Pilot Program Agreement

This Pilot Program Agreement (the “Agreement”) set forth the terms and conditions under which individuals may apply to and, if approved for participation, participate in a pilot or other similar program, which may include early access to products and services, (“Pilot Program”) administered by Herewith, Inc. (“Herewith”, “we”, or “us”). Please read this Agreement before applying to or participating in a Pilot Program. You are entering into a legal contract with Herewith, and you hereby accept the terms of and agree to this Agreement and you represent and warrant that you have the right, authority and capacity to enter into this Agreement. If you object to anything in this Agreement, do not apply to or participate in a Pilot Program.

IMPORTANT NOTICE: THIS AGREEMENT INCLUDES, BY REFERENCE, AN ARBITRATION PROVISION REQUIRING BINDING ARBITRATION OF DISPUTES AND A WAIVER OF CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. THE ARBITRATION PROVISION CAN BE FOUND IN THE TERMS OF SERVICE. PLEASE REVIEW THE ARBITRATION PROVISION IN THE TERMS OF SERVICE CAREFULLY. IF YOU DON’T WANT TO BE SUBJECT TO ARBITRATION, YOU CAN OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED AT THE END OF THE ARBITRATION PROVISION IN THE TERMS OF SERVICE.

1. PILOT PROGRAM

1.1. General.

This Agreement governs your application to and, if selected in accordance with Section 1.2 below, your participation in any Pilot Program, including access to and use of any Herewith Materials provided to you as part of any such Pilot Program. As part of a Pilot Program, Herewith may gather data regarding the performance of Herewith’s Platform, or a feature thereof, in advance of commercial launch. As used herein, “Platform” means the Herewith platform for coordinating and facilitating management of in-home elder care, which includes Herewith’s mobile software applications, websites, documentation and all other aspects of the complete Herewith ecosystem. Your participation in the Pilot Program is entirely voluntary, and you may terminate your participation in the Pilot Program at any time by notifying Herewith in writing. If you terminate your participation in the Pilot Program early, you will not receive your Participation Fee (as defined below), but there are otherwise no penalties for terminating your participation in the Pilot Program.

1.2. Selection.

Once you submit your application to participate in a Pilot Program and agree to this Agreement, Herewith will review your application and will determine, in its sole discretion, whether to select you for participation in a Pilot Program. Herewith will notify you if you are selected to participate in a Pilot Program.

1.3. Materials.

Prior to the start of the Pilot Program, Herewith or its representative will contact you regarding obtaining access to Herewith’s Platform. Herewith may also provide you with a device (“Hardware”) for your use during the Pilot Program and will coordinate delivery of such Hardware to you prior to the start of your participation in the Pilot Program. Herewith may also require you to complete a receipt for any such Hardware that will be in your possession during the Pilot Program. All Hardware, the Platform, and any other materials provided to you in connection with the Pilot Program, including any questionnaires or surveys, are “Herewith Materials”. You will return the Herewith Materials to Herewith at the end of your participation in the Pilot Program, or immediately upon request by Herewith for any reason. Subject to the terms of this Agreement, including without limitation the restrictions set forth in Section 3 below, Herewith grants you, during the Pilot Period, a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license, under any intellectual property rights Herewith may have, to use the Herewith Materials to which Herewith provides you access, solely for the purpose of participating in the Pilot Program as described herein, unless otherwise authorized by Herewith in writing.

1.4. Pilot Period.

Your participation in the Pilot Program will commence on the date you obtain access to the Platform and will continue until the Pilot Program has concluded (“Pilot Period”), unless Herewith notifies you that it has decided to end your participation therein earlier. Herewith reserves the right to restrict or revoke your participation in all or a portion of the Pilot Program at any time without prior notice, including any access to or use of any Herewith Materials. Herewith will not be liable for any such restriction or revocation.

1.5. Participation Requirements.

As part of the Pilot Program, you may be asked to (i) download the Platform mobile application to your mobile device or a Hardware device, as applicable, (ii) use other Hardware accessories intended to be used with the Platform, and/or (iii) perform various tasks with the Platform and/or the Hardware, which may include interacting with various content and features. In addition, you may be asked to (a) provide Feedback regarding particular aspect of the Herewith Materials, (b) record and assess your experience performing these tasks through the Platform throughout the course of the Pilot Period, and/or (c) participate in qualitative sessions with Herewith and/or its representatives designed to discuss or observe your interactions with and use of the Platform. Any such sessions will take place via streaming videoconference and may be recorded by Herewith or its representatives. The tasks and sessions you may be asked to participate in are not estimated to exceed 10 hours over the course of the Pilot Program.

