Pulse Labs Panelist Agreement

1.0 OVERVIEW

1.1 Platform and Usability Testing

Pulse Labs has developed a software platform and service (the “Platform”) that enables Pulse Labs clients to access and use the results of Data Projects and panelists (“Panelists”) to perform and record certain results associated with such Data Projects. The Platform, which includes, among other things, Pulse Labs’ Audio and Video Recorder, Pulse Labs’ Pulse AIQ tool, and website, matches Panelists to clients who want an application, service, or other element (the “Elements”) remotely analyzed via the Internet or Data Projects inside and outside the home by Panelists or who want access to and use of benchmark reporting on the efficacy of various Large Language Models (or LLM) and similar AI platforms tested by Pulse Labs’ Panelists and reported using Pulse Labs’ Pulse AIQ tool (collectively, “Usability Testing”). Together, the Platform, Elements, the Pulse AIQ tool, and all related materials and information are referred to as “Proprietary Information.” You agree to the Panelist obligations as more fully set forth in the sections referenced below, each of which is a material condition precedent to your participation as a Panelist:

• You will use Proprietary Information only as permitted by this Agreement (see Section 2.3 (Use of and Limited License to Proprietary Information) below)
• You will provide us accurate information (see Section 3.2 (Panelist Information) below)
• You will maintain certain equipment and accounts (see Section 3.3 (Panelist Requirements) below)
• You will not communicate directly with clients (see Section 3.8 (Client Communications) below)
• You will maintain the confidentiality of all Proprietary Information you received during the course of your activities as a Panelist (see Section 3.1 (Confidentiality) and Section 3.11 (Security and Passwords) below)
  

1.2 Authorization to Use Panelist Data to Train Large Language Models (LLMs)

By executing this Agreement, you acknowledge and agree that Pulse Labs may use, store, and process personal data in connection with your participation in Data Projects as a Panelist, including, without limitation, (A) full name, (B) email, (C) physical address, (D) phone number, and (E) other related information, including sensitive data, content, and information of the kinds described in Sections 3.2, 3.4, 3.5, 3.6, and 3.7 below, which may be collected as part of Usability Testing or otherwise in connection with Pulse Labs’ services to Pulse Labs’ clients. You further acknowledge and agree that your participation in the Data Projects as a Panelist may include, without limitation, collection, evaluation, sourcing, labeling, annotation, transcription, analysis, visualization, and validation of data or datasets. You agree that you will cooperate in any reasonable manner whatsoever upon Pulse Labs’ reasonable request. You should not incorporate any sensitive confidential information or data whose processing is subject to regulatory or legal compliance requirements when you participate in Data Projects.

Data privacy laws of jurisdictions may grant you certain rights as a data subject, including the right to opt out of the processing of your personal data, the right to delete or correct your personal data, and such other rights as described in our Privacy Policy. Additionally, persons qualifying as data subjects under the GDPR should review their rights and requirements in Exhibit A of this Agreement. Except as expressly stated herein, we will process your personal data in accordance with our Privacy Policy and Exhibit A.

Notwithstanding the foregoing, you acknowledge and agree that your participation in the Data Projects (including any input of Panelist Information, as defined below, and any Results, as defined below) may be used in the testing and processing of data using generative AI products and services. Such products and services may incorporate your Panelist Information (as defined below) and Results (as defined below) into Pulse Labs’ products or services, or the products or services of its clients, in such a manner as to render it highly difficult or functionally impossible to delete or erase such data. You acknowledge and agree that we have no obligation to fulfill a request to delete, correct, modify, or otherwise process data that has been integrated into products or services of Pulse Labs or its clients in such a manner as to render it highly difficult or functionally impossible to delete, correct, modify, or erase. By participating in Data Projects as a Panelist, you consent to the risk of such processing of your Panelist Information, any Results, and related data. If you do not wish to assume such risks, you should not participate as a Panelist and should immediately terminate this Agreement.

1.3 Independent Contractor Status

You are acting as an independent contractor for Pulse Labs. Nothing in this Agreement will be construed to make you an agent, employee, or legal representative of Pulse Labs. You will not be entitled to any benefits, and you are solely responsible for your taxes.

1.4 Third-Party Beneficiary

Any clients of Pulse Labs for whom you may be conducting Usability Testing shall be considered third party beneficiaries of this Agreement to the extent that any act or omission by you causes any damage or liability to any such client, and such client shall have the right to enforce any provision of this Agreement against you.

2.0 OWNERSHIP AND PROPRIETARY RIGHTS

2.1 Proprietary Information

You acknowledge that in participating in Data Projects or otherwise performing your duties under this Agreement, you will be granted access to or may obtain, learn, or develop Proprietary Information, including but not limited to the Platform, Element(s), the existence of an Element, Data Project, text, software, scripts, code, designs, ideas, graphics, photos, sounds, music, videos, applications, interactive features, software, technology, know-how, algorithms, processes, testing procedures, structure, interfaces, specifications, documentation, inventions (whether patentable or not), patents, copyrights, trademarks, trade dress, service marks, and other intellectual property, as well as technical, business, product, marketing, and financial information, products, and data. You acknowledge and agree that Proprietary Information may be protected by applicable intellectual property and other laws.

