Pulse Labs Panelist Agreement

AGREEMENT SUMMARY (READ CAREFULLY)

1.0 Status and Scope

Panelists are explicitly recognized as independent contractors, not employees, partners, or agents of Pulse Labs or Clients. Panelists will participate in Projects assigned via the Platform in accordance with the terms and conditions that govern access to and use of the Platform. For those Panelists registered via a Bring Your Own Participant (“BYOP”) method, participation is initially limited solely to the scope of the original Project in connection with which the Panelist was invited to participate. Full access to the general Pulse Labs Panel, including all new opportunities to participate in Projects, requires an active election to opt-in via the Panelist's account dashboard.

1.1. Platform

Pulse Labs has developed a platform (the “Platform”) that enables Clients to obtain Results (as defined in Section 2.2 below) in connection with Projects (as defined in the Preamble above). The Platform, which includes, among other things, Pulse Labs' Audio and Video Recorder, Pulse Labs' metering application for automated screen capture studies, Pulse Labs' Pulse AIQ tool, certain self-service tools (such as Interviews, App Integrations, Evaluations, Surveys, and Observations), browser extension tools, Pulse Labs’ website, and other elements, products, services, tools, features, and functions offered by Pulse Labs as part of the Platform from time-to-time, matches Panelists to Clients who want a feature, function, application, product, service, tool, design, idea, content, model, strategy, or other element (each, an “Element”) analyzed by Panelists; want access to and use of benchmark reporting on one or more Elements; or want to conduct metering studies involving automated screen capture of user interactions with specific Elements. Together, the Platform, Elements, and all related components, materials, and information are referred to as “Proprietary Information.”

1.2 Geographic Eligibility and Location Verification

You represent and warrant that you are a legal resident of one of the countries or jurisdictions explicitly authorized by Pulse Labs for panelist participation, as specified in the Panelist Geographic Eligibility List maintained on the Platform or in this Agreement. To the extent there is any conflict between the Panelist Geographic Eligibility List in this Agreement and that maintained on the Platform, the Panelist Geographic Eligibility List maintained on the Platform will prevail. To maintain Platform integrity, comply with legal and tax regulations, and ensure eligibility for specific research projects, Pulse Labs reserves the right to verify your declared geographic location and residency using methods that include, but are not limited to: IP address analysis, VPN/proxy detection (as described in Section 3.8(B) below), and enhanced identity verification (as described in Section 3.8(D) below). Before registering to become a Panelist, confirm your geographic eligibility to participate as a Panelist using the Panelist Geographic Eligibility List maintained on the Platform.

Participation from countries or jurisdictions not on the Panelist Geographic Eligibility List, or the use of tools (such as VPNs, proxies, or anonymization services) to misrepresent your true location constitutes a material breach of this Agreement and may result in immediate account termination and withholding of payments. Pulse Labs reserves the right to modify the countries and jurisdictions listed in the Panelist Geographic Eligibility List, here and on the Platform, at any time, at its sole discretion, with or without prior notice.

Panelist Geographic Eligibility List:

• All European Union (EU) Member States
• Australia (AU)
• Brazil (BR)
• Canada (CA)
• Egypt (EG)
• India (IN)
• Indonesia (ID)
• Japan (JP)
• Mexico (MX)
• New Zealand (NZ)
• Philippines (PH)
• Singapore (SG)
• South Korea (KR)
• Thailand (TH)
• United Kingdom (UK)
• United States (US)
• Vietnam (VN)
  

2.0 OWNERSHIP AND PROPRIETARY RIGHTS

2.1 Proprietary Information

You acknowledge that in participating in Projects or otherwise performing your duties under this Agreement, you will be granted access to or may obtain, learn, or develop Proprietary Information, which may include, but is not limited to, the Platform, Elements, the existence of Elements, one or more Projects, text, software, scripts, code, designs, ideas, content, graphics, photos, sounds, music, videos, applications, interactive features, software, technology, know-how, algorithms, processes, testing procedures, structure, interfaces, specifications, documentation, inventions (whether patentable or not), patents, copyrights, trademarks, trade dress, service marks, and other intellectual property, as well as technical, business, product, marketing, and financial information, products, and data. You acknowledge and agree that Proprietary Information may be protected by applicable intellectual property and other laws.

2.2 Ownership of Proprietary Information

Notwithstanding any terms to the contrary (including, without limitation, our online Terms of Use), as between Pulse Labs and you, Pulse Labs shall solely own all right, title, and interest in and to all Proprietary Information, including, without limitation, all results of Projects in which you and other Panelists participate, including all video recordings, audio recordings, data recordings and other collections of data, conclusions, suggestions, feedback, comments, and any related reports resulting from or otherwise made in connection with your and other Panelists participation in Projects (each, a “Result”). You hereby assign to Pulse Labs, for no additional consideration, any invention, work of authorship, mask work, idea, process, or know-how (whether patentable or not) that is conceived, learned, or reduced to practice in the course of performance under this Agreement and sole ownership of any related patent rights, copyrights (including moral rights, provided that non-assignable moral rights are waived), trade secret rights, mask work rights, and other rights. You acknowledge and agree that any and all of the foregoing that comprise works of authorship are prepared as “works made for hire,” as that term is defined in the U.S. Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any such works do not qualify as a “work made for hire,” you hereby assign such works to Pulse Labs, for no additional consideration. You agree to take any action reasonably requested by Pulse Labs, at Pulse Labs’ expense, to evidence, perfect, obtain, maintain, enforce, or defend such rights, and you represent and warrant to Pulse Labs that you own and/or control all lawful and proprietary rights necessary to enable you to fulfill your obligations pursuant to this Section 2.2. Except as expressly provided in this Agreement, nothing provided in connection with Projects in which you participate shall be construed as conferring any license under any of Pulse Labs, its Clients’, or any other party’s intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting each party’s rights and obligations under this Section 2.2, the parties acknowledge and agree that certain Results may comprise “personal data” under data privacy laws. To the extent that any personal data subject to the data privacy laws referenced in Exhibit A comprise any Results, Pulse Labs shall process such Results, or the specific elements thereof that consist of personal data, in accordance with the terms in Exhibit A.