1.6. Participation Fee.

You may be entitled to receive a participation fee in exchange for your participation in a Pilot Program, depending upon the nature of your participation (the “Participation Fee”). You may contact Herewith at hello@herewith.com for more information. If applicable, your Participation Fee will be paid after the Pilot Period is complete. Herewith reserves the right to withhold the Participation Fee if it is determined by Herewith that (i) any Hardware was intentionally damaged or destroyed by you or another person during the Pilot Period; or (ii) you have breached the terms of this Agreement. You will be responsible for all applicable taxes on the Participation Fee.

1.7. Initial Background Check.

If you are participating in the Pilot Program as a Caregiver (as defined in the Terms of Service), then, notwithstanding anything to the contrary therein, Herewith will pay the fee associated with your Initial Background Check (as defined therein), which will be performed by a third-party service provider. You hereby consent to such Initial Background Check, agree to execute a consent to the Initial Background Check that will be provided by the third-party service provider performing the Initial Background Check and understand that your Initial Background Check is a requirement for participation in the Pilot Program. All other terms related to such Initial Background Check set forth in the Terms of Service, will apply to your Initial Background Check as part of the Pilot Program, including the terms related to Herewith’s right to receive a copy of such Initial Background Check. For the avoidance of doubt, Care Recipients participating in the Pilot Program will not be entitled to receive a copy of such Initial Background Check without your specific authorization.

1.8. Additional Requirements.

You will comply with any additional requirements imposed by Herewith from time to time in connection with a Pilot Program, including additional confidentiality or security requirements. Your continued participation in a Pilot Program may be conditioned upon acceptance and compliance with any such additional requirements.

2. FEEDBACK AND CONSENT TO DATA COLLECTION

2.1. Communication and Feedback.

Herewith will provide you with, and you hereby consent to receive, periodic communications regarding Pilot Programs and/or the Platform. You will have the option to provide feedback, suggestions or related to the Herewith Materials, Platform or Herewith’s business, including recommendations for improvements and commercialization (“Feedback”) regarding any aspect of the Pilot Programs and/or the Platform at any time. Without limiting the generality of the foregoing, you will use reasonable efforts to submit notice of any and all error, bugs, defects, or other issues with the features, functionality, or performance of any Herewith Materials to Herewith promptly upon occurrence. Any such notices will be deemed Feedback. Herewith will use Feedback, in its sole discretion, to improve its Pilot Programs, Platform, Herewith Materials or other products or services and will not publicly attribute to you any Feedback provided by you to Herewith without your prior written consent in each instance.

2.2. Data Collection.

In connection with the Pilot Programs, Herewith or its representatives may collect personal information that you provide, such as your name, phone number or other contact information, as well as other information that you enter into, or that is automatically collected during your use of, the Platform (“Platform Data”). Collection of Platform Data and the ways in which Herewith may use or otherwise process such data is described in Herewith’s Privacy Policy). In addition to Platform Data, Herewith may collect, during the Pilot Period, the following categories of “Pilot Data”: (i) information that you provide to Herewith or its representatives in connection with a Pilot Program (excluding Platform Data), such as Feedback, information about your preferences, and any other information collected during the tasks described in this Section 2, and/or (ii) video or audio recordings of task performance and/or qualitative sessions, provided that Herewith or its representatives will notify you in advance regarding any such video or audio recordings during a particular session (“Recordings”). Herewith will own all right, title and interest in any such Pilot Data and may use Pilot Data for its research and development purposes, including for the purpose of benchmarking, testing, and further development of its products and services. Herewith may share the Pilot Data: (1) with its service providers and partners; (2) if Herewith believes it is required to do so by law; (3) with Herewith’s affiliates; and/or (4) in connection with, or during negotiations of, any merger, sale of company assets, financing or acquisition of all or a portion of Herewith’s business to another company. By signing this Agreement or otherwise participating in a Pilot Program, you consent to Herewith’s collection, use, and disclosure of the Platform Data and Pilot Data as described above.

