CivicScience | SURVEY DATA COLLECTION AGREEMENT

SURVEY DATA COLLECTION AGREEMENT

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SURVEY DATA COLLECTION AGREEMENT

THIS SURVEY DATA COLLECTION AGREEMENT (this “Agreement”) is offered by Civic Science, Inc., a Delaware corporation to you (“Sponsor”) subject to your acceptance without modification of all of the terms and conditions contained herein. By clicking the “I AGREE” button, you acknowledge that you have read, understand and agree to be legally bound by the terms of this Agreement, and further represent that (i) you are an authorized representative of Sponsor, and (ii) you have the ability to bind that organization or entity to this Agreement. If you do not agree with the terms and conditions of this Agreement then you must select the “I DECLINE” button, and must not continue to use the Survey Products (defined below) or feature the Survey Products on Sponsor Website (defined below).

BACKGROUND

A. Civic Science is the owner of certain proprietary Survey Products (as defined below) designed to provide online collecting and reporting of quantitative survey data.

B. This Agreement sets forth the terms and conditions whereby Sponsor desires to provide Civic Science with access to Sponsor’s website(s) and the website(s) of its Affiliates (collectively, the “Sponsor Website”) and Civic Science desires to provide Sponsor with certain licenses and services related to the collecting and reporting of quantitative survey data from the Sponsor Website.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

1. Definitions. All capitalized terms used herein and not otherwise defined shall have the following meanings:

Advertisements: Targeted or generic digital advertisements displayed on the Survey Site, Survey Widget or through the Survey Products.

Affiliate: Affiliate of Sponsor shall mean an Entity, directly or indirectly, controlled by, controlling, or under common control of Sponsor and such other Entities approved by Civic Science in writing.

Agreement: This Agreement, together with all Addenda attached hereto.

Application Services: The services for interactive data collection and Advertisements utilizing the Survey Products as contemplated hereunder that are made available to Sponsor and/or End Users by Civic Science, by means of the Internet or through other electronic means.

Civic Science Data: Any data that Civic Science gathers through or as a result of the use of the Survey Products or other means from End Users, including User Data.

Confidential Information: Any and all non-public, confidential, or proprietary information, materials, and ideas disclosed by either Party to the other Party, including without limitation, (i) business plans, client or customer lists, technical data, product, ideas, market research findings, contracts and financial information; (ii) schematics, techniques, know-how, discoveries, trade secrets, intellectual property, employee suggestions, development tools and processes, computer printouts, computer programs, specifications, algorithms, software source documents, source code, object code, images, icons, components, objects, formulae, design drawings and manuals, and improvements; (iii) information about revenues, costs, profits, markets, sales, assets, and liabilities; (iv) plans for future development and new product concepts and businesses; and (v) all documents, agreements, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means. Confidential Information does not include (1) information that is now or hereafter becomes generally known or available to the general public otherwise than by disclosure by Civic Science, Sponsor or a representative of either Party; (2) information that can be shown by written record to already be in the receiving Party’s possession without breach of this Agreement or any other agreement; (3) information that hereafter is lawfully disclosed to the receiving Party by a third party under no obligation of confidentiality; (4) information that is independently developed by the receiving Party’s representatives who it can be shown have not had access to the Confidential Information of the disclosing Party; or (5) information that the receiving Party is required by law to disclose, provided, however, that prior to such disclosure, the receiving Party will provide the disclosing Party with prompt notice of the legal request sufficient to afford the disclosing Party with reasonable time to oppose or seek other court order or intervention to modify the terms or conditions of the disclosure.

Content: The survey questions, each survey, response matrix, survey analysis, End User presentation, the data to be provided or made available to Sponsor by Civic Science pursuant to this Agreement.

Deliverables: Any design, programming, software, applications, Content, documentation, reports, screen shots, graphic images or simulations of interaction between image objects, and any other media, materials, and other tangible objects produced by Civic Science and delivered to Sponsor as required by and in the course of the performance of this Agreement.

