This Nondisclosure Agreement (the "Agreement") is entered into by and between Lyatiss Inc., headquartered in Santa Clara, California ("Disclosing Party") and the recipient identified in the sign up form (“Receiving Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. By checking the box below labeled "I Agree", both parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information").

1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged, as it relates to beta tests. This includes but is not limited to: (a) technical information concerning the Disclosing Party's products and services, including technical or scientific know- how, formulae, algorithms, mask words, product designs and/or specifications, devices, diagrams, computer code, test results, processes, inventions, unpublished patent applications, reports and other information of a technical nature or concerning research and development and/or engineering activity, technical memoranda and correspondence; (b) information concerning the Disclosing Party's business, including cost information, profits, sales information, accounting and unpublished financial information, employee data, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies; (c) any other information not generally known to the public that, if misused or disclosed, could reasonably be expected to adversely affect the Disclosing Party's business.

2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall use Confidential Information only for the Purpose of this Agreement, and will not reverse engineer, disassemble or decompile any samples, prototypes, software or other tangible objects relating to Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

5. Disclosure Required by Law. If Receiving Party is required by law to disclose Confidential Information in a way not otherwise permitted under this Agreement, then, prior to any such disclosure, Receiving Party shall promptly notify Disclosing Party and give Disclosing Party a reasonable opportunity to protect the Confidential Information from any disclosure or from disclosure without a court order, administrative regulation or agreement acceptable to Disclosing Party to ensure the Confidential Information does not become public or, if disclosure is required, to ensure disclosure that avoids harm to Disclosing Party’s business.

6. No License or Warranty. No license under any patents, copyrights, mask rights or other proprietary rights is granted or conveyed by Disclosing Party to Receiving Party. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY INFORMATION, INCLUDING BUT NOT LIMITED TO A WARRANTY AGAINST INFRINGEMENT OF ANY PERSON’S INTELLECTUAL PROPERTY RIGHTS, ACCURACY OR COMPLETENESS. The software product provided by Disclosing Party is a test product and its accuracy and reliability are not guaranteed. Receiving Party shall not rely exclusively on Software for any reason. Receiving Party waives any and all claims Receiving Party may have against Disclosing Party arising out of the performance or nonperformance of Software.

7. Limitation of Liability. Disclosing Party shall not be responsible for any loss or damage to Receiving Party or any third parties caused by the use of Disclosing Party’s software. Disclosing Party shall not be liable for any direct indirect, special, incidental or consequential damage arising out of any use of the Disclosing Company’s software.

8. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

9. General Provisions. Improper disclosure of Confidential Information results in irreparable harm to Disclosing Party, for which there is no adequate remedy at law. Thus, Disclosing Party is entitled to equitable relief to prevent improper use or disclosure of its Confidential Information. This Agreement shall be governed by the laws of the State of California exclusive of its choice of law principles. This Agreement embodies the entire understanding between the parties as to the subject matter of this Agreement and supersedes all prior communications between the parties on this subject. This Agreement shall not be modified except by a writing duly executed by both parties. Neither party may assign this Agreement, except by operation of law, without the other party's prior written consent. This Agreement shall bind the parties and their respective successors and permitted assigns.