Signal Desk Confidentiality Agreement (Tester and User)

This agreement covers anyone who gets access to Signal Desk, whether as a beta tester or as a paying or unpaid user. You keep what you learn confidential, and we protect your business data.

1. Parties and effective date

This agreement is between the owner of this service ("Discloser", the owner of Signal Desk), and the person or company that accepts it ("Recipient"). "Recipient" includes any beta tester, client or user who is given access to Signal Desk, and any person Recipient lets use that access. The agreement takes effect the first time Recipient accepts it or uses Signal Desk, whichever is earlier (the "Effective Date").

2. What counts as Confidential Information

"Confidential Information" is all non-public information Discloser shares or exposes to Recipient about Signal Desk, in any form (written, oral, visual or by access to the system), whether or not it is marked confidential. That includes:

the software, source code, database design, features, screens, layouts, workflows and the way tenants, modules and white-labeling work;
roadmaps, planned features, pricing, packaging, business plans and other clients' identities;
login credentials, access links, API keys, test accounts and any security details;
bugs, vulnerabilities, performance data and anything else Recipient learns about the product while using it;
the fact that Recipient is in a test program, if Discloser has said it is private;
notes, summaries, screenshots or other material that contain or are made from any of the above.

3. Recipient's obligations

Recipient will:

use Confidential Information only to evaluate or use Signal Desk for Recipient's own business, and to give feedback;
not disclose it to anyone else, except employees or advisers who need it for that purpose and are bound by written confidentiality duties at least as strict as these (Recipient is responsible for any breach by them);
protect it with at least the care Recipient uses for its own confidential material, and never less than reasonable care;
not copy, share screenshots or recordings of non-public screens, scrape, reverse engineer, decompile, probe for vulnerabilities, or use it to build or help build a competing product or to benchmark for a competitor;
not share login credentials, and keep access limited to the people Discloser has approved;
tell Discloser within 48 hours if an account is compromised or Confidential Information is lost, leaked or disclosed by mistake, and help limit the harm.

Exclusions. These duties do not apply to information that (a) is or becomes public without Recipient's fault, (b) Recipient already knew without a confidentiality duty, (c) Recipient receives from a third party who is free to share it, or (d) Recipient develops on its own without using Confidential Information. Recipient must be able to show this in writing if asked.

Legally required disclosure. If a law, court or government order forces disclosure, Recipient will give Discloser prompt written notice where legally allowed, disclose only what is required, and ask for confidential treatment.

Protected reporting. Nothing in this agreement stops anyone from reporting a possible legal violation to a government agency or from lawful disclosures that the law protects. Under the federal Defend Trade Secrets Act (18 U.S.C. 1833(b)), an individual is not liable under any trade secret law for disclosing a trade secret in confidence to a government official or a lawyer solely to report or investigate a suspected violation of law, or in a sealed court filing.

4. Access, Recipient's data and feedback

Software as provided. Signal Desk may have bugs, change, or go offline. During any beta or free period it is provided "as is", and Discloser's total liability to Recipient is limited to the amount Recipient paid in the prior 12 months (or $100 if nothing was paid). This limit does not apply to fraud, willful harm or violation of law, which California law does not allow anyone to excuse (Civil Code 1668).
Recipient's data stays Recipient's. Recipient owns the business data it puts into Signal Desk (posts, contacts, stats, site data). Discloser will use it only to run the service and support Recipient, will keep each client's data separate from all others, will not sell it or show it to other clients, and will use reasonable security measures. Discloser may use anonymous, combined statistics that do not identify Recipient.
Feedback. Recipient may suggest ideas and report problems. Discloser may use that feedback freely, without payment or credit, and Recipient gets no ownership of Signal Desk from it.
No license or ownership. Recipient gets a limited, revocable, non-transferable right to use its account. Signal Desk, its code, design, name and logo stay Discloser's. Nothing here transfers any intellectual property.
Third-party accounts. If Recipient connects accounts such as Google, Metricool or social networks, Recipient is responsible for having the right to connect them, and Discloser may revoke access to them at any time.

5. Term, return of materials and remedies

Term and survival. The agreement lasts until either side ends it with written notice (email counts). Recipient's confidentiality duties continue for 3 years after the agreement ends, and for source code, credentials and anything that qualifies as a trade secret, for as long as it stays confidential.
Return and deletion. When the agreement ends or Discloser asks, Recipient stops using Signal Desk and deletes or returns all Confidential Information, and confirms that in writing on request. Discloser will export Recipient's data on request within 30 days and then delete it from its systems, except what the law requires it to keep.
Remedies. A breach could cause harm that money cannot fix. Discloser may ask a court for an injunction or other urgent relief without having to prove actual damages, and, to the extent the court allows, without posting a bond, in addition to any other remedy. The side that loses a dispute over this agreement pays the other side's reasonable attorney fees and costs.
No other restrictions. This agreement protects confidential information only. It does not stop Recipient from running its own business, using general skills and knowledge, or working with other software, and it is not a non-compete.
No transfer. Recipient may not assign this agreement or share its access without Discloser's written consent. Discloser may assign it to a successor to Signal Desk.
Governing law and courts. California law governs. Disputes go to the state or federal courts in Orange County, California, and both sides agree to those courts.
Whole agreement, changes, waiver. This is the full agreement on its subject and replaces earlier talks. Changes must be in writing and agreed by both sides. A side that does not enforce a term once has not given it up. If a court finds one clause unenforceable, it should be narrowed to the extent needed and the rest stays in force.
Electronic signatures. Clicking "I agree" or signing electronically counts the same as signing on paper. Discloser keeps a record of who accepted, which version, and when.

Questions: signaldesk.admin@gmail.com