EMPLOYEE AND FAMILY RESEARCH AND TESTING AGREEMENT
THIS EMPLOYEE AND FAMILY RESEARCH AND TESTING AGREEMENT (the “Agreement”) outlines the terms pursuant to which you (“Participant”) may participate in any Research (as defined below) conducted by or use any Test Product (as defined below) provided by Greenlight Financial Technology, Inc. (“Greenlight”). Participant agrees that by participating in any Research, or using any Test Product, Participant, who is either a Greenlight employee, a Greenlight director or family member of a Greenlight employee or director, agrees to the terms and conditions set forth in this Agreement. Participant acknowledges that the “Terms of Service” (“Terms of Service”) and the “Cardholder Agreement,” both of which can be found in the “Policy Center” link at the footer of the Greenlight website available at Greenlight.com, apply to any Test Product during the Test Period, and any use of the Greenlight Services (as defined in the Terms of Service) in connection with Research.
Testing.
This Section 1 applies to Participant participating in Program (as defined below) with respect to any Test Product.
Statement of Purpose. Greenlight may wish to engage Participant to participate in testing a Test Product during the Test Period. Additional Terms apply as more specifically set forth in Schedule 1 which is hereby incorporated into this Agreement. Participant desires for Greenlight to provide Participant with Test Products in accordance with the terms of this Agreement (hereinafter, the “Program”). Participant acknowledges that Test Products are not Generally Available and may never become Generally Available or may become Generally Available with different features and functionalities or in different configurations from those tested during the Program.
License. Greenlight grants to Participant a limited, non-exclusive, revocable, and non-transferable license and in the United States for Participant to use any Test Product (“Test License”). Upon completion of the Test Period, the Test License shall immediately terminate.
Proprietary Rights. Participant acknowledges that each Test Product and any designs or requirements documents including all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein and appurtenant thereto, is the sole and exclusive property of Greenlight. Participant agrees and acknowledges that it is not purchasing title to any Test Product but is only being granted a license to use the Test Product during the applicable Test Period. Participant agrees (a) that all rights, title and interest in Test Products shall be deemed to vest and remain vested in Greenlight, including, but not limited to, patents, copyrights, trade secrets and other intellectual property rights, and (b) to hereby assign any and all rights that Participant may have in such Test Products to Greenlight and to execute any further documents reasonably requested by Greenlight to evidence such assignment.
Participant’s Obligations. Throughout the Test Period, Participant may be requested to: (i) Use a Test Product on an ongoing basis or as otherwise requested by Greenlight; (ii) Participate in an exit interview at the conclusion of the Test Period, which may include requests for documentation and data related to Test Product performance; and (iii) Participate in meetings at mutually agreed upon times to provide feedback on operational performance of Test Products.
Participant’s Restrictions. During the Test Period, unless agreed otherwise by Greenlight, Participant will only use Test Product(s) as specifically set forth in this Agreement.
Greenlight’s Obligations. Throughout the Test Period, Greenlight may: (i) train Participant to use Test Product(s); (ii) provide Participant with Test Product Documentation, as applicable; and (iii) provide support to Participant for the use of Test Product(s) during the Program as Greenlight deems appropriate.
Test Period. The Program shall commence upon the date Participant accepts this Agreement and shall continue until the applicable Test Product becomes Generally Available or is discontinued by Greenlight (the “Test Period”). Upon completion of the Test Period, Greenlight may discontinue the Participant’s access to the applicable Test Product and any related Documentation, and Participant will immediately cease use of such Test Product and delete it, and related Documentation to Participant, within ten days following the expiration of the Test Period.
Warranty. Greenlight does not warrant the performance of any Test Product in any way during the Test Period, including that its use will be uninterrupted or error-free until such time that such Test Product becomes Generally Available. In the event any Test Product is deemed Generally Available, the warranties set forth in the “Terms of Service” on www.greenlight.com, if any, will control for the purposes of that specific Test Product. GREENLIGHT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT. TEST PRODUCTS ARE LICENSED “AS IS” WITH ALL FAULTS AND DEFECTS. THE ENTIRE RISK AS TO QUALITY AND PERFORMANCE OF THE TEST PRODUCT IS WITH PARTICIPANT.
Research. This section applies to Participant’s participation in any Research related to Greenlight Services.