Documentation: Civic Science’s documentation pertaining to the use of the Software or Content.

End User: End users of the Sponsor Website.

Entity: A corporation, company, trust, joint venture, proprietorship, estate, or other incorporated or unincorporated enterprise, entity or organization of any kind whatsoever.

Software: The unmodified, object-code version of the software included in the Survey Products (but does not include Content) delivered pursuant to this Agreement, and including all systems programs, available options and features, Documentation, Deliverables, updates, upgrades, and releases, and any other computer software developed by Civic Science in accordance with this Agreement.

Sponsor Marks: The trademarks, trade names and service marks owned and used by Sponsor on the Sponsor Website.

Survey Site: A dedicated website hosted by Civic Science designed to complement Sponsor’s website to enable the Civic Science and the Sponsor to serve Advertisements to End Users.

Sponsor Services: Any and all of Sponsor’s pages, software, products or services (whether owned, controlled and/or licensed by Sponsor), accessible in whole or in part through any and all internet or mobile technologies, including without limitation, the Sponsor Website, or other media made available by Sponsor to Civic Science.

Survey Products: Software, Content, Survey Projects, and Application Services designed to provide online interactive collecting and reporting of quantitative data.

Survey Project: A digital interactive data collection mechanism developed for Sponsor.

Survey Widget: Application Services integrated with the Sponsor Website to deliver the Survey Projects.

User Data: Any data that Civic Science gathers from End Users through Sponsor or its Affiliates use or deployment of the Survey Products through Sponsor Services, including End User demographic and response data.

2. CONTENT AND SURVEY PROJECTS.

2.1. Survey Widget. Civic Science will prepare Content and develop Survey Projects for Sponsor through a Survey Widget. If requested by Civic Science, Sponsor may cooperate with Civic Science in the preparation of the Content for Survey Project. Sponsor shall retain the option to have final approval of any Content to be included within a Sponsor Website. Civic Science shall make the Survey Projects available to End Users through the Survey Widget, and Sponsor shall place the Survey Widget in prominent places on the Sponsor Website.

2.2. Survey Site.

2.2.1. Civic Science may design, build and host a Survey Site, which may consist of the same look and feel of Sponsor’s Website, to provide Survey Products and serve Advertisements to End Users. A link to the Survey Site may be included in the Survey Products. Sponsor may opt out of having a Survey Site at any time throughout the Term by providing written notice to Civic Science. Upon receipt of such written notice, Civic Science shall promptly take down the Survey Site, but in no event shall the Survey Site remain active for a period of more than fifteen (15) days following the receipt of such notice.

2.2.2. Civic Science may incorporate Sponsor Marks in the Survey Site. Sponsor shall retain all right, title and interest in and to the trademarks, service marks or trade names owned by Sponsor. Civic Science acknowledges that its use of the Sponsor Marks shall not create in it, nor shall it represent that it has, any right, title, or interest in or to such Sponsor Marks other than the licenses expressly granted herein. Civic Science agrees not to do anything contesting or impairing the trademark rights of the Sponsor (including, without limitation, seeking to register the Sponsor Marks as part of a composite mark).Sponsor hereby grants to Civic Science for the Term of this Agreement, a world-wide non-exclusive, non-transferable, royalty-free right and license to use the Sponsor Marks in the form and manner approved by such Party in advance for the sole purpose of creating, maintaining and operating the Survey Site. All use by Civic Science of the Sponsor Marks other than as links must be approved by Sponsor in writing in advance. Civic Science agrees to use the Sponsor Marks only as set forth above and only in accordance with the reasonable policies regarding advertising and trademark usage of Sponsor.

3. LICENSE; OWNERSHIP.

3.1. License Grant to Sponsor. In consideration of the promises and performance described herein, Civic Science grants Sponsor, subject to the terms and conditions of this Agreement a non-exclusive, non-transferable, non-assignable right to use the Survey Products for the Term (as defined herein), subject to the terms and conditions set forth herein. The license granted in this Section 3.1 includes the right of an unlimited number of concurrent End Users to access and use the Application Services in the normal course of Sponsor’s business for the purposes of responding to Survey Projects.

