Thank you for your interest in participating as an interviewee for Innabox, Inc. and its subsidiaries and affiliates (“Innabox” or “Company”) for us to provide your feedback and opinions on products, technology, services, and companies. Your input and interviews help global organizations better understand their customers and tailor their products and services for their customers and users. These Interviewee Terms (the “Terms”) govern your participation in any interviews and your use of the Innabox proprietary technology and platform (the “Platform”) to do so. As used herein, the Platform shall refer to any platforms or technology owned and operated by Innabox, Inc., and its subsidiaries and affiliates. 

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS INCLUDE AN ARBITRATION AGREEMENT IN SECTION 8 THAT REQUIRES, WITH LIMITED EXCEPTION, THAT YOU AND INNABOX ARBITRATE CLAIMS ON AN INDIVIDUAL BASIS. THESE TERMS ARE A LEGAL AGREEMENT BETWEEN YOU AND INNABOX. THESE TERMS, ALONG WITH THE POLICIES LISTED BELOW (COLLECTIVELY, THIS "AGREEMENT"), GOVERN YOUR PARTICIPATION IN ANY INTERVIEWS WITH INNABOX (THE "INTERVIEW"). BY REGISTERING AS AN INTERVIEWEE AND CONTINUING WITH ANY INTERVIEWS, YOU AGREE TO THESE TERMS AND THE AGREEMENT. YOU MAY WITHDRAW YOUR CONSENT TO BE INTERVIEWED AT ANY TIME BUT SUCH WITHDRAWAL WILL ONLY APPLY PROSPECTIVELY. 

These Terms may be updated by Innabox from time to time and such updates and changes are effective as of the date of posting as on Innabox’s website at www.innabox.com (the “Site”) and your continued participation as an Interviewee will be deemed acceptance of the updated Terms. If you provide your email address to us, we will notify you via email if we make any material changes to the Agreement. As an Interviewee, you must also agree to and abide by the following policies:

• Privacy Policy at www.characterquilt.com/privacy-policy

• Platform Terms of Service at www.characterquilt.com/terms-of-service

• Content Policy at www.characterquilt.com/acceptable-use-policy

1. BACKGROUND 

Innabox conducts interviews to collect information and feedback on products and services available around the world to help our clients understand what customers and users of their products and services, or types of products and services, are focusing on (pains, priorities, initiatives) from a professional standpoint. This Agreement shall supersede and replace any oral or other agreement between Company and you with respect to the subject matter of this Agreement.

By providing your details and consenting to this Agreement, you ("you", also referred to as the "Interviewee"), agree to take part in the Interviews and to have such Interviews including your likeness or actual photo, image, and/or audio, recorded, filmed, photographed, saved, and shared with our customers and others as further set out below. By accepting these Terms, you represent and warrant that you are 18 years of age or older, and that you have read, understood, and agree to these Terms and the Agreement. 

2. OVERVIEW OF THE PLATFORM

1. Platform and Interviews

Innabox has developed the Platform that enables Innabox and its customers to ask questions, collect feedback, and gain insights into technology, products, services, or types of products and services, including particular features from individuals with experience using the same (the “Content”). Innabox provides access to such Content via the Platform to its customers. 

Innabox may direct invitations to you to participate in specific Interviews. If such a request is directed to you, you will have the opportunity to accept or reject the invitation. You are not required to participate in any Interview that is directed to you, though we hope you do participate.

Each Interview you participate in will be recorded and transcribed (an “Interview Record”) and made available to our customers on the Platform. An Interview Record of an Interview you complete may include, among other things, your voice, video, face, movements, screen, text inputs, chat text and record, and device and screen interactions.

2. Interviewee

As an Interviewee, you are a participant in Innabox’s services and Platform, you are not employed by Innabox. Nothing in this Agreement will be construed as making you an agent, employee, partner, or legal representative of Innabox or its customers. You are not entitled to any employment-related benefits from Innabox or its customers and you are solely responsible for your taxes. 

3. Third-Party Beneficiaries

For the purposes of this Agreement, any Innabox customers who receive Content from Interviews you provide or who request Innabox to conduct Interviews are third-party beneficiaries of this Agreement. To the extent that any act or omission by you causes any damage or liability to any such Innabox Customer, such Customer shall have the right to enforce any provision of this Agreement.

3.  INTERVIEWEE REQUIREMENTS

1. Eligibility

In order to be eligible to be selected as an Interviewee, you must be at least 18 years of age or older and capable of entering into a binding contract. You must also have read these Terms and the Agreement and be willing to proceed with the Interview in accordance with these Terms and the Agreement.

2. Communications

You agree that Innabox may communicate with you electronically or telephonically regarding these Terms, Interviews, security, privacy, and administrative issues. If Innabox learns of a security system’s breach, it may attempt to notify you electronically by posting a notice on the 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 these Terms.

3. Information

In order to be an Interviewee, you will be required to submit a form which will contain basic contact information (name and email address) so that we can contact you for Interview(s). We may also use this contact information to notify you of other opportunities for you to participate in an Interview. Your profile may also contain demographic to enable us to better analyze your responses.