2.2 Ownership of Proprietary Information

Notwithstanding any terms to the contrary (including, without limitation, our online Terms of Use), Pulse Labs shall solely own all right, title, and interest in and to all results of Data Projects in which you participate, including all video and audio recordings, conclusions, suggestions, comments, and any related reports resulting from or otherwise made in connection with Data Projects conducted pursuant to this Agreement (“Results”). You hereby assign to Pulse Labs, for no additional consideration, any invention, work of authorship, mask work, idea, process, or know-how (whether patentable or not) that is conceived, learned, or reduced to practice in the course of performance under this Agreement and sole ownership of any related patent rights, copyrights (including moral rights, provided that non-assignable moral rights are waived), trade secret rights, mask work rights, and other rights. You acknowledge and agree that any and all of the foregoing that comprise works of authorship are prepared as “works made for hire,” as that term is defined in the U.S. Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any such works do not qualify as a “work made for hire,” you hereby assign such works to Pulse Labs, for no additional consideration. You agree to take any action reasonably requested by Pulse Labs, at Pulse Labs’ expense, to evidence, perfect, obtain, maintain, enforce, or defend such rights, and you represent and warrant to Pulse Labs that you own and/or control all lawful and proprietary rights necessary to enable you to fulfill your obligations pursuant to this Section 2.2. Except as expressly provided in this Agreement, nothing provided in connection Data Projects in which you participate or with Usability Testing, more generally, shall be construed as conferring any license under any of Pulse Labs, its clients’, or any other party’s intellectual property rights, whether by estoppel, implication, waiver, or otherwise.

Without limiting each party’s rights and obligations under this Section 2.2, the parties acknowledge and agree that certain Results may comprise “personal data” under data privacy laws. To the extent that any personal data subject to the data privacy laws referenced in Exhibit A are comprised by any Results, Pulse Labs shall process such Results, or the specific elements thereof that consist of personal data, in accordance with the terms in Exhibit A.

2.3 Use of and Limited License to Proprietary Information

Subject to the provisions of this Agreement, Pulse Labs grants to you a personal, nonsublicensable, nonexclusive license to use Proprietary Information solely to participate in Data Projects on behalf of Pulse Labs and its clients, and in accordance with any documentation or instructions supplied by Pulse Labs. Any underlying software, information, or Elements obtained by you in connection with Data Projects or Usability Testing, more generally, are deemed to be a part of Proprietary Information and are subject to all the disclaimers, limitations, and restrictions in this Agreement relating to Proprietary Information. You agree to use Proprietary Information only in the ordinary course of testing, and you will not reproduce or modify the Proprietary Information or any underlying ideas, technology, related software, or portion thereof. You agree that you will not rent, sell, lease, or otherwise transfer or allow access to Proprietary Information or any part thereof or use such Proprietary Information for the benefit of a third party. You agree that you will not reverse engineer, disassemble, decompile, translate, adapt, or disassemble any software related to Proprietary Information, or otherwise attempt to discover any such software source code or underlying Proprietary Information. You agree that you will not remove or export any Proprietary Information or any portion or direct product thereof from the United States or the country in which you have agreed to participate in Data Projects.

3.0 TESTER OBLIGATIONS

3.1 Confidentiality

Any Proprietary Information related to Usability Testing is extremely confidential. By consenting to this Agreement, you agree to protect and to hold confidential any Proprietary Information provided, used, or arising in connection with Usability Testing. You agree that you shall not use or disclose (except as expressly authorized by this Agreement) Proprietary Information, unless such Proprietary Information becomes part of the public domain. Pulse Labs clients are third-party beneficiaries to this Agreement, which means that they may enforce these confidentiality obligations against you directly. In some cases, Pulse Labs clients may also require that you sign a Non-Disclosure Agreement directly with them. Without limiting these obligations, you specifically agree to keep in absolute confidence and not to disclose or discuss with anyone, even family members:

• Any information about the Usability Testing that you provide
• Any information regarding any Elements which you are testing, have tested, or will test, including the fact that an Element exists
• Any information about any Pulse Labs client
  

3.2 Panelist Information

When you register with Pulse Labs to become a Panelist or fill out questionnaires related to specific Data Projects, you will be asked to provide information about yourself, which may include:

• personally identifiable information, such as your name, email address, phone number, or other contact information and account information, which may include information related to your PayPal account (for payment processing) or other accounts
• demographic information, such as age, gender, education, employment status, and hobbies
• survey responses, which comprises information recorded in your survey responses during a Data Project; 
• recorded data, which comprises responses and other data that you provide in audio, screen, and video recordings, such as information about your browsing behavior on the Platform;
• device information, including information about any devices or applications you have used to access our Platform (such as the make, model, and operating system; IP address; general location; browser type; and mobile device identifiers);
• payment information, such as your payment card information and Paypal account identifiers;

other data, content, and information that Pulse Labs or its clients involved in the applicable Data Project may request in order to facilitate the Data Project. Your data may be used for AI-related advancement including but not limited to modeling synthetic audio, video, chat, etc.

All of the foregoing, collectively, is referred to in this Agreement as “Panelist Information”).

