Terms & Conditions

Effective date: August 8, 2026

1. AGREEMENT

These Terms and Conditions ("Terms and Conditions") apply to any purchase agreement, proposal, order form, or other booking document (a "Purchase Agreement") executed between FeedbackNow, Inc., a Delaware corporation ("FeedbackNow"), and the client identified therein ("Client") for the purchase of FeedbackNow Services. These Terms and Conditions are binding upon Client's execution of a Purchase Agreement that references these Terms and Conditions. Client agrees to pay FeedbackNow the payments set forth in each Purchase Agreement for Services delivered in accordance with such Purchase Agreement and these Terms and Conditions. Certain capitalized terms used herein have the meanings assigned to them in Section 2 below.

FeedbackNow may update these Terms and Conditions from time to time by posting a revised version on its website. Unless otherwise expressly stated, the version in effect on the effective date of a particular Purchase Agreement will govern that Purchase Agreement during its then-current initial term, and any revised version will apply only to renewal terms or new Purchase Agreements unless the parties expressly agree otherwise in writing.

In the event of a conflict between these Terms and Conditions and any Purchase Agreement, the Purchase Agreement shall control with respect to the ordered products and services, pricing, fees, service plan, deployment terms, and hardware return terms.

2. DEFINED TERMS

For purposes of these Terms and Conditions:

a) "Affiliate" means any entity controlling, controlled by or under common control with a party hereto.

b) "Client" means the client legal entity specified in the Purchase Agreement.

c) "Client Personal Data" means any information relating to an identified or identifiable natural person that is provided by Client to FeedbackNow in connection with these Terms and Conditions.

d) "CCPA" means the California Consumer Privacy Act of 2018, as amended, including by the California Privacy Rights Act, and any implementing regulations.

e) "FeedbackNow Services" means access to CX Inputs and subscriptions to the FeedbackNow Platform as part of a managed service subscription, as well as any other FeedbackNow devices, applications, products or services related thereto that Client subscribes to pursuant to a Purchase Agreement.

f) "GDPR" shall mean collectively, regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (specifically, "EU GDPR") and such regulation as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 and the UK Data Protection Act 2018 (specifically, "UK GDPR").

3. FEEDBACKNOW PRODUCTS & SERVICES

3.1 FeedbackNow Services

Client may access FeedbackNow products and services as part of a managed service subscription pursuant to a Purchase Agreement, including: (i) hardware that measures user experience feedback and/or location presence, such as smiley boxes, tablets, people counters, custom feedback boxes and gateways (the "Hardware"), (ii) coded links to a digital version of the Hardware that Client may print or embed on its digital platforms, such as websites or mobile applications, to obtain user experience feedback ("Digital Connectors", and together with the "Hardware," hereinafter referred to as the "CX Inputs") and (iii) subscriptions to FeedbackNow's web and mobile software platform which collects, processes and analyzes the feedback provided through the CX Inputs (the "FeedbackNow Platform").

3.2 Hardware

3.2.1. Client is granted a limited, non-exclusive, non-transferable license to access and use the Hardware as part of a managed service subscription in the applicable Purchase Agreement for the Subscription Term, subject to the conditions, restrictions and limitations herein. Risk of loss and damage to Hardware passes to the Client when such goods are delivered to the Client's premises, regardless of which party pays the shipping costs. FeedbackNow retains title to all Hardware at all times. Upon expiration or termination of the applicable Subscription Term or Purchase Agreement, Client shall return all Hardware to FeedbackNow in accordance with the return instructions provided by FeedbackNow at that time.

3.2.2. FeedbackNow maintains ownership of all intellectual property rights associated with the Hardware, including any design elements. The Client may not reverse engineer, deconstruct, modify or copy the programming, design or functions of any Hardware and Client shall not sell, rent, loan, distribute or transfer Hardware to any third party. The FeedbackNow logo must be visible and unaltered on any Hardware on the Client's premises that is visible to the public and on any feedback question(s) accompanying the Hardware.

