TruePublic Service Agreement

This TruePublic Service Agreement (the “Agreement”) is entered into by and between the individual (in the case of personal use) or entity (if used on behalf of a business) using the Service (in each case, “You”) and TruePublic Inc. (“TruePublic”). This Agreement governs Your participation in the TruePublic Service (the “Service”) and by using the Service You agree to be bound by this Agreement. In consideration of the foregoing, the parties agree as follows:

1. Service and Policies.

(A)

You are solely responsible for Your use of the Service (e.g., access to and use of Service accounts and safeguarding user names, emails and passwords) and all questions submitted by You through the Service (such questions, the “Survey Questions”).

(B)

Your Use of the Service is subject to the Service policies available at: https://business.truepublic.com/content-rules/ (as modified from time to time, the “Service Policies”).

(C)

You will comply with all applicable laws, rules, and regulations in Your use of the Service.

(D)

TruePublic reserves the right, in its sole discretion, to change, suspend or discontinue all or any aspect of the Service at any time and for any reason, without liability.

2. Licence Grant, Intellectual Property, Data Ownership.

(A)

You authorize TruePublic and its affiliates to place Survey Questions on any content or property (each, a “Property”) provided by TruePublic, its affiliates or a third party (“Partner”). TruePublic, its affiliates or Partners may reject or remove a specific Survey Question from any Property at any time for any or no reason. You will direct communications regarding Survey Questions on Partner Properties only to TruePublic.

(B)

As between the parties, (i) Survey Questions and (ii) data submitted by end users in response to Survey Questions (“Survey Response Data”) are Your Intellectual Property under this Agreement. “Intellectual Property” means any worldwide rights under patent law, copyright law, trade secret law, trademark law or other intellectual property right secured by a party from time to time.

(C)

TruePublic may use and disclose Survey Questions and Survey Response Data solely: (i) to provide the Service, (ii) as aggregate Service statistics, which will not include personally identifiable information or information that identifies or would reasonably be expected to identify You or any of Your clients and (iii) if and as required by court order, law or governmental or regulatory agency (after giving reasonable notice to You, if permitted). TruePublic may also use and disclose Survey Response Data for internal use, including to improve the Service, solely when aggregated with survey response data from other researchers or end users.

(D)

Other than as provided by this Agreement, neither party will acquire any right, title or interest in any Intellectual Property belonging to the other party.

3. Fees.

(A)

Pricing. You will be charged fees for Your use of the Service based on pricing available at https://business.truepublic.com/pricing/ (as modified from time to time, “URL Pricing”); provided, however, that the URL Pricing may be amended, modified or superseded from time to time by pricing made available through the Service user interface, provided further that such user interface pricing expressly states that it supersedes the URL Pricing (collectively, the “Service Pricing”).

(B)

Payment Terms. You will pay all charges incurred in connection with the Service (other than fees disputed in good faith): (i) in immediately available funds and (ii) in U.S. dollars at the time the applicable Survey Question is run, as determined by TruePublic and as specified in the user interface. Charges are solely based on the applicable Service Pricing specified by TruePublic and TruePublic’s measurements for the Service. TruePublic may, in its sole discretion, extend, revise or revoke credit at any time.

(C)

Taxes. Charges are exclusive of taxes. You will pay all applicable taxes and other government charges (other than those based on TruePublic’s net income) associated with the Service, including any related penalties or interest taxes.

4. Representations, Warranties and Disclaimers.

(A)

Each party represents and warrants that: (i) it has full power and authority to enter into this Agreement and (ii) entering into or performing under this Agreement will not violate any agreement it has with a third party. You further represent and warrant that: (a) You hold, and hereby grant TruePublic, its affiliates and Partners, the rights in Survey Questions for TruePublic, its affiliates and Partners to operate the Service, (b) all information and authorizations provided by You are complete, correct and current and (c) You are authorized to act on behalf of third parties, if any, for which You utilize the Service in connection with this Agreement and will be liable for such third parties’ acts and omissions in connection with the Service.

(B)

To the maximum extent permitted by applicable law, EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND TRUEPUBLIC, ITS AFFILIATES AND PARTNER PROPERTIES ARE PROVIDED “AS IS” AND AT YOUR OPTION AND RISK AND NONE OF TRUEPUBLIC, ITS AFFILIATES OR PARTNERS MAKE ANY GUARANTEE IN CONNECTION WITH THE SERVICE OR SERVICE RESULTS.

5. Indemnification. 

You will defend, indemnify and hold harmless TruePublic, its affiliates, Partners, officers, directors, employees and agents from and against all third party claims or liabilities arising out of or related to: (i) the Survey Questions, (ii) Your use of the Service and (iii) Your breach of this Agreement. Partners are intended third party beneficiaries of this

6. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES UNDER SECTION 5, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) EXCEPT WITH RESPECT TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 5 AND YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THIS AGREEMENT FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO TRUEPUBLIC BY YOU UNDER THE AGREEMENT IN THE TWELVE MONTHS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM

7. Term and Termination. This Agreement will become effective on the date You first access the Service and will remain in effect until terminated by either party at any time, for any or no reason, upon written notice to the other party (the “Term”). Upon termination of this Agreement, You will (i) immediately cease use of the Service and (ii) no longer be able to access Service account information. Any provisions of this Agreement that by their nature are intended to survive, will survive termination of this Agreement. If this Agreement terminates, (i) Survey Questions not cancelled and new Survey Questions may be run in TruePublic’s sole discretion and (ii) continued use of the Service is, in each case subject to TruePublic’s then standard terms and conditions for the Service available at https://info.truepublic.com/terms-and-conditions/. In all cases, the running of any Survey Questions after termination of this Agreement is in TruePublic’s sole discretion.

8. Miscellaneous Terms.

(A)

Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL BE GOVERNED BY ILLINOIS LAW, EXCLUDING ILLINOIS’ CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

(B)

Amendments. TruePublic may add to, delete from or modify this Agreement at any time. The modified Agreement will be posted at https://business.truepublic.com/service-agreement/. You should look at the Agreement regularly. The changes to the Agreement will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice.

(C)

Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter.

(D)

Notices. All notices of termination or breach must be in writing and addressed to the other party’s Legal Department. The email address for notices being sent to TruePublic’s Legal Department is legal@truepublic.com. All other notices must be in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

(E)

Publicity. TruePublic may use Your name and logos in general marketing materials related to the Service without Your prior written consent. Except as expressly permitted in the immediately preceding sentence, neither party may make any public statement regarding this Agreement without the other’s prior written approval.

(F)

No Agency; No Third Party Beneficiaries. This Agreement does not create any agency, partnership or joint venture between the parties. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

(G)

Subcontracting. Either party may subcontract any of its obligations under this Agreement, without the written consent of the other. The subcontracting party will remain liable for all subcontracted obligations and all acts or omissions of its subcontractors.

(H)

Assignment; Change of Control. Neither party may assign any part of this Agreement without the written consent of the other, except to an affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void. If a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within 30 days after the change of control, and (b) the other party may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.

(I)

Severability; No Waiver. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.(J)

Force Majeure. Except for payment obligations, neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.