TESTER WORK QUALITY TESTER CONSENT
What this testing is about:
The purpose of this user testing is to understand how people use AI Foundation’s products and to improve the products. Your participation will help us make the product better.
Information we want to collect:
We will ask you to use the product. We will record the session, your comments and actions.
How we ensure your privacy:
People on the AI Foundation team may view the sessions from another location. Other people involved in the design of the product may watch the recording of your session in the future. These recordings will be treated as confidential and will not be shared outside our company.
We may publish research reports that include your comments and actions but your data will be anonymous. This means your name, email address and identity will not be linked in our research reports to anything you say or do.
Please sign this form showing that you consent to us collecting these data.
I give my consent:
- For people to observe me during the testing
- For the session to be recorded
- For people on the design team to watch the recording in the future
If you have any questions about this consent after your session, please contact us: [email protected]
I consent to the User Testing as described above.
NON-DISCLOSURE AGREEMENT – short version:
Thank you for participating in this testing process! Please keep everything you see confidential. You can tell your friends that you were the first to see it and help make it better, but until then, do not post photos, videos, or comments about it or discuss it with anyone, anywhere — keep it quiet! We are counting on you. Thank you and have fun finding the bugs and breaking the system as best as you can. This includes finding awkward or incorrect responses/questions in the conversations/interactions with the product.
NON-DISCLOSURE AGREEMENT – long version:
This Non-Disclosure Agreement (this “Agreement”) is made as of the date signed (“Effective Date”) between Artificial Intelligence Foundation, a Delaware corporation (“AI Foundation” or “Disclosing Party”), and the undersigned, (“Receiving Party”). AI Foundation and Receiving Party may be referred to individually as a “Party” and collectively as the “Parties.” In order to pursue the creation and management of a relationship between the Parties, both Parties recognize that there may be a need for disclosure of certain Confidential Information (as defined below). In order to protect such Confidential Information from unauthorized use and disclosure, each Party agrees as follows:
1. “Confidential Information” means any non-public information of Disclosing Party or any of its affiliates that is disclosed or otherwise made available by or on behalf of Disclosing Party to the Receiving Party, before or after the Effective Date and whether orally, visually, electronically, in writing or in any other form, including, without limitation, (i) the existence and terms of this Agreement, (ii) and information about the Disclosing Party’s technology, products, properties, employees, finances, businesses and operations, and (iii) trade secrets; proprietary and confidential information; ideas; media; techniques; reports; works of authorship; models; inventions; know-how; processes; physical and chemical characteristics of compounds and products; past and projected financial information; procurement requirements; employees (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees, consultants, or advisors); business and contractual relationships; past, present and projected business forecasts, budgets, reports, methods practices and models; sales and merchandising; and marketing plans, strategies and materials. Confidential Information includes all notes, analyses, compilations, interpretations or other documents prepared by or for the Receiving Party, to the extent they contain, reflect or are based upon the Disclosing Party’s Confidential Information. Without limiting the foregoing, Confidential Information also includes all other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party. “Representative” means a Disclosing Party, its controlled subsidiaries, and its and their respective officers, directors, employees, consultants and agents (including, without limitation, attorneys, accountants, investment bankers or other professional advisors). Neither Party shall disclose or otherwise make available any personally identifiable information or protected health information in connection with this Agreement.
2. Notwithstanding any other provision in this Agreement or any marking, designation or claims of confidentiality, the term “Confidential Information” does not include any of following, and the Receiving Party will not have any obligations under this Agreement with respect to any such listed items or a specific portion thereof: (i) information that was in the public domain at the time it was disclosed to the Receiving Party, or information that is or becomes generally available to the public, through no act or omission of the Receiving Party or its Representatives; (ii) information that was already known by the Receiving Party without any obligation of confidentiality; (iii) information that is lawfully disclosed by a third party to the Receiving Party without any obligation of confidentiality; or (iv) information that is independently created, developed, acquired or prepared by the Receiving Party or its Representatives without use of or reference to any Confidential Information of the Disclosing Party.
3. The Receiving Party shall: (i) maintain the Disclosing Party’s Confidential Information in strict confidence using the same degree of care that it uses with regard to its own information of like nature, but in no event less than a reasonable degree of care; (ii) not disclose or make available Confidential Information of the Disclosing Party except as authorized herein; and (iii) not to use any such Confidential Information other than for the Purpose. The Receiving Party may disclose the Disclosing Party’s Confidential Information only to its Representatives who have a need to know for, and solely to the extent necessary to pursue, the Purpose, provided that: (a) each Representative is bound by written obligations of confidentiality (including, without limitation, with respect to non-use and non-disclosure) at least as protective of the Disclosing Party’s Confidential Information as those contained in this Agreement; or (b) the Receiving Party informs each Representative of the confidential nature of the Confidential Information. The Receiving Party shall be responsible for any breach of or non-compliance with this Agreement by its Representatives.
4. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by any applicable law or regulation, provided that the Receiving Party, to the extent legally permissible, gives the Disclosing Party advance written notice of such required disclosure. The Disclosing Party may then either seek appropriate protective relief from all or part of such request or requirement or waive compliance with the provisions of this Agreement with respect to all or part of such request or requirement. The Receiving Party agrees to cooperate with the Disclosing Party in attempting to obtain, at the expense of the Disclosing Party, any protective relief that the Disclosing Party chooses to seek. In any event, the Receiving Party shall only disclose that portion of the Disclosing Party’s Confidential Information which, based on the reasonable advice of counsel, is legally required to be disclosed.