3.2.3. FeedbackNow reserves the right to replace, upgrade, or substitute any Hardware device provided under this Agreement with equivalent or superior equipment at its discretion and without requiring Client consent. Client's subscription provides access to FeedbackNow's managed hardware and platform service, not the right to control any particular unit of Hardware.

3.2.4. Unless otherwise agreed to in a Purchase Agreement, the Client will be solely responsible for the installation of the Hardware. Any customization of the Hardware beyond what is specified in the applicable Purchase Agreement will be at an additional charge. Client is responsible for general care, cleaning and upkeep of the Hardware.

3.3 Digital Connectors

3.3.1. Digital Connectors take Client's customers, prospects and end users ("Customers") to a digital version of FeedbackNow's Hardware which allows Customers to provide their user experience feedback to Client. If Client purchases Digital Connectors, Client is entitled to post the number of Digital Connectors purchased on the applicable Purchase Agreement for the Subscription Term set forth therein. Client, or its authorized agents, may post the Digital Connectors on any Client-owned websites or applications. The Digital Connectors may not be posted on any Affiliate or third-party websites or applications unless explicitly agreed to in a Purchase Agreement.

3.3.2. FeedbackNow will not be responsible for any problems resulting from the inoperability of the Digital Connectors with Client's or third parties' systems, sites and applications. Client is responsible for deploying the Digital Connectors on its managed sites and applications. Clients will be able to make certain customizations to the Digital Connectors via self-service option on the FeedbackNow Platform, but any changes outside of the pre-set customization options will be at an additional charge.

3.3.3. Client will not include any statements accompanying the Digital Connectors that assert or imply FeedbackNow's endorsement of Client's products or services. Client is prohibited from using the Digital Connectors to collect any personal, financial, health or identifying information of its Customers. FeedbackNow may delete any such information provided by Customers and may include a disclaimer on the Digital Connectors explicitly discouraging Customers from providing such information.

3.3.4. Client will not, and will not permit any third party to, sublicense, rent, copy, modify, create derivative works of, translate, reverse engineer, decompile, disassemble or resell the Digital Connectors.

3.4 FeedbackNow Platform

3.4.1. Client may purchase a subscription to access the FeedbackNow Platform for the Subscription Term set forth in the applicable Purchase Agreement. The FeedbackNow Platform allows the Client to access Customer feedback responses, tracking data and associated information obtained from Client's CX Inputs (the "Raw Data"). Client may utilize the FeedbackNow Platform to analyze and summarize the Raw Data (the "Analyzed Data", and collectively with the Raw Data, hereinafter referred to as the "Data"). Client does not have the ability to directly access the Data from the CX Inputs and will only have access to the Data if Client purchases a subscription to the FeedbackNow Platform.

3.4.2. Client's employees must register with a username and password to access the FeedbackNow Platform. Client's third party contractors may also register for the FeedbackNow Platform, provided such access is solely in connection with the contractor's provision of services to Client. Client is responsible for its employees' and contractors' use of the FeedbackNow Platform and Data in accordance with the terms herein.

3.4.3. Client will not: (i) reverse engineer or copy the FeedbackNow Platform or any part, feature, function or user interface thereof, (ii) attempt to gain unauthorized access to the FeedbackNow Platform or its related systems or networks, (iii) make the FeedbackNow Platform available to anyone other than its employees and contractors who have registered for an account, (iv) sell, resell, license, sublicense, distribute, or rent any part of the FeedbackNow Platform, (v) interfere with or disrupt the performance of the FeedbackNow Platform, including by introduction of a virus, worm, Trojan Horse or other malicious software, (vi) use the FeedbackNow Platform to violate the security or integrity of any other application, computing device, system or network, including but not limited to gaining unauthorized access to any such systems, (vii) use the FeedbackNow Platform to distribute or facilitate the sending of unsolicited or unlawful emails, texts or other messages, or (viii) access the FeedbackNow Platform in order to build a competitive product or service.

