[company name] Research Program Terms

Welcome to the [company name] Research Program (the "Program")! To participate, we’ll need you to agree to a special set of terms, the [company name] Research Program Agreement (“Agreement”).

This Agreement is a legal agreement between you (“you”, "your") and [company name], Inc. (“[company name]”, “we”, or “us”). Be sure to read this Agreement carefully – you can only be a Program participant if you accept all the terms of this Agreement. By participating in the Program in any way – for example, by accessing information about [company name] products or services that aren’t yet available to the general public – you’re agreeing to be bound by all the terms of this Agreement.

Your Feedback

We’re always trying to improve our products and services, and your feedback as a Program participant will help us do that. If you choose to give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for our products or services through the Program (collectively, “Feedback”), then we need the legal rights to use and analyze that information for those purposes. In legalese, that means you grant [company name] a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate the Feedback into our products, services, and documentation.

Confidentiality

[company name] may provide you with access to special information that isn’t available to the rest of the world for the purpose of providing feedback to us through the Program (the "Purpose"). Due to the sensitive nature of this information, it’s important for us to make sure that you keep that information secret.

You agree that any non-public information we share with you or that you may have access to as a Program participant will be considered [company name]’s confidential information (collectively, “Confidential Information”), regardless of whether it is marked or identified as such. You agree to only use such Confidential Information for the Purpose stated above, and not for any other purpose. You should use the same degree of care as you would with your confidential information but no less than reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of our Confidential Information. You promise not to disclose, publish, or disseminate any Confidential Information to any third party.

You understand that unauthorized disclosure or use of our Confidential Information could cause us irreparable harm, and significant injury that may be difficult for us to quantify. Accordingly, you agree that we’ll have the right to seek immediate injunctive relief to make sure you comply with this Agreement, in addition to any other rights and remedies we may have. If you are required by law, regulation or a valid binding order of a court of competent jurisdiction to disclose our Confidential Information, you may do so, but only if you notify us before you do, and do your best to limit such disclosure and to seek confidential, protective treatment of such information.

The obligations in this Section 2 won’t apply to information that you can prove: (i) was generally available to the public before we disclosed it to you; (ii) became generally available to the public after we disclosed it to you, through no action or inaction on your part, or on the part of your employees or contractors; (iii) you knew about before we disclosed it to you; (iv) was disclosed to you by a third party, who didn’t have any confidentiality obligations with respect to it; (v) you independently developed without breach of any confidentiality obligation to us or any third party; or (vi) we gave you permission to disclose, in a writing signed by one of our authorized representatives.

Reservation of Rights

All Confidential Information remains the sole and exclusive property of [company name]. Neither party acquires any intellectual property rights under this Agreement, unless expressly specified herein.

Privacy

By participating in this Program, you consent to our use of your personal information for research purposes, and not for any other purposes. As part of the Program, we may use your personal information to contact you, or retain your information, to contact you at a later date. Personal information does not include aggregated, non-personally identifying information. We may use aggregated or other non-personally identifying information collected through the program to operate, analyze, and improve our products and services.

You can withdraw your consent at any time, and request access to or the deletion of the personal information that we hold about you. For more information about how you can access, update, alter, or delete the personal information [company name] collects through the Program, please see the [company name] Privacy Statement or contact us through our [privacy contact form].

[company name] Services and Software Terms

If access to [company name]'s services or software are required to participate in certain Program studies or activities, then the applicable services or software agreement will apply to your use of those products (the "Generally Applicable Terms"). In the event of a direct conflict between this Agreement and the Generally Applicable Terms, your Generally Applicable Terms will control, except with respect to any use of Confidential Information (as defined below), in which case this Agreement will control.

Disclaimer of Warranties

All Confidential Information and other materials you receive through the Program are provided “as is” and without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Program including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

Limitation of Liability

Except as prohibited by law, you understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

Miscellaneous

Governing Law

Except to the extent applicable law provides otherwise, this Agreement between you and [company name] and any access to or use of the Website or the Service are governed by the federal laws of the [governing country] and the laws of the [governing state/region], without regard to conflict of law provisions. You and [company name] agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of [jurisdiction location].

Non-Assignability

[company name] may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section A. You may not assign or delegate any rights or obligations under this Agreement without our prior written consent, and any unauthorized assignment and delegation by you is void.

Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of [company name] to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

Amendments; Complete Agreement

This Agreement may only be modified by a written amendment signed by an authorized representative of [company name]. This Agreement, together with the Generally Applicable Terms and the [company name] Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and [company name] relating to the subject matter of these terms including any confidentiality or nondisclosure agreements.