Free Trial Subscription Agreement

This Free Trial Subscription Agreement (the “Agreement”) contains Terms and Conditions that govern your acquisition of subscription to the Service (as defined below) and is a contract between unitQ, inc., a Delaware (USA) corporation (“unitQ”) and you or the entity or organization that you represent.

If you are an individual using the Service for your own purposes: (1) all references to “Pilot Partner” are to you and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement.

If you are using the Service on behalf of an entity or organization that you represent: (1) all references to “Pilot Partner” are to that entity or organization and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement on behalf of Pilot Partner.

This Agreement becomes binding and effective on Pilot Partner upon the earliest of: (1) when you access or use the Service or (2) when you click an “I Accept,” “Sign up” or similar button or check box referencing this Agreement.

Service: unitQ will provide Pilot Partner with access to its service that identifies and categorizes product quality issues through analysis of public and private data, as needed, (the “Service”) and present that information to Pilot Partner on a dashboard (the “Dashboard”).

Data Access: Pilot Partner shall provide unitQ with access to agreed upon customer feedback channels.

Review Language: The Dashboard will be presented to Pilot Partner in English.

Data Retention Policy: unitQ will not retain any confidential information or personally identifiable information of Pilot Partner and, in any event, will not retain such information for longer than 30 days after the termination of this Agreement.

Evaluation Period: The free trial is effective beginning on the date you access or use the Service and ending thirty (30) days thereafter (the “Evaluation Period”).

Evaluation Period Limitations/Restrictions: Pilot Partner agrees that the Service is for Pilot Partner’s internal use only.

TERMS AND CONDITIONS

1.
SERVICES AND SUPPORT

1.
Subject to Pilot Partner’s compliance with the terms and conditions of this Agreement, unitQ hereby agrees to provide Pilot Partner the right to access and use the Service specified in the Agreement. For clarity, the Service is hosted by unitQ.

2.
unitQ grants Pilot Partner a nonexclusive, nontransferable, non-sublicensable license, during the term of the Evaluation Period, to use and access the Service. Except for the license granted under this Section 1.2, unitQ and its licensors shall retain all rights, title, and interest in and to the Service and any software used or incorporated in the Service, and all copies thereof. Notwithstanding the foregoing and upon notification, unitQ reserves the right to suspend Pilot Partner’s access to the Service: (i) for scheduled or emergency maintenance, or (ii) in the event Pilot Partner is in breach of this Agreement, and Pilot Partner has not cured such breach within fifteen (15) days of receiving notification.

2.
RESTRICTIONS AND RESPONSIBILITIES

Pilot Partner will not, and will not knowingly permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service, documentation or data related to the Service (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Service; use the Service for timesharing or service bureau purposes or for any purpose other than its own use for the benefit of Pilot Partner; or use the Service other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws, intellectual property, consumer and child protection, obscenity or defamation).

3.
CONFIDENTIALITY

1.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business or other information that would be considered confidential by a reasonable person in the ordinary course of business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

2.
The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary information solely to those Personnel with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. The foregoing shall not restrict unitQ from collecting, using, and disclosing data from Pilot Partner which has been aggregated and/or de-identified in such a manner that neither Pilot Partner nor any individual person can be specifically identified.

3.
Both parties will have the right to disclose the existence but not the terms and conditions of this Agreement solely to those with a need to know, or to those who have executed non-disclosure agreements, unless such disclosure is approved in writing by both parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