2.3 Use of and Limited License to Proprietary Information

Subject to the provisions of this Agreement, Pulse Labs grants to you a personal, nonsublicensable, nonexclusive license to use Proprietary Information solely to participate in Projects on behalf of Pulse Labs and its Clients, and in accordance with any documentation or instructions supplied by Pulse Labs. Any underlying software, information, or Elements obtained by you in connection with Projects are deemed to be a part of Proprietary Information and are subject to all the disclaimers, limitations, and restrictions in this Agreement relating to Proprietary Information. You agree to use Proprietary Information only in the ordinary course of testing, and you will not reproduce or modify the Proprietary Information or any underlying ideas, technology, related software, or portion thereof. You agree that you will not rent, sell, lease, or otherwise transfer or allow access to Proprietary Information or any part thereof or use such Proprietary Information for the benefit of a third party. You agree that you will not reverse engineer, disassemble, decompile, translate, adapt, or disassemble any software related to Proprietary Information, or otherwise attempt to discover any such software source code or underlying Proprietary Information. You agree that you will not remove or export any Proprietary Information or any portion or direct product thereof from the United States or the country in which you have agreed to participate in Projects, if not the United States.

3.0 PANELIST OBLIGATIONS

3.1 Compensation

Fees are paid per Project, after the Project is completed and the Results are validated, and either paid through Pulse Labs' Designated Payment System (which is operated by Pulse Labs) or directly by the Client or Agency who introduced you to the Project via the BYOP method. Panelists acknowledge that compensation varies by Project and is communicated prior to participation and that Pulse Labs only processes and facilitates payment distribution when the Client or Agency, as applicable, elects the Platform Facilitation Option under the Platform Terms of Service. For purposes of this Agreement, an “Agency” is a Pulse Labs business partner who is authorized to access and use the Platform for the benefit of Clients.

3.2 AI Training

As a Panelist, you agree to the use of anonymized, aggregated, and de-identified data for AI training and model improvement with opt-out options provided, where applicable and where technically feasible, in accordance with Section 6.7 of the Platform Terms of Service.

3.3 Data Withdrawal Limitation

Panelists acknowledge the risk that once their data is integrated into Results and/or one or more Pulse Labs or Client products, services, tools, or models, neither Pulse Labs nor the Platform will have any ability to fulfill a request to delete, correct, or modify that integrated data. However, Pulse Labs will make commercially reasonable efforts to honor data rights requests where technically feasible.

3.4 Panelist Information

Panelist Information is used by Pulse Labs and Client to complete the Projects in which you and others participate as Panelists, including generating Results for Clients.

Panelist Information includes profile data (e.g., name, age, gender, geographic location, income, education, employment status, interests, consumer habits, and other demographic data), account credentials (e.g., username, hashed password, contact email address), device information, metering study data, which comprises screen recordings, interaction data captured during automated screen capture sessions, app usage patterns, navigation flows, and engagement metrics collected when you participate in metering studies involving specific applications or content (primarily sponsored advertisements). Panelist Information also may include (1) incidental capture of personal information visible on your screen at the time of capture; (2) metering configuration data, which may include information about app-specific shortcuts, automations, trigger configurations, device permissions, and technical setup details related to the metering application; (3) fraud prevention signals, which may comprise device fingerprints, browser characteristics, IP address analysis, VPN/proxy detection signals, email validation results, and risk scores generated by our fraud prevention vendors (e.g., Fingerprint.com, ProxyCheck.io, Fraudo.io, and/or others) to detect multi-accounting, location spoofing, automated signups, and other fraudulent activity; (4) in certain cases, payment information (e.g., payment vendor account ID, payment history, amount due, tax information for IRS reporting, payment method details); (5) in certain cases, usage data (e.g., date and time of login/logout, time spent on the Platform, interaction patterns); and (6) in certain cases, identity verification data, which may include phone numbers for SMS verification and, in cases where enhanced identity verification is required based on fraud risk signals or project requirements, government-issued identification documents and biometric data (including facial images captured via selfie video) processed through our identity verification partners, such as AWS and/or others. You will be asked to provide explicit consent before any payment information is collected or any biometric data is collected, and you may decline such verification (though this may limit your ability to participate in certain Projects).

From time to time during your access to and use of the Platform as a Panelist or otherwise in connection with your participation in a Project, you may be presented by Pulse Labs with the option to connect one or more of your accounts maintained with and by a third-party service provider, such as Google, Amazon, and/or others. When you opt to connect one or more of your third-party accounts to the Platform, you understand that Pulse Labs and its Clients can access, capture, and use the activity logs maintained by those third-party account providers for the purposes related to Projects described in this Agreement, including metering. For the sake of clarity, by connecting an account, you acknowledge and agree that Pulse Labs and its Clients will have access to, and be able to capture and use, activity logs generated prior to, and after, you opt to connect your account.

All of the information described in this Section 3.4, collectively, is referred to in this Agreement as "Panelist Information"). This includes metering study data and metering configuration data and activity logs maintained by the providers of your third-party accounts, all as described above.

