PRIOS Beta Product Terms of Use

Last Updated: April 8th, 2020

WHEREAS, you have agreed to participate in the testing of a pre-public, beta release version of a PRIOS product (“Beta Testing”) offered by PRIOS, LLC (“PRIOS”); and

WHEREAS, you acknowledge that such participation will enhance your personal development; and

WHEREAS, in connection with such Beta Testing, you will have access to certain confidential, proprietary and trade secret information belonging to PRIOS; and

WHEREAS, you have agreed to be subject to the terms and conditions recited below.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree as follows:

1. Confidential Information.

1.1 Definition. You understand that in the course of participating in the Beta Testing you will have access to certain confidential and proprietary information (“Confidential Information”). “Confidential Information” shall mean any non-public information, whether disclosed in writing, orally or by any other means and whether furnished before, on or after the date hereof, regardless of whether explicitly identified as confidential or proprietary, including, without limitation: (a) all forms of financial, business, marketing, or technical information including plans, formulae, designs, prototypes, methods, quotations, proposals, prices, techniques, systems, processes or procedures; (b) information belonging to any clients, consultants, vendors or other third parties whose information PRIOS has an obligation to protect, including Bridgewater Associates, LP; (c) information regarding PRIOS’ current, former or prospective officers, directors, partners, shareholders and employees, including employee lists, employee/management compensation, strategic plans, hiring strategies and recordings; (d) information related to systemized management decision-making processes developed by PRIOS, including related tools, techniques, formulas, algorithms and any modifications thereto; (e) information related to computer systems and technology or to the design, architecture or configuration of information technology infrastructure including, but not limited to, source code, object code, reports, flow charts, architecture, configuration and IP addresses; and (f) all copies of any of the foregoing or any analyses, compilations, studies, reports or records prepared that contain or are derived from any Confidential Information.

1.2 Use and Disclosure. You may not, either before, during or after your participation in the Beta Testing, without PRIOS’ prior written consent, use, divulge, disclose or otherwise make accessible to any other person or entity any Confidential Information, except to a duly authorized member of PRIOS’ staff. Furthermore, you may not indicate your association with PRIOS in any publications, social media or on any website.

Nothing in this Agreement shall be construed as prohibiting you from reporting possible violations of law to a governmental agency or entity, or requiring you to seek authorization from PRIOS to make, or to notify PRIOS of having made, such a report. Additionally, pursuant to the Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In the event it is determined that your disclosure of PRIOS trade secrets was not done in good faith pursuant to the above, you will be subject to substantial damages, including punitive damages and attorneys’ fees.

1.3 Exclusions. Your obligations under this Section 1 do not apply to information that: (a) was in your possession prior to the date of the disclosure by PRIOS; (b) was obtained by you after the date of this Agreement from a third party who is not known after reasonable inquiry by you to be under any obligation of confidentiality with respect to such information; (c) was independently developed by you without benefit of the disclosed Confidential Information; or (d) became generally available to the trade, or to the public, based on existing records or through sources other than you. The burden of proving any of the foregoing exceptions shall be on you.

1.4 Required Disclosure. If you are required by applicable law or legal process to disclose any Confidential Information, you agree to (to the extent permitted by law or legal process) (a) provide PRIOS with prompt notice of any such request or requirement and (b) use commercially reasonable efforts to cooperate with PRIOS to seek an appropriate protective order or other remedy or otherwise challenge or narrow the scope of such request. If a protective order or other remedy is not obtained, you shall furnish only that portion of the Confidential Information that your legal counsel advises is required by law to be disclosed and you shall use commercially reasonable efforts to obtain assurances that such Confidential Information will continue to be held in confidence. The disclosure of Confidential Information that is required by applicable law or legal process shall not constitute a breach of this Agreement.

1.5 Continuing Obligations. Your obligations with respect to Confidential Information will continue after the conclusion of your participation in the Beta Testing, regardless of the reason or reasons therefore. At the conclusion of such participation or upon PRIOS’ request, whichever is sooner, you will promptly deliver to PRIOS all Confidential Information (in whatever form or media, including all drafts, originals and copies) that is in your possession, custody or control.

2. Breach.

Without limiting the remedies available to PRIOS (which may include money damages), you acknowledge that your breach of this Agreement may result in material and substantial irreparable injury to PRIOS for which there is no adequate remedy at law. You further acknowledge that it will not be possible to measure damages for such injuries precisely and that, in the event of such breach or threat thereof, PRIOS will be entitled to seek a temporary restraining order and/or a preliminary injunction restraining you from engaging in activities prohibited by this Agreement and such other relief as may be required to enforce any of the provisions of this Agreement.

3. Miscellaneous.

3.1 This Agreement will be governed by, and construed and enforced in accordance with the laws of the State of Connecticut, without regard to its conflict of laws provisions.

3.2 It is the intent and understanding of each party hereto that if any term, restriction, covenant or promise is found to be unenforceable by a court or tribunal of competent jurisdiction, then such term, restriction, covenant or promise will be deemed modified to the minimal extent necessary to make it enforceable.

3.3 This Agreement shall remain in effect with respect to any future engagement or relationship that you may have with PRIOS, either individually or as an employee, consultant, subcontractor or in any other capacity on behalf of any entity providing services to PRIOS.

3.4 This Agreement will be binding on and will inure to the benefit of you and your heirs and will be binding on and will inure to the benefit of PRIOS and its successors and assigns.

3.5 You may not receive any compensation for your participation in the Beta Testing, unless 1) otherwise explicitly promised or agreed to by a representative of PRIOS and/or 2) explicitly promised or agreed to via the platform through which you are participating, such as a third party user testing platform.

3.6 An important aspect of Beta Testing is for PRIOS to understand how people are using the app under different circumstances over time. By testing our product(s), you consent to PRIOS matching your anonymous ID in our database to your actual identity (name and email address) to understand which usage data is yours and which studies you’ve been a part of, to better understand your usage patterns and help us improve our products.

3.7 You are Beta Testing an early release of a PRIOS product or products, and PRIOS makes no commitment to carry forward or migrate the data you enter while Beta Testing to a subsequent or future release of the product(s).

3.8 By creating a group and/or an account in a PRIOS product in the course of Beta Testing, you acknowledge that any image you upload for use within the app, including without limitation any personal likeness of image of any individual or group and similar content, will be publicly available and is not considered private information for any purpose, and may be viewable to other users or potential users of the product(s). You also acknowledge that any information you input into the product(s), aside from your password, may be accessible to all members of the group within the product(s) to which you were logged in when you input the information, depending on the type of information and whether or the product(s) you are using include group functionality.

3.9 Your Beta Testing is subject to the Terms of Service, Privacy Policy, and End User License Agreement (iOS or Android) posted on Principles.com, with one amendment to the Terms of Services. The second paragraph of Section 4 (User Content) is replaced in its entirety by the following:

For the purposes of Beta Testing, you grant PRIOS and our subsidiaries and affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use any feedback you provide PRIOS in the course of Beta Testing and the right to access your User Content solely in order to enable PRIOS to improve the performance of PRIOS’ products.