WYNTER PLATFORM CO-OPERATION AGREEMENT

This agreement constitutes a binding legal agreement between the Panelist and Wynter INC. By accepting the conditions of this agreement, creating an account, registering to render services, provided or made available to the Customer through Wynter platform, you are confirming that you have read, understood, and agreed to be bound by this agreement.

1. Terms

Wynter (also referred “Platform”) - a self-service message testing platform thatallows companies to test their marketing messages on their actual targetaudiences.

Wynter Inc– , a legal person organized under the laws of the State of Delaware, USA, and operating under the laws of the USA.

Services – running message tests for each test ordered by the Customer.

Panelist (also referred “you”) – an expert that has concluded this Agreement and is providing Services through Wynter to the Customer.

Fee – monetary compensation paid to the Panelist after the test has been completed and if the feedback given by a Panelist meets Wynter´s panelist guidelines (https://wynter.com/panelists/guidelines).

Co-operation Agreement – this agreement, its Annexes and Amendments (hereinafter“Agreement”) that govern the legal relationship between Wynter Inc. and the Panelist.  

Customer– an entity or individual that has ordered different message tests from Panelists, using Wynter´s self-service portal.

Wynter Inc. and Panelists are each individually a “Party,” and collectively the “Parties.”

2. Entry into this Agreement

2.1. Prior to providing Services through Wynter, you must sign up by providing the requested information in the signup application on website as required by us. You may sign up as a natural person. Upon successful completion of the signup application, Wynter Inc. will provide you with a personal account accessible via a username and password. By clicking the „Sign up" button located at the end of the signup application, you represent and warrant that:

- pursuant to valid legal acts, you are entitled to enter into an agreement with us to use Wynter for providing Services;

- you have carefully studied, fully understand and agree to be bound by this Agreement, including all obligations that arise as provided herein and from Agreement;

- all the information you have presented to us is accurate, correct and complete;

- you will not authorize other persons to use your account nor transfer or assign it to any other person;

- you will not use Wynter for unauthorized or unlawful purposes;

2.2. Payments are made through Paypal. You are obliged to provide and at all times keep updated your Paypal e-mail address. Wynter Inc. is not liable for any incorrect money transactions in case you have provided wrong details for the payments.

2.3. If payments are received by a legal person, the legal person in the payment details and the natural person factually providing the Services on the Wynter Platform SHALL REMAIN JOINTLY LIABLE FOR ANY INFRINGEMENT OF THIS AGREEMENT.

3. Right to use Wynter; Ownership, Proprietary Rights

3.1. Wynter Inc. is the owner and provides the use of the Platform. After concluding this Agreement Panelist will obtain the licence to use Wynter for providing Services to the Customers. The license does not grant you the right to sublicense or transfer any rights to third persons. Panelist will not become an employee, associate, partner, agent or member of Wynter Inc.

3.2. In course of using Wynter you may not damage or adversely affect the operations of the Platform and/or attempt to gain unauthorized access to Wynter.

3.3. The License granted herein revokes automatically and simultaneously with termination of the Agreement. After termination of the Agreement you must immediately stop using Wynter and Wynter Inc. is entitled to block and delete your account without a prior notice.

3.4. All copyrights and trademarks, including source code, databases, logos and visual designs are owned by Wynter Inc. and protected by copyright, trademark and/or trade secret laws and international treaty provisions. By using the Wynter Platform you do not acquire any rights of ownership to any intellectual property.

4. Wynter panelist guidelines

4.1. Services provided by the Panelist to the Customers must comply with Wynter panelist guidelines which principles are located at https://wynter.com/panelists/guidelines.

4.2. If a specific guideline is absent, Panelist shall render Services in a professional and workmanlike manner emphasizing the expectancy of the Customers to receive a feedback from and appropriate to an expert.

4.3. All information that the Panelist sees and/or experiences during a test is completely confidential and Panelist will not disclose such information in any way, place or time.

