Xactware Collaborator Feedback Agreement

Thank you for your interest in providing us feedback about our products and services. For purposes of this agreement:

“Verisk,” “we,” “us,” or “our” means Xactware Solutions, Inc. with offices at 1100 West Traverse Parkway, Lehi, Utah 84048, United States of America; and
“You” or “your” means the individual accepting the terms of this Collaborator Feedback Agreement (“Agreement”) on behalf of yourself, your company, or both.

If you need to contact us, you may reach us at +1 801-764-5900 or xactwarelegaladministrator@verisk.com.

1. Binding Terms.

1.1. Verisk has invited you to participate in certain research projects that may involve concept testing, content testing, prototype testing, surveys, and other feedback mechanisms (“Research Projects”). By choosing to continue, you confirm that you have read, understood, and agree to the terms and conditions set out in this Agreement and that an enforceable contract comes into force between you and us. If you do not agree to the terms and conditions in the Agreement, you should not continue.
1.2. We may update the terms of this Agreement from time to time. If we do, we will inform you that we have updated the terms. By choosing to continue after we inform you that we have updated the terms, you confirm that you have read, understood, and agree to the updated terms. If you do not agree to the updated terms, then you should not continue.
1.3. We have published information about how we collect and use personal information at https://www.verisk.com/privacy-policies/xactware-privacy-notice/ (the “Xactware Privacy Policy”). The Xactware Privacy Policy (as published from time to time) forms part of and applies to this Agreement by this reference.

2. Conditions of Use.

2.1. The Research Projects utilize the Lyssna prototype analytic service provided via the website lyssna.com, including all related content and services made available on that website (“Lyssna Service”). You agree to comply strictly with the Lyssna Services Agreement available at https://app.lyssna.com/terms.
2.2. We may send emails and other messages to you using the Lyssna Service about the Research Projects. You consent to receive such communications.
2.3. You agree not to use the Lyssna Service in any unlawful manner. You further agree not to hack or insert malicious code, such as viruses or harmful data, into the Lyssna Service or to transmit any material that is defamatory, offensive, or otherwise objectionable.

3. Feedback.

3.1. Through your participation in the Research Projects, we may solicit or collect from you, and you may provide us with feedback, suggestions, questions, comments, ideas, techniques, know-how, input, user-interface interactions, and other information (“Feedback”). You agree that we will own, have exclusive rights in (including all intellectual property rights), and be entitled to the unrestricted use and dissemination of this Feedback for any purpose without providing acknowledgment or compensation to you.

4. Term, Suspension and Termination

4.1. This Agreement will continue until either party terminates it.
4.2. Either party may terminate this Agreement without cause by giving the other party at least 30 days’ prior written notice of its intent to terminate.
4.3. If you breach the Agreement, we may terminate the Agreement immediately without written notice and with no rights to cure.
4.4. In the event of termination, you agree to promptly, but in no event more than 10 days following our written request, deliver, return, or destroy all or any portion of the proprietary information, documentation, files, and any other property or data that we provided to you under this Agreement.

5. Indemnities

5.1. If a third party asserts a claim against you alleging that your participation in the Research Projects infringes that third party’s intellectual property rights (“IPR Claim”), you agree to:
- 5.1.1. Notify us as soon as reasonably practicable but in any event within 14 days of becoming aware of the allegation;
- 5.1.2. Not make any admission of liability, agreement, or compromise in relation to the matter without our prior written consent; and
- 5.1.3. Give us complete authority to conduct all proceedings relating to the matter (and agree to cooperate with us in relation to all such proceedings).
5.2. Provided you have complied with Section 5.1, and provided the IPR Claim relates to your participation in the Research Projects, we agree to conduct the defense or settlement of the IPR Claim and to indemnify you against any settlement which we agree, or any amount awarded by a court of competent jurisdiction, to the extent arising from the IPR Claim.
5.3. In connection with any claim brought by a third party (including IPR Claims and proceedings by regulatory authorities), to the extent we suffer or incur any loss, damage, or expense (including reasonably incurred legal fees) because of your violation of the Agreement or the Lyssna Services Agreement, you agree to indemnify us against such loss, damage, or expense.
5.4. You agree to indemnify and hold us harmless against any loss, damage, or expense (including reasonably incurred legal fees) that we suffer or incur in connection with your breach of Sections 2.1 or 2.3 of the Agreement, or any allegation by a third party that your Feedback infringes the intellectual property rights, rights of privacy (including data privacy), or other rights of any person.

6. Our Limited Warranties.

6.1. You acknowledge that the Research Projects relate to prototypes, concepts, and content in the testing phase that we may or may not include in future products or services. These prototypes, concepts, and content are provided “as is” and “as available” and may contain defects. A primary purpose of the Research Projects is to obtain Feedback to help us improve and identify potential defects in our current and future products and services. We advise you to use caution and to not rely in any way on the prototypes, concepts, or content within the Research Projects. We provide no express or limited warranties with respect to the Research Projects. Except as expressly set forth in this Agreement, we will not be liable for any loss you suffer because of your participation in the Research Projects.