You represent that the Panelist Information that you provide to Pulse Labs is accurate, complete, and not misleading and does not, and will not, violate the rights of or cause injury to any person or entity, including, without limitation, the intellectual property rights of any person or entity. You agree to promptly provide Pulse Labs with any applicable updates to the Panelist Information. You agree that you will not allow anyone else to use your Pulse Labs account and that you are liable for any actions through use of your Pulse Labs account. You hereby give Pulse Labs permission to share your Panelist Information as follows:

• With Pulse Labs’ clients, as necessary for those clients to receive the full benefit of the applicable Usability Testing, which, for the avoidance of doubt, may include information related to certain of your accounts
• With vendors and service providers retained in connection with the provision of Pulse Labs services
• To an acquirer or merged entity as a result of an acquisition by or merger by Pulse Labs with a third party
• As we believe in good faith to be appropriate: (A) under applicable law, including laws outside your country of residence; (B) to comply with legal process; (C) to respond to requests from public and government authorities; (D) to enforce this Agreement; and (E) to protect the rights, privacy, safety, operations, or property of Pulse Labs, our clients, you, or others.

For more information on how your Panelist Information may be used, please see the Privacy FAQs posted on Pulse Labs’ website.

3.3 Panelist Requirements

You are responsible for providing and having access to all of the following equipment needed to participate in Data Projects:

• A secure, high speed internet connection
• A personal, non-commercial device such as a computer, mobile phone, or tablet, that satisfies these requirements:
• For computers: a personal, non-commercial laptop or desktop computer capable of running the Pulse Labs voice recorder
• For mobile phones or tablets: A mobile phone or tablet device capable of running the Pulse Labs voice recorder
• A fully operational USB or plug-in headset microphone for desktop testing
• A valid email address
• In some cases, a webcam if you want to participate in projects that specifically require video
• A valid PayPal account for payment processing
  

3.4 Recordings and Device Access

You agree that Pulse Labs may collect video or photographic recordings of your face and surroundings and audio recordings of your voice. Specifically, you agree that, in connection with Data Projects in which you participate, Pulse Labs may, without limitation:

• Record your facial expressions through the use of a webcam or camera
• Record your voice to capture oral feedback
• Record your answers to a series of questions on various topics such as design, content, user-friendliness, as well as offer ratings and suggestions on these areas
• Record your written commentary and suggestions
• Record the entire Data Project session, including video or photographic recordings of your surroundings, and provide it to Pulse Labs’ client
• Record any other sights or sounds that arise during Data Projects and are captured by your device camera or microphone

In the event that any third-party materials (including, without limitation, another person’s likeness, actions, or voice) are recorded during any Data Project, you represent and warrant to Pulse Labs that you will obtain, or have obtained, prior to the making of the recording, any and all necessary consents to share the recording with Pulse Labs and its clients. You agree that Pulse Labs may share any such recordings and their content with the clients for whom the Usability Testing is being performed, in accordance with the terms of this Agreement, and that such clients may use such recordings and any and all Results for their business use.

For the avoidance of doubt, recordings collected pursuant to this Section 3.4 are Panelist Information, as that term is defined in Section 3.2 above, and (without limiting each party’s rights and obligations under Section 3.2), to the extent that such Panelist Information qualifies as “personal data” subject to the data privacy laws referenced in Exhibit A, Pulse Labs shall process such Panelist Information in accordance with the terms in Exhibit A.

3.5 Device Information

You agree that, in addition to collecting device recordings during Data Projects, Pulse Labs may collect other information about the device(s) you use for Data Projects, including but not limited to device identifiers, IP address, location information, usage information, operating system, service provider, and software or app content. In order to collect this information, Pulse Labs may serve cookies or related technologies to your device. For more information, please see the Privacy FAQs posted on Pulse Labs’ website at https://pulselabs.ai.

For the avoidance of doubt, the device information collected pursuant to this Section 3.5 is Panelist Information, as that term is defined in Section 3.2 above, and (without limiting each party’s rights and obligations under Section 3.2), to the extent that such Panelist Information qualifies as “personal data” subject to the data privacy laws referenced in Exhibit A, Pulse Labs shall process such Panelist Information in accordance with the terms in Exhibit A.

3.6 Anonymous Information

Pulse Labs may extract anonymous statistics and otherwise aggregate or de-identify information from Data Projects and written reports you create and use such information for any purpose. Pulse Labs may post on its web site and related web pages audio and video content that you provide while participating in Data Projects, provided that Pulse Labs will not post your full name or other personally identifiable information. Pulse Labs will take reasonable precautions to limit use of such information to viewing only. However, you acknowledge that third parties may develop means by which they can circumvent such precautions and download such audio and video content. In such case, Pulse Labs shall not be liable for such third-party downloading.



For the avoidance of doubt, the anonymous information described in this Section 3.6 is Panelist Information, as that term is defined in Section 3.2 above; however, anonymized data does not qualify as “personal data” (as defined in Exhibit A), and the terms of Exhibit A shall not apply to any information described in this Section 3.6.

3.7 Other Sensitive Data, Content, and Information

Some Pulse Labs customers may wish to test Elements for which additional personally identifiable or other confidential information, content, and data may need to be shared in order for the Contractor to effectively participate in Data Projects and for the customer to effectively test the Element involved.

For example, this could be a situation in which in order to participate in Data-related Projects in which an Element comprising an artificial intelligence solution is being tested, the Contractor is asked to share data, content, and information regarding one or more personal (non-business) e-mail accounts and to allow the data, content, and information to be added to one or more client datasets for training of the large language model (or LLM) on which the client's artificial intelligence solution is based.

