Sandbox Testing Agreement
Last updated: April 18, 2022


Sandbox Testing Agreement This Sandbox Testing Agreement (“STA”), effective the date Company downloads, or otherwise obtains, the Software Product (“Effective Date”), is entered into by and between Xiid Corporation of 410 S. Rampart Blvd., Ste. 390, Las Vegas, Nevada 89145 (“Xiid”) and any party (“Company”) testing the Software Product as outlined below.

“Intellectual Property Rights” means patent(s), application for patent(s) and rights to patent(s) (whether granted or not), copyrights (whether registered or not) including derivative works, trademarks (whether registered or not), trade secrets, inventions, know-how, moral rights, ideas, processes, techniques, data, confidential information and all other proprietary rights that are embodied in any form of media.

“XIID Software” means the authentication software developed and/or licensed by XIID otherwise known as “xiid.im”, and all components and sub-components thereof, for authentication with active directories including but not limited to Microsoft Active Directory, Kerberos, LDAP, and similarly functioning systems.

“Software Product” means the computer software product in machine-readable/executable object code form only that forms the XIID Software and all associated procedural code, and all components thereof, including all documentation and all other software provided by XIID.

“Period” is up to sixty (60) days and may be extended through written permission from Xiid.

“User(s)” in plural or singular, means those individuals of the Company who will be directly involved in the Purpose. Once a User is defined by Company, they cannot be exchanged for any other individual.

  1. Xiid grants to Company a limited right only to test the Software Product in a single isolated testing environment otherwise known as a Sandbox (“Purpose”) for the Period. The Sandbox must be an environment created by Company at Company’s expense and acceptable to Xiid. Company may not use, copy, modify, distribute or otherwise disseminate the Software Product beyond the scope of the Purpose. Company may not download the Software Product without the written permission of Xiid.

  2. All rights, title and interest in and to the Software Product are vested in and remain in Xiid. 2 Xiid Sandbox Testing Agreement

  3. Company shall use the Software Product only for the Purpose and may not use the Software Product outside of the Sandbox.

  4. Company may not copy or distribute the Software Product except for the Purpose and is only allowed to have one object code copy of the XIID Software unless approved otherwise in writing by Xiid.

  5. Customer shall assure that only the Users have access to the Software Product.

  6. Once the Period is completed, Company shall stop all use of the Software Product and delete the Software Product from its system. Company shall retain no copies thereof unless agreed otherwise in a written and executed agreement between the parties.

  7. XIID DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THE SOFTWARE PRODUCT, DERIVATIVE WORKS, AND DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. XIID MAKES NO WARRANTY THAT THE SOFTWARE PRODUCT WILL MEET LICENSEE’S REQUIREMENTS, BE ERROR FREE, OR OPERATE WITHOUT INTERRUPTION. XIID DOES NOT GRANT ANY INDEMNITIES OF ANY KIND WHATSOEVER.

  8. This STA shall be governed by the laws of the State of Utah with venue in Salt Lake County. Company agrees to be bound by the final judgement of such Utah court, and further agrees that such judgement from the Utah court shall be enforceable in any court having original jurisdiction over Company. Where Company resides outside the United States, Company agrees to legal service by registered mail for any action brought in the Utah court(s).

  9. Each party to this STA shall bear its own expenses.

  10. Confidential Information. "Confidential Information" means the Software Product and all non-public information of Xiid which Xiid designates as confidential when it discloses such information to Company. Company will only use Xiid’s Confidential Information for the Purpose. Company will protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event exercise less than reasonable care in protecting such Confidential Information. In the case of breach of this Section 10, Xiid will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

  11. This Agreement is not assignable by either Party to any other party without the prior written consent of the other Party.

  12. Company is not an agent, partner, or joint venture of, or connected in any way to, Xiid except as a licensee pursuant to this STA.

Downloading and testing of the Software Product is proof of Company’s acceptance and agreement to the terms of this STA.