3.4.4. The FeedbackNow Platform may contain features designed to interoperate with third-party applications. Client may be required to register for accounts and agree to terms and conditions of third parties in order to access such features. If any third party ceases to make its applications available for interoperation with the FeedbackNow Platform on reasonable terms, then FeedbackNow may cease providing access to such features on the FeedbackNow Platform without entitling Client to any refund, credit or other compensation.

3.4.5. FeedbackNow reserves the right to make changes to the FeedbackNow Platform at any time, provided that any such change does not prevent Client from obtaining its Raw Data. The FeedbackNow Platform will be updated at FeedbackNow's discretion; FeedbackNow makes no representations or warranties regarding the schedule, content or features of any updates. Client represents that it is not purchasing access to the FeedbackNow Platform based on any proposed features or future functionality. Client recognizes that FeedbackNow cannot protect against all forms of viruses, intrusions, hacking, counterfeits and malware that may exist, but FeedbackNow will use industry standard safeguards to protect the security of the FeedbackNow Platform.

3.5 Data Ownership and License; Client Materials

3.5.1. All Data is owned by FeedbackNow. FeedbackNow may use, transmit, display, distribute, sell or transfer the Data for any business or commercial purposes, provided the Data is in aggregated, anonymous form and FeedbackNow does not reference the Client as the source of such Data to third parties. Such business and commercial uses may include, but are not limited to, diagnosing technical issues, identifying customer needs, providing benchmarking analysis to customers and improving our products and services. FeedbackNow's ownership rights in the Data are perpetual and irrevocable and shall not expire or terminate at the expiration or termination of any Purchase Agreement.

3.5.2. Subject to the limitations in this Section 3.5, Client is granted a non-exclusive, non-transferable, worldwide right to access and use the Data that is generated from its CX Inputs. Client may (a) use Data for any internal business purposes, (b) share Data in direct communications with third-party contractors that are providing services to Client and business partners working with Client on customer experience analysis, provided that Client remains responsible for such party's usage of the Data in connection with the terms herein and (c) publicly display an official Data summary certificate (a "Certificate") generated via the tools available on the FeedbackNow Platform while Client's subscription to the FeedbackNow Platform is active, provided that the Certificate includes accompanying text that states "Customer feedback results certified by FeedbackNow." Client may not use any other text or references with regards to the Certificate without the prior written consent of FeedbackNow. Except as set forth in the foregoing, Client is prohibited from sharing, distributing, displaying, selling or transferring any Data, including but not limited to use in any advertising, marketing or promotional materials, without FeedbackNow's prior written consent.

3.5.3. FeedbackNow reserves the right to delete the Data from its systems (including the FeedbackNow Platform) after the expiration or termination of Client's subscription to the FeedbackNow Platform. Client is solely responsible for ensuring it has saved and backed up its Data. After the expiration of Client's subscription to the FeedbackNow Platform, Client may continue to use any Data it has saved to its own systems, provided such usage is in accordance with the usage restrictions herein, but Client will no longer have access to any Data on FeedbackNow's system (including the FeedbackNow Platform) nor will it be able to receive any new Data from the CX Inputs.

3.5.4. Any pre-existing Client information, data or materials that Client inserts or uploads into the FeedbackNow Platform or is provided to FeedbackNow in connection with the FeedbackNow Services ("Client Information") will remain Client's property and shall only be used by FeedbackNow as necessary to perform the FeedbackNow Services. Client represents and warrants that it owns or licenses all Client Information and has the right to transfer the Client Information to FeedbackNow to perform the FeedbackNow Services. Client shall not use or provide any Client Information in violation of any applicable laws, agreements or third-party rights. Client is responsible for the accuracy, quality and legality of the Client Information. Client understands that the FeedbackNow Services are not intended to be used for backing up or storing Client Information and thus FeedbackNow shall not be responsible for any deletion or destruction of Client Information.

3.6 Limited Warranty

3.6.1. The Client must notify FeedbackNow within the applicable warranty period to receive service on its warranty claim; warranty claims are barred outside of the applicable warranty period set forth in the Purchase Agreement. If the Client has submitted a valid warranty claim within the warranty period, then FeedbackNow will either repair the defective Hardware or supply a replacement, at FeedbackNow's sole discretion.

