Research Participant Non-disclosure Agreement

Version 1.0, effective as of November 01, 2024

This Research Participant Non-Disclosure Agreement ("NDA") forms a legally binding contract between an individual of a legal age (as per the laws of their respective jurisdiction) who was approved by us to participate in Research (as defined below) (the "Participant," "you", “receiving party”), and Sensemitter Services Limited, a company incorporated under the laws of the Republic of Cyprus, Company Number HE 440372, with its registered address at Spyrou Araouzou & Koumandarias, FAYSA HOUSE, 2nd floor, 3036 Limassol, Cyprus ("Sensemitter", “we”, "disclosing party"), conducting Research for the benefit of its clients (“Clients”). The Participant and the Sensemitter are hereinafter collectively referred to as the "parties" and individually as the "party".

1. Purpose and Scope of Agreement. Subject to your acceptance of our Terms (as defined below) or our invitation submitted via Prolific (www.prolific.com), User Interviews (www.userinterviews.com ) or other research participant recruitment platform (as applicable) (“Invitation”), you may be invited to participate in our content and user experience research, survey, interview, study, or any similar activity ("Research"). Solely for the purpose of enabling your participation in the Research and completion of tasks assigned as part of the Research such as, for example, evaluation, playtesting and providing feedback in respect to the Content (the "Purpose"), we may share with you and/or provide access to certain Content (as defined below) and information considered Confidential Information. This NDA outlines your obligations regarding the use and protection of Confidential Information.
2. Acceptance and Termination of NDA. You accept and agree to this NDA by either: (i) signing the Content Survey document via surl.li/ewvmqi; (ii) accepting our Invitation or Research Participant Terms and Conditions (“Terms”), whether accessed on a webpage, via a link shared by email, or during a call on any cloud-based video conferencing tool (such as Zoom or Google Meet), or (iii) commencing your participation in our Research, whatever event would come earlier. You agree to accept this NDA electronically and that your electronic acceptance of this NDA has the same force and effect as your signature. If you do not have any ongoing or confirmed participation in our Research activities, you may terminate this NDA at any time by sending a termination notice to [email protected]. Upon termination of the NDA, your relationship with us under the Terms will also cease, and you will no longer be eligible to participate in our Research activities unless you re-enter into this NDA with us.
3. Confidential Information. “Confidential Information” refers to all information, in any medium or format (including oral disclosures), related to the Purpose that is designated as confidential or would reasonably be understood as confidential given the circumstances of disclosure. This includes, but is not limited to:
   • the mere fact of your participation in Research, including the object  and any other details of the Research;
   • Content and Related Elements: plot details, design elements, game mechanics, characters, download links, potential release dates, branding, ad campaigns, target audiences, and associated bugs or errors.
   • Technical and Security Infrastructure: information about platforms, tools, security measures, and systems used to store, share, access or handle the Content.
   • Developmental and Test-Phase Data: details on the developmental status, testing timelines, and preliminary versions of the Content.

   For the purposes of this NDA, “Content” refers to any materials, assets, files, APKs, or proprietary information which is the object of the task(s) assigned to you as part of the Research. This includes, but is not limited to:

   • Visual Assets: Photos, videos, illustrations, icons, logos, and branding elements.
   • Product-Related Media: Gameplays, user interfaces, custom product pages, and in-app graphics or animations.
   • Marketing and Advertising Materials: Ad creatives, promotional banners, funnels, landing pages, email content, and campaign collateral.
   • Design Elements: UI/UX layouts, wireframes, prototypes, color schemes, typography, and packaging designs.
   • Interactive and Functional Content: Playable ads, demo versions, beta builds, and any pre-release or test versions of software, applications, or games.
   • Text-Based Content: Slogans, taglines, product descriptions, and any written copy used within or to promote Client offerings.
4. Exclusions. Confidential Information does not include information which you can evidence is at the time of disclosure in the public domain or becomes available to the public without a breach of your obligations to maintain confidentiality.
5. Reservation of Rights. You acknowledge and agree that:
   • we and/or the respective Clients shall remain the owner(s) of all rights to Confidential Information;
   • all intellectual property rights to the Content belong exclusively to the respective Client;
   • the provision of Confidential Information to you for the Purpose and your participation in the Research, including accessing, testing, or viewing the Content as part of the Research,  does not grant you any ownership right in, or any license to use or any other right in respect of any Content and any related Confidential Information, except as expressly set out in this NDA.  

   Any breach or attempted breach of your obligations outlined in Sections 6 and/or 9 below, as well as any unauthorized use, storage, or sharing of the Content or any elements thereof (such as APK files, screenshots, photos, source code, files, download links, etc.), will be considered an infringement of our and/or our Clients’ proprietary rights, potentially causing significant financial harm to us and/or the Client. In the event of a breach of your confidentiality obligations, we will be entitled to pursue and seek compensation for damages. Additionally, such infringement may result in administrative or criminal liability, as applicable.

