Research Participation Agreement

THIS RESEARCH PARTICIPATION AGREEMENT GOVERNS YOUR PARTICIPATION IN THE RESEARCH STUDY. BY ACCEPTING THIS RESEARCH PARTICIPATION AGREEMENT BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU (hereafter, “You,” “Your,” or “Participant”) AGREE TO THE TERMS OF THIS AGREEMENT.

This Research Participation Agreement (“Agreement”) is by and between 6Sense Insights, Inc., including entities that it directly or indirectly controls or is under common control with (collectively, “6sense”) and Participant. 6sense is carrying out a qualitative research study to gain insights into a user’s experience when engaging with its services (the “Research Study”). In consideration of participation in the Research Study, Participant and 6sense agree to the following terms and conditions:

1. CONFIDENTIAL INFORMATION. For purposes of this Agreement, “Confidential Information” means and will include: (i) any information, materials or knowledge regarding 6sense and its business, financial condition, products, programming techniques, suppliers, technology or research and development that is disclosed to Participant or to which Participant has access in connection with its participation in the Research Study, and including the logistics and details of the Research Study, and without limitation any invention or discovery related to the 6sense services that may be made as a consequence of Participant’s participation in the Research Study; (ii) the Feedback (defined below); and (iii) the terms and conditions of this Agreement. Confidential Information will not include any information that Participant can demonstrate: (a) is or becomes part of the public domain through no fault of Participant; (b) was rightfully in Participant’s possession at the time of disclosure, without restriction as to use or disclosure; or (c) Participant rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. Participant agrees to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in connection with the Research Study, and not to disclose it to others. Participant further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information.

For the purposes of this Agreement, and in connection with Participant taking part in the Research Study, Participant will provide suggestions, improvements, ideas for enhancements or other feedback (collectively, “Feedback”) with 6sense. All such Feedback shall be owned exclusively by 6sense and Participant hereby assigns and agrees to assign to 6sense all right, title and interest in and to such Feedback and all Intellectual Property Rights therein.

2. Nondisclosure and Nonuse Obligation. Participant agrees that it shall not: (a) use or exploit the Confidential Information in any way except for taking part in Research Study: (b) disclose, give, sell, license, lease or otherwise make available the Confidential Information in whole or in part to any person, organization or entity; (c) copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary in connection with the Research Study; (d) use the Confidential Information for its own benefit; (e) reverse engineer, or attempt to derive composition or underlying information, structure or ideas of any Confidential Information; or (f) use or disclose to any person any matters which may come to its knowledge in the course of taking part in the Research Study.

3. Disclosure of Third-Party Information and No Warranty. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party. All Confidential Information is provided “AS IS” and without any warranty, express or implied, regarding its accuracy or performance.

4. Privacy Policy. 6sense’s privacy policy (available at: https://6sense.com/privacy-policy/) describes practices that govern how 6sense collects, uses, shares and protects the information Participant shall provide us under this Agreement.

5. Term; Effect of Termination. This Agreement shall continue in effect until terminated by written notice from one party to the other terminating the Agreement. Notwithstanding the foregoing, Participant’s duty to protect Confidential Information disclosed during the term shall apply during the term of this Agreement and continue to survive any termination of this Agreement for a period of five (5) years thereafter. All Confidential Information and any derivatives thereof whether created by 6sense or Participant, remain the property of 6sense and no license or other rights to Confidential Information is granted or implied hereby. All Confidential Information (including without limitation, documents, drawings, sketches and plans) furnished by 6sense to Participant, and any extracts thereof, shall be returned by Participant to 6sense promptly at its request, together with any copies and extracts thereof, or shall be destroyed by Participant, and Participant shall provide to 6sense a certification attesting to such destruction.

6. No Obligation. Nothing in this Agreement shall be construed by implication, estoppel, or otherwise as establishing any type of commitment or right for either party to make any commitment with, for, or on behalf of the other party nor create or imply any partnership or joint venture between the parties.

7. No Assignment. Neither party shall assign or transfer any rights or obligations under this Agreement without the prior written consent of other party.

8. Governing Law. This Agreement shall be governed in all respects by the laws of the State of California, without regard to its conflict of laws provisions. In the event any dispute arises between the parties with respect to this Agreement, the prevailing party in any proceeding to resolve such dispute shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in such proceeding, in addition to any other relief to which such prevailing party may be entitled.

9. Injunctive Relief. The parties agree that a breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to Discloser for which there will be no adequate remedy at law, and Discloser shall be entitled to injunctive relief and/or a decree for specific performance, without the necessity of proving damages or posting any bond, and such other relief as may be proper (including monetary damages if appropriate).

10. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.