Terms of Service Last Updated: 6/26/25

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Pilot Program Confidentiality, Intellectual Property Protection, and Non-Competition Agreement (User Testing / Pilot)

 

Parties

Mountain Island Lake Cruises, LLC, dba MOUNTAIN ISLAND (the “Discloser” or “MOUNTAIN ISLAND”)

  Address: 125 Remount Rd. Suite C-1 #676, Charlotte, NC 28203

User of the MOUNTAIN ISLAND app (the “User”)

 

Recitals

A. Discloser possesses certain Pilot Materials and will provide access to the User for the limited purpose of using the MOUNTAIN ISLAND app during the Pilot and providing Feedback.

B. User desires to participate in the Pilot and agrees to be bound by the terms of this Agreement regarding confidentiality, IP protection, data handling, and related restrictions, all tied to the User’s usage of the MOUNTAIN ISLAND app during the Pilot.

 

Definitions

1.1 “Pilot Materials” means all software, models, APIs, documentation, data, prompts, test results, test scripts, interfaces, pre-release features, and any other materials provided by Discloser in connection with the Pilot.

1.2 “Feedback” means any ideas, suggestions, improvements, or other input provided by User related to the Pilot and derived from the User’s use of the MOUNTAIN ISLAND app.

1.3 “Confidential Information” means all non-public information disclosed by Discloser to User in connection with the Pilot, including Pilot Materials, data, technical information, and business information, that User accesses through the MOUNTAIN ISLAND app during the Pilot.

 

Proprietary Materials

2.1 The Pilot Materials are the exclusive property of Discloser and its licensors. All right, title, and interest in and to Pilot Materials remain with Discloser and its licensors.

2.2 Access is granted solely to evaluate the Pilot in the context of the MOUNTAIN ISLAND app usage and to provide Feedback under this Agreement.

2.3 User may use Pilot Materials only as expressly authorized herein and solely for the duration of the Pilot and for activities arising from their use of the MOUNTAIN ISLAND app.

 

Confidentiality

3.1 User shall maintain Confidential Information in strict confidence and protect it with at least the same degree of care as User uses for its own confidential information, and in any event no less than reasonable care.

3.2 User shall not disclose Confidential Information to any third party without Discloser’s prior written consent, except to consultants or service providers under equivalent confidentiality obligations and only to the extent necessary to use the MOUNTAIN ISLAND app during the Pilot.

3.3 User shall not use Confidential Information for any purpose other than participating in and providing Feedback for the Pilot through app usage during the Pilot period.

 

Non-Disclosure Exceptions

4.1 Information that is publicly known through no fault of User, already in User’s possession, independently developed without reference to Discloser, or lawfully obtained from a third party without breach, shall not be deemed Confidential Information.

 

Feedback Ownership and License

5.1 Feedback is owned by Discloser. User assigns to Discloser all right, title, and interest in and to Feedback, including all intellectual property rights therein, to the extent permitted by law.

5.2 User waives any right to compensation for Feedback, except as required by applicable law.

5.3 License to Use Feedback: Discloser shall have the right to use, reproduce, modify, distribute, display, and create derivative works of Feedback, alone or with other materials, worldwide and in perpetuity, without attribution, subject to applicable law. This license survives termination.

 

Data Protection and Privacy

6.1 User shall comply with all applicable data protection laws and regulations in connection with the Pilot.

6.2 Personal data shall be processed only as permitted by the MOUNTAIN ISLAND app guidelines and applicable law.

6.3 User shall not input, upload, or process personal data beyond what is expressly authorized by the Pilot guidelines.

 

Restricted Activities and Non-Competition

7.1 To the extent permitted by applicable law, User agrees not to:

   a) Use the Pilot Materials or any derived knowledge to compete with Discloser in the same field or in a manner intended to undermine Discloser or its customers/partners, specifically in the context of app usage during the Pilot window.

   b) Solicit or pursue pilot opportunities from direct competitors for the same or substantially similar Pilot programs during the Pilot period and for a defined post-Pilot period (if applicable, as set forth in an Exhibit).

   c) Engage in activities intended to undermine or destabilize Discloser or its customers or partners through the use of Pilot Materials or confidential information.

7.2 This Section does not restrict User from using general skills, know-how, or non-confidential results not tied to Discloser’s Confidential Information or Pilot Materials.

 

Access, Security, and Use Restrictions

8.1 User shall access Pilot Materials only via authorized interfaces and in accordance with Pilot guidelines.

8.2 User shall implement reasonable security measures appropriate to the sensitivity of the Pilot Materials and data.

8.3 User shall promptly report any security incident or suspected breach related to the Pilot Materials to Discloser.

 

Term and Termination

9.1 This Agreement is effective on the Effective Date and remains in effect for the Pilot duration, plus a Protection Period of nine (9) months after Pilot completion during which confidentiality, use restrictions, and protection of Proprietary Materials, Methods, Functionality, and related IP remain in effect. The Term is tied to the User’s usage of the Mountain Island app during the Pilot and ends when the Pilot is terminated or the app usage window ends, whichever is earlier, subject to the Protection Period.

9.2 Either party may terminate for cause upon written notice if the other party materially breaches any term and fails to cure within fifteen (15) days after receipt of written notice.

9.3 Discloser may terminate immediately if User engages in activities jeopardizing Pilot security, integrity, or operability, or as required to comply with applicable law.

 

Post-Termination Obligations

10.1 Upon termination or expiration, User shall:

   a) Cease use of Pilot Materials.

   b) Return Pilot Materials and Confidential Information to Discloser or securely delete, including copies, derivatives, and backups, as instructed.

   c) Provide a written certification of deletion/destruction if requested.

   d) Cooperate with Discloser to ensure a smooth transition and protect ongoing IP interests.

10.2 Data and access safeguards survive termination as applicable, including confidentiality obligations and any post-termination data-handling obligations in Pilot guidelines.

 

Return/Deletion Confirmation

11.1 Discloser may request formal certification of return or destruction of Pilot Materials and Confidential Information within a reasonable timeframe after termination, and User agrees to provide such certification.

 

Survival

12.1 The confidentiality, IP ownership, Feedback license, and applicable liability limitations survive termination as needed to protect Discloser’s rights and Confidential Information, for the remainder of the Protection Period and as otherwise required by law.

 

Governing Law, Venue, and Dispute Resolution

13.1 This Agreement shall be governed by the laws of Mecklenburg Court, NC, without regard to conflict of laws principles.

13.2 Any disputes shall be resolved in the courts of Mecklenburg Court, NC, or, at Discloser’s option, through mandatory binding arbitration in accordance with American Arbitration Association (AAA), if permitted by applicable law.

 

Data Protection and Compliance (Cross-Reference)

14.1 User shall comply with all applicable data protection laws and regulations in connection with the Pilot.

14.2 Personal data shall be processed only as permitted by Pilot guidelines and applicable law.

 

Acceptance

15.1 By using the MOUNTAIN ISLAND app during the Pilot, User acknowledges and agrees to abide by this Agreement, including Pilot-specific terms, and confirms that they have read and understood the in-app attestation and Pilot guidelines.

 

Discloser:

Mountain Island Lake Cruises, LLC dba MOUNTAIN ISLAND