4. Accuracy and Truthfulness

As an Interviewee, you agree to provide accurate, true, and up to date information. You further agree to keep all details in your profile up to date at all times; and provide honest, accurate, and complete information when participating in Interviews.

If you provide any information that is untrue, not current or false or, in the reasonable opinion of Innabox is deemed to be untrue, not current or false, Innabox has the right to suspend and/or terminate your participation as an Interviewee. Should this occur, you will forfeit any Incentive to which you may be entitled.

4. INCENTIVES

1. Incentive

Upon completion of an Interview, you may be entitled to receive a payment, a gift, card, or some other form of compensation (the “Incentive”). Prior to an Interview, you will be informed by Innabox, either directly or through the Platform, of whether and how much you are entitled to as an Incentive for participating in the Interview. 

You are responsible for determining any tax liabilities that you may incur as a result of receiving any such Incentive(s). If you are an Interviewee with any applicable tax obligations, for instance, if you are in the United States, you may be required provide us with your tax information through a W-9. Incentives will only be paid to Interviewees who provide accurate contact information or other means of facilitating delivery of such Incentives as may be requested by Innabox in its sole discretion.

If Innabox determines, in its sole discretion, that you have failed to comply with these Terms, or if you withdraw your consent for any Interview (which is only possible for future interviews), you will not be entitled to receive any Incentive. 

5. AVAILABILITY 

We may choose to exclude or remove you from our list of eligible Interviewees or discontinue use of your Interview Record, or any part thereof, in our sole discretion. If we reasonably believe that you are under 18 years of age or have provided false or fraudulent information, then your participation in an Interview may be denied or terminated at any time without notice in our sole discretion and you will not be entitled to any Incentive. 

6.  INFORMATION COLLECTION AND USE 

We take the protection of personal information that you submit to us seriously. Full details of how we use your personal information are set out in our Privacy Policy which sets out important additional information regarding your rights. The terms of the Privacy Policy apply to any personal information submitted by you to us and you agree to the terms of that Privacy Policy as an Interviewee. IT IS IMPORTANT THAT YOU FAMILIARIZE YOURSELF WITH THE CONTENT OF THIS PRIVACY POLICY PRIOR TO ACCEPTING THESE TERMS OR PARTICIPATING IN AN INTERVIEW. If you have questions regarding how we use your personal information, please contact us at bhairav@innabox.ai.

YOU EXPLICITLY AGREE THAT UPON YOUR PARTICIPATION IN AN INTERVIEW, WE HAVE THE RIGHT TO RECEIVE, PROCESS, SHARE, REDISTRIBUTE, CREATE DERIVATIVE WORKS OF, DISPLAY, AND ANALYZE THE COLLECTED INTERVIEW INFORMATION AND INTERVIEW RECORD FOR THE PURPOSES SET OUT IN THESE TERMS AND IN ACCORDANCE WITH OUR PRIVACY POLICY. 

Your participation in such a program is always voluntary, and you therefore have a choice whether to provide the requested information.

7. DISCLAIMERS AND LIMITATION OF LIABILITY 

YOU ASSUME THE ENTIRE COST OF ANY COST, DAMAGE, LOSS, LIABILITY OR EXPENSE RESULTING FROM YOUR USE OR EXPLOITATION OF THE PLATFORM AND PARTICIPATION IN THE INTERVIEW AND THE INTERVIEW RECORD. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE INNABOX AND ITS REPRESENTATIVES HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INNABOX OR ANY OF ITS REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, THIRD PARTY CLAIMS, OR OTHER LOSS) ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, YOUR USE THEREOF, THE DATA THEREBY COLLECTED, OR THESE TERMS AND THE AGREEMENT, WHETHER BASED UPON BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND PRODUCT LIABILITY) OR OTHERWISE, EVEN IF INNABOX OR ITS REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL INNABOX’S OR ITS REPRESENTATIVES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION EXCEED $50. 

By agreeing to be an Interviewee, this does not automatically mean you will be selected for an Interview. Innabox reserves the right to adopt or change its selection process at any time. You hereby accept that Innabox shall not be liable for any loss or damage suffered by you in connection with your participation in an Interview.

8.  INDEMNIFICATION 

You agree to defend, indemnify and hold Innabox harmless from and against any and all claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of (i) your breach of the Agreement, (ii) your misrepresentations, in accuracies, or fraud, and (iii) your infringement or violation of any intellectual property, unauthorized disclosure of confidential or otherwise protected information by you, or your breach of the privacy rights of a third party. 

9.  DISPUTE RESOLUTION; MUTUAL ARBITRATION AGREEMENT; CLASS ACTION WAIVER

As an initial matter, if you have a dispute with Innabox, please contact bhairav@innabox.ai so that we may attempt to resolve the issue. This section contains an arbitration agreement, which, with limited exception, requires you and Innabox to submit disputes and claims to binding and final arbitration on an individual basis. Please read it carefully as it affects your legal rights.