3.2. Sponsor Use of User Data. Subject to the terms hereof, Civic Science hereby grants to Sponsor a perpetual, non-exclusive, non-transferrable and royalty-free license, without the right to sublicense, to access compilations and statistical analyses of the User Data (“Analyzed Data”) through Civic Science’s proprietary tools and interfaces made available by Civic Science from time to time subject to the Terms and Conditions during the Term. Sponsor shall have the right to run analyses using the Analyzed Data as well as to write and distribute reports that display Analyzed Data and graphs, charts and values, which are derived from such Analyzed Data (“Sponsor Output”). The license granted to Sponsor in this Section 3.2 shall include sharing the Analyzed Data and Sponsor Output with internal employees, the media, advertisers, or outside contractors, so long as the Analyzed Data and/or Sponsor Output is being utilized solely for the Sponsor’s own business purposes and provided that each employee or third party enters into a confidentiality agreement with terms that are at least as restrictive as those set forth herein, and that provides that such employee or third party shall not disclose or use the Analyzed Data or Sponsor Output for any other purpose other than assisting Sponsor with its business. Sponsor shall not offer the Analyzed Data or Sponsor Output for sale to or use by any third party without Civic Science’s express written consent.

3.3. Ownership. Sponsor hereby acknowledges and agrees that Civic Science owns all proprietary rights, including, without limitation, all patent, copyright, trade secret, database rights, trademark, know-how and other intellectual property rights in and to the Survey Products and Civic Science Data (including the Analyzed Data), necessary to grant the licenses and offer the services contemplated by this Agreement (collectively, the “Civic Science Intellectual Property”). Sponsor agrees that except as expressly set forth therein, Civic Science will retain such ownership in and to the Civic Science Intellectual Property, together with any related corrections, bug fixes, enhancements, updates, feedback, comments, bug reports, test results, suggestions or other modifications thereto, whether made by Sponsor (or its Affiliates), End Users, Civic Science or any third party. Additionally, Sponsor hereby agrees that the license granted under this Agreement does not provide Sponsor with title to or ownership of the Survey Products and Analyzed Data, but only a right of limited use thereof under the terms and conditions of this Agreement. Under no circumstances shall Sponsor sell, license, sublicense, publish, display, distribute, assign or otherwise transfer to any other party the Survey Products, Analyzed Data, or Sponsor Output, or any copy thereof, in whole or in part, accept as permitted in this Agreement. Sponsor agrees that Civic Science may develop one or more databases containing the User Data and may analyze, sell, or redistribute the User Data or any part thereof; provided, however, that Civic Science shall not (1) distribute User Data in any way (other than to Sponsor or with Sponsor’s permission) which identifies any Sponsor or a Sponsor Affiliate as the source of such User Data, or (2) violate the provisions of Civic Science’s Privacy Policy (defined below).

4. SPONSOR OBLIGATIONS.

4.1. During the Term, Sponsor shall make the Survey Products available to End Users on and through the Sponsor Website on a continuous basis (except for reasonable downtime and black out related to system maintenance, upgrade, enhancement or general communication outage beyond Sponsor’s control). The Survey Products shall be located in a prominent location on the Sponsor Website. As a necessary precondition to meeting this obligation, Civic Science shall make survey inquiries available to Sponsor on and through Civic Science’s application programming interface on a continuous basis except for reasonable downtime and black out related to system maintenance, upgrade, enhancement or general communication outage beyond Sponsor’s and its Affiliates’ control.

4.2. Sponsor shall take reasonable steps to protect the Survey Products, Analyzed Data, and Sponsor Output from unauthorized copying or use. Sponsor shall implement and use, and shall not in any way disable, the license manager or the encryption provided with the Survey Products and Analyzed Data.