5. Fee; Expenses; Taxes

5.1. Wynter Inc. will pay a Fee to the Panelist for providing Services to the Customers. The Fee depends on the order of the Customers and is based on the seniority of the Panelist. The Fee for each Service rendered will be paid to the Panelist in 5 days after a test is completed.

5.2. After every test, Wynter Inc. will pay you $10 - $50, depending on the session length and your seniority. Exact amount of Fee paid after every test is a discretionary decision of Wynter Inc. based on the aforementioned range of fees.

5.3. Expenses. Panelist will pay its own expenses. Wynter Inc. will not reimburse any of the expenses incurred by the Panelist while rendering Services.

5.4. Taxes. The Panelist hereby acknowledges that it is obliged to fully comply with all tax obligations that arise from the applicable laws in relation to providing the Services. All fees and other amounts paid under this Agreement include all possible taxes that have to be paid from the Fee. The Panelist hereby confirms and warrants that it will declare and pay all taxes, duties or charges of any kind (including withholding, social security, sales, use, property, excise or value added taxes) imposed by appropriate taxing authorities (including federal, state or local governmental entities). When Wynter Inc. for whatever reason might have the legal obligation to collect such taxes, the appropriate amount shall be due upon invoice to Panelist unless Panelist provides Wynter Inc. with a valid tax exemption certificate authorized by the appropriate taxing authority.

5.5. In case a tax authority submits a valid application to us to provide information regarding the activities of you, Wynter Inc. may make the information available to the tax authority regarding the activities of you to the extent set forth in valid legal acts. Additionally, it is your obligation to adhere to all applicable tax regulations that may apply in connection with the provision of Services. You hereby agree to compensate Wynter Inc. all state fees, claims, payments, fines or other tax obligations that Wynter Inc. will incur in connection with the obligations arising from applicable tax regulations not having been met by you (including paying the income tax and social tax).

6. Confidentiality

6.1. Confidentiality Obligations. Parties agree: (i) all information submitted by the other Party is treated in strict confidence, using at least the same degree of care with which the receiving Party protects its own proprietary information (in no event using less than reasonable care); (ii) not to use such Information for any purpose outside the scope of this Agreement; and (iii) not to disclose such Information to third parties not authorized by the disclosing party to receive such information. The foregoing prohibition on disclosure of any information shall not apply to the extent that the information is required to be disclosed by the receiving party as a matter of law. The confidentiality obligations shall survive any termination or expiration of this Agreement. Notwithstanding the foregoing, Confidential Information of the disclosing party shall not include information that: (i) was in the public domain at the time it was disclosed by the disclosing party, (ii) becomes part of the public domain without breach of this Agreement by the receiving party, (iii) was independently developed by the receiving party, or (iv) is or was disclosed by the disclosing party to a third party without restriction.

6.2. If the receiving Party should be obligated to disclose Confidential Information of the disclosing Party pursuant to the provisions of a court order, the receiving Party may disclose such Confidential Information to the extent necessary, provided that the receiving party shall, to the extent legally permissible, give the disclosing party prompt notice thereof.

7. Term; Termination; Renewals

7.1. Term. This Agreement shall enter into force as of submitting the signup application. Agreements and other terms shall enter into force once the specific document or message has been made available to you and you commence or continue providing Services on Wynter Platform.

7.2. Panelist may terminate the Agreement at any time by notifying Wynter Inc. at least 7 (seven) days in advance, after which Panelist´s right to use the Wynter Platform shall terminate. Wynter Inc. may terminate the Agreement at any time at its sole discretion

8. Warranties

Services. Panelist warrants that the Services provided under this Agreement to the Customer shall be performed in a professional and workmanlike manner pursuant the Wynter panelist guidelines.