3. USE OF THE HEREWITH MATERIALS

3.1. Terms of Service.

You agree that you will use the Platform in accordance with (a) the Terms of Service; and (b) any other documentation or instructions that Herewith provides you. In addition, Herewith may, at any time, require you to agree to one or more other agreements or updates to the Terms of Service prior to permitting your continued participation in all or a portion of a Pilot Program. To the extent of any conflict between the Terms of Service or the terms of such other agreement and the terms of this Agreement, the terms of this Agreement will prevail unless otherwise agreed in writing by Herewith. Notwithstanding anything herein to the contrary, you hereby acknowledge and agree that, during a Pilot Program, some of the features or functionalities of the Platform, as described in the Terms of Service, may not yet be available.

3.2. Restrictions.

You will only access and use the Herewith Materials as necessary to perform your obligations under this Agreement. Unless you receive Herewith’s prior written approval in each instance, you will not (directly or indirectly): (a) modify, adapt, alter, or create any derivative works of the Herewith Materials; (b) work around, reverse engineer, interfere with, exceed or circumvent any technical limitations in the Herewith Materials; (c) decompile, translate, disassemble, or otherwise attempt to derive the source code of the Herewith Materials, if applicable; (d) publish, rent, lease, distribute, lend, sell, sublicense, or otherwise commercialize the Herewith Materials; (e) release or disclose the results of your use, development, or evaluation of the Herewith Materials; (f), perform, release, or disclose the results of, any benchmark or vulnerability testing of the Herewith Materials; (g) introduce into the Herewith Materials any viruses, trojan horses, malware, spyware, adware or other disruptive software, or any software code, which is designed to disrupt, damage, or perform unauthorized actions on a computer system; (h) remove or alter any proprietary notices or labels on or in the Herewith Materials; or (i) subject the Herewith Materials in whole or in part to any terms of an open source license. In addition, you will not: (i) disclose credentials or passwords required to use the Herewith Materials to any third party, (ii) circumvent any license management, security devices, access logs, or other security protection measures, or (iii) modify, tamper with, reverse engineer, reverse compile or disassemble keys or other protection mechanisms.

3.3. Support.

Herewith is not obligated to provide any maintenance or other support for the Herewith Materials as part of the Pilot Programs. Herewith may, in its sole discretion, voluntarily provide support services to you in order to help facilitate your use of the Herewith Materials for the Pilot Programs.

3.4. Updates.

Herewith reserves the right to update the Herewith Materials from time to time. If any updates are made available by Herewith, the terms of this Agreement will govern such updates, unless the update is accompanied by a separate license in which case the terms of that license will apply. If Herewith provides any updates, the license granted to you for prior versions of the Herewith Materials will immediately terminate and you will immediately discontinue using such prior versions.

3.5. No Competitive Use.

Without limiting the generality of any other provisions herein, the Herewith Materials may not be tested, evaluated or otherwise used in connection with any products that are competitive with the Herewith Materials or other existing or in-development products of Herewith. Herewith’s Confidential Information may not be used, or otherwise given to a third party, for any purpose, including, without limitation, to develop a product or service competitive with the Herewith Materials or other existing or in-development products of Herewith.

4. CONFIDENTIAL INFORMATION

4.1. Definition.

“Confidential Information” means all information disclosed (whether in oral, written or other tangible or intangible form) by Herewith or its representatives to you (or otherwise learned by you) concerning or related to Herewith, the Platform, or any other Herewith products or services, which you know or should know, given the facts and circumstances surrounding the disclosure of the information, is the confidential information of Herewith. Confidential Information includes, but is not limited to, the Herewith Materials (as defined below), any and all current or planned features of the Platform and any surveys or questions that you receive during a Pilot Program. Confidential Information does not include information that (i) was already public before you received it, or (ii) becomes publicly known without your action or inaction. You can disclose Confidential Information if you are required to do so by law, so long as you first notify Herewith and provide Herewith an opportunity to protect such Confidential Information from being disclosed. You acknowledge and agree that, in addition to any other remedies that may be available to Herewith at law, in equity, or otherwise, Herewith will be entitled to obtain injunctive relief against any threatened breach of this agreement or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting a bond (or other security).

4.2. Restrictions.

You agree not to (i) share any Confidential Information with any other person or entity; and/or (ii) use any Confidential Information for any purpose other than participating in the Pilot Program. You will also protect any Confidential Information you have or receive with care and will not copy any of it. If asked, you’ll return any Confidential Information you still have to Herewith. Nothing in this Agreement is intended to grant any license or rights to you under any patent, copyright, trade secret or other proprietary or intellectual property right of Herewith. All Confidential Information is provided “as is” without any warranties (express, implied or otherwise).