You and Innabox mutually agree to waive your respective rights to resolution of all disputes or claims covered by this arbitration agreement in a court of law and instead agree to resolve any disputes and claims by binding arbitration on an individual basis.

To the fullest extent permitted by applicable law, you and Innabox agree to arbitrate any and all disputes, demands, claims, or controversies (collectively, “claim” or “claims”) relating to, arising from or regarding these Terms or the Agreement, your participation on the Platform, Interviews, or your relationship with Innabox, including claims by Innabox, claims against Innabox, and claims against any current or former parent, affiliate, subsidiary, successor or predecessor of Innabox, and each of Innabox’s and these entities’ respective officers, directors, owners, agents or employees. To the fullest extent permitted by applicable law, this includes, but is not limited to, claims of discrimination, harassment, retaliation, breach of contract, wrongful termination and unfair competition, worker misclassification claims, compensation claims, wage and hour claims, tort claims, common law claims, and claims based upon any federal, state or local ordinance, statute, regulation or constitutional provision. Customers are third-party beneficiaries to this arbitration agreement.

You and Innabox agree that nothing in this arbitration agreement is intended to prevent either party from seeking and obtaining temporary or preliminary injunctive relief in court to prevent irreparable harm to their confidential information or trade secrets pending the conclusion of any arbitration.

This arbitration agreement does not apply to claims that have been expressly excluded from arbitration by a governing law not preempted by the Federal Arbitration Act. This arbitration agreement does not restrict or preclude you from communicating with, filing an administrative charge or claim with, or providing testimony to any governmental entity about any actual or potential violation of law or obtaining relief through a government agency process.

To the fullest extent permitted by applicable law, you and Innabox agree that claims shall be resolved on an individual basis only, and not on a class, collective, or representative basis on behalf of other individuals to the fullest extent permitted by applicable law (“Class Waiver”). Any claim that all or part of the Class Waiver is invalid, unenforceable, unconscionable, void or voidable may be determined only by a court. In no case may class, collective or representative claims proceed in arbitration on behalf of other individuals.

The parties understand and agree that the arbitration shall be conducted by a single neutral arbitrator through JAMS in accordance with the Streamlined Arbitration Rules & Procedures, or other applicable JAMS rules as agreed by the parties or directed by the arbitrator, which can be reviewed at http://www.jamsadr.com. To initiate an arbitration, you or Innabox must submit a demand for arbitration to JAMS. Except as to the Class Waiver, the arbitrator shall determine arbitrability, including disputes about the formation, scope, applicability, enforceability or validity of the arbitration agreement. The arbitrator shall apply the applicable substantive law in deciding the claims at issue. Claims will be governed by their applicable statute of limitations and failure to demand arbitration within the prescribed time period shall bar the claims as provided by law. You and Innabox understand and agree that the decision or award of the arbitrator shall be final and binding upon the parties.

You and Innabox understand and agree that to the extent applicable, the arbitration of claims subject to this arbitration agreement shall be instead of a trial before a court or jury. The parties further understand and agree that they are expressly waiving any and all rights to a trial before a court or jury regarding any claims that they now have or which they may have in the future that are subject to arbitration under this arbitration agreement.

This arbitration agreement is enforceable under and governed by the Federal Arbitration Act. In the event that any portion of this arbitration agreement is held to be invalid or unenforceable, any such provision shall be severed, and the remainder of this arbitration agreement will be given full force and effect. This arbitration agreement shall survive the termination of the parties’ relationship.

You may choose to opt out of this arbitration agreement. To do so, you must send notice to bhairav@innabox.ai stating your intent to opt out of arbitration within 20 days of your acknowledgment of these Terms of Service.

12. MISCELLANEOUS 

1. Agreement Changes. In the event that we seek to amend these Terms, we will use reasonable efforts to provide you with prior written notice (for example such notice may be given by way of e-mail message). Should you not agree to the proposed amendment you are free to discontinue your participation in Interviews. Participation in any Interview after the effective date of the amendment will be deemed to be your acceptance of these Terms as amended according to the written notification. 

2. Conflicts/Post Termination. These Terms shall neither exclude nor limit any of your mandatory rights as a consumer. If there is any conflict between these Terms and the Privacy Policy, the provisions of these Terms shall prevail. The provisions of these Terms that are intended to survive termination shall remain valid after any termination. 

3. Governing Law. These Terms shall be governed by the laws of the State of Georgia, without regard to conflicts of laws principles. All parties to and disputes arising out of these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Georgia. 

4. Assignment. You shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written approval of Innabox. Innabox may assign this Agreement, and its rights and obligations hereunder, to any third party without your consent or notice to you. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. 

5. Severability. If any provision contained herein is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. In any event, the remaining provisions shall be enforced. 

6. Entire Agreement. This Agreement is the entire agreement between you and Innabox with regard to the subject matter hereof and supersedes any and all prior communications with respect thereto. 

13. CONTACTS 

For any questions and requests concerning your personal data or this Agreement, please contact us at bhairav@innabox.ai