9. Limitation of Liability

Wynter Inc's total liability to Panelist for any and all liabilities, claims and damages arising out of or relating to this Agreement, howsoever caused and regardless of the legal theory asserted, including breach of contract or warranty, tort, strict liability, statutory liability or otherwise, shall not, in the aggregate, exceed the fee actually paid to Panelist for the specific Service from which the claim originated. Other than confidentiality, ownership, and indemnification obligations, in no event shall either Wynter Inc. or Panelist be liable to the other for any special, indirect, incidental or consequential damages (including, but not limited to, lost profits, lost business opportunities, and loss of or corruption to data) arising out of or relating to this Agreement, regardless of the legal theory under which such damages are sought, and even if the Parties have been advised of the possibility of such damages or loss. Any claim by Panelist against Wynter Inc. relating to this Agreement must be made in writing and presented to Wynter Inc. within one year after the date on which the Panelist rendered the Services at issue.

10. Indemnity

You agree that you will be responsible for your use of the Platform, and you agree to defend, indemnify, and hold harmless Wynter Inc. and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “Wynter Inc. Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Platform; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. Wynter Inc. reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.

11. Privacy Policy

Your personal data will be processed in accordance with the  Wynter Inc. Privacy Policy located at https://wynter.com/policies/privacy. The Wynter Inc. Privacy Policy is hereby incorporated by reference into, and made a part of, this Agreement.

12. Prohibited Conduct

By using the Platform the Panelist agrees not to (i) enable users other than the Panelist to access the Platform for testing or other uses. Under Wynter Inc. licensing, only the Panelist can hold the Panelist role and perform testing duties; (ii) use the Platform for any illegal purpose, or in violation of any local, state, national, or international law; (iii) violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party intellectual property rights; (iv) post, upload, or distribute any content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; (v) perform any fraudulent activity including impersonating any person or entity, claiming false affiliations or accessing the Platform accounts of others without permission; (vi) sell or otherwise transfer the access granted herein or any information or any right or ability to view, access, or use any information that you have access to through Wynter Platform.

13. Force Majeure

Except for already triggered payment obligations under this Agreement, neither Party shall be liable for any failure of or delay in the performance of its obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy, fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees’ demands are reasonable and within the Party’s power to satisfy), acts of any governmental body, failure or delay of third parties or governmental bodies from whom a Party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, or inability to obtain labor, materials, equipment, or transportation (collectively referred to herein as “Force Majeure”). Each Party shall use its reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event

14. Amendments

14.1. Any changes to this Agreement shall enter into force after they have been made available to you via e-mail and/or Wynter Platform and you have continued to provide Services through Wynter.

14.2. You are at all times obliged to update your contact information on the Wynter Platform as soon as they change.

15. Miscellaneous

The relationship between the Parties is that of independent contractors. Neither Party is, and will not purport to be, the agent of the other Party, nor as having any power to contract on behalf of the other Party. This Agreement does not create, and shall not be construed as creating, any rights or interests enforceable by any person not a Party to this Agreement, other than any Wynter Inc. technology licensors who have mutually agreed to third party beneficiary terms. This Agreement constitutes the entire agreement between Wynter Inc. and Panelist with respect to the subject matter contained herein and supersedes any prior understandings, agreements, and proposals, oral and written, between the Parties on such subject matter. This Agreement will be governed by and interpreted in accordance with the laws of The United States Delaware, without regard to its choice of laws principles, and each Party irrevocably consents to the exclusive jurisdiction and venue of U.S. District Court for the District of Delaware If any provision of this Agreement will become or be declared illegal, invalid or unenforceable for any reason whatsoever by any court or other competent tribunal or authority, all other clauses or parts thereof contained in the Agreement will remain in full force and effect and the Parties will negotiate in good faith a substantively comparable enforceable provision to replace the unenforceable provision. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

16. Contact Information and Notices

The Wynter Platform is owned and operated by Wynter Inc. . You may contact us by emailing us at [email protected] All notices and requests in connection with this Agreement shall be given in writing and shall be deemed given as of the day they are received by the other Party. In addition, Wynter Inc. may provide any notice to Panelist on or through the Platform or via email, and such notices shall be presumed to have been received not later than on the business day following the day of a successful email transmission or posting on or through the Platform