3.6.2. The warranty does not cover any claim for: (i) defects that do not substantively affect the performance of the Hardware, (ii) temporary malfunctions, (iii) natural wear and tear, (iv) damage due to negligent treatment, (v) unintended uses or uses with unapproved hardware, equipment, software, or media, (vi) defective installation by Client, (vii) theft, loss, vandalism, or other damage caused by Client, third parties or a force majeure, or (viii) issues caused by external factors, such as unique conditions at Client's premises or other unusual external factors not reasonably foreseeable. Client shall not, and shall not allow a third party to, make any repairs or modifications to the Hardware. The warranty herein shall be null and void if any unauthorized repairs or modifications are made to the Hardware. Client shall be responsible for any additional warranty servicing costs (including shipment, travel and labor) that results from the Hardware repairs.

3.6.3. THE FOREGOING WARRANTY AND THE WARRANTIES IN THE APPLICABLE PURCHASE AGREEMENT ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AS TO INFRINGEMENT AND WARRANTIES AS TO ACCURACY, COMPLETENESS, OR ADEQUACY OF INFORMATION.

3.7 Service Disruptions

FeedbackNow will use reasonable efforts to minimize disruptions in the FeedbackNow Platform, but reserves the right to suspend the FeedbackNow Platform without notice for required updates or maintenance, emergency repairs or circumstances outside of FeedbackNow's control. FeedbackNow will use reasonable efforts to provide advanced notice of any planned outages of the FeedbackNow Platform. FeedbackNow is not liable for any delays in the shipment of Hardware, or for any interruptions in the FeedbackNow Platform, the CX Inputs, or transmission of Data from the CX Inputs, due to force majeure or other events outside of its control, such as floods, fires, earthquakes, civil unrest, wars, acts of terror, strikes, telecommunications or internet failures, power or electrical shutdowns or other acts of God. Client agrees that the FeedbackNow Services are not intended or designed to be used in any mission-critical circumstances or for any uses requiring fail-safe performance, or where failure could lead to death, personal injury or environmental damage, and Client shall not use the FeedbackNow Services for such purposes.

3.8 Applicable Laws; Export Compliance; U.S. Government Users

3.8.1. Client agrees to abide by all applicable laws in connection with its usage of the FeedbackNow Services and any Data, including any export laws and regulations of the United States and other relevant jurisdictions. Client shall not use, or permit anyone else to use, any FeedbackNow Service in a U.S.-embargoed country. Client represents that it is not named on any U.S. government denied-party list or equivalent in the jurisdiction where the FeedbackNow Services will be used.

3.8.2. If Client is a U.S. government entity, Client acknowledges that the Digital Connectors and FeedbackNow Platform are each a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), as applicable, all U.S. Government users acquire a license to the Digital Connectors and FeedbackNow Platform with only those rights set forth herein.

3.9 References; Feedback

3.9.1. FeedbackNow is entitled to use the Client as a reference or use Client's name and business description for advertising purposes related to Client's use of the FeedbackNow Services.

3.9.2. Any input and feedback from the Client regarding product or service improvements, modifications, bug fixes, enhancements or similar information may be used by FeedbackNow to improve or enhance its products and services, and accordingly, Client grants FeedbackNow and its Affiliates a perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, modify, and otherwise exploit such feedback, provided that Client is not externally referenced as the source of such feedback.

3.10 Beta Features

If Client accesses any beta features, technologies, and services that are not generally available to customers, such beta features are being offered to Client for evaluation and feedback purposes only and not for production use. Such beta features are not supported and are provided "as-is" without any warranty of any kind. FeedbackNow shall have no liability for any harm or damage arising out of or in connection with beta products or services.

4. TERMINATION

These Terms and Conditions shall remain in effect with respect to any Purchase Agreement through the effective term of such Purchase Agreement. Either party may terminate a Purchase Agreement with immediate effect by written notice to the other if the other party commits a material breach of these Terms and Conditions or the applicable Purchase Agreement and such breach is not remedied within fifteen (15) days after written notice thereof. Any provisions in these Terms and Conditions that by their nature are intended to survive expiration or termination shall survive such expiration or termination for any reason, including without limitation Sections 3.5, 5, and 6.