5. All Confidential Information remains the sole and exclusive property of the Disclosing Party. The Receiving Party acknowledges and agrees that nothing in this Agreement will be construed as granting any rights (including, without limitation, any patent, copyright or other intellectual property or proprietary right) to the Receiving Party, by license or otherwise, in or to any Confidential Information of the Disclosing Party, except as expressly set forth in this Agreement.
6. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”.
7. Each Receiving Party acknowledges that the unauthorized use or disclosure of the Disclosing Party’s Confidential Information would cause the Disclosing Party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, the Receiving Party agrees that the Disclosing Party will have the right to seek equitable relief, without having to post any bond or security of any kind, in connection with any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.
8. This Agreement will remain in effect for a period of two (2) years from the Effective Date. Receiving Party’s obligations of confidentiality (including, without limitation, with respect to non-use and non-disclosure) under this Agreement with respect to Disclosing Party’s Confidential Information shall survive for three (3) years after the expiration of this Agreement. Neither Party shall have any obligation to disclose any Confidential Information or to enter discussions relating to, or enter into or continue any arrangement or agreement relating to, the Purpose or any other matter, except as agreed to in writing by the Parties. Notwithstanding the foregoing, any Confidential Information constituting a trade secret under applicable law shall continue to remain subject to the obligations of this Agreement for as long as such information remains a trade secret.
9. Upon the Disclosing Party’s request, and in any event, upon the expiration of this Agreement, the Receiving Party will return, or at the Disclosing Party’s election destroy, all Confidential Information of the Disclosing Party and all copies thereof (including electronic copies), and, if requested by the Disclosing Party, shall certify in writing the completion of such return or destruction. Notwithstanding the foregoing, the Receiving Party may retain copies of the Disclosing Party’s Confidential Information solely to the extent (i) required by applicable law or regulation, or (ii) created by technical, automatic archiving or backup processes maintained in the ordinary course of business, provided that, in each case, Receiving Party’s obligations under this Agreement with respect to such Confidential Information shall survive indefinitely.
10. Each Party represents and warrants that: (i) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder without notice to or the consent of any other Party; (ii) this Agreement is valid, binding, and enforceable in accordance with its terms; and (iii) the execution, delivery, and performance of this Agreement does not conflict with any agreement or instrument to which it is a party, nor any law or regulation of any court, governmental body, or administrative or other agency having jurisdiction over the Party.
11. This Agreement will be governed and construed in accordance with the laws of the State of California without regard to its conflict of laws principles. Any dispute, claim, or controversy arising from or relating to this Agreement will be settled by binding arbitration conducted by JAMS in accordance with JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”). The arbitration will be heard by one arbitrator, to be selected in accordance with the Rules, in Orange County, California. Judgment upon any award rendered may be entered in any court having jurisdiction thereof. Within seven (7) calendar days after appointment the arbitrator will set the hearing date, which will be within ninety (90) calendar days after the filing date of the demand for arbitration unless a later date is required for good cause shown, and will order a mutual exchange of what he or she determines to be relevant documents and the dates thereafter for the taking of up to a maximum of five (5) depositions by each Party to last no more than two (2) days in aggregate for each Party. The arbitrator will have the power to award reasonable attorneys’ fees and costs to the prevailing Party. The arbitrator will make his or her award no later than seven (7) calendar days after the close of evidence or the submission of final briefs, whichever occurs later. The decision of the arbitrator will be final and conclusive upon all Parties. Notwithstanding anything to the contrary, if either Party desires to seek injunctive or other equitable relief that does not involve the payment of money, then those claims will be brought exclusively in a state or federal court located in San Francisco, California, and the Parties hereby irrevocably and unconditionally consent to exclusive personal jurisdiction of such courts and venue in San Francisco, California in any such action for injunctive or other equitable relief and waive and waive any other venue to which it might be entitled.
12. In the event any litigation, arbitration, or other proceedings (“Proceeding”) is initiated by any Party against any other Party to enforce, interpret or otherwise obtain judicial or quasi-judicial relief in connection with this Agreement, the prevailing Party in such Proceeding will be entitled to recover from the other Party all costs, expenses, actual attorneys’ and expert witness fees, relating to or arising out of: (i) such Proceeding (whether or not such Proceeding proceeds to judgment); and (ii) any post-judgment or post-award proceeding including without limitation one to enforce any judgment or award resulting from any such Proceeding. Any such judgment or award will contain a specific provision for the recovery of all such subsequently incurred costs, expenses, actual attorneys’ and expert witness fees.
13. This Agreement is the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the Parties regarding the subject matter of this Agreement. This Agreement may not be modified or amended unless in writing and signed by all Parties. Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one document. Each provision of this Agreement is valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is found to be unenforceable or invalid, that finding will not render the rest of the Agreement unenforceable or invalid. No waiver of any rights under this Agreement will be effective unless in writing and signed by a duly authorized representative of each Party hereto. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All notices or reports permitted or required under this Agreement will be in writing and will be delivered by personal delivery, electronic mail, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, five days after deposit in the mail, or upon valid transmission through electronic mail. Notices will be sent to the addresses set forth at the end of this Agreement or such other address as either Party may specify in writing.
14. Each Party acknowledges that it is aware and that it has advised or will advise its Representatives who have access to the Confidential Information, that the United States securities laws prohibit any person who has material, nonpublic information concerning a public company from purchasing or selling securities of such company.
IN WITNESS WHEREOF, the Receiving Party hereto has executed this Non-Disclosure Agreement.
Date: July 3, 2019