Panelist Information also may be used for AI-related advancement, including, but not limited to, modeling synthetic audio, video, chat, etc. For more information about use of content, feedback, information and data created, captured, and shared as part of Projects as AI Training Materials, refer to Section 6.7 of the Platform Terms of Service. Any Personal Data comprised by Panelist Information will be deidentified, anonymized, or aggregated prior to being used as AI Training Materials.

3.5 Panelist Information Privacy

Data protection laws often use terms like “controllers” and “processors” to make clear the responsibilities between the different parties handling personal information. A controller decides why and how personal information is handled. A processor only handles personal information on behalf of a controller, following the controller’s instructions. Depending on the situation, Pulse Labs can be either a controller or a processor of your Personal Data as that term is defined in the Platform Terms of Service. 

To the extent Panelist Information includes Personal Data that is submitted to the Platform for purposes of conducting a Client Project (such as surveys, video recordings and screen captures), the Client is the data controller, and Pulse Labs processes Personal

Data on the Client’s behalf according to the terms of the Data Processing Agreement attached to the Platform Terms of Service,.  If you have questions about how a Client uses this Client Personal Data, or if you want to exercise your data protection rights, please contact that Client directly. 

To the extent Panelist Information includes Personal Data we request   from you and you supply to us in response to our request, we are the controller of such Personal Data, and our handling of such Personal Data is governed by our Privacy Policy.

3.6 Panelist Requirements

As a Panelist, you agree to undertake the following: Active participation and completion of assigned tasks; provision of genuine feedback and honest opinions; provision of accurate demographic and profile information; and compliance with all instructions, confidentiality agreements, and data collection procedures. For certain Projects, such as metering, you also agree to undertake the following: installation of the Pulse Labs metering application and, for iOS devices, configuration of the required app-specific shortcuts and automations. The metering application requires granting specific device permissions, including screen recording, background app operation, shortcuts/automation access (iOS), network access, and storage access.

3.7 Recordings and Device Access

Certain Projects may require audio and video recording of your device screen, face, and voice conducted through Pulse Labs' applications or third-party tools during your participation in Projects as a Panelist. You understand that these recordings capture your interactions with Elements under study. In particular, you agree that in these Projects Pulse Labs may collect video or photographic recordings of your face and surroundings and audio recordings of your voice. You acknowledge that such recordings may include, but are not necessarily limited to: recordings of your facial expressions through the use of a webcam or camera; recordings of your voice to capture oral feedback; recordings of your answers to a series of questions on various topics, such as design, content, user-friendliness, as well as offer ratings and suggestions on these areas; recordings of your written commentary and suggestions; recordings of the entire Project session, including video or photographic recordings of your surroundings, which are to be provided to Clients; and recordings of any other sights or sounds that arise during your participation in Projects as a Panelist and captured by your device camera or microphone.

In the event that any third-party materials (including, without limitation, another person’s likeness, actions, or voice) are recorded during your participation in a Project, you hereby represent and warrant to Pulse Labs that you will obtain, or have obtained, prior to the making of the recording, any and all necessary consents, including the consent of any and all applicable third parties, to share the recording with Pulse Labs, its Clients, and Agents (as defined in the Platform Terms of Service). You agree that Pulse Labs may share any such recordings and their content with the Client who is sponsoring the applicable Project, in accordance with the terms of this Agreement, and that the applicable Client may use such recordings and any and all Results for their business use.

If you opt to participate in certain Projects, such as metering, you also agree that Pulse Labs may automatically capture screen recordings of your device when you interact with specific target applications or content. The metering application runs in the background and is configured to detect and save specific target interactions, such as sponsored advertisements, search queries, large language model prompts, etc. When a target interaction is detected, the application saves a clip of that interaction and automatically uploads it to Pulse Labs' secure servers.

You acknowledge and understand that while the metering application is designed to capture only designated content (such as sponsored advertisements), any information visible on your screen at the time of capture may be recorded. This could include personal messages, notifications, content from other applications, personal photos or videos, email or browser content, contact information, financial information, or any other personal data visible on your screen.

You represent and warrant that you will be mindful of what is displayed on your screen during metering and that you have obtained all necessary consents for any third-party content, images, or information that may be incidentally captured. You acknowledge that Pulse Labs implements automated and manual processes to detect and remove personally identifiable information from screen recordings before sharing with Clients, but that Pulse Labs cannot guarantee that all incidental personal information will be identified and removed.

As noted in Section 6.9 of the Pulse Labs Platform Terms of Service, the Platform may include one or more Browser Extension Tools that observe, capture, and record your interactions with the applications targeted during Client-commissioned Projects and also facilitate submission of those interactions in furtherance of such Projects. For more information, refer to Section 6.9 of the Pulse Labs Platform Terms of Service.

For the avoidance of doubt, recordings collected pursuant to this Section 3.7 are Panelist Information, as that term is defined in Section 3.4 above.

3.8 Fraud Prevention and Identity Verification

To maintain the integrity and security of our participant panel and protect both participants and Clients, Pulse Labs implements fraud prevention and identity verification measures. Such fraud prevention and identity verification measures may be updated and improved from time to time at Pulse Labs’ sole discretion and include, but are not limited to, the following:

(A) Device Fingerprinting: We collect and analyze technical characteristics of your browser, device, and network connection (collectively, "device fingerprint") through our fraud prevention partner Fingerprint.com. This includes, but is not limited to: browser type and version, screen resolution, installed fonts, timezone, language settings, device type, operating system, and network characteristics.

