weeSpring Parent Panel Terms and Conditions

              This will set forth the terms between you and weeSpring, Inc. (“weeSpring”) with respect to your participation in the weeSpring Parent Panel (the “Panel”). By participating in a Parent Panel program, you indicate that you accept the following terms.

1. Subject to weeSpring’s invitation and your acceptance of such invitation in each instance, you agree to periodically (i) receive and use a product(s); (ii) provide feedback to weeSpring and/or its third-party partners about such product(s) in the form of surveys, focus groups, discovery sessions or similar; and/or (iii) publicly post written reviews of such product(s) (collectively, the “Work”).  Unless otherwise mutually agreed upon, any product(s) received by you will remain your property and need not be returned to weeSpring.

2. You shall be responsible for all expenses incurred in connection with the Work.  It is understood and agreed that weeSpring shall be under no obligation to utilize your Work. You understand that you are not obligated to perform services to weeSpring on an exclusive basis during the term of this Agreement.

3. The term of this Agreement will commence as of the date set forth above and shall remain in effect unless terminated by either party upon ten (10) days prior written notice (email sufficing) to other, at which time all Work shall cease.  All rights under this Agreement will continue in full force and effect for previously prepared Work.

4. To the extent that the Work includes any material subject to copyright, you agree that such Work is done as a “work made for hire” as that term is defined under U.S. copyright law and that as a result, weeSpring shall own the Work.  To the extent that the Work does not qualify as work made for hire under applicable law, you assign to weeSpring, its successors and assigns, all rights and title in and to the Work, including all copyrights, trademarks and other proprietary rights therein and you agree to execute and deliver any instruments and to cooperate with weeSpring in all reasonable respects to carry out the foregoing assignment.

5.     I will assume the risks incidental to participating in the Panel and performing the Work, and I release and discharge the Released Parties (where “Released Parties” means weeSpring and any related or affiliated third parties, including but not limited to third parties that provide product(s) to Panel members to review) of and from all liabilities, claims, actions, damages, costs and expenses, including but not limited to all attorney’s fees and disbursements. I understand that release includes any claims based on product defect, negligence, action and/or inaction of any of the Released Parties, and covers bodily injury and property damage, whether suffered during and/or after such participation.  I will only participate in using and reviewing a product (as described in Section 1 above) to the extent I feel comfortable doing so.

6. You understand and agree that you are not an employee of weeSpring, and are not eligible for unemployment or other benefits. Nothing herein shall give you the right to use the names, trademarks or other intellectual property of weeSpring, any of its subsidiaries, or of any of weeSpring’s licensors without weeSpring’s prior written permission.

7. You may not submit or include in the Work any content that is defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, or otherwise offensive or that harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law.

8. You agree that you will fully comply with the Federal Trade Commission’s (“FTC”) Endorsement and Testimonial Guides (“Guides”) in the provision of the Work.  Further, without limitation, you will (i) clearly and conspicuously disclose your true identity and that you have received compensation and/or other incentive items proximate to any mention by you of weeSpring, its third-party partners, and/or any product(s) received in connection with the Work; (ii) not make any false, misleading, or deceptive statements and will not make any product performance or attribute claims about product(s) received in connection with the Work; (iii) ensure that all your statements accurately reflect only your honest, current opinions and belief based on your personal experience; and (iv) not purport to speak on behalf of weeSpring and/or its third-party partners.

9. In addition to other warranties made hereunder, you warrant that all reviews, feedback, ideas, creations, and intellectual properties (hereinafter referred to as “Materials”) furnished by you hereunder will be your own and original creation except for materials in the public domain or materials which you are fully licensed to use, and that the materials and the use thereof by us or our designees will not infringe upon or violate any rights of any kind whatsoever of any person, firm or corporation.  You warrant that you have not accepted or agreed to accept and will not accept directly or indirectly from any person, other than us, any money, service or other valuable consideration for the inclusion of any matter as a part of any article written by you.  You further warrant that you are free to enter into and fully perform this Agreement, that there are no contracts or agreements, express or implied, between you and any other party and that you shall not engage in any activity which might interfere with or otherwise impair our rights herein or the performance of your services hereunder.  This paragraph shall survive any termination of this Agreement.

10.   You understand that in connection with the Work, weeSpring may deliver to you proprietary or confidential information that is important to weeSpring’s and/or its third-party partner(s)’ business. For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information relating to products, processes, techniques, formulas, ideas, know-how, works of authorship, copyrightable works, inventions (whether patentable or not), technical information, trade secrets, computer programs, computer code, designs, technology, compositions, data, drawings, schematics, product development plans, and other business, technical and financial information, and other information that is received in confidence by or for weeSpring from any other person or entity.  You will not, during or subsequent to the term of this Agreement, use the Confidential Information for any purpose whatsoever other than the performance of the Work or disclose the Confidential Information to any third party.  It is understood that said Confidential Information shall remain the sole property of the weeSpring and/or its third-party partner(s).  You further agree to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Confidential Information does not include information which (i) is known to you at the time of disclosure to you as evidenced by written records of you, (ii) has become publicly known and made generally available through no wrongful act of you, or (iii) has been rightfully received by you from a third party who is authorized to make such disclosure.  This paragraph shall survive any termination of this Agreement.

11.   This Agreement is personal to you and may not be assigned by you.  This agreement is made subject to all federal, state and municipal laws or regulations now or hereafter in force, and shall be construed in accordance with the laws of the State of Colorado, without regard to conflicts of law rules.  The Agreement shall not be changed, modified or discharged in whole or in part except by an instrument duly signed by you and us.  No waiver by either of us of the breach of any term or provision of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other term or provision.  This Agreement comprises our entire understanding with respect to this subject matter and shall supersede all other prior written or oral agreements.