, Confidential Information will not include any information that (i) through no fault of your own becomes publicly known, (ii) was known to you before Verizon’s disclosure, (iii) you receive from a third party under no obligation of confidence to Verizon, or (iv) you are required to disclose by law.
You agree not to disclose Confidential Information except (a) to other participants of the 5G First Responder Lab program who have agreed to this Agreement; (b) to Verizon’s employees and contractors that are involved with Verizon’s 5G Labs; or (c) when given written permission by Verizon to do so. You also agree only to use Confidential Information in connection with the program and not for any other purpose. In the event of an unauthorized disclosure and/or misuse of Verizon’s Confidential Information, you agree to immediately notify Verizon and cooperate with Verizon to mitigate such disclosure and/or misuse.
Once the proram is completed or if your participation in the program ends (or at any time on request from Verizon), you agree to destroy all Confidential Information in your possession or, upon request of Verizon, deliver all copies of the Confidential Information to Verizon.

Intellectual Property

You retain any intellectual property rights you may have in your work on your project, subject to Verizon’s rights in its own intellectual property and Confidential Information.
Verizon hereby grants you a non-exclusive license under its intellectual property rights in any materials Verizon contributes to your project (“Company Materials”) only to the extent necessary for you to participate in the program, and such license terminates at the end of the program. Some Company Materials (for example, software, online resources or APIs) may require additional terms and conditions, and if present those terms will be made available to you and will take precedence over any conflicting terms in this agreement. Any information you receive from Verizon is provided AS IS, may be experimental and subject to change, and no commitment is made to keep online resources available. You agree that Verizon shall not have any liability for your actions/inactions in the course of the program. You acknowledge that Verizon (either by itself or through its suppliers and other contracting parties) may currently or in the future be conducting research and/or development activities for products or services in areas similar to that of your project but independent of your project, and you agree not to assert any intellectual property rights you may obtain from your work on the project against Verizon (or its suppliers or other contracting parties) with respect to any of Verizon’s independently developed products or services.

Use of Verizon’s Service and Related Terms

Verizon may provide access to and use of Verizon’s 5G test network, software, APIs, and related equipment at no charge (the “Service”) for your use in connection with the program. You must take care of the equipment using a reasonable degree of care. You may not transfer, sell, give, or lend the equipment to another entity. The equipment may only be used for the program and not for any other purpose. You agree not to disassemble or reverse-engineer any of the equipment or translate, copy, adapt, vary or alter any of the software. You agree not to photograph or video record the equipment other than in connection with the program, provided that images of the equipment shall be deemed to be Company Materials. You agree to return the equipment to Verizon at the end of the Project.
Verizon and its suppliers shall own and retain all right, title and interest in and to the Service, all intellectual property rights therein, and any derivative works thereof. You do not acquire any other rights, express or implied, in the Service. Verizon reserves all rights not expressly granted hereunder. If you provide Verizon with feedback concerning the functionality and performance of the Service including, without limitation, identifying potential errors and improvements based on your use of the Service, such feedback may be used by Verizon to improve or enhance the Service. Accordingly, you assign any rights you may have in the feedback to Verizon, and such feedback shall be deemed such Verizon’s Confidential Information.
The Service is provided “as is.” Verizon makes no warranties or guarantees with respect to how it will perform and whether or not it will be available when you want to use it. Any and all express and implied warranties including, but not limited to, warranties of merchantability or fitness for any purpose or use, are expressly excluded and disclaimed. You agree that Verizon and its respective employees, suppliers, contractors, or agents shall not be liable to you for any loss or damage arising out of or caused by your use of the Service.
You agree to use the Service for lawful purposes only and in compliance with all applicable laws, rules and regulations. The export, import, and use of certain hardware, software, and technical data provided hereunder is regulated by the United States and other governments and you agree to comply with all applicable laws and regulations, including the U.S. Export Administration Act, the regulations promulgated thereunder by the U.S. Department of Commerce, and any other applicable laws or regulations.
Verizon monitors its network and collects data such as the date and time of communications, the source and destination network addresses (IP addresses, MAC addresses), URLs, the size of the communications, the network protocol being used, the domain name of servers to whom the communications are directed, and other such network, routing, and performance-related data. Verizon uses this data to monitor and maintain the network and to evaluate and improve Service. Use of the Service constitutes consent to this data collection and use.
If the Service is configured to provide access to the public Internet, you are responsible for your use of the Internet and anything that happens to you while on the Internet. The Service does not provide data encryption or security or firewall or anti-virus or any other such features or functionality. You are solely responsible for maintaining the security of your computer(s) and data, including without limitation, encryption of data and protection of your IDs, password and personal and other data.

License Terms

Verizon is hopeful that your project will be successful. By participating, you agree that Verizon may use the results of the project that you present to Verizon in its publicly accessible marketing materials at its discretion for promotion or reporting in relation to the program and Verizon’s 5G Labs, and you agree to execute any agreements that may be requested by Verizon in order to enable such marketing materials to be created, distributed, displayed and/or performed.
As a condition of access to Verizon’s 5G Labs, you agree that Verizon has the right to film, videotape, photograph, make audio recordings of your voice as part of the program activities and to use (e.g., reproduce, edit, store, distribute, display, transmit, and perform) such recording, in whole or in part, in promotion of Verizon’s 5G Labs, in any manner and by any mode of delivery, in any and all media whether known or invented later. For clarity, this includes permission to use your name, likeness, voice and/or biographical material in connection with the foregoing. You agree to release, indemnify, and hold harmless Verizon from and against any and all claims that may be made against Verizon based on such recording or your project. In the event of a dispute, you agree that you shall be limited to remedies at law, and in no event shall you have the right to enjoin or prevent the production, distribution, exhibition or other exploitation of the advertising, promotion and publicity related to the foregoing.

General Terms and Conditions

These terms continue in force even after the end of the program. Be aware that Verizon may take legal action to prevent or remedy breaches of this agreement, including seeking injunctive or other equitable relief, as well as any other remedies available in law or equity.
By signing below, you agree to the terms set forth in this agreement. This agreement (and any other documents expressly incorporated herein by reference) constitute the entire agreement between you and Verizon with respect to the Project and supersedes all other representations, understandings or agreements that are not expressed herein, whether oral or written. No amendment to this agreement shall be valid unless in writing and signed by you and Verizon. This agreement shall be governed by the laws of the State of New York without regard to its choice of law principles. This agreement may be executed in counterparts utilizing electronic or scanned signatures.

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March 1, 2019 12:52 pm EDT

5G First Responder Lab - Trial Agreement Uploaded by Nathanial Wish - nate@respondercorp.com IP 50.255.151.110