These Trial Terms and Conditions (the “Agreement”) are made and entered by and between quantilope, Inc., a Delaware corporation with a place of business at 25 Broadway, 10th Floor, New York, NY 10004 (“quantilope”) and an entity that has filled out a Registration (as defined below in Section 2.3) that has been accepted by quantilope (each such entity a “Customer”). quantilope and Customer are also each referred to under these Terms individually as a “party,” and together as the “parties.”

The Trial Services (as defined below) are not for use by private individuals.

The parties agree as follows:

1. DEFINITIONS.

Affiliates means, with respect to any party hereto, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such party, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of party whether through the ownership of voting securities, by contract or otherwise.

Customer Materials means any content, data, information, links, images, works of authorship, and other materials submitted by or for Customer to quantilope or otherwise for use in connection with the Trial Services, questionnaires created by Customer, and logos of Customer or any third party, but excluding quantilope Materials.

Confidential Information means any business, technical, and financial information designated in writing as confidential, or disclosed in a manner that a reasonable person would understand the confidentiality of the information. “Confidential Information” does not include information that (a) is previously rightfully known to the receiving party without restriction on disclosure, (b) is or becomes known to the general public, through no fault on the part of the receiving party, (c) is disclosed to the receiving party without restriction by a third party without breach of any separate nondisclosure obligation, (d) is independently developed by the receiving party, or (e) is expressly requested to be disclosed by the disclosing party (solely to the extent expressly requested).

Documentation means any user guide, help information, and other documentation and information regarding the Trial Services that is delivered by quantilope to Customer in electronic or other form.

Feedback means any and all suggestions, ideas, enhancement requests, recommendations or other information provided by Customer or any third party relating to any quantilope products or services.

Intellectual Property Rights means all rights in know-how, copyrights, trademarks, patents, patent applications (including reissues, renewals, continuations, continuations-in-part, or divisions of any patent or patent application), trade secrets, instructions, including all improvements, modifications, derivatives, copies, and embodiments thereof.

Malicious Software means any virus, worm, “back door”, Trojan horse or similarly harmful code.

PII shall have the meaning as outlined in the DPA.

quantilope Materials means the Trial Services, Documentation, Feedback, Usage Data, quantilope’s Intellectual Property, and all other materials (including software, source code, documentation, methodologies, know how, processes, ideas, designs of reports, charts, and dashboards, inventions, systems, interfaces, utilities, forms, techniques, methods, algorithms, information, implementations and concepts, technologies and data) provided or used by or on behalf of quantilope in connection with the Trial Services, including all improvements, modifications, enhancements thereto, and derivatives thereof.

Reports means all analysis, results, data, images, visualizations, pictures and other graphics generated by and based specifically on Customer’s use of the Trial Services.

Trial Account means Customer’s account for Customer’s use of the Trial Services.

Trial Services means selected web-based software functionalities, including all components and functions relating thereto and all updates and derivatives thereof provided by quantilope. Respective limitations and restrictions on the use of the Trial Services will be communicated by quantilope directly through the Trial Services or by any other means that quantilope deems appropriate.

Trial Term means the fourteen (14) day period beginning on the date quantilope accepts Customer’s Registration, unless earlier terminated under this Agreement. quantilope may extend or shorten the Trial Term in its sole discretion without providing prior notice to Customer.

Usage Data means any data (including without limitation, survey related data, chart data, etc.), analysis, results, Reports, metadata, statistics and other information generated, collected or derived by or through the Trial Services, including information about Customer’s and its User’s use of the Trial Services, but excluding Customer Materials in the form submitted by Customer.

User means the one (1) individual employee, authorized by Customer to use and access the Trial Services on Customer’s behalf. Each Customer is limited to one (1) Trial Account and one (1) User.

User Identifier means a specific, personal identifier assigned to a User for use of the Trial Services.