Statement of Purpose. Greenlight may wish to engage Participant to participate in Research to understand how people use certain Greenlight Services in order to develop products that are easier to use and are a better fit our customers’ needs. As part of this process, Greenlight may ask Participant to answer questions about new products, features or functionalities related to the Greenlight Services, or to provide suggestions about how Greenlight can improve the existing Greenlight Services.
Interviews. To the extent Greenlight interviews Participant, Participant agrees that Greenlight may make audio recordings and take notes of any of Participant’s comments, suggestions, ideas or other feedback related to the Research. Greenlight may review Participant’s responses and listen to Participant’s audio recordings. These recordings will be treated as confidential and will not be shared outside of Greenlight. At no time will Participant’s name or any other identification be used.
Confidentiality. As part of Research, Participant may have access to prototypes, designs, mock-ups and early release versions of Greenlight products, as well as other Greenlight technology, all of which are Greenlight Confidential Information. Participant agrees not to disclose Confidential Information to anyone other than Greenlight or use Confidential Information for any purpose other than participation in Research. Participant may disclose Confidential Information as required by a court or governmental authority to the extent required by applicable law. Participant agrees and acknowledges that its breach or threatened breach of this provision may result in irreparable harm to Greenlight, for which money damages would not be sufficient to compensate Greenlight and as a result Greenlight will be entitled to seek an injunction in order to protect its confidential information.
General Terms.
Termination. Greenlight may immediately, without notice to Participant, terminate this Agreement, and/or the Program with respect to any Test Product should it decide to discontinue evaluation of such Test Product.
Feedback. Participant hereby grants to Greenlight a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use suggestions, recommendation, corrections or other feedback Participant provides to Greenlight related to Research or the Program (collectively, “
Feedback”), without compensation, without any obligation to report on such use, and without any other restrictions. The rights granted in the previous sentence include, without limitation, Greenlight’s right to exploit Feedback in any and every way, as well as the right to grant sublicenses under copyright, patent, and any other form of intellectual property.
Compensation. Participant will not receive any compensation under this Agreement for any reason whatsoever including, without limitation, participating in Research, using any Test Product and providing any feedback related thereto, and fulfilling its obligations under this Agreement.
Authority to Enter Agreement. Participant acknowledges that Greenlight may make Test Products available to any Application User (as defined in the Terms of Service) associated with the Participant’s Greenlight Account (as defined in the Terms of Service). Participant represents to Greenlight that Participant is at least eighteen (18) years of age, and has full right, power, and authority to enter into this Agreement. If Participant is under eighteen (18) years of age, a parent must consent to Participant’s participation in any Research or Program.
Miscellaneous. This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Georgia without regard to conflict of laws principles. Any claim or controversy arising out of or relating to this Agreement will be brought exclusively in federal or state court located in Atlanta, Georgia, and the parties hereby consent to personal jurisdiction and venue in such court. No failure or delay on the part of any party in exercising any right hereunder, irrespective of the length of time for which such failure or delay will continue, will operate as a waiver of, or impair, any such right. No waiver of any right hereunder will be effective unless given in a signed writing. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or, if it cannot be so amended without materially altering the intention of the parties, it will be stricken, and the remainder of this Agreement will remain in full force and effect. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and merges all prior discussions between them. No modification of or Agreement to this Agreement will be effective unless in writing signed by the parties. This Agreement will be binding upon and will inure to the benefit of the parties and their respective heirs, successors, representatives and assigns. This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Neither this Agreement, nor any of the rights and obligations hereunder, may be assigned or delegated by Participant without the prior written consent of Greenlight.
Definitions.
“Documentation” means user guides, operating manuals, specifications and/or any materials for any Test Product that Greenlight provides to Participant.
“Generally Available” or “GA” means available as a non-development product, for sale by Greenlight to the general commercial market.
“Research” means any interviews, surveys, questionnaires, inquiries, or other requests for feedback that Greenlight provides to Participant, and any and all of Participant’s response(s) thereto, pursuant to this Agreement.
“Test Product” means a new or enhanced product or features, and any and all software and related user manuals and guides, support manuals, operating instructions, specifications or other Documentation plus any updates, modifications, revisions and corrections thereto, and any updates, replacements, modifications, revisions, enhancements, additions or conversions thereto
that Greenlight provides to Participant pursuant to this Agreement.