5. LIMITATION OF LIABILITY

FeedbackNow shall not be liable for any damages incurred by Client arising as a result of decisions made in reliance upon FeedbackNow products or services. In no event will either party be liable for any consequential, indirect, special, or incidental damages such as damages for lost profits, business failure or loss, arising out of any Purchase Agreement, whether or not such party has been advised of the possibility of such damages. FeedbackNow's entire liability arising out of any Purchase Agreement shall be limited to and shall not exceed the fee paid to FeedbackNow by Client pursuant to the Purchase Agreement(s) giving rise to the claim.

6. CONFIDENTIALITY

(a) Each party hereunder may disclose to the other party certain Confidential Information of such party or of such party's associated companies, suppliers, or customers. For purposes of these Terms and Conditions, "Confidential Information" means all non-public information, in any form, furnished or made available in connection with a Purchase Agreement by or on behalf of one party ("Disclosing Party") to the other party ("Receiving Party") which is marked confidential, restricted, or with a similar designation, or would be understood by a reasonable person in the Receiving Party's position to be confidential. These Terms and Conditions and any Purchase Agreement shall also be deemed Confidential Information. Confidential Information will not be deemed to include information that: (i) is or becomes known to the public through no fault of the Receiving Party; (ii) is already known to the Receiving Party prior to its receipt hereunder or becomes known to the Receiving Party from a third party who has a lawful right to disclose the information; or (iii) is independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party.

(b) The Receiving Party shall use at least the same degree of care in safeguarding Confidential Information as it uses for its own information of like importance, but in no event less than a reasonable standard of care. Without the prior written consent of the Disclosing Party, the Receiving Party will not disclose Confidential Information to any other person, except to its employees or agents who have a need to know with respect to the purposes of the applicable Purchase Agreement and who are subject to confidentiality obligations with respect to such Confidential Information at least as restrictive as those contained herein. Upon the request of the Disclosing Party upon termination of the applicable Purchase Agreement or at any other time, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party (including copies thereof) in its possession or under its control. The Receiving Party will not be required to destroy copies of any electronic records or files containing Confidential Information which have been created pursuant to any automatic archiving or back-up procedures which cannot reasonably be deleted, provided that in all such cases the Receiving Party shall maintain the confidentiality of the Confidential Information and shall not access or use any such records or files following the date on which it would have otherwise returned or destroyed the Confidential Information. Neither party shall be liable for disclosure of Confidential Information if such disclosure is required to comply with applicable laws, governmental regulations or judicial or governmental orders, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party (if allowed by law), takes reasonable and lawful actions to avoid or minimize the extent of such disclosure and takes reasonable steps to assist the Disclosing Party (at the Disclosing Party's expense) in contesting any such disclosure requirement. All Confidential Information will remain the property of the Disclosing Party, except to the extent that any rights with respect to such Confidential Information are expressly granted to the Receiving Party pursuant to these Terms and Conditions or the applicable Purchase Agreement. Each party acknowledges that its breach of this section may cause irreparable damage and hereby agrees that the other party shall be entitled to seek injunctive relief in the event of such a breach, as well as such further relief as may be granted by a court of competent jurisdiction.

7. INSURANCE

FeedbackNow shall, during the Subscription Term of any Purchase Agreement, obtain and maintain, at its own expense: (i) workers' compensation coverage as required by applicable law; (ii) commercial general liability insurance in an amount not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (iii) professional liability insurance for errors and omissions in an amount not less than $2,000,000 annual aggregate and per claim; and (iv) if applicable, auto liability insurance in an amount not less than $1,000,000 per accident.