2. TRIAL SERVICES.

2.1 Trial Services. The Trial Services are provided at no cost, and this Agreement creates no obligation on either party to enter into a paid definitive agreement for the Customer’s license of quantilope’s products or use of quantilope’s services. The Trial Services may be subject to specific usage limitations that will be communicated to Customer directly through the Trial Services or otherwise. During the Trial Term, quantilope may - in its sole discretion - change any such usage limitations.

2.2 Access to Customer Materials. During the Trial Term, Customer may access the Customer Materials via the Trial Services. After the expiration or termination of the Trial Term, quantilope shall have the right to delete Customer Materials immediately without any liability to Customer.

2.3 Trial Account Access. To establish a Trial Account, Customer must provide all of the registration data requested by quantilope (the “Registration”). quantilope, may accept or reject any Registration in its sole discretion. If quantilope accepts the Registration, quantilope will provide the Customer with a confirmation email (the “Confirmation Email”). The Confirmation Email shall contain all relevant information for setting up the Trial Account, including, where relevant, the User Identifier. Customer shall (and shall cause its User to) treat the User Identifier as quantilope’s Confidential Information. The User Identifier may only be used by the User to whom it is issued, and Customer shall not, and shall ensure its User does not, share, transfer or disclose the User Identifier to any other person or use it simultaneously on multiple devices. Customer is solely responsible for all activity under its User Identifier and shall inform quantilope without undue delay of any unauthorized use.

3. PROPRIETARY RIGHTS.

3.1 Customer Materials. Customer grants to quantilope and its Affiliates a worldwide, perpetual, non-exclusive, sublicensable, transferable, royalty-free license to use, access, reproduce, copy, modify, make derivative works of and distribute the Customer Materials for the purpose of (a) providing the Trial Services to Customer; (b) enforcing this Agreement and exercising quantilope’s rights hereunder; and (c) improving, training and enhancing its systems, services and processes, including, but not limited to, the Trial Services. Without limiting any other remedies it may have, quantilope reserves the right to delete any Customer Materials from the Trial Services that do not comply with this Agreement.

3.2 Trial Service License. Subject to the terms and conditions of this Agreement, quantilope grants to Customer a limited, non-exclusive, worldwide, revocable, non-sub-licensable and non-transferable right to use the Trial Services solely for Customer’s own internal purposes. All Feedback shall be owned by quantilope and Customer hereby assigns all right, title and interest in and to such Feedback to quantilope.

3.3 Ownership; Reservation of Rights. Customer shall own all Customer Materials and quantilope shall own all quantilope Materials. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, and all other rights are reserved.

3.4 Restrictions. Customer shall not, and shall not permit any third party to, directly or indirectly (a) use any of quantilope Materials, Confidential Information or the Trial Services to create any service, software, documentation or data that is similar to, or competes, with any aspect of the Trial Services; (b) disassemble, decompile, reverse engineer, copy, modify or create derivative works of the Trial Services or attempt to discover any source code algorithms or trade secrets; (c) use the Documentation for any reason other than in connection with the Trial Services; (d) sublicense, transfer, rent, lease, time-share or otherwise make the Trial Services available to any third party; (d) take any action that would adversely affect quantilope’s exclusive ownership of the quantilope Materials.

4. CONFIDENTIALITY.

Each party may disclose Confidential Information to the other party in connection with this Agreement. The receiving party will (a) not use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement including the rights granted in this Section 4, (b) protect it using the same level of care it uses for its own similar information, but no less than a reasonable degree of care, and (c) limit access to it to those of its Affiliates, employees, advisors, contractors, and subcontractors who need to know it and are subject to confidentiality obligations no less stringent than those contained in this Agreement. Usage Data and Feedback are not Customer’s Confidential Information. Upon the disclosing party’s request the receiving party will promptly destroy the disclosing party’s Confidential Information except for copies retained in accordance with (i) its automated archival backup systems, and (ii) applicable law. Confidential Information retained in line with subsections (i) through (ii) will remain subject to this Section 4 for so long as they are retained by the receiving party. If required by law or court order, the receiving party may disclose Confidential Information of the disclosing party solely to the extent required, and will give prompt prior notice (to the extent legally permitted) so the disclosing party may seek protective treatment. The obligations in this Section 4 will continue to apply for one (1) year following termination of this Agreement.

5. LIMITED WARRANTY AND DISCLAIMERS.

5.1 General. Customerrepresents and warrants that (a) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) it has full power and authority to enter into and perform this Agreement; and (c) the individual accepting this Agreement on Customer’s behalf is authorized to bind Customer.

5.2 Customer. Customer represents and warrants that (a) it owns the Customer Materials or otherwise has the right to grant the rights set forth in this Agreement (including the right to provide all PII to quantilope); (b) it will comply with all applicable laws, rules and regulations; (c) it will only use the Trial Services in accordance with this Agreement; (d) the publication or use of Customer Materials as contemplated hereunder does not violate the privacy rights, publicity rights, copyright rights, contract rights, intellectual property rights, or any other rights of any person; (e) the Customer Materials and the hardware and software employed and controlled by Customer for use of the Trial Services will be free from errors and other Malicious Software; (f) its use of the Trial Services and the Customer Materials complies with its privacy policies, third party contracts, and all applicable laws, rules and regulations; and (g) the Customer Materials shall not be knowingly harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable. quantilope may delete any Customer Materials or any other content that does not conform with any of Customer’s representations and warranties.

5.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE TRIAL SERVICES ARE PROVIDED “AS-IS.” QUANTILOPE DOES NOT WARRANT THAT THE TRIAL SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR RESULT IN ANY OUTCOME, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, QUANTILOPE HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE TRIAL SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. FURTHER, CUSTOMER ACKNOWLEDGES THAT THE TRIAL SERVICES DO NOT, AND CANNOT, AVOID OR DETERMINE THE PRESENCE OF USER ERRORS OR CONTENT-BASED ERRORS ESTABLISHED OR INPUT BY CUSTOMER (E.G., UNSUITABLE STUDY DESIGN, LEADING QUESTIONS, AMBIGUOUS FORMULATIONS, ETC.), NOR ANY EFFECTS OF SUCH ERRORS ON THE COLLECTION OF DATA, THE ANALYSIS OF DATA, OR ANY OTHER ELEMENT OF USAGE DATA, NOR CAN IT ALERT CUSTOMER TO INCORRECT CONCLUSIONS OR BUSINESS DECISIONS BASED ON THE PROCESSING OR ANALYSIS OF USAGE DATA. CUSTOMER AGREES AND ACKNOWLEDGES THAT QUANTILOPE IS NOT OBLIGATED TO GENERATE ANY BACK-UP COPIES OF ANY CUSTOMER MATERIALS AND THAT IT IS CUSTOMER’S SOLE RESPONSIBILITY TO INDEPENDENTLY GENERATE AND MAINTAIN BACK-UP COPIES OF CUSTOMER MATERIALS. QUANTILOPE MAY AT ALL TIMES CHANGE OR DISCONTINUE THE TRIAL SERVICES.

6. INDEMNIFICATION.

6.1 Customer. Customer shall indemnify, defend and hold quantilope and its Affiliates and their officers, directors, employees and agents harmless from any damages, losses, liabilities, expenses (including reasonable attorneys’ fees), claims, demands, suits, actions or proceedings (each, a “Claim”) arising from (a) the gross negligence or willful misconduct of Customer; (b) Customer Materials; (c) Customer’s breach of its representations, warranties or obligations set forth herein; (d) the acts or omissions of its User or any person using its User Identifier; and (e) Customer’s web site(s), advertising or marketing campaigns or methods, or any of Customer’s business practices (including, without limitation, any conduct, actions or omissions by third parties in relation to the foregoing).

6.2 Indemnification Procedure. quantilope will notify Customer in writing of any Claim for which it seeks indemnification; any delay will relieve Customer of its obligations only to the extent Customer is materially prejudiced. Customer will promptly assume the defense of the Claim at its sole cost, and quantilope may participate with counsel of its choosing at its own expense. If Customer fails to timely assume the defense, quantilope may defend and settle the Claim at Customer's expense. Customer will not settle any Claim in a manner that imposes any obligation or admission of liability on quantilope or its Affiliates without quantilope's prior written consent.

7. LIMITATION OF LIABILITY.

TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL QUANTILOPE, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS, DELETION OR INACCURACY OF DATA (INCLUDING CUSTOMER MATERIALS), LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR TRIAL SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL OR (C) DAMAGES, IN THE AGGREGATE, IN EXCESS OF $100.00 (ONE HUNDRED U.S. DOLLARS), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS DO NOT APPLY TO DAMAGES ARISING FROM QUANTILOPE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

8. DATA SECURITY.

8.1 quantilope will use commercially reasonable administrative, physical and technical safeguards designed to protect against the unauthorized destruction, loss, disclosure or alteration of any Customer Materials.

8.2 Security Breach. quantilope will notify Customer without undue delay after confirming any unauthorized access, use or disclosure of any Customer Materials and will coordinate with Customer’s security personnel in connection with the investigation.

9. TERM AND TERMINATION.

9.1 Term. This Agreement shall continue in effect for the duration of the Trial Term, as outlined above, unless or until terminated in accordance with this Agreement.

9.2 Termination; Suspension. Either party may terminate this Agreement at any time, for any reason or no reason, effective immediately upon notice (including by email) to the other party. Without limiting its rights and remedies hereunder, or at law or equity, quantilope may suspend Customer’s access to or use of the Trial Services at any time.

9.3 Effects of Termination. Upon any expiration or termination of this Agreement, all corresponding rights, obligations and licenses of the parties shall cease, except (a) all obligations accrued prior to the effective date of termination shall survive, (b) Customer shall cease using the Trial Services ; and (c) the provisions of Sections 3.1, 3.3, 3.4, 4, 5, 6, 7, 10 and this Section 9.3 shall survive.

10. GENERAL PROVISIONS.

10.1 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the provision and use of Trial Services. This Agreement is executed electronically by Customer providing acceptance to quantilope. No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, 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 in English only, which language shall be controlling in all respects.

10.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in New York having jurisdiction over quantilope's offices, and both parties consent to the jurisdiction of such courts with respect to any such action. In any action or proceeding to enforce this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding.

10.3 Remedies. Except as specifically provided otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief.

10.4 Notices. All notices hereunder will be in writing, in English and addressed to the party at the address indicated below, or at such other address that may have been specified by written notice delivered in accordance with this Section. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; upon confirmed receipt, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.

If to quantilope:

25 Broadway, Floor 10

New York, NY 10004 United States

ATTN: General Counsel

With Copy to: [email protected]

If to Customer:

To the contact information provided by Customer during the Registration

10.5 Force Majeure. Neither party will be liable for any delay or failure to performcaused by events beyond its reasonable control including network or service failures, hacking or other unauthorized access by third parties, pandemics, natural disasters and acts of government.

10.5 Data Privacy. Provided that the Trial Services involve the processing (e.g. upload, collection, or similar) of any information subject to applicable data protection laws, the actual usage of the Trial Services will be subject to quantilope’s Data Processing Addendum (“DPA”) available at https://www.quantilope.com/us-dpa, and such DPA will be incorporated herein by reference. For the purposes of the DPA, this agreement shall be considered an “Agreement” as defined in the DPA.

10.6 Assignment. Customer may not assign this Agreement or its rights and obligations hereunder, in whole or in part, without quantilope’s prior written consent. quantilope may assign this Agreement without Customer’s consent.

10.7 Subcontractors. quantilope may use subcontractors as it deems appropriate to perform its obligations under this Agreement.

10.9 Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.