6. Confidentiality Obligations. You undertake for the duration of the Term: (1) to take adequate technical and organizational measures to maintain the confidentiality of the Confidential Information; (2) to hold in strictest confidence, not to disclose the Confidential Information to any third party (whether directly or indirectly, in whole or in part) nor use or exploit the Confidential Information except to support the Purpose; (3) not to copy, reduce to writing or otherwise record the Confidential Information except as requested by us in connection with completion of tasks assigned to you as part of the Research; (4) not to reverse engineer, or attempt to derive composition or underlying information, structure or ideas of any Confidential Information; (5) not to use or disclose to any person any matters which may come to your knowledge in the course of taking part in our Research(es). 
7. Designated PoC. All communications regarding the Purpose, including any requests for comments, information, on-site access or for meetings and shall be submitted or directed to the person designated by the us as an appropriate Point of Contact (“PoC”).
8. Mandatory Disclosures. You may disclose Confidential Information to the minimum extent required by: (a) any binding order of any court, regulatory, judicial, government or similar body of competent jurisdiction; or (b) the law or regulations of any country to which you are subject.  Before you disclose Confidential Information pursuant to this Section 8, you shall, to the extent permitted by law, use commercially reasonable endeavours to give us prompt notice of such request or requirement, in order to enable us (a) to seek an appropriate protective order or other remedy, (b) to consult with you with respect to specifying or narrowing the scope of the information to be provided under the request or requirement. In the event that such protective order or other remedy is not obtained, you shall use your best efforts to disclose only that portion of the Confidential Information which you is advised by your reputable and eligible legal adviser is legally required to be disclosed and exercise your best efforts to obtain reliable assurances that confidential treatment will be accorded to the Confidential Information so disclosed.
9. Destruction or Return of Confidential Information. Upon our written request, you shall promptly: (1) destroy all and any materials within your possession or control containing Confidential Information; and (2) to the extent technically practicable, erase all such Confidential Information which is stored in electronic form. At our request, you shall promptly certify in writing that you have complied with this Section 9.
10. Inadequacy of Damages. You acknowledge and agree that damages alone may not be an adequate remedy for any breach of this NDA and that we may seek injunctions, specific performance, or other equitable relief for any threatened or actual breach of this NDA. Any and all remedies herein expressly conferred upon us will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by us of any one remedy will not preclude the exercise of any other remedy.
11. Indemnification. You shall indemnify us, along with our directors, officers, employees, agents, and representatives, against all losses, damages, costs, and expenses (including reasonable attorneys’ fees) resulting from any direct breach of this NDA or any actions, claims, or judgments related to such breach.
12. Term and Termination. Your obligations under this NDA regarding each piece of Confidential Information received or accessed shall continue until the termination of this NDA and for a period of five (5) years after each such piece of Confidential Information was received or accessed (“Term”).  Termination or expiration of this NDA shall not affect our accrued rights or remedies.
13. Changes. We reserve the right to change this NDA from time to time without notice, so we encourage you to check it regularly for any updates. The effective version of the NDA will be provided to you by email in the Invitation for a Research or published on our website. If you do not agree to the modified version of the NDA, you may not participate in our Researches and all our relationship with you shall cease as per Section 2 above.
14. Severability. In the event that any of the provisions of this NDA shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions hereof shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, and shall in no way be affected, impaired or invalidated.
15. Miscellaneous. (1) You represent and warrant that you have full power and authority to enter into and perform its obligations under this NDA. (2) This NDA: (a) contains the entire agreement between the parties with respect to the Purpose and supersedes and extinguishes any prior NDA with the same object; terms of this NDA shall prevail over confidentiality terms that may be incorporated (including by reference) into any other agreement of the parties, unless that other agreement(s) states otherwise; (b) may not be amended, unless in writing executed by both parties; and (c) may not be assigned by either party, except with the prior written consent of the other party. (3) Nothing in this NDA is intended to, or shall be deemed to, establish any partnership or joint venture between the parties. (4) Any waiver of an obligation under this NDA: (a) must be in writing; (b) must be signed by the waiving party; (c) is not to be deemed a waiver of any other breach by the other party; and (5) All notices under this NDA shall be in writing and delivered by e-mail to the following address: (a) if to Sensemitter – [email protected], (b) if to you – email address which you used to sign up for participation in the most recent Research. Notices shall be deemed to have been received: (a) if delivered by e-mail, at the time of sending unless a failure notice is received.
16. Choice of law and Jurisdiction. This NDA and any disputes arising from or in connection with it shall be governed by and construed in accordance with the laws of Cyprus. Each Party irrevocably agrees that the competent courts of Cyprus shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in  connection with this NDA or its subject matter or formation.