We use device fingerprints to detect and prevent:

• Multiple accounts created by the same person
• Automated bot signups and fraudulent activity
• Device spoofing or emulation attempts
• Suspicious patterns of account creation

(B) IP Address and Network Analysis: We verify your IP address and network information through our fraud prevention partner ProxyCheck.io to detect:

• Use of VPNs, proxies, or TOR to mask true location
• Location spoofing or misrepresentation
• IP addresses associated with known fraud or abuse
• Suspicious patterns of access from anonymization services

(C) Email Validation: We validate email addresses through our fraud prevention partner Fraudo.io to detect and prevent:

• Disposable or temporary email addresses
• Email addresses associated with known fraud patterns
• Invalid or suspicious email domains
• High-risk email characteristics

(D) Identity Verification: Based on fraud risk signals from the above systems or specific Project requirements, we may require additional identity verification through our identity verification partners, such as AWS, Persona, and/or others.

(i) SMS Verification: We may require you to verify your phone number via SMS to confirm account ownership and prevent multiple fraudulent accounts.

(ii) Enhanced Identity Verification: We also may require, at our discretion, enhanced identity verification, such as government-issued identification document scanning (driver's license, passport, or national ID); biometric verification via selfie video or photo to match against your identification document; and liveness detection to ensure the selfie video or photo is taken in real-time and not from an existing video or photo.

IMPORTANT: Before collecting any government ID or biometric data (selfie video or photo), you may be presented with a separate consent flow through a third-party’s verification interface (such as, AWS’s biometric verification interface, Persona’s government ID verification interface, and/or that of others) that explains what specific data will be collected; discloses why enhanced verification is required; requests your explicit consent to process this sensitive data; and allows you to decline (though declining may limit participation in certain Projects).

Your consent to enhanced identity verification is optional and separate from this Agreement. You may decline enhanced verification; however, this may affect your eligibility for certain Projects that require verified identity or have heightened security requirements.

(E) Validation of Panelist Feedback Using Artificial Intelligence and Large Language Models: Pulse Labs may use artificial intelligence and large language models to validate that the feedback and suggestions that are submitted by you and other Panelists is authentic, of high quality, and reflects the amount of effort required to ensure the success of the applicable Project. 

(F) Automated Fraud Decisions: Based on signals from the fraud prevention systems described above, Pulse Labs may automatically flag your account for manual review; require additional verification steps (CAPTCHA, SMS, or enhanced ID verification); temporarily restrict your account pending verification; deny participation in specific Projects; and/or terminate your account for serious or repeated fraud violations.

If your account is restricted or terminated based on automated fraud detection, you have the right to request human review of the decision; contest the decision by contacting support@pulselabs.ai; receive an explanation of the fraud signals that triggered the decision; and provide additional information or documentation to support your appeal.

(G) Data Processing and Retention: Device fingerprints are typically retained for 12 months after account closure. IP address logs are typically retained for 12 months after account closure. Email validation results are retained permanently (as boolean flags only). SMS verification status is retained permanently (as boolean only; phone number may be hashed). Government ID images and selfie biometric data processed by third-party verification interfaces (such as Persona’s verification interface) are retained according to such third parties' retention policy (typically 30-90 days unless longer retention is required by law or for fraud investigation). Fraud risk scores and flags are retained permanently for security audit trail.

(H) Third-Party Processing: You acknowledge that fraud prevention and identity verification data will be processed by one or more third parties, such as Fingerprint.com, ProxyCheck.io, Fraudo.io, Persona, AWS, and/or others. These vendors act as data processors on behalf of Pulse Labs and are contractually required to protect your data in accordance with applicable privacy laws, including the European Union’s General Data Protection Regulations (or GDPR) and the California Consumer Privacy Act (or CCPA). Your data may be processed in the United States and other jurisdictions where these vendors operate.

(I) Legal Basis: We process fraud prevention and identity verification data based on the following: Legitimate Interest (e.g., detection and prevention of fraud, protection of platform integrity, and security of our operations (GDPR Article 6(1)(f)); Contractual Necessity (e.g., verification of your eligibility and identity as required to perform our obligations under this Agreement (GDPR Article 6(1)(b)); Explicit Consent (e.g., for biometric data processing (government ID and selfie verification), we obtain your explicit, separate consent as required by GDPR Article 9(2)(a) and applicable biometric privacy laws).

(J) Your Rights: With respect to fraud prevention and identity verification data, you have the right to access your fraud prevention data; the right to request correction of inaccurate data; the right to object to fraud prevention processing (subject to our legitimate interest assessment); the right to withdraw consent for biometric processing (for ID and selfie data); the right to request deletion, subject to legal retention requirements for fraud prevention and audit purposes; the right to contest automated fraud decisions. To exercise these rights, contact terms@pulselabs.ai or support@pulselabs.ai.

You represent and warrant that you will not attempt to circumvent, disable, or interfere with fraud prevention measures; you will not create multiple accounts or use fraudulent information; you will not use VPNs, proxies, or other tools to misrepresent your location for fraudulent purposes; if required to provide government ID or biometric verification, you will provide authentic, unaltered documents and images; and you will not share your account credentials or allow others to use your account.

Violation of these fraud prevention provisions is a material breach of this Agreement and may result in immediate account termination, withholding of payments, and potential legal action.

3.9 Community Forum Participation

If you choose to participate in Pulse Labs' optional community forum ("Forum"), you acknowledge and agree that:

(a) All confidentiality obligations in this Agreement apply fully to any Forum communications, posts, or discussions;

(b) You will not share any Proprietary Information, Results, or specific details about Projects or Elements in the Forum;

(c) Forum participation and behavior may be monitored and considered in evaluating your continued eligibility as a Panelist;

(d) Violations of Forum policies or inappropriate behavior in the Forum may result in termination of this Agreement and removal from all testing opportunities;

(e) The Forum may be operated through a third-party platform (e.g., CircleCo, Inc.) and your Forum data may be processed and stored separately from other Pulse Labs data.

