User Feedback Responses

USER FEEDBACK RESPONSES AGREEMENT

This User Feedback Responses Agreement (the Agreement) is entered into between:

Provider Name:    Client Name:

RECITALS

WHEREAS, Provider operates software, services and user experience programs and seeks feedback to improve products and services; and

WHEREAS, Client has provided or will provide user feedback, suggestions and responses ("Feedback") and the parties desire to set forth the terms governing submission, use, confidentiality, ownership and compensation (if any) for such Feedback;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

FEEDBACK RESPONSES (FORM)

Use this section to record discrete feedback items. Provide supporting detail for evaluation and any recommended priority.

FEEDBACK RIGHTS, USE, AND CONFIDENTIALITY

Ownership of Feedback: Except as otherwise agreed in writing, Client hereby assigns and conveys to Provider all right, title and interest in and to the Feedback provided to Provider, including any suggestions, ideas, improvements or technical information submitted in connection with the Scope of Work. Client represents that it has the right to assign such Feedback and that no third-party rights are infringed.

Confidentiality: For the purposes of this Agreement, "Confidential Information" means non-public information disclosed in connection with the Feedback and Scope of Work, including but not limited to documents, prototypes, and user data. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except as permitted herein; and (c) use it only for purposes of performing this Agreement. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law.

Confidentiality Duration: Confidential obligations shall remain in force for years from the date of disclosure, or such longer period as required for trade secrets under applicable law.

Limited License Back to Client: Provider grants no license back to Client under any Provider intellectual property rights except as explicitly provided in writing.

By checking the box below, Client confirms that it consents to the assignment of rights in Feedback and acknowledges that Provider may use, modify, reproduce and incorporate the Feedback into Provider products and services without further compensation to Client except as set forth in Section "Payment Terms" below.
I acknowledge and assign all Feedback rights to Provider

PAYMENT TERMS

Compensation: If Provider agrees to compensate Client for specific Feedback, the amount and schedule are set forth below. Otherwise no compensation is owed for ordinary Feedback as assigned above.

Invoices are due within days of invoice date. Late sums shall accrue interest as specified above and may be collected with all costs of collection arising from default.

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Termination: Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice.

Effect of Termination: Upon termination, Provider may retain and continue to use any Feedback assigned prior to termination in accordance with this Agreement. Termination does not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality obligations.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE (12) MONTHS.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Dispute Resolution: The parties agree to attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation fails, the parties may pursue any remedy available at law or equity in the courts of the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements and understandings. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

GENERAL PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign this Agreement in connection with a merger, sale of substantially all assets or corporate reorganization.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the address of the party as provided in writing and shall be deemed given when received.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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