4.3. Sponsor shall not use the Analyzed Data or any Sponsor Output for purposes of creating any quantitative research subscription product or quantitative survey service competitive with Civic Science, or offer such Analyzed Data or Sponsor Output to its customers or third parties in competition with Civic Science, or in circumvention of any obligation of Sponsor under this Agreement.

5. THIRD PARTY PROVIDERS. Civic Science may use third party service providers to analyze certain online activities to learn more about End Users and to serve End Users relevant polling questions and third party offers. Civic Science may permit these service providers to use cookies and similar technologies to perform these services. Sponsor agrees to allow Civic Science to utilize these services, subject to the then current terms and conditions of each service provider, which shall be made available to Sponsor upon request. A full list of such third providers is available at https://civicscience.com/technical-documentation/.

6. CONFIDENTIAL INFORMATION. Sponsor agrees that the Survey Products contain Confidential Information that is the exclusive property of Civic Science and that each Survey Product and Civic Science Data constitutes Confidential Information of Civic Science subject to this Agreement. Each Party will protect the other’s Confidential Information from unauthorized dissemination or disclosure to third parties, and shall use the same degree of care that each such Party uses to protect its own non-public and confidential information, but in no event less than a reasonable amount of care. Neither Party will use the other’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Upon termination each Party shall return or destroy the other Party’s Confidential Information in its possession.

7. DATA PRIVACY

7.1. The collection, analysis, and reporting of any personally identifiable information about any End User or Sponsor by Civic Science will be conducted in accordance with Civic Science’s then-current Privacy Policy, available at https://www.civicscience.com/static/polls/privacy/en.html (the “Privacy Policy”).

7.2. Sponsor shall (a) comply with all applicable terms and conditions of Civic Science’s then-current Privacy Policy and terms of service, available at https://www.civicscience.com/static/polls/privacy/en.html, and (b) not re-identify, or attempt to re-identify, any User Data, including, but not limited to, any Analyzed Data and any Civic Science Data.

7.3. Each Party hereby covenants to the other Party that it shall:

a) comply with all applicable obligations under the General Data Protection Regulation, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, the effective date of which is 25 May 2018 (“GDPR”), including any applicable data protection legislation or regulations or standard contractual clauses supplementing it in those jurisdictions in which relevant services are provided from time to time, including those requirements set out in Chapter IV (Controller and Processor) of GDPR;

b) comply with all applicable obligations under the California Consumer Privacy Act of 2018 (“CCPA”), including any applicable data protection legislation or regulations or standard contractual clauses supplementing it and will cooperate in responding to any requests made b consumers under the CCPA;

c) notify the other Party without undue delay after becoming aware of a relevant personal data breach and provide reasonable assistance to such Party in its notification of that personal data breach to the relevant supervisory authority and those data subjects affected as set out in Articles 33 (Notification of a personal data breach to the supervisory authority) and 34 (Communication of a personal data breach to the data subject) of GDPR;

d) not disclose or use personal data except as permitted pursuant to the terms of this Agreement and in compliance with applicable law, including GPDR and the CCPA; and

e) only transfer personal data to its affiliates that have executed a data transfer agreement containing the EU model clauses, to the extent required under applicable law.

8.TERM AND TERMINATION.

8.1.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue thereafter until either Sponsor or Civic Science terminates this Agreement by delivering thirty (30) days’ notice to the non-terminating Party.

8.1.2. Each Party shall have the right to immediately terminate this Agreement and the licenses granted herein, upon the occurrence of the following events (an “Event of Default“):

(i) In the event the other Party breaches this Agreement; or

(ii) In the event the other Party (A) terminates or suspends its business, (B) becomes subject to any bankruptcy or insolvency proceeding under federal or state statute, (C) becomes subject to direct control by a trustee, receiver or similar authority, (D) has wound up or liquidated, voluntarily or otherwise, or (E) materially breaches this Agreement in a way that cannot be remedied.