4.
This Section 3 shall survive for a period of five (5) years upon expiration or termination of this Agreement.

4.
INTELLECTUAL PROPERTY RIGHTS

Except as expressly set forth herein, unitQ alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Pilot Partner or any third party relating to the Service, which are hereby assigned to unitQ. Pilot Partner will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Pilot Partner any rights of ownership in or related to the Service, or any intellectual property rights. unitQ shall indemnify, defend and hold Pilot Partner harmless from liability to unaffiliated third parties resulting from (i) breach by UnitQ of its representations and warranties in this Agreement, and (ii) third party claims of infringement by the Service of any patent or any copyright or misappropriation of any trade secret, provided unitQ is promptly notified of any claims and proceedings related thereto (provided that any failure or delay in providing such notice shall not relieve unitQ of its obligations under this Section except to the extent such failure or delay materially prejudices the defense of the claim) and given reasonable assistance at UnitQ’s expense and the opportunity to assume sole control over defense and settlement (provided that any settlement that does not include a full release of Pilot Partner will require Pilot Partner’s prior written consent). The foregoing obligations do not apply to the extent portions or components of the Service (i) resulting in whole or in part in accordance from Pilot Partner specifications, (ii) are modified by Pilot Partner after delivery by unitQ, (iii) are combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where Pilot Partner continues to use the Service after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Pilot Partner’s use of is in violation of this Agreement and all related documentation. “Pilot Partner Content” is all content or materials provided by or on behalf of Pilot Partner or its Affiliates to unitQ hereunder, including (i) Pilot Partner Data, (ii) any data, files, images or other content or materials processed in connection with the Service, (iii) trademarks, service marks, logos, insignia, trade names and other designations of origin of Pilot Partner or its Affiliates, and (iv) any other text, graphics, software, inventions, music, data or other material in any form or media. Pilot Partner Content will be deemed Confidential Information of Pilot Partner. For the purposes of this Agreement, “Pilot Partner Data” shall mean any data, content, statistics, usage information, and any other material or information made available by or collected from Pilot Partner, its Affiliates, other subcontractor or end users in connection with the performance of the Service, including for the avoidance of doubt any Personal Data.

5.
TERMINATION

1.
Subject to earlier termination as provided below, this Agreement is for the Evaluation Period specified above.

2.
Either party may terminate this Agreement, without notice, via written communication to the other party.

3.
All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, indemnification, restrictions, intellectual property rights, warranty disclaimers, and limitations of liability. For clarity, upon expiration or early termination, any personally identifiable information included within Proprietary Information shall be destroyed by the Receiving Party or returned to the Disclosing Party.

6.
CLIENT SOFTWARE SECURITY

unitQ represents and warrants that it will not knowingly include, in any unitQ software released to the public and provided to Pilot Partner hereunder and will use commercially reasonable methods to prevent, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, viruses, malware, adware, spyware, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, unitQ fails to comply with the warranty in this Section, Pilot Partner may promptly notify unitQ in writing of any such noncompliance. unitQ will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Pilot Partner with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Pilot Partner may terminate this Agreement and unitQ shall issue Pilot Partner a refund for any prepaid, unused (calculated on a pro-rated basis) Fees. unitQ further represents, warrants and covenants to Pilot Partner that: (a) the Service, and Pilot Partner’s use thereof as contemplated, do not and will not infringe the intellectual property rights of any person or entity; (b) the Service does not contain any malicious code, and (c) in providing the Services, unitQ will comply with all applicable laws and with highest industry standards for data privacy and security as well as the Data Processing Addendum attached hereto as Exhibit A.

7.
DISCLAIMER; LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE PROVIDED AS IS AND ALL EXPRESS AND IMPLIED WARRANTIES (INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY DISCLAIMED. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS HEREIN OR BREACH OF THE CONFIDENTIALITY PROVISIONS HEREIN, IN NO EVENT WILL UNITQ OR PILOT PARTNER (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICE OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF UNITQ OR PILOT PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS HEREIN OR BREACH OF THE CONFIDENTIALITY PROVISIONS HEREIN, THE TOTAL LIABILITY OF UNITQ AND PILOT PARTNER, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (i) TEN THOUSAND DOLLARS, OR (ii) THE FEES PAID TO UNITQ HEREUNDER. THE LIMITATIONS IN THIS SECTION 7 WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, BUT SHALL NOT APPLY TO ANY BREACH OF SECTIONS 2, 4 OR 6, OR TO DAMAGES CAUSED BY FRAUD OR GROSS NEGLIGENCE.

8.
MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Pilot Partner except with unitQ’s prior written consent, which consent shall not be unreasonably withheld or delayed. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Neither party will be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction.