End-user Feedback Statement

END-USER FEEDBACK STATEMENT

Recitals

WHEREAS, Client Name: is an end-user of certain software, products, services, and interfaces (collectively, the Services);

WHEREAS, Provider Name: desires to collect, evaluate, and use feedback, suggestions, and other input provided by the Client in order to improve the Services; and

WHEREAS, the parties wish to set forth the terms under which Client will provide feedback and Provider may use that feedback.

Scope of Work

The Client agrees to provide feedback consisting of observations, feature requests, usability notes, performance reports, and other input related to the Services. Feedback may include documentation, screenshots, recordings, and written commentary. The scope of feedback to be provided is described below.

Payment Terms

In consideration for providing feedback, Provider will pay Client as set forth below. Payment constitutes full and final compensation for the feedback rights and uses granted in this Statement.

Payments due to Client shall be made within the time specified in the Payment Schedule. Overdue sums shall accrue interest or late fees as specified in the Late Fee field and may be recovered by Client together with reasonable collection costs and attorneys' fees.

Term and Termination

This Statement commences on Start Date: and expires on End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Statement for material breach by the other party if the breaching party fails to cure the breach within Notice Period: days after receipt of written notice specifying the nature of the breach. Provider may terminate immediately for breaches that materially endanger security, privacy, or safety.

Confidentiality

For purposes of this Statement, "Confidential Information" means non-public business, technical, product, marketing, customer, pricing, and financial information disclosed by either party to the other, whether disclosed orally, visually, or in writing, and marked or reasonably understood to be confidential.

Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information only to perform its obligations or exercise its rights under this Statement; and (c) not disclose Confidential Information to any third party except to employees, agents, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations in this section do not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without reference to the disclosing party's Confidential Information. Upon termination of this Statement, receiving party shall, at disclosing party's request, return or destroy Confidential Information, except to the extent retention is required by law.

Client hereby grants Provider a perpetual, worldwide, royalty-free, irrevocable, sublicensable license to use, reproduce, modify, distribute, and display the feedback and any derivative works for any purpose, including product development, marketing, and internal analytics, subject to the confidentiality obligations above.

Governing Law

This Statement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Exclusive venue for any dispute arising under this Statement shall be the state or federal courts located in that state.

Entire Agreement

This Statement, together with any schedules or attachments executed by the parties, 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. No amendment or modification of this Statement shall be effective unless in writing and signed by both parties.

Representations and Warranties; Miscellaneous

Each party represents that it has the full power and authority to enter into this Statement and to perform its obligations hereunder. Client represents that the feedback provided does not infringe the rights of any third party. The provisions that by their nature should survive termination shall survive, including but not limited to confidentiality, license grants, indemnities, and governing law.

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