SCHEDULE 1
ADDITIONAL TERMS FOR TEST PRODUCT(S)
See the additional terms applicable to certain individual Test Products below. (“Additional Terms”). Greenlight may change or update the Additional Terms at any time. It is Participant’s responsibility to periodically review the Additional Terms for any such changes. Any updates or changes to the Additional Terms are automatically incorporated into the Agreement on the effective date of such update or change.
ADDITIONAL TERMS FOR TEST PRODUCT(S)
The following terms are incorporated into the Employee and Family Research and Testing Agreement.
1. Invest Co-Pilot Disclaimer. The disclaimers in this Section 1 apply to Participant’s participation in Greenlight’s Invest Co-pilot test product. For purposes of this Section 1, the definition of “Test Product” relates solely to the Invest Co-pilot test product. By interacting with Test Product, you acknowledge that you are interacting with an automated bot, and agree to this disclaimer and Greenlight’s Privacy Statement, which can be found at https://privacy.greenlight.com/policies. Greenlight does not guarantee the accuracy, completeness, or up-to-date nature of the information provided by Test Product and is not liable for any damages resulting from your use of the responses. You understand that any communications between Participant and Test Product may be logged and used for the purpose of monitoring and improving our products, services and the performance of this Test Product. The Test Product is not designed to recommend the purchase or sale of specific securities. While it may offer educational information, it does not have the ability to understand what investment choices would be appropriate for your personal situation. Information provided by the Test Product does not constitute investment advice or any kind of recommendation. All investment decisions remain with the Primary Accountholder (as defined in the Terms of Service). Do not attempt to place trade orders through the Test Product; it can provide you with guidance as to how to place a trade through the Greenlight application, but it cannot execute trades. Investing involves risk and may result in the loss of principal.
2. Place Alerts Disclaimer. The disclaimers in this Section 2 apply to Participant’s participation in Greenlight’s Place Alerts test product. For purposes of this Section 2, the definition of “Test Product” relates solely to the Place Alerts test product. Any definitions not provided in the Agreement may be found in the Greenlight Terms of Service. The Test Product aims to enhance child safety by helping parents remain on top of their kids' whereabouts on a real-time basis. A Participant enrolled in Greenlight’s Infinity Plan and who is either a Primary Accountholder (as defined in the Terms of Service) (“Parent”) or an Authorized Approver (as defined in the Terms of Service) (“Approver”) will be able to receive alerts and notifications as described below (collectively “Place Alerts”) when a Secondary Cardholder (as defined in the Terms of Service) ("Kid”) enters and/or leaves certain locations. Test Product allows Parents and Approvers to: (1) enable push notifications to alert them when their Kid arrives at or leaves any publicly known points of interest like restaurants, malls, etc. (“Public Place Alerts”); (2) enable push notifications to alert them when their Kid arrives at or leaves custom locations, such as home, school, or work that a Parent wants to track (“Custom Place Alerts”); (3) enable push and/or SMS notifications when their Kid enters any hospital or police station, except as otherwise noted herein (“Emergency Place Alerts”). Notwithstanding the foregoing, there are sensitive locations, as determined in Greenlight’s sole discretion, that will be excluded from the Test Product. Additionally, if a Participant resides in Washington state, Place Alerts for medical facilities will be disabled.
Only Parents and Approvers can create Custom Place Alerts. Only Parents and Approvers can enable or disable Public Place Alerts (which are off by default) and Emergency Place Alerts (which are on by default). Each Parent and Approver must manage their own place alerts. When a Place Alert is enabled, disabled, or created by a Parent or Approver, it is not enabled, disabled, or created for the other Parent or Approver. A Parent can receive place alerts about the Approver’s location only if the Approver has enabled location sharing within the Greenlight Application with the Parent and vice versa.
Test Product will not operate unless the Participant’s location settings have been enabled on the Registered Device (as defined in the Terms of Service) and Family Location Sharing is enabled within the Greenlight Application. Test Product will automatically be turned on for a Parent or Approver if any related Parents, Approvers, or Kids, as applicable, have Family Location Sharing turned on. The Greenlight Application (as defined in the Terms of Service) will retain and display all the places visited in the last 30 days. Greenlight will delete all data after 90 days.