7. Your Limitation of Remedies.

7.1. In the event you assert any claim against us, including a claim for indemnification, the total of all such claims will be limited to $1,000.00. IN NO EVENT WILL WE BE LIABLE FOR LOSS OF PROFITS OR GOODWILL, OR ANY OTHER GENERAL, SPECIAL, CONSEQUENTIAL, INDIRECT, CIRCUMSTANTIAL, OR INCIDENTAL DAMAGES SUFFERED OR CLAIMED BY YOU OR ANY OTHER PERSON, FIRM, OR ENTITY AS A RESULT OF YOUR PARTICIPATION IN THE RESEARCH PROJECTS, REGARDLESS OF WHETHER WE COULD HAVE REASONABLY FORESEEN SUCH LOSS OF PROFITS OR GOODWILL, OR ANY OTHER DAMAGES OF ANY KIND OR NATURE.

8. Confidentiality

8.1. “Confidential Information” means all information disclosed to the relevant party by or on behalf of the other party: (i) in connection with the Research Projects; or (ii) which is marked as or otherwise has been indicated to be confidential, or which derives value to a party from being confidential, or which would be regarded as confidential by a reasonable person. To avoid doubt, any Feedback you provide us will not be Confidential Information.
8.2. Subject to Section 8.3, each party must treat all Confidential Information as strictly confidential and except as permitted in the Agreement, must not disclose Confidential Information to any person.
8.3. A party may disclose Confidential Information if and to the extent:
- 8.3.1. It is required by law or order of the courts, by existing contractual obligations, or by any securities exchange or regulatory or governmental body to which such party is subject, wherever situated (whether or not the requirement for information has the force of law);
- 8.3.2. It is disclosed on a necessary basis to the professional advisers and auditors of such party;
- 8.3.3. The Confidential Information has come into the public domain other than by a breach of any obligation of confidentiality; or
- 8.3.4. With the prior written approval of the other party.
8.4. We may share your information (including Confidential Information) with third-party subcontractors in connection with the Research Projects, and with other persons as permitted in this Agreement.
8.5. This Section 7 shall not limit our ability to use Feedback, which shall be and remain our property.
8.6. The restrictions contained in this Section 7 will continue to apply after the termination or expiry of this Agreement (however arising) without limit in time.

9. Remedies and Injunctive Relief.

9.1. You acknowledge that your breach of the terms or conditions of this Agreement may cause us irreparable harm. As such, you therefore acknowledge and agree that in the event of your breach of this Agreement, we will be entitled to equitable relief, and you consent to the entry of both a preliminary and permanent injunction enjoining you from further violation of this Agreement, solely upon our showing that such breach by you has occurred.
9.2. If we seek equitable relief for a breach of this Agreement, including but not limited to injunctive relief, you agree that you will not request that we post a bond or other security in relation to such proceedings, or request that we prove any actual damages. The provisions of this paragraph relating to you are included in this Agreement solely at our request to afford us more security and not for the purpose of permitting you to escape or avoid any laws, rules, or regulations of any applicable jurisdiction or any subdivision thereof applicable to you. Our entitlement to injunctive relief will not bar us from recovering monetary damages from you as a result of your breach of this Agreement, your infringement of any of our intellectual property, or both.

10. Governing Law, Jurisdiction, and Disputes.

10.1. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and will be construed in accordance with the laws of the State of New York, excluding that body of law applicable to conflicts of law.
10.2. The parties submit to the non-exclusive jurisdiction of the federal, state, and/or county courts in the State of New York for all purposes relating to and in connection with this Agreement and any such dispute or claim.

11. Miscellaneous Provisions

11.1. You consent to receiving all information and notices from us electronically (e.g., via email or through the Lyssna Service).
11.2. A failure to exercise or delay in exercising a right or remedy provided in the Agreement will not constitute a waiver of that right or remedy, and no waiver by a party will constitute a waiver of any subsequent breach of the same or any other provision. Each right or remedy of a party under the Agreement is without prejudice to any other right or remedy of that party under the Agreement or at law.
11.3. If any provision of the Agreement is declared by any competent court or body to be illegal, invalid, or unenforceable under the law of any jurisdiction, or if any enactment is passed that renders any provision of the Agreement illegal, invalid, or unenforceable under the law of any jurisdiction, this will not affect or impair the legality, validity, or enforceability of the remaining provisions of the Agreement, nor the legality, validity, or enforceability of such provision under the law of any other jurisdiction.
11.4. You may not participate in the Research Projects if you are located in a country to which the export or re-export of data or information are prohibited or are a person to whom the provision of services is prohibited under the laws of the United States.
11.5. In this Agreement:
- 11.5.1. The singular includes the plural and vice versa, and references to the Research Projects and Lyssna Service include a reference to any part of them;
- 11.5.2. References to a person include any individual, firm, company, corporation, government, state, or agency of a state or any association, trust, joint venture, consortium, or partnership (whether or not having a separate legal personality); and
- 11.5.3. ‘including’, ‘in particular’, and similar expressions are by way of illustration and emphasis only and do not operate to limit the generality or extent of any other words or expressions.