3.10 Purchase or Sale of Client Securities

You agree not to purchase or sell stock in any Client who is sponsoring, or has sponsored, and Project in which you participate, or have participated, as a Panelist. You may be privy to material, non-public information that would make it illegal for you to purchase or sell stock in such Clients.

4.0 OBLIGATIONS AND CONFIDENTIALITY

4.1 Data Quality

As a Panelist, you must provide accurate, high-quality data and genuine responses. Pulse Labs may remove participants for breach, fraudulent activity, poor data quality, or failure to meet study requirements, as determined by Pulse Labs in its sole discretion.

4.2 Right to Deny Payment

Pulse Labs reserves the right to deny or adjust payment, or terminate participation, if you fail to complete one or more Projects in which you have opted to participate as a Panelist, including any and all tasks related to the Project, as instructed; provide incomplete, non-responsive, or fraudulent data; are discovered to have misrepresented your profile or demographic information; fail a quality check or attention validation check during the study; are deemed to have breached confidentiality; or violate any term of this Agreement or the Platform Terms of Service. Pulse Labs also reserves the right to deny or adjust payment, or terminate participation, in the event of excessive or systematic opt-outs from screen captures during metering studies that prevent collection of sufficient data to meet research objectives; a failure to properly install, configure, or maintain the metering application or required shortcuts/automations as directed; screen recordings that fail to capture required target interactions due to improper setup or user interference with the metering system; or metering data quality issues including excessive background noise, blocked camera/screen, poor video quality, or technical problems caused by your device configuration.

4.3 Confidentiality

As a Panelist, you must maintain the confidentiality of all information disclosed to you in connection with Projects, including, but not limited to, Client identity and research objectives; Proprietary Information; proprietary methodologies or unreleased products/services; and other participants' information.

4.4 Security and Passwords

You understand that Pulse Labs takes steps to ensure that Personal Data (as defined in our Privacy Policy) that is comprised by your Panelist Information is treated securely, but no Internet transmission or method of electronic storage is 100% secure or error free. You acknowledge and agree that Pulse Labs cannot guarantee the security of any data, content, recordings, or other information provided by you and that you provide such data, content, recordings, and other information at your own risk. You are responsible for maintaining the confidentiality of any usernames, passwords, or other credentials associated with any account, or accounts, that you use in connection with your participation in Projects and for monitoring all activity associated with your Pulse Labs account and any other accounts you maintain. You may not disclose or share your username, password, or other credentials associated with your Pulse Labs account with any third parties or use them for any unauthorized purpose. You will be responsible for all activities, acts, or omissions that occur through your Pulse Labs account, and you agree to assume full responsibility for any such activities, acts, or omissions. If you become aware of any unauthorized use of the username, password, or other credentials associated with your Pulse Labs account, or the account, itself, you agree to notify Pulse Labs immediately at the email address provided at the end of this Agreement.

5.0 OTHER TERMS AND CONDITIONS

5.1 International Panelists

Pulse Labs controls and operates Projects from our offices within the United States of America. We do not make any representation that any Proprietary Information related to Projects or other content from Pulse Labs or Clients are appropriate or available for use in other locations, and access to them from territories where such content or use of such Proprietary Information or participation in Projects is illegal is prohibited. If you enroll as a Panelist from locations outside of the United States, you do so on your own initiative and at your own risk and are responsible for compliance with applicable local laws.

5.2 Assignment of Certain Rights and General Release

As provided in Section 2.2 above, you agree to assign and hereby assign any and all rights in and to Results for no additional consideration. Further, you acknowledge and agree that Pulse Labs and Clients may exercise their respective rights to Results and your Panelist Information, as granted under this Agreement, without liability or any other consideration to you. In exchange for good and valuable consideration in the form of payments made by Pulse Labs to you as provided in Section 4.1 of this Agreement, in addition to other good and valid consideration, the receipt and sufficiency of which you hereby acknowledge, you grant to Pulse Labs, its subsidiaries and affiliates, its Clients, and each of their respective legal representatives, agents, directors, officers, and employees and all third party beneficiaries to this Agreement (specifically including, but not limited to, Clients who sponsor Projects in which you participate as a Panelist), and each of their respective heirs, successors and assigns (collectively, the “Released Parties”), the unrestricted permission to copyright, exhibit, distribute, publicly perform and display, broadcast, publish, and otherwise use and exploit pictures, videos, or digital audio recordings of you and surrounding sights and sounds obtained in connection with Projects and all digital information pertaining to such, in still, single, multiple, moving, or video format, or in which you may be included in whole or in part, or composite, or distorted in form, or in reproductions thereof, in color or otherwise, in any and all media, whether now existing or hereafter invented for advertising, marketing, promotion, or any other lawful purpose. You waive any rights, claims, or interest you may have to control the use of your persona, image, likeness, and sound obtained in connection with the Projects in which you participate, in whatever media used for the above-referenced purposes and irrevocably release, discharge, and hold harmless the Released Parties from any and all claims, demands, suits, causes of action, damages, costs, losses, expenses, and proceedings of any kind whatsoever, whether existing now or arising in the future, anywhere in the universe, that relate in any way whatsoever to the activities contemplated in this Section 5.2 and/or the Released Parties’ exercise of the rights granted herein.