If the Contractor is asked to share additional personally identifiable or other confidential information, content, and data to effectively participate in Data Projects, Pulse Labs or the client will seek the Contractor's acceptance and consent before acquiring such information, content, and data. If Pulse Labs stores such information, content or data, we reserve the right to delete it at any time. In general, we will delete such information, content, and data within 90 days of the completion of the Usability Testing involved.

The Contractor understands and acknowledges that the client, before, during, or after the use of such information, content, and data, may not be able to anonymize it or remove personally identifiable content in order to make it unusable to identify the Contractor or other persons. In addition, Pulse Labs and the client may not be able to prevent users of the Elements involved or other third parties from developing unauthorized means by which to isolate specific information, content, or data and use it to identify the Contractor or other persons. Pulse Labs disclaims any liability for successful or unsuccessful attempts by third parties to circumvent protections designed to protect or otherwise safeguard the confidentiality of personally identifiable information or other confidential information, content, and data that Contractor shares by agreeing to participate in Data Projects.

By agreeing to participate in any Data Project in which it is necessary to share personally identifiable or other confidential information, content, or data, the Contractor represents and warrants that it has all necessary and appropriate rights, authorizations, approvals, and authority to share such information, content, and data, and agrees to omit from any information, content, or data that it is required to share with Pulse Labs or the client any portion of such information, content, or data for which it does not have sufficient rights, authorizations, approvals, or authority. In particular, the Contractor agrees not to share under any circumstances any confidential information, content, or data belonging to his or her employer or any other business entity or organization.

For the sake of clarity, personally identifiable or other confidential information, content, or data shared under this Section 3.7 is Panelist Information as defined in Section 3.2 above, and (without limiting the rights and obligations of the parties under Section 3.2), to the extent that such Panelist Information constitutes “personal data” subject to the data privacy laws set forth in Exhibit A, Pulse Labs will process such Panelist Information in accordance with the terms of Exhibit A.

3.8 Client Communications

Panelists and clients may only communicate with each other through the Platform. Unless you were hired directly by Pulse Labs’ client (“Private Panelist”), you may not provide any client with your personal contact information in order to allow a client to contact you directly, and you may not contact a client in any manner even if requested by the client. Other than communication relating to your separate business with a client, any communication between you and a Pulse Labs client outside of the Platform without Pulse Labs’ permission is a material breach of this Agreement, and Pulse Labs may withhold payment for any Usability Testing in which you may have participated. You hereby give Pulse Labs permission to review communications made between you and any of Pulse Labs’ clients on the Platform to enforce this provision.

3.9 Purchase or Sale of Client Securities

You agree not to purchase or sell stock in any of Pulse Labs’ clients for whom you have conducted Usability Testing. You may be privy to material, non-public information that would make it illegal for you to purchase or sell stock in such clients.

3.10 Access to Proprietary Information, Results, and Other Information

Unless Pulse Labs agrees in writing:

• You may not copy or record any Proprietary Information, including Results
• You may not copy or take screenshots/videos of the Elements, and/or disclose such Proprietary Information to other Panelists or third parties in any manner
• If a Data Project requires you to download an Element onto your device, you will promptly delete such Element after completion of the Data Project
• If, in connection with your participation in a Data Project, Pulse Labs or a client of Pulse Labs provides you with access to a password-protected website or non-public website, you will not access such website after completion of that Data Project
  

3.11 Security and Passwords

You understand that Pulse Labs takes steps to ensure that your Panelist Information is treated securely, but no Internet transmission or method of electronic storage is 100% secure or error free. You acknowledge and agree that Pulse Labs cannot guarantee the security of any data, content, recordings, or other information provided by you and that you provide such data, content, recordings, and other information at your own risk. You are responsible for maintaining the confidentiality of any usernames, passwords, or other credentials associated with any account, or accounts, that you use in connection with your participation in Data Projects and for monitoring all activity associated with your Pulse Labs account and any other accounts you maintain. You may not disclose or share your username, password, or other credentials associated with your Pulse Labs account with any third parties or use them for any unauthorized purpose. You will be responsible for all activities, acts, or omissions that occur through your Pulse Labs account, and you agree to assume full responsibility for any such activities, acts, or omissions. If you become aware of any unauthorized use of the username, password, or other credentials associated with your Pulse Labs account, or the account, itself, you agree to notify Pulse Labs immediately at the email address provided at the end of this Agreement.

3.12 In-Vehicle Usability Testing

By agreeing to participate in any in-vehicle Usability Testing, you represent, warrant, and agree to the following: (A) you have all necessary and appropriate licenses, approvals, and authority to operate a motor vehicle and are authorized and medically fit to do so; (B) you own, or have the legal right to operate, any motor vehicle that you operate when participating in one or more Data Projects; (C) such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and regulatory requirements for a vehicle of its kind; and (D) any and all applicable safety recalls on such vehicle have been remedied per manufacturer instructions. Without limiting the foregoing or any of your representations, warranties, or obligations in Section 5.2 below, you agree that you will not engage in reckless behavior, drive unsafely, drive while under the influence of alcohol or other behavior altering substances, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle, or otherwise take any action while driving that harms or risks harm to others. If anyone accompanies you in the vehicle while you are participating in a Data Project, you hereby expressly acknowledge your representations, warranties, and obligations in Section 3.4 above. If, in connection with in-vehicle Usability Testing, you are provided with Loaned Equipment (as defined in Section 3.13 below), you will not set up any such Loaned Equipment while the vehicle is moving, you will mount Loaned Equipment in the vehicle in a manner that ensures that you can operate the vehicle safely (including, at a minimum, complying with any and all traffic safety laws, including those intended to prevent distracted driving), and you will not respond to any feedback that you may receive upon completing all or a portion of any Data Projects until the vehicle is no longer moving. Further, you represent and warrant that, during any period in which you are agreeing, or have agreed, to participate in in-vehicle Usability Testing, you have, and will maintain in good standing, a valid policy of automobile liability insurance, in coverage amounts consistent with all applicable legal requirements, that covers you, your passengers, your vehicle, and other persons, vehicles, and property.

