Non-Disclosure, Assignment of Inventions, and Informed Consent Agreement

1. Purpose of Research

The Researcher intends to engage the Research Participant(s) in User Experience (UX), business, and market research (the "Research") focused on the research topic (as defined in the Sign-Up Form). The Research Participant(s)' insights will contribute to improving product design, usability, and overall user experience, as well as potentially other contributions. Additional details about the research session will be provided upon confirmation of participation or at the time of the Research.

2. Informed Consent

By submitting the Sign-Up Form, the Research Participant(s) voluntarily consent to participate in the Research. Participation is entirely voluntary, and the Research Participant(s) may withdraw at any time without penalty by informing the Researcher in writing before the Research session (email shall suffice) or verbally during the session.

2.1 Recording and Retention — The Researcher may record Research sessions (audio, video, or screen capture) for analysis and documentation purposes. Participants consent to such recording. These recordings and any derived data will be retained indefinitely at the Researcher's discretion and may be used for future research, analysis, or portfolio purposes, unless the participant requests deletion in writing prior to the session.

3. Independent Contractor Relationship

The Research Participant(s) participate in the Research solely as independent contractors and not as employees, agents, partners, joint venturers, or representatives of the Researcher. Nothing in this Agreement shall be construed to create any employment relationship or to entitle the Research Participant(s) to any employment benefits, rights, or protections under state or federal law. The Research Participant(s) have no authority to act on behalf of, represent, or bind the Researcher in any capacity.

4. Honorarium

Each Research Participant will receive an honorarium of $25 in the form of an Amazon gift card, or otherwise as indicated in the Sign-Up Form or by the Researcher in writing, upon successful completion of the Research session. If multiple Research Participants participate in the same session, each individual will receive $25 separately. The gift card will be sent to the email address provided by the Research Participant(s) in the Sign-Up Form or in writing to the Researcher.

Additionally, if a Research Participant refers a new Research Participant who successfully completes a Research session, in the Researcher's sole opinion, the referring Research Participant will receive an additional $25 Amazon gift card as a referral bonus. The referral must be documented in accordance with the process specified in the Sign-Up Form or as communicated by the Researcher in writing.

5. Future Research Sessions

Additional Research sessions may be offered, and Research Participant(s) may choose to participate by completing a new Sign-Up Form or as otherwise instructed by the Researcher. Compensation for future sessions, if applicable, will be provided in accordance with the terms specified in the corresponding Sign-Up Form or as communicated in writing by the Researcher. If a new Sign-Up Form is not submitted for a future Research session, then the terms of the most recent Sign-Up Form completed by the Research Participant(s) shall continue to govern their participation in subsequent Research sessions, unless otherwise modified by the Researcher in writing.

6. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" includes all written, electronic, or oral information disclosed by the Researcher to the Research Participant(s), including, but not limited to, business ideas, designs, prototypes, technical specifications, marketing strategies, financial data, research findings, user data, trade secrets, and any other proprietary information related to the Research. This also encompasses any notes, analyses, or other materials derived from or based upon the Confidential