Beta Evaluation Non-Disclosure Agreement

1. The parties and the purpose

This agreement is between mspreboot.com, which operates MailThreatZero ("we", "us"), and the organization requesting the evaluation ("you"). Its purpose is a time-limited evaluation of MailThreatZero on one or more of your mail domains (the "Purpose").

It is mutual: every obligation below applies to each party in respect of the other's information.

2. What is confidential

"Confidential Information" means non-public information disclosed by one party to the other for the Purpose, in any form, whether or not marked confidential. In this evaluation it includes in particular:

• From you: your mail routing and DNS configuration, mailbox and domain inventory, message samples and their content, recipient and sender addresses, security posture, incident history, and anything your staff tell us while diagnosing a problem.
• From us: pre-release and unreleased features, detection logic, rule and scoring internals, benchmark and efficacy figures, roadmap, non-public pricing, and the content of this evaluation's findings.

3. What is not

Nothing in this agreement restricts information that:

• is or becomes public without a breach of this agreement;
• the receiving party already held, free of any duty of confidence;
• the receiving party develops independently without reference to the disclosing party's information; or
• is lawfully received from a third party with no duty of confidence.

4. What each party must do

• Use the other's Confidential Information only for the Purpose.
• Protect it with at least the care used for its own information of similar importance, and in no case less than reasonable care.
• Disclose it only to those people, subcontractors and professional advisers who need it for the Purpose and who are bound by obligations at least as protective as these — and remain responsible for what those people do with it.
• Not reverse engineer, decompile or benchmark the other's software or service for publication without that party's written consent.

5. When disclosure is required by law

Either party may disclose Confidential Information to the extent legally compelled, provided it gives the other prompt notice where it is lawful to do so, discloses no more than is required, and takes reasonable steps to seek confidential treatment.

6. Mail content and personal data

An evaluation involves real mail, and real mail contains personal data. This agreement covers confidentiality only — it is not a data processing agreement and does not replace one. What we process, why, and on whose instructions is set out in the privacy notice, and data-processing terms are available on request and form part of the customer agreement. Where the two documents overlap, the data-processing terms govern the handling of personal data.

7. A beta is a beta

The evaluation is provided as-is and without warranty. We do not promise that any pre-release feature will ship, or ship in the form you saw. Neither party is obliged to proceed to a paid agreement, and nothing here grants exclusivity.

We may publish aggregate, de-identified figures about evaluations — detection rates, false-positive rates, volumes — provided they identify no participant and no recipient, directly or by inference. Anything that names you, or quotes you, needs your written consent first.

8. No license, no transfer

Confidential Information remains the property of the party that disclosed it. Nothing here grants any license or right in it, by implication or otherwise, beyond what the Purpose requires.

9. Return and deletion

On written request, or when the evaluation ends, each party will return or delete the other's Confidential Information and confirm it has done so. Copies held in routine backups, and copies a party must retain by law, may be kept — and stay subject to this agreement for as long as they are held.

10. How long it lasts

This agreement applies to information disclosed for the Purpose and its obligations continue for 2 years from the date of each disclosure. Obligations in respect of anything that qualifies as a trade secret continue for as long as it remains one.

11. Publicity

Neither party will name the other as a customer, participant or supplier in marketing, a case study, or a public reference without that party's prior written consent.

12. General

• Governing law. This agreement is governed by the laws of the jurisdiction in which mspreboot.com has its principal place of business, without regard to its conflict-of-laws rules.
• Remedies. Damages may not be an adequate remedy for a breach, so either party may seek injunctive relief in addition to any other remedy available.
• Entire agreement. This is the whole agreement between the parties on confidentiality for the Purpose, and supersedes earlier discussions about it. It can be varied only in writing, signed or electronically accepted by both parties.
• Severability. If a provision is unenforceable, the rest stands and the provision is limited only so far as is necessary.
• No waiver. Not enforcing a right on one occasion does not waive it.
• Assignment. Neither party may assign this agreement without the other's written consent, except to a successor of substantially the whole of its business, which takes it on unchanged.