5.3 Other Rights

All rights not expressly granted by Pulse Labs in this Agreement are reserved.

5.4 Participating at Your Own Risk and General Release

Your participation in Projects as a Panelist is entirely voluntary, and you do so strictly at your own risk. The Released Parties (as defined in Section 5.2 above) are not liable for any damages, costs, losses, or expenses suffered or incurred by you or any third parties who claim to have suffered or incurred damages, costs, losses, or expenses as a result of your acts or omissions, even if such damages, costs, losses, or expenses, in either of the cases described above, arise from or are related to your participation in Projects, including, without limitation, any damages, costs, losses, or expenses associated with or arising from personal injury or death and regardless of the theory of liability. Further, you hereby waive any rights, claims, or interest you may have arising from any of the activities or circumstances contemplated in this Section 5.4 and hold harmless the Released Parties from any and all claims, demands, suits, causes of action, damages, costs, losses, expenses, and proceedings of any kind whatsoever, whether existing now or arising in the future, anywhere in the universe, that relate in any way whatsoever to the activities and circumstances contemplated in this Section 5.4.

In particular, you hereby acknowledge the risks associated with participating in Projects that involve in-vehicle experiences or other “on-the-go” experiences. You hereby agree that your participation in such testing is entirely voluntary; represent that you will participate in such testing only when it is safe to do so; represent that, in participating in such testing, you will comply with all applicable laws (including, without limitation, all traffic safety laws), manufacturer’s instructions, and vehicle safety recommendations; and agree that the Released Parties will not be liable for any of the damages, costs, losses, or expenses that might result from acts or omissions of you or others during your participation in such testing, especially if you choose to do so under conditions that are unsafe for you or others, including, without limitation, passengers, other drivers, bicyclists, pedestrians, or others using public spaces, rights of way, sidewalks, bike lanes, streets, roads, highways, and interstates or otherwise do so in violation of applicable laws (including, without limitation, traffic safety laws), manufacturer’s instructions, or vehicle safety recommendations. Specifically, by agreeing to participate in any in-vehicle testing, you represent, warrant, and agree to the following: (1) you have all necessary and appropriate licenses, approvals, and authority to operate a motor vehicle and are authorized and medically fit to do so; (2) you own, or have the legal right to operate, any motor vehicle that you operate when participating in one or more Projects; (3) such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and regulatory requirements for a vehicle of its kind; and (4) any and all applicable safety recalls on such vehicle have been remedied per manufacturer instructions. Without limiting the foregoing or any of your representations, warranties, or obligations in this Section 5.4, you agree that you will not engage in reckless behavior, drive unsafely, drive while under the influence of alcohol or other behavior altering substances, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle, or otherwise take any action while driving that harms or risks harm to others. If anyone accompanies you in the vehicle while you are participating in a Project, you hereby expressly acknowledge your representations, warranties, and obligations in Section 3.7 above.

If, in connection with your participation in Projects involving in-vehicle experiences, you are provided with Loaned Equipment (as defined in Section 5.6 below), you will not set up any such Loaned Equipment while the vehicle is moving, you will mount Loaned Equipment in the vehicle in a manner that ensures that you can operate the vehicle safely (including, at a minimum, complying with any and all traffic safety laws, including those intended to prevent distracted driving), and you will not respond to any feedback that you may receive upon completing all or a portion of any Projects until the vehicle is no longer moving. Further, you represent and warrant that, during any period in which you are agreeing, or have agreed, to participate in in-vehicle testing, you have, and will maintain in good standing, a valid policy of automobile liability insurance, in coverage amounts consistent with all applicable legal requirements, that covers you, your passengers, your vehicle, and other persons, vehicles, and property.

Further, you acknowledge and agree that participation in certain Projects, such as metering, involves inherent privacy risks, including the possibility that personal information visible on your screen will be captured by the automated screen recording system. While Pulse Labs implements security measures and personally identifiable information detection processes, you acknowledge that we cannot guarantee that all personal information will be identified and removed from captured screen recordings. You represent that you understand these risks and voluntarily assume them by participating in metering studies. You agree that it is your responsibility to be mindful of what is displayed on your screen during metering study periods and to opt out of captures when you do not wish specific screen content to be recorded. You acknowledge that captured screen recording data may be viewed by Pulse Labs staff and, in some cases, shared with Clients, Agents (as that term is defined in the Platform Terms of Service), and one or more of Pulse Labs’ vendors, in each case, for quality verification purposes, and that such data may be used by Pulse Labs and its Clients for research, analysis, and AI training purposes as described in this Agreement.

Without limiting any of the foregoing, including, without limitation, the general releases set forth in Section 5.2 above and this Section 5.4, to the extent applicable to the subject matter of this Agreement, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist  in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

5.5 No Endorsement

No endorsement of or participation by any third party should be inferred due to any reference to that third party or inclusion of data relating to that third party in connection with Projects.

5.6 Warranty Disclaimer

The parties acknowledge and agree that Projects and Elements are experimental in nature and that any and all Proprietary Information, including the Platform and Elements, is provided “as is” and may not be functional on any machine or in any environment. None of the Released Parties make any representation or warranty concerning any kits, systems, devices, or other equipment supplied to you in connection with one or more Projects (“Loaned Equipment”). To the maximum extent permitted by applicable law, the Released Parties disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

5.7 Limitation of Liability

To the maximum extent permitted by applicable law, in no event will the Released Parties be liable to you or any third party for loss or inaccuracy of data or for any indirect, special, incidental, consequential, exemplary, or punitive damages. To the maximum extent permitted by applicable law, in no event will the Released Parties’ aggregate liability to you under this Agreement exceed the lesser of one thousand dollars (USD $1000) or the amount paid or payable to you for participating in any Projects. You further agree that the limitations of liability above will survive any termination or expiration of this Agreement and will apply even if any limited remedy specified herein is found to have failed of its essential purpose.

