Customer Feedback Confirmation Form

CUSTOMER FEEDBACK CONFIRMATION FORM

Customer Name:     Customer Email:

Company Name:     Company Contact:

Effective Date:     Feedback Reference ID:

WHEREAS

WHEREAS, Customer submitted comments, suggestions, ideas, bug reports, prototypes, or other feedback regarding Company products or services (collectively, "Feedback"); and

WHEREAS, Company desires to confirm receipt of the Feedback and to set forth the parties' agreements regarding ownership, confidentiality, compensation (if any), and permitted uses of the Feedback; and

WHEREAS, Customer represents that it has the authority to provide the Feedback and to make the acknowledgements and grants set forth in this Confirmation.

FEEDBACK DETAILS

SCOPE OF WORK

The parties acknowledge that the Feedback may inform Company decisions regarding product development, adjustments, testing, or commercial use. The specific scope of any work to be performed by Company in response to the Feedback will be set forth in separate statements of work or project orders as necessary. This Confirmation is not a promise to implement any particular change nor a warranty of results.

PAYMENT TERMS

Customer shall be compensated for Feedback only if a separate written agreement so provides. If compensation is agreed, the terms will control as follows:

TERM AND TERMINATION

This Confirmation commences on the Effective Date and remains in effect until terminated as set forth below.

Start Date:     End Date:

Either party may terminate this Confirmation for material breach of the terms herein if such breach remains uncured thirty (30) days after written notice to the breaching party. Termination shall not relieve the parties of obligations that accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with the Feedback that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Confirmation; (b) is rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully obtained from a third party without restriction.

The receiving party will use Confidential Information solely to evaluate or act on the Feedback, will not disclose it to third parties except to employees, advisors, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and will take reasonable measures to protect Confidential Information from unauthorized disclosure. These obligations survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

FEEDBACK RIGHTS; INTELLECTUAL PROPERTY

Customer hereby grants Company a perpetual, irrevocable, transferable, sublicensable, worldwide, royalty-free license to use, reproduce, modify, distribute, display, and create derivative works of the Feedback for any purpose, including product development, marketing, and commercialization. To the extent applicable law allows, Customer assigns to Company all right, title, and interest in and to Feedback provided by Customer. Customer represents and warrants that it has all rights necessary to grant the foregoing license and assignment, and that the Feedback does not infringe any third-party rights.

Notwithstanding the foregoing, Customer may indicate below whether it consents to Company attributing Feedback to Customer by name in public materials.

  Customer consents to attribution of Feedback to Customer by name and company in Company materials

WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Customer warrants that it has authority to submit the Feedback and to grant the rights and licenses granted herein. Customer will indemnify, defend and hold Company harmless from and against any loss, liability, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim alleging that the Feedback infringes or violates the rights of any third party.

EXCEPT AS EXPRESSLY SET FORTH IN THIS CONFIRMATION, THE FEEDBACK IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONFIRMATION WILL NOT EXCEED THE AMOUNTS PAID TO CUSTOMER UNDER THIS CONFIRMATION DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, IF ANY.

GOVERNING LAW

This Confirmation will be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising out of or relating to this Confirmation.

ENTIRE AGREEMENT

This Confirmation, together with any written statements of work or other documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating thereto. Any amendment must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS

Each party represents that it has the full right, power and authority to enter into and perform this Confirmation, and that the individual signing on its behalf is authorized to do so.

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