4.3. No Social Media.

Without limiting Sections 4.1 and 4.2 above, you agree not to post any information about your participation in a Pilot Program, post copies, images, screenshots, or other information about any Herewith Materials, or otherwise disclose that you are participating in a Pilot Program, on social media or otherwise, unless otherwise approved in writing in advance by Herewith.

5. OWNERSHIP

You hereby assign all right, title, and interest in and to the Pilot Data, and all Feedback and other data that you provide to Herewith or its representatives in connection with the Pilot Program, including all intellectual property rights therein, to Herewith. The Herewith Materials, Feedback, Pilot Data, and all intellectual property rights in the foregoing will remain the sole and exclusive property of Herewith and its licensors.

6. REPRESENTATIONS AND WARRANTIES

You represent and warrant that: (i) you are 18 years of age or older; and (ii) neither you nor any other resident of your household works for a competitor of Herewith.

In addition, if you are a Caregiver (as defined in the Terms of Service), you represent and warrant: (a) all information you provide regarding yourself and the care services you are eligible to provide will be complete and accurate, (b) you possess all certifications, licenses, or other requirements under applicable law to offer the care services that you advertise through the Platform, (c) you have adequate insurance coverage for the services that you advertise through the Platform, and (d) you will comply with all applicable laws during your use of the Services and performance of any care services advertised through Herewith’s Platform.

7. DISCLAIMER AND LIMITATION OF LIABILITY

You hereby acknowledge that the Platform may be designated as alpha, beta, development, pre-release, untested, or not fully tested versions. The Platform may experience delays or failures of functionality, may be incomplete and may contain errors, defects, bugs or other inaccuracies that could cause failures, corruption and/or loss of data or information. Further, the Platform and any systems or networks that it uses to operate are not fail-safe and are not intended or designed for uses where the failure of such products could lead directly to death, personal injury, or severe physical or environmental damage. THE PLATFORM AND ALL OTHER HEREWITH MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. HEREWITH AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE PLATFORM AND OTHER HEREWITH MATERIALS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (I) WARRANTIES OF MERCHANTABILITY, (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT HEREWITH OR ITS LICENSORS KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED OR ARE OTHERWISE AWARE OF ANY SUCH PURPOSE), AND (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. THE FEATURES AND FUNCTIONALITY OF THE PLATFORM MAY CHANGE AT ANY TIME.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (A) HEREWITH WILL NOT BE LIABLE (WHETHER IN CONTRACT OR IN TORT) UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL (INCLUDING LOST OPPORTUNITIES OR PROFITS), OR PUNITIVE DAMAGES, EVEN IF HEREWITH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF HEREWITH ARISING FROM OR RELATING TO THIS AGREEMENT OR OTHERWISE TO THE PILOT PROGRAM, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), WILL NOT EXCEED ONE HUNDRED DOLLARS (USD $100.00).

8. TERMINATION; SURVIVAL

Either party may terminate this Agreement, with or without cause, immediately upon notice to the other party, provided that your obligations set forth herein shall survive until all Herewith Materials are returned to Herewith, or, if approved in writing by Herewith, deleted. The following terms will survive any termination of this Agreement: Sections 2 - 7, and 9.

9. GENERAL TERMS

9.1. Compliance.

You agree to comply with all applicable laws and regulations and will not, without prior government authorization, export, re-export, or transfer Herewith products, services or technology, either directly or indirectly, in violation of such laws and regulations. You represent and warrant that you (i) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) have not been identified as a “Specially Designated National” by the Office of Foreign Assets Control; and (iii) have not been placed on the U.S. Commerce Department’s Denied Persons List;”.

9.2. Miscellaneous.

This Agreement is governed by the laws of the State of California (excluding conflicts of law) and any claims relating to this Agreement will be handled in accordance with the arbitration provision set forth in the Terms of Service or as may be updated by the parties from time to time. The terms and conditions of this Agreement supersede any prior or contemporaneous agreement on this topic. Herewith’s failure to enforce any aspect of this Agreement is not a waiver to do so later. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be interpreted to the maximum extent possible given the intent of the parties or eliminated so that this Agreement will otherwise remain in full force and effect and enforceable. You may not assign your rights under this Agreement. Herewith may assign its rights under this Agreement.