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NAYYA PILOT AGREEMENT

This Nayya Pilot Agreement (“Agreement”) is between Nayya Health, Inc., a Delaware Corporation located at 215 Park Avenue South, New York, NY 10003 (the “Company”) and the party named upon signature (“Company”). This Agreement is effective as of the later of the dates beneath the parties’ signatures below (the “Effective Date”) and governs Company’s access to Company’s Employee Benefits SuperAgent services (the “Pilot Product”) and participation in Company’s Pilot Product testing and development program (the “Pilot Program”).

BY CLICKING THE CHECK BOX AT THE END OF THIS AGREEMENT INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY (1) THE TERMS OF THIS AGREEMENT AND (2) THE SOFTWARE SERVICES AGREEMENT, ORDER FORM, OR SIMILAR AGREEMENT YOU HAVE WITH NAYYA, OR THE COMPANY’S STANDARD TERMS (https://www.nayya.com/standardterms) IF YOU HAVE NOT EXECUTED AN AGREEMENT WITH NAYYA, INCLUDING THOSE THAT GOVERN PILOT, BETA, OR LIMITED RELEASE PRODUCTS OR PROGRAMS, WHICH ARE EXPLICITLY INCORPORATED HEREIN BY REFERENCE, AND SHALL GOVERN TO THE EXTENT NOT EXPLICITLY ADDRESSED IN THIS AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY.

Now, therefore, in consideration of the mutual covenants set forth herein, you hereby agree as follows:

  1. Confidentiality. As part of the Pilot Program, Company may provide or allow you to access confidential or non-public business, technical or other similar information, materials, and/or ideas. You acknowledge and agree that  Pilot Products are (1) still in development and experimental form and (2) constitute “Confidential Information” as defined in Company’s Standard Terms. Without limiting any other term of the Agreement, you represent and warrant to keep confidential and not disclose to any third party without Company’s prior, written consent any Confidential Information, including, but not limited to: (a) the Pilot Products; (b) any Company development, marketing, or similar ideas or plans that you learn during your participation in the Pilot Program; or (c) any verbal or written communications concerning the Pilot Program or any Pilot Products from Company or its employees, agents, contractors or other representatives (“Confidentiality Obligations”). By participating in the Pilot Program, You agree to protect Confidential Information using at least the same protections used for your own similar information, but no less than reasonable care. Your confidentiality obligations shall survive termination or expiration of this Agreement.

 

  1. Proprietary Rights. Subject to the limited rights expressly granted under this Agreement, Company and its licensors reserve all rights, title and interest in and to the Pilot Product, including reports, data, assessments, analyses or compilations of electronic data and information submitted by or for Company to the Pilot Product (“Pilot Product Data”), that are collected by, derived from, created by or returned by the Pilot Product, including any derivative works thereof and all related intellectual property rights. No rights are granted to Company hereunder other than as expressly set forth herein. Subject to the limited licenses granted herein, Company acquires no right, title or interest from Company or its licensors under this Agreement in or to Pilot Product Data.

 

  1. Limited License to Company. Subject to the terms of this Agreement, Company grants to you a nonexclusive, non-sublicensable, revocable, worldwide right and license, to use the Pilot Product(s) solely in connection with your participation in the Pilot Program and in accordance with this Agreement (i.e., solely for the purposes of testing and evaluating the Pilot Product(s) and not for any commercial purpose or use). Your license will be valid only during the time that you are an active participant in the Pilot Program.

 

  1. Limited License to Company. Company may access Pilot Product Data submitted to the Pilot Product in connection with the Pilot Program for the purpose of training and improving the Pilot Product and any other of Company’s current and future features, products and/or services. Company unconditionally grants to Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, license to use Pilot Data to perform and compile analyses of the Pilot Product Data for use and incorporation into current and future products or services.

 

  1. Feedback. Upon Company’s request, you agree to provide suggestions, comments, enhancement requests, recommendations, or any other feedback (collectively, “Feedback”) regarding the Pilot Product(s) or the Pilot Program. You agree that upon request by Company you will make available a reasonable amount of time to discuss the Pilot Product(s). You agree that Company shall have an unrestricted, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate this Feedback into the Pilot Product(s) and other Company products or services.

 

  1. Intellectual Property and Ownership. You acknowledge and agree that as between the parties, Company owns all Intellectual Property Rights in and to the Pilot Product(s) and any and all intellectual property contained therein or related thereto, including, but not limited to, any text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation (collectively, the “Content”). For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence. Company does not grant you any license, express or implied, to the intellectual property of Company or its licensors. The Pilot Products(s) and Content may not be copied, reproduced, sold, republished, transmitted, displayed, reposted, or otherwise distributed for public or commercial purposes.

 

  1. Publicity and Marketing. Company shall obtain your prior consent before first using your quotes or testimonials in Company’s marketing materials, provided any subsequent use will not require any such prior consent.

 

  1. DISCLAIMER OF WARRANTIES. Pilot Products are experimental in nature and may be modified or removed at Company's discretion with or without notice.  COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND   FITNESS FOR ANY PARTICULAR PURPOSE. ALL PILOT PRODUCT(S) ARE PRERELEASE, ARE EXPECTED TO CONTAIN DEFECTS, SOME OF WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE   AT THE LEVEL OR PERFORMANCE OR COMPATIBILITY OF A FINAL, PUBLICLY AVAILABLE PRODUCT OFFERING. ACCORDINGLY, ACCESS TO AND USE OF THE PILOT PRODUCT(S) IS ENTIRELY AT YOUR OWN   RISK.

 

  1. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES RELATING   TO THIS AGREEMENT OR THE PILOT PRODUCTS. 

 

  1. Privacy.  You agree and hereby consent to Company, including its employees or agents, collecting your personal information for the purposes of contacting you to collect your Feedback and as part of your participation in the     Pilot Program. Company shall handle your personal information ​​in accordance with the Company Privacy Policy available at: https://www.nayya.com/privacy-policy.

 

  1. Term and Termination. Either party may terminate this Agreement without cause by providing seven (7) days written notice (email at legal@nayya.com) to the other party. If Company requests immediate termination for cause,    Company will cooperate with Nayya to disable the Pilot Product.

 

  1. Indemnity. You agree to defend, indemnify, and hold Company harmless from and against any demands, loss, liability, claims, or expenses (including attorneys’ fees) made against us by any third party due to or arising out of or related to (1) your misuse of any Pilot Product(s), or (2) any act or omission in violation of this Agreement.

 

  1. General Provisions. This Agreement is personal to you, is nonassignable by you, and may be modified or waived only in writing signed by both parties. If any provision of this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect.

 

  1. DISPUTE RESOLUTION. This Agreement will be governed by the laws of the State of New York. Each party consents to the exclusive jurisdiction and venue of the Federal courts in New York, New York for all disputes arising out of or relating to this Agreement. A breach of confidentiality or violation of intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate, and Company may seek appropriate equitable relief.

BY CLICKING THIS CHECK BOX, YOU HEREBY ACCEPT AND AGREE TO THE TERMS ABOVE ON BEHALF OF YOURSELF AND COMPANY TO BE BOUND BY THESE TERMS.