5.8 Indemnification

You agree to defend, indemnify, and hold harmless the Released Parties, their suppliers and licensors, and each of their respective legal representatives, officers, directors, employees, agents, heirs, successors, and assigns from and against any third-party claim, demand, liability, loss, damage, cost or expense (including without limitation reasonable legal and accounting fees) arising out of or related to: (A) your participation in one or more Projects; (B) your use of any Proprietary Information or Loaned Equipment provided or obtained in connection with one or more Projects; (C) your failure to comply with this Agreement, including, without limitation, your disclosure of any Proprietary Information that is provided to you; (D) your infringement, violation, or misappropriation of any third party rights; (E) your sharing of any personally identifiable information or other sensitive data, content, or information for which you do not have sufficient rights, permissions, approvals, and authority; or (F) your negligence, gross negligence, intentional misconduct, or violation of any applicable laws or regulations. The Released Parties shall promptly provide notice to you of any such claim, demand, liability, loss, damage, cost or expense.

5.9 Termination

Pulse Labs reserves the right to immediately terminate this Agreement, your account, and/or access to any Proprietary Information, under certain circumstances and without prior notice. Upon termination, the rights and licenses granted to you by this Agreement shall terminate and you must immediately return anything you have obtained in connection with Projects, together with any and all documents, notes, and other materials related to Projects, including, without limitation, all Proprietary Information and all copies and extracts thereof and all Loaned Equipment. All other terms of this Agreement will otherwise remain in effect.

Cause for such termination includes but is not limited to: real or suspected breaches or violations of this Agreement, other incorporated agreements, Project instructions, and/or additional terms; requests by law enforcement or other government agencies; a request by you (self-initiated account deletion); discontinuance or material modification to the Pulse Labs services or any portion thereof; unexpected technical or security issues or problems; or extended periods of inactivity.

Termination of this Agreement or your account may include removal of access to all Project-related resources or Proprietary Information, deletion of information associated with or inside your account, and barring of further participation in Projects. Further, you agree that all terminations for cause will be made at Pulse Labs’ sole discretion and that Pulse Labs is not liable to you or any third party for any termination of this Agreement or your account.

6.0 GENERAL TERMS

6.1 Entire Agreement

This Agreement constitutes the entire agreement between you and Pulse Labs relating to the subject matter of this Agreement, and shall completely replace any prior agreements, oral or written, between you and Pulse Labs in relation to you acting as a Panelist for Pulse Labs.

6.2 Changes to Projects or the Platform

Pulse Labs reserves the right to discontinue any or all Projects at any time or otherwise make changes to the Platform or its other products, services, or tools at any time, without notice, and without liability, to you.

6.3 Option to Exercise or Enforce

Pulse Labs’ failure to exercise or enforce any legal right or remedy or provision of this Agreement (or which Pulse Labs has the benefit of under any applicable law) will not constitute a waiver of such right, remedy, or provision.

6.4 Severability

In the event that any of the provisions of this Agreement is found by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the other provisions of this Agreement remain in full force and effect.

6.5 Nonassignability

You may not assign or delegate any rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void and without effect. Pulse Labs may freely assign or delegate all rights and obligations under this Agreement, in whole or in part.

6.6 Equitable Relief

You acknowledge and agree that due to the unique nature of the Proprietary Information, there may be no adequate remedy at law for any breach of your obligations in this Agreement, that any such breach may allow you or third parties to unfairly compete with Pulse Labs or its Clients, resulting in irreparable harm to such parties. As such, upon any such breach or threat thereof, Pulse Labs or an applicable Client shall be entitled to injunctions and other appropriate equitable relief without posting a bond, in addition to whatever remedies it may have at law.

6.7. Controlling Law, Arbitration, Class Waiver, and Waiver of Jury Trial

This Agreement and the relationship between you and Pulse Labs shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. You agree to first contact Pulse Labs at support@pulselabs.ai regarding any claim or controversy arising out of or relating to this Agreement or your participation in one or more Projects. You and Pulse Labs agree to submit to the personal and exclusive arbitration of any disputes relating to this Agreement, or your participation in one or more Projects, under the rules of the JAMS ADR. For more information, visit https://www.jamsadr.com. Any such arbitration, to the extent necessary, shall be conducted in Wilmington, Delaware. You covenant not to seek any remedy from Pulse Labs in any other forum.

To the extent permitted by law, you agree that you will not bring, join, or participate in any class action lawsuit as to any claim, dispute, or controversy that you may have against Pulse Labs. You agree to the entry of injunctive relief to stop such a lawsuit or to remove it as a participant in the suit. You agree to pay the attorney’s fees and court costs that Pulse Labs incurs in seeking such relief. This provision preventing you from bringing, joining, or participating in class action lawsuits is an independent agreement and does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided below.

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to this Agreement, or your participation in one or more Projects: You are giving up your right to have a trial by jury; you are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and you must file any claim within one (1) year after such claim arose or it is forever barred.

Right to Opt Out: You may opt-out of the waiver of the right to have certain disputes resolved in a class action and the waiver of the right to a jury trial described in this Section 6.7 by emailing us at support@pulselabs.ai within 30 days after entering into this Agreement in the manner described herein. You must include your name, phone number, physical address, and email address in your opt-out notice. This is your only mechanism for opting out of the terms, conditions, limitations, restrictions, and waivers set forth in this Section 6.7, and failure to do so as described herein constitutes your consent hereto, including such waivers. If you choose to opt out, please note that all other provisions in this Agreement will remain intact and in full force and effect.

6.8. Communications

You agree that Pulse Labs may communicate with you electronically or telephonically regarding this Agreement; your participation in Projects; security; privacy; and administrative issues. If Pulse Labs learns of a security system’s breach, it may attempt to notify you electronically by posting a notice on its web site, sending an email to you, or contacting you via any other means of communication for which you have provided contact information. You may have a legal right to receive a notice of breach in writing. To receive free written notice of a security breach or to withdraw your consent from receiving electronic notice, please contact us via the contact information provided at the end of this Agreement.

6.9. Third-Party Beneficiaries

Except as expressly set forth in this Section 6.9, nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than you and Pulse Labs and our respective permitted successors and assigns any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, you and Pulse Labs each acknowledge and agree that any Client, or Clients, who commission Projects in which you choose to participate are an intended third-party beneficiary of this Agreement and shall be entitled to enforce the terms, conditions, limitations, restrictions, and other provisions of this Agreement against you, as a Panelist, to the same extent as if such Client, or Clients, were a party hereto.

7.0 QUESTIONS AND COMMENTS

Questions and comments regarding this Agreement should be sent to support@pulselabs.ai, or via regular mail to: Pulse Labs AI, Inc., 370 S. 300 E., Suite 104, Salt Lake City, Utah 84111, United States.

Exhibit A

Data Processing Terms for Persons Subject to the EU/UK GDPR

This Exhibit A describes how and why we collect and process your personal data (as defined below) in connection with that contractual relationship under the Pulse Labs Panelist Agreement effected by and between Pulse Labs and you, and is incorporated by reference into the Agreement. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement. 

To the extent that you are located in Europe, and are subject to any one of (i) the General Data Protection Regulation, (ii) data protection laws implemented by member states of the EU in harmony with the General Data Protection Regulation, or (iii) the U.K. Data Protection Act of 2018, as amended and incorporated into U.K. law (collectively, the ”GDPR”), the following terms apply with respect to your rights to exercise control over your personal data under the Agreement. 

• Definition of Personal Data. This Exhibit A governs the processing of any data that you submit in connection with your performance under the Agreement that qualifies as “personal data” under the GDPR. Except as otherwise stated under applicable laws, the term “personal data” (as used in this Agreement) means any information relating to an identified or identifiable natural person (a “Data Subject”), the processing of which is governed by the GDPR; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Personal data does not include anonymous information or aggregated information derived from personal data.
• Roles of the Parties. Under the GDPR, you are a Data Subject and we are a “Data Controller” (as defined in the GDPR) for any personal data that you submit that is processed under this Agreement. If you are not a Data Subject, the provisions in this Exhibit A do not apply to you.
• Collection and Processing of Personal Data. We collect certain personal data from you when you use our Platform or otherwise participate in the Data Projects on the terms described in this Agreement. The categories of personal data that we collect are specified in Sections 3.2, 3.4, 3.5, 3.6, and 3.7 of this Agreement. You will provide personal data to us in two stages:
• Panelist Information. When you become a Panelist, we may collect and process the categories of personal data identified in Section 3.2 of the Agreement as “personally identifiable information,” “demographic information,” “device information,” and “payment information.” We process such personal data under the lawful basis of performance of our contractual obligations – specifically, for the purpose of furthering your engagement as a Panelist, administering our contractual relationship with you, and meeting our regulatory obligations.
• Additional Personal Data. If you elect to participate in a specific Data Project, we will process the Panelist Information that you provided under Section 3(a) for purposes of enabling your participation. We may also request additional personal data from you as we deem necessary for the provision of our Services in connection with such specific Data Project, or as has been requested by our clients for the purposes of a specific Usability Testing project in which you have elected to participate. The nature and details of the additional personal data collected will depend on the specific Data Project in which you voluntarily participate, and may include, for instance, images, videos, or audio recordings, as further described in Sections 3.2, 3.4, 3.5, 3.7, and 3.12. You acknowledge and agree that any personal data that you submit as part of your Panelist Information in the course of a Usability Testing project, together with personal data, if any, comprised by the Results from the applicable Data Projects, will be collected and disclosed to the client for whom such project is conducted, and the client may further process such personal data for their business purposes on the terms described in the Agreement. Each Data Project will provide one or more informational pages identifying (i) the third parties conducting the test (if it is Usability Testing), (ii) what personal data must be disclosed in the course of the Data Project, and (iii) the purposes for which the personal data is sought. For the avoidance of doubt, failure to provide the information requested in Data Projects may affect your ability to participate in such processes; however, you are not required to provide any such information to use the functions of our Platform unrelated to Panelists, and you agree that you provide any such personal data on a voluntary basis.
• Lawful Bases. We rely upon the following legal grounds to process personal data under the GDPR: 
• If you have consented to the processing of personal data for one or more specific purposes (such as Usability Testing);
• If the processing is necessary for the performance of an agreement with you (including for any pre-contractual obligations thereof);
• If the processing is necessary for our compliance with a legal obligation to which we are subject, 
• If the processing is necessary to protect your vital interests or of another natural person, or otherwise for our legitimate interests. Where we rely on your consent as the lawful basis for our processing of your personal data, you have the right to withdraw your consent to the processing of such data at any time, provided that Pulse Labs may perpetually retain and use any de-identified data derived from your personal data for the purpose described above.
• Purposes of Processing. We will process the categories of personal data described in Section 3.2 (including personal data, if any, comprised by Results) as set forth below: