By participating in any research and user experience studies (individually, a “Study” and collectively, “Studies“) and providing any feedback, observations, comments, criticisms, suggestions or other information (“Feedback”) to Iterable Inc. (“Iterable”) in connection therewith, I acknowledge that I understand and agree to these terms: 

• I agree that Iterable has the right to use the Feedback at Iterable’s sole discretion, for any reason or purposes, including incorporating any portion of the Feedback into Iterable’s products or services, without notice to, payment to or consent from me.
• I hereby irrevocably and unconditionally assign to Iterable all right, title and interest in and to Feedback and any products or services contemplated thereby or derived therefrom.
• I agree that my name, title and company/organization affiliation may be used in Iterable’s internal business activities to identify me as the source of any statements made during a Study.
• I agree that my personal information, including but not limited to, name, email address, title, company/organization affiliation will be provided to third party Iterable vendors to assist with research attribution and analysis, and to process incentives on my behalf.
• During the Study, I will not disclose to Iterable any confidential information or personally identifiable information or trade secrets of any current or former employer or other third party and I represent that my participation in the Study does not and will not cause me to breach any agreement or obligation I may have with any current or former employer or other third party.
• I acknowledge that Iterable may provide me with a financial incentive for a Study, which shall be my sole monetary compensation for agreeing to these terms, along with the consideration of the opportunity to provide Feedback and potentially benefit from such Feedback as a customer of Iterable. We process all incentives through a platform called Tremendous, which requires your name and preferred email address to be able to send you payments. We will process payments at least once monthly. Within a month of completing a paid research study, you should receive an email from Tremendous inviting you to redeem your reward in the method of your choosing (Digital pre-paid Visa card, digital gift card, or charity donation – note that exact options may vary per country). Note that no taxes will be deducted from these payments, and any taxes due per your country’s requirements are your responsibility. If you have any issues receiving your reward, you can reach out to ux-research@iterable.com for assistance.
• If Iterable and I and/or Iterable and my company/organization are bound by pre-existing confidentiality obligations through an agreement in effect between the parties, including without limitation, a Non-Disclosure Agreement or a Master Service Agreement (the “Agreement”), then those confidentiality obligations shall control any and all confidential information disclosed herein. If no such Agreement exists between Iterable and me and/or Iterable and my company/organization, then I acknowledge that I will comply with the terms of the Non- Disclosure Agreement attached hereto as Exhibit A (Non-Disclosure Agreement).

If you wish to withdraw your consent in the future, please contact ux-research@iterable.com, and at your request we can destroy any data you provided as part of research studies (such as interview recordings and personally identifiable information). IF YOU ARE UNWILLING OR UNABLE TO AGREE TO THESE TERMS, PLEASE DO NOT SCHEDULE OR PARTICIPATE IN A STUDY.

EXHIBIT A

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is entered into as of the date it is fully executed as indicated in the signature block above (“Effective Date”) by and between Iterable Inc., a Delaware corporation, with a place of business at 71 Stevenson Street, Suite 300, San Francisco, CA 94105 and its Affiliates (as defined below) (“Discloser”) and the individual named in the signature block above (“Recipient”) and governs the disclosure of Confidential Information (as defined below) by Discloser to Recipient. “Affiliate” means, with respect to Discloser, a party that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Discloser. For purposes of this definition, “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies, whether through the ownership or voting capital stock or equity, by contract or otherwise and includes subsidiaries.

1. Purpose. Discloser, including Discloser’s employees, contractors, and representatives, may from time to time disclose to Recipient certain Confidential Information in connection with discussions or disclosures related to Discloser’s business activities where certain confidential, technical, and business information may be disclosed.

2. Definition. “Confidential Information” means any information of the Discloser, whether in written, electronic, digital, oral, or other form, and whether prior to, on, or after the Effective Date, that: (a) is designated as “confidential” or “proprietary” by Discloser or (b) a reasonable person would understand to be confidential given the circumstances and content of the disclosure, whether or not designated as “confidential” or “proprietary,” including, without limitation, any written or printed documents, proposals, designs, concepts, drawings, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, know-how, marketing plans, strategies, pricing, policies, samples and physical items, financial information, software, hardware and all information of any kind relating to Discloser, its respective shareholders, and/or Affiliates. Notwithstanding the foregoing, Confidential Information will not include any information which: (a) was or becomes publicly known through no action or inaction of Recipient; (b) is already in the possession of Recipient at the time of disclosure as shown by credible evidence; (c) is obtained by Recipient from a third party without a breach of such third party’s obligations of confidentiality; or (d) is independently developed by Recipient without use of or reference to the Confidential Information, as shown by credible evidence.

3. Non-use and Non-disclosure. Recipient will not modify, disassemble, reverse, engineer, decompile, reproduce, create other works, or otherwise use any of the Confidential Information for any purpose except the express purposes for which such Confidential Information is entrusted to Recipient. Recipient will not disclose any Confidential Information to any third parties without Discloser’s written consent. In the event that Recipient is required by law, or by judicial, administrative or other legal order to disclose any of the Confidential Information, Recipient will first give written notice to Discloser (if permitted by law) to allow Discloser to obtain a protective order or otherwise protect its interests in the Confidential Information. In such cases, Recipient will provide full cooperation and assistance to Discloser in seeking such protection, at Discloser’s expense. Recipient, if compelled to do so, shall only furnish only Confidential Information that Recipient is legally compelled to disclosed according to the advice of its legal counsel.

4. Maintenance of Confidentiality. Recipient will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Confidential Information. Without limiting the foregoing, Recipient will take at least those measures that it takes to protect its own confidential or proprietary information, and in any event not less than a reasonable degree of care. Recipient will disclose the Confidential Information only to its employees and contractors who have a need to know and who are bound by confidentiality obligations at least as strict as those contained in this Agreement. Recipient will reproduce the proprietary rights notices on any copies of any Confidential Information, in the same manner in which such notices were set forth in or on the original.

5. No Warranty. ALL CONFIDENTIAL INFORMATION PROVIDED BY DISCLOSER TO RECIPIENT IS “AS IS”. DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

6. Return of Materials. All documents and other tangible objects containing or representing Confidential Information, and all copies thereof which are in the possession or control of Recipient, will be and remain the property of Discloser and will be destroyed or promptly returned upon Discloser’s written request.

7. No License. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, trade secret or other intellectual property right. Nothing in this Agreement grants Recipient any rights in or to the Confidential Information, except as expressly set forth herein.

8. Term and Termination. This Agreement will commence on the Effective Date and will continue until terminated under this Section. Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party. Recipient’s obligations hereunder will survive any termination of this Agreement.

9. Remedies. Recipient agrees that monetary damages may be inadequate to compensate Discloser for any breach by Recipient of any term of this Agreement. Recipient agrees that, in addition to any other remedies that may be available to Discloser, Discloser will be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.

10. Miscellaneous. This Agreement will be governed by the laws of the State of California, without regard to its conflict of law principles, and any litigation concerning this Agreement will be submitted to and resolved by a court of competent jurisdiction in San Francisco, California. In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement will remain valid and enforceable. Any failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.