8.2. Procedure. Upon termination of this Agreement, upon request, each Party shall deliver to the other a written certification signed by an officer or authorized representative that the Documentation, license keys and all other Confidential Information has been deleted, returned, or destroyed (except for those items which a Party is required by law or regulation to retain). Sponsor shall immediately discontinue use of the Survey Products and the Civic Science Data (but not Analyzed Data), including the use of Application Services, and, upon request, shall provide a certification providing that Sponsor has discontinued use of the Survey Products and Civic Science Data, and that it has removed the Application Services from the Sponsor Website. Upon termination, Civic Science’s access to the Sponsor Services through any application programming interface or other means shall cease.

9. DISCLAIMER AND INDEMNITY

9.1. Disclaimer of Warranties.SPONSOR HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT THE SOFTWARE AND ANY SUPPORT FROM CIVIC SCIENCE IS PROVIDED “AS IS” AND WITHOUT WARRANTY, EXPRESS OR IMPLIED. CIVIC SCIENCE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.2. Limitation of Liability.IN NO EVENT WILL CIVIC SCIENCE BE LIABLE FOR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR EXEMPLARY, OR FOR LOST PROFITS, LOST SAVINGS, IMPAIRED OR LOST DATA, SOFTWARE OF COMPUTER FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER CAUSE, OR FOR ANY OTHER CLAIM BY SPONSOR OR FOR ANY THIRD PARTY CLAIM, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SURVEY PRODUCTS OR USER DATA, EVEN IF CIVIC SCIENCE OR SPONSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPONSOR AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

9.3. Indemnification. Sponsor agrees to indemnify and hold Civic Science and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party (whether an End User or otherwise) due to or arising out of any Content Sponsor submits, posts, transmits or otherwise makes available through the Survey Products, Sponsor’s use of the Survey Products, violation of this Agreement, or violation of any rights of another.

10. GENERAL PROVISIONS.

10.1. Entire Agreement; Amendments, Waiver. This Agreement sets forth the entire agreement between Sponsor and Civic Science relating to the subject matter hereof and supersedes all prior agreements and undertakings, written and oral. No amendment of, or waiver of any right under this Agreement shall be deemed effective unless contained in writing signed by an authorized representative of Civic Science and Sponsor. No consent to or waiver of a breach of this Agreement by either Party, whether express or implied, will constitute a consent to, waiver of, or excuse for any other, different, or subsequent breach of this Agreement by such Party.

10.2. Severability. If any provision in this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain in full force and effect.

10.3. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement to any successor to its business.

10.4. Survival. The provisions of Sections 3.2, 3.3, 4.3, 5, 7, 8, 9 and 10 shall each survive expiration or any termination of this Agreement.

10.5. Choice of Law; Dispute Resolution; Waiver of Jury Trial. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without reference to its conflict of law principles. The Parties hereby irrevocably submit to the exclusive jurisdiction of any Pennsylvania state or federal court located in Allegheny County, Pennsylvania. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10.6. Force Majeure. If by reason of labor disputes, strikes, war, natural disaster, civil emergency, governmental restrictions, or other causes beyond the control of a Party hereto, either Party is unable to perform in whole or in part its obligations as set forth in this Agreement and that condition continues for a period of ninety (90) days, then such Party shall be relieved of those obligations. However, inability to pay amounts due shall not be construed as a cause beyond the control of a Party or a result of a cause beyond the control of a Party such that it falls within the meaning of this section. Neither Party shall be liable for any loss, injury, delay or damages suffered or incurred by the other Party due to the above causes.

10.7. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the Party to be notified; (b) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. If notice is given to Civic Science, it shall be sent to Civic Science, Inc., 5920 Kirkwood Street, 3rd Floor, Pittsburgh, PA 15206, Attention: Pedro Barelli or legal@civicscience.com; and if notice is given to Sponsor, it shall be given at the address provided in connection with registration of Sponsor.