8. RELATIONSHIP OF THE PARTIES

Any Purchase Agreement executed hereunder is intended to create an independent contractor relationship between the parties. No Purchase Agreement will be construed to create any employment relationship, partnership, joint venture, or agency relationship between the parties or to authorize either party to enter into any commitment or agreement binding on the other. Under no circumstance shall FeedbackNow's employees be construed as Client's employees. All of FeedbackNow's employees providing FeedbackNow Services hereunder shall be subject to the direction, supervision, and control of FeedbackNow. FeedbackNow shall be solely responsible for: (a) payment of all compensation to its employees; (b) withholding any and all appropriate taxes with respect to its employees; and (c) complying with any applicable employment laws and ordinances including, but not limited to, workers compensation, unemployment insurance, and wage and hour laws.

9. COMPLIANCE WITH LAWS; GDPR

(a) Compliance. The parties agree to comply with all applicable laws, including data protection and privacy regulations, in connection with the transactions contemplated by any Purchase Agreement. For purposes of this Section 9 any capitalized term shall have the meaning set out in the GDPR and shall include the equivalent term used in other regulatory regimes applicable to the processing of Client Personal Data pursuant to any Purchase Agreement and these Terms and Conditions. FeedbackNow shall (i) process Client Personal Data only as instructed by Client except where and to the extent otherwise required by applicable law; (ii) ensure that persons authorized to process Client Personal Data have committed themselves to confidentiality obligations; (iii) have no access to identifiable client sensitive personal data such as social security numbers, financial account numbers, or access to Special Categories of Personal Data unless otherwise agreed to separately in writing; (iv) maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Personal Data set forth in Annex II of the EU SCCs (as defined below) taking into account the nature of such data and risks presented by processing; and (v) notify Client without undue delay after becoming aware of a personal data breach that negatively impacts Client Personal Data and shall cooperate with Client's reasonable requests to demonstrate compliance with the obligations set forth herein. For purposes of the CCPA (if applicable), FeedbackNow shall not 'sell' Client Personal Data and shall be a 'service provider' as both terms are defined in the CCPA. To the extent FeedbackNow receives a request from a Data Subject to exercise the Data Subject's rights pursuant to applicable Data Protection Laws FeedbackNow shall notify Client provided, however, Client acknowledges that Client employees may contact FeedbackNow to exercise Data Subject rights and authorizes FeedbackNow to respond to such requests directly without notice to Client unless notice is deemed appropriate taking into account the scope of the Data Subject request. Audits conducted by Client shall be conducted primarily via questionnaires issued to FeedbackNow not more than once a calendar year unless any such audit is at the instruction of a Supervisory Authority. Client represents that it has all rights necessary to transfer to FeedbackNow any Client Personal Data it makes available to FeedbackNow and authorizes FeedbackNow to use third party vendors in connection with the provision of services. The categories of Client Personal Data, Data Subjects and the nature of the Processing of Client Personal Data contemplated pursuant to these Terms and Conditions are stated in Annex I to the EU SCCs (as defined below). A list of FeedbackNow's third-party vendors that process Client Personal Data is available to Client upon request. In the event of a conflict between these Terms and Conditions and the SCCs (as defined below) the SCCs shall govern.

(b) Data Transfers. Transfers of Client Personal Data from the European Economic Area, United Kingdom or Switzerland to countries not subject to an adequacy decision shall be governed by the Standard Contractual Clauses adopted by the European Commission Decision of 4 June 2021, Module 2, or Module 3 as applicable ("EU SCCs"), the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses in force 21 March 2022 modified as applicable ("UK Addendum") and the Swiss Addendum ("Swiss SCCs", and together with the EU SCCs, the "SCCs") respectively. Execution of the applicable Purchase Agreement shall be treated as the execution of the SCCs which are incorporated herein by reference and documents Client's consent to such transfers.

If Client requires a data processing addendum or cross-border transfer mechanism in connection with Client Personal Data, the parties will enter into FeedbackNow's then-current Data Processing Addendum ("DPA"). The DPA, once executed or otherwise incorporated by reference into the applicable Purchase Agreement, will govern the processing of Client Personal Data and any applicable international data transfer mechanism, including the Standard Contractual Clauses, to the extent required by applicable law.

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