3.13 Data Projects Using Loaned Equipment

By agreeing to participate in any Data Projects in connection with which you have been, or will be, supplied with kits, systems, equipment, or devices (collectively, “Loaned Equipment”), you represent, warrant, and agree to the following: (A) you will use Loaned Equipment (including accessing the features and functions offered by Loaned Equipment, such as software applications) solely to participate in Data Projects and will not make Loaned Equipment available for use by any other party; (B) you will use and maintain Loaned Equipment as directed by us and in accordance with the manufacturer’s instructions; (C) you will return Loaned Equipment to us upon our request and in the manner in which we direct; (D) you will be solely responsible for the replacement cost of any Loaned Equipment that is lost or damaged beyond repair after its delivery to you at the location you specify and prior to its return to us; and (E) you will be responsible for the repair costs for any Loaned Equipment that is damaged after its delivery to you at the location you specify and prior to its return to us (excluding normal wear and tear). For the avoidance of doubt, Loaned Equipment is lent to you, not sold. As between you and Pulse Labs, Pulse Labs retains ownership of all Loaned Equipment, in whole and in part. Pulse Labs may offset its cost of replacing and/or repairing Loaned Equipment that is lost, stolen, damaged, or not returned by you as directed by Pulse Labs, including your failure to return Loaned Equipment within the time frame specified by Pulse Labs, by withholding payments (see Section 4.2 below). Unless otherwise specified by Pulse Labs, Loaned Equipment must be returned within one week after the completion of the applicable Usability Testing.

4.0 Pulse Labs' OBLIGATIONS

4.1 Payments

Unless you are a Private Panelist, Pulse Labs will pay you the agreed-upon fees through PayPal within 7 days after completion of the applicable Usability Testing. Any payment transactions will be encrypted using SSL technology. You acknowledge and agree to the following requirements and additional information:

• All payments will be made in the currency of your country
• Applicable PayPal fees for certain transactions may be deducted by PayPal from your total payment. Please contact PayPal for more information
• As a Panelist, you are an independent contractor and responsible for determining any tax liabilities incurred from payments received from Pulse Labs
• As a Panelist with U.S. tax obligations, you may be required to provide Pulse Labs with W-9 information

If you are a Private Panelist, then you shall be paid directly by Pulse Labs’ client who hired you, and you acknowledge and agree that Pulse Labs has no obligation to pay you for your services.

4.2 Right to Deny Payment

Pulse Labs reserves the right in its sole discretion to deny payment to any Panelist for good cause, which may include any or all of the following reasons:

• Incorrect and/or misleading profile information
• Poor set-up for purposes of participating in the Data Projects (e.g., background noise, no audio, poor sound quality, blocked webcam)
• Duplicate accounts
• Substandard or incomplete testing as determined by Pulse Labs and/or its clients at their sole discretion (for example, failure to complete all required tasks, or not speaking thoughts aloud during tests)
• Usability Testing that is not conducted in compliance with all client requirements
• If you contact a client outside of the Platform or allow a client to contact you outside of the Platform without Pulse Labs’ written permission, other than for a legitimate, independent commercial relationship
• Results of Data Projects not completed and submitted prior to the expiration of the applicable testing period or conducted after the expiration of the applicable testing period, in each case, as set by Pulse Labs and/or its clients
• Failure to promptly return Loaned Equipment in good condition and as directed by Pulse Labs
  

4.3 Termination

Pulse Labs reserves the right to immediately terminate this Agreement, your account, and/or access to any Proprietary Information, under certain circumstances and without prior notice. Upon termination, the rights and licenses granted to you by this Agreement shall terminate and you must immediately return anything you have obtained in connection with Data Projects or Usability Testing, more generally, together with any and all documents, notes, and other materials related to Usability Testing, including, without limitation, all Proprietary Information and all copies and extracts thereof and all Loaned Equipment. All other terms of this Agreement will otherwise remain in effect. Cause for such termination includes but is not limited to:

• Real or suspected breaches or violations of this Agreement, other incorporated agreements, Data Project instructions, and/or additional terms
• Requests by law enforcement or other government agencies
• A request by you (self-initiated account deletion)
• Discontinuance or material modification to the Pulse Labs services or any portion thereof
• Unexpected technical or security issues or problems
• Extended periods of inactivity

Termination of this Agreement or your account may include removal of access to all Usability Testing resources or Proprietary Information, deletion of information associated with or inside your account, and barring of further participation in Data Projects. Further, you agree that all terminations for cause will be made in Pulse Labs’ sole discretion and that Pulse Labs is not liable to you or any third party for any termination of this Agreement or your account.

5.0 OTHER TERMS AND CONDITIONS

5.1 International Testers

We control and operate Data Projects and Usability Testing, more generally, from our offices within the United States of America. We do not make any representation that any Proprietary Information related to Usability Testing or other content from Pulse Labs or Pulse Labs clients are appropriate or available for use in other locations, and access to them from territories where such content or use of such Proprietary Information or participation in Data Projects is illegal is prohibited. If you enroll as a Panelist from locations outside of the United States, you do so on your own initiative and at your own risk and are responsible for compliance with applicable local laws.

5.2 Assignment of Certain Rights and General Release

As provided in Section 2.2 above, you agree to assign and hereby assign any and all rights in and to Results for no additional consideration. Further, you acknowledge and agree that Pulse Labs may exercise its rights to Results and your Panelist Information, as granted under this Agreement, without liability or any other consideration to you. In exchange for good and valuable consideration in the form of payments made by Pulse Labs to you as provided in Section 4.1 of this Agreement, in addition to other good and valid consideration, the receipt and sufficiency of which you hereby acknowledge, you grant to Pulse Labs, its subsidiaries and affiliates, its clients, and each of their respective legal representatives, agents, directors, officers, and employees and all third party beneficiaries to this Agreement (specifically including, but not limited to, Pulse Labs’ client(s) for whom you conduct Usability Testing), and each of their respective heirs, successors and assigns (collectively, the “Released Parties”), the unrestricted permission to copyright, exhibit, distribute, publicly perform and display, broadcast, publish, and otherwise use and exploit pictures, videos, or digital audio recordings of you and surrounding sights and sounds obtained in connection with Data Projects and all digital information pertaining to such, in still, single, multiple, moving, or video format, or in which you may be included in whole or in part, or composite, or distorted in form, or in reproductions thereof, in color or otherwise, in any and all media, whether now existing or hereafter invented for advertising, marketing, promotion, or any other lawful purpose. You waive any rights, claims, or interest you may have to control the use of your persona, image, likeness, and sound obtained in connection with the Data Project in which you participate and Usability Testing, more generally, in whatever media used for the above-referenced purposes and irrevocably release, discharge, and hold harmless the Released Parties from any and all claims, demands, suits, causes of action, damages, costs, losses, expenses, and proceedings of any kind whatsoever, whether existing now or arising in the future, anywhere in the universe, that relate in any way whatsoever to the activities contemplated in this Section 5.2 and/or the Released Parties’ exercise of the rights granted herein. Without limiting the foregoing, to the extent applicable to the subject matter of this Agreement, you waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

5.3 Other Rights

All rights not expressly granted by Pulse Labs in this Agreement are reserved.

5.4 Participating at Your Own Risk and General Release

Your participation in Data Projects and Usability Testing, more generally, is entirely voluntary, and you do so strictly at your own risk. The Released Parties are not liable for any damages, costs, losses, or expenses suffered or incurred by you or any third parties who claim to have suffered or incurred damages, costs, losses, or expenses as a result of your acts or omissions, even if such damages, costs, losses, or expenses, in either of the cases described above, arise from or are related to your participation in Data Projects or Usability Testing, more generally, including, without limitation, any damages, costs, losses, or expenses associated with or arising from personal injury or death and regardless of the theory of liability. In particular, you hereby acknowledge the risks associated with participating in Usability Testing of Elements that comprise in-vehicle experiences; hereby agree that your participation in such Usability Testing is entirely voluntary; represent that you will participate in such Usability Testing only when it is safe to do so; represent that, in participating in such Usability Testing, you will comply with all applicable traffic safety laws, manufacturer’s instructions, and vehicle safety recommendations; and agree that the Released Parties will not be liable for any of the damages, costs, losses, or expenses that might result from acts or omissions of you or others during your participation in such Usability Testing, especially if you choose to do so under conditions that are unsafe for you, your passengers, other drivers, bicyclists, pedestrians, or others using the streets, roads, highways, and interstates or otherwise do so in violation of applicable traffic safety laws, manufacturer’s instructions, or vehicle safety recommendations. Further, you hereby waive any rights, claims, or interest you may have arising from any of the activities or circumstances contemplated in this Section 5.4 and hold harmless the Released Parties from any and all claims, demands, suits, causes of action, damages, costs, losses, expenses, and proceedings of any kind whatsoever, whether existing now or arising in the future, anywhere in the universe, that relate in any way whatsoever to the activities and circumstances contemplated in this Section 5.4. Without limiting the foregoing, to the extent applicable to the subject matter of this agreement, you waive California Civil Code §1542, recited in Section 5.2 above.

5.5 No Endorsement

No endorsement of or participation by any third party should be inferred due to any reference to that third party or inclusion of data relating to that third party in connection with Data Projects or Usability Testing, more generally.

5.6 WARRANTY DISCLAIMER

The parties acknowledge and agree that the Elements, Data Projects, and Usability Testing, more generally, are experimental in nature and that any and all Proprietary Information, including the Platform, Elements, and any other software, content, or Loaned Equipment provided by Pulse Labs, a client, or a third party in connection with Data Projects and/or Usability Testing is provided “as is” and may not be functional on any machine or in any environment. You acknowledge that Loaned Equipment is designed, manufactured, tested, and sold by third parties, not the Released Parties, and that none of the Released Parties are in the business of designing, manufacturing, testing, or selling Loaned Equipment. As such, none of the Released Parties make any representation or warranty to you of any kind concerning Loaned Equipment. To the maximum extent permitted by applicable law, the Released Parties disclaim all warranties, express or implied, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, non-infringement, title, and any implied warranties arising from course of dealing or course of performance for the Platform, Usability Testing, Data Projects, Elements, Loaned Equipment, and any other interaction that you may have with the Released Parties. Any material downloaded or otherwise obtained through the Platform, Data Projects, or Usability Testing, more generally, is accessed at your own discretion and risk, and you will be solely responsible for any damage to your device or loss of data that results from the download or use of any such material. Any Loaned Equipment made available to you to assist you in participating in Data Projects is used by you at your own discretion and risk, and you will assert any claim, or claims, that may arise from or relate to use of Loaned Equipment by you or any related party, such as warranty and/or product liability claims, solely against the designers, manufacturers, testers, and sellers of the same.

5.7 LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event will the Released Parties be liable to you or any third party with respect to any matter arising out of or related to this agreement under any contract, negligence, strict liability, tort, breach of warranty, or other theory (A) for loss or inaccuracy or corruption of data; (B) cost of procurement of substitute goods, services, or technology; or (C) for any indirect, special, incidental, consequential, exemplary, or punitive damages, including, but not limited to, damages for lost revenues, lost profits, goodwill, use, data, or other intangible losses (even if the Released Parties have been advised of the possibility of such damages). To the maximum extent permitted by applicable law, in no event will the Released Parties’ aggregate liability to you under this agreement exceed the lesser of one thousand dollars ($1000) or the amount paid or payable to you for participating in any Data Projects or Usability Testing, more generally.

You further agree that the limitations of liability above will survive any termination or expiration of this Agreement and will apply even if any limited remedy specified herein is found to have failed of its essential purpose.

5.8 INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Released Parties, their suppliers and licensors, and each of their respective legal representatives, officers, directors, employees, agents, heirs, successors, and assigns from and against any third-party claim, demand, liability , loss, damage, cost or expense (including without limitation reasonable legal and accounting fees) arising out of or related to: (A) your participation in Usability Testing; (B) your use of any Proprietary Information or Loaned Equipment provided or obtained in connection with Usability Testing; (C) your failure to comply with this Agreement, including, without limitation, your disclosure of any Proprietary Information that is provided to you; (D) your infringement, violation, or misappropriation of any third party rights; (E) your sharing of any personally identifiable information or other sensitive data, content, or information for which you do not have sufficient rights, permissions, approvals, and authority; or (F) your negligence, gross negligence, intentional misconduct, or violation of any applicable laws or regulations. The Released Parties shall promptly provide notice to you of any such claim, demand, liability, loss, damage, cost or expense.

5.9 BASIS OF BARGAIN

Each party recognizes and agrees that the warranty disclaimers, general releases, and liability and remedy limitations in this Agreement are material, bargained-for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement.

6.0 GENERAL TERMS

6.1 Entire Agreement

This Agreement constitutes the entire agreement between you and Pulse Labs relating to the subject matter of this Agreement, and shall completely replace any prior agreements, oral or written, between you and Pulse Labs in relation to you acting as a Panelist for Pulse Labs.

6.2 Changes to Usability Testing

Pulse Labs reserves the right to discontinue Usability Testing, including any or all Data Projects, at any time or otherwise make changes to its services at any time, without notice, and without liability, to you.

6.3 Option to Exercise or Enforce

Pulse Labs’ failure to exercise or enforce any legal right or remedy or provision of this Agreement (or which Pulse Labs has the benefit of under any applicable law) will not constitute a waiver of such right, remedy, or provision.

6.4 Severability

In the event that any of the provisions of this Agreement is found by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the other provisions of this Agreement remain in full force and effect.

6.5 Nonassignability

You may not assign or delegate any rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void and without effect. Pulse Labs may freely assign or delegate all rights and obligations under this Agreement, in whole or in part.

6.6 Equitable Relief

You acknowledge and agree that due to the unique nature of the Proprietary Information, there may be no adequate remedy at law for any breach of your obligations in this Agreement, that any such breach may allow you or third parties to unfairly compete with Pulse Labs or its clients, resulting in irreparable harm to such parties. As such, upon any such breach or threat thereof, Pulse Labs or an applicable client shall be entitled to injunctions and other appropriate equitable relief without posting a bond, in addition to whatever remedies it may have at law.

6.7 Controlling Law, Arbitration, Class Waiver, and Waiver of Jury Trial

This Agreement and the relationship between you and Pulse Labs shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. You agree to first contact Pulse Labs at support@pulselabs.ai regarding any claim or controversy arising out of or relating to this Agreement or your participation in one or more Data Projects or Usability Testing, more generally. You and Pulse Labs agree to submit to the personal and exclusive arbitration of any disputes relating to this Agreement or your participation in Usability Testing, including participating in one or more Data Projects, under the rules of the JAMS ADR. For more information visit https://www.jamsadr.com. Any such arbitration, to the extent necessary, shall be conducted in Wilmington, Delaware. You covenant not to seek any remedy from Pulse Labs in any other forum.

To the extent permitted by law, you agree that you will not bring, join, or participate in any class action lawsuit as to any claim, dispute, or controversy that you may have against Pulse Labs. You agree to the entry of injunctive relief to stop such a lawsuit or to remove it as a participant in the suit. You agree to pay the attorney’s fees and court costs that Pulse Labs incurs in seeking such relief. This provision preventing you from bringing, joining, or participating in class action lawsuits is an independent agreement and does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided below.

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to this Agreement or your participation in Usability Testing, including participation in one or more Data Projects:

• You are giving up your right to have a trial by jury
• You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and
• You must file any claim within one (1) year after such claim arose or it is forever barred.
  

6.8 Communications

You agree that Pulse Labs may communicate with you electronically or telephonically regarding this Agreement; your participation in Data Projects and Usability Testing, more generally; security; privacy; and administrative issues. If Pulse Labs learns of a security system’s breach, it may attempt to notify you electronically by posting a notice on its web site, sending an email to you, or contacting you via any other means of communication for which you have provided contact information. You may have a legal right to receive a notice of breach in writing. To receive free written notice of a security breach or to withdraw your consent from receiving electronic notice, please contact us via the contact information provided at the end of this Agreement.

7.0 QUESTIONS AND COMMENTS

CONTACT US

Questions, comments, and requests in relation to this Agreement should be sent to support@pulselabs.ai, or via regular mail to:

Pulse Labs AI, Inc.

370 S. 300 E.

Suite 104

Salt Lake City, Utah, 84111

Exhibit A

Data Processing Terms for Persons Subject to the EU/UK GDPR

This Exhibit A describes how and why we collect and process your personal data (as defined below) in connection with that contractual relationship under the Pulse Labs Panelist Agreement effected by and between Pulse Labs and you, and is incorporated by reference into the Agreement. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement. 

To the extent that you are located in Europe, and are subject to any one of (i) the General Data Protection Regulation, (ii) data protection laws implemented by member states of the EU in harmony with the General Data Protection Regulation, or (iii) the U.K. Data Protection Act of 2018, as amended and incorporated into U.K. law (collectively, the ”GDPR”), the following terms apply with respect to your rights to exercise control over your personal data under the Agreement. 

• Definition of Personal Data. This Exhibit A governs the processing of any data that you submit in connection with your performance under the Agreement that qualifies as “personal data” under the GDPR. Except as otherwise stated under applicable laws, the term “personal data” (as used in this Agreement) means any information relating to an identified or identifiable natural person (a “Data Subject”), the processing of which is governed by the GDPR; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Personal data does not include anonymous information or aggregated information derived from personal data.
• Roles of the Parties. Under the GDPR, you are a Data Subject and we are a “Data Controller” (as defined in the GDPR) for any personal data that you submit that is processed under this Agreement. If you are not a Data Subject, the provisions in this Exhibit A do not apply to you.
• Collection and Processing of Personal Data. We collect certain personal data from you when you use our Platform or otherwise participate in the Data Projects on the terms described in this Agreement. The categories of personal data that we collect are specified in Sections 3.2, 3.4, 3.5, 3.6, and 3.7 of this Agreement. You will provide personal data to us in two stages:
• Panelist Information. When you become a Panelist, we may collect and process the categories of personal data identified in Section 3.2 of the Agreement as “personally identifiable information,” “demographic information,” “device information,” and “payment information.” We process such personal data under the lawful basis of performance of our contractual obligations – specifically, for the purpose of furthering your engagement as a Panelist, administering our contractual relationship with you, and meeting our regulatory obligations.
• Additional Personal Data. If you elect to participate in a specific Data Project, we will process the Panelist Information that you provided under Section 3(a) for purposes of enabling your participation. We may also request additional personal data from you as we deem necessary for the provision of our Services in connection with such specific Data Project, or as has been requested by our clients for the purposes of a specific Usability Testing project in which you have elected to participate. The nature and details of the additional personal data collected will depend on the specific Data Project in which you voluntarily participate, and may include, for instance, images, videos, or audio recordings, as further described in Sections 3.2, 3.4, 3.5, 3.7, and 3.12. You acknowledge and agree that any personal data that you submit as part of your Panelist Information in the course of a Usability Testing project, together with personal data, if any, comprised by the Results from the applicable Data Projects, will be collected and disclosed to the client for whom such project is conducted, and the client may further process such personal data for their business purposes on the terms described in the Agreement. Each Data Project will provide one or more informational pages identifying (i) the third parties conducting the test (if it is Usability Testing), (ii) what personal data must be disclosed in the course of the Data Project, and (iii) the purposes for which the personal data is sought. For the avoidance of doubt, failure to provide the information requested in Data Projects may affect your ability to participate in such processes; however, you are not required to provide any such information to use the functions of our Platform unrelated to Panelists, and you agree that you provide any such personal data on a voluntary basis.
• Lawful Bases. We rely upon the following legal grounds to process personal data under the GDPR: 
• If you have consented to the processing of personal data for one or more specific purposes (such as Usability Testing);
• If the processing is necessary for the performance of an agreement with you (including for any pre-contractual obligations thereof);
• If the processing is necessary for our compliance with a legal obligation to which we are subject, 
• If the processing is necessary to protect your vital interests or of another natural person, or otherwise for our legitimate interests. Where we rely on your consent as the lawful basis for our processing of your personal data, you have the right to withdraw your consent to the processing of such data at any time, provided that Pulse Labs may perpetually retain and use any de-identified data derived from your personal data for the purpose described above.
• Purposes of Processing. We will process the categories of personal data described in Section 3.2 (including personal data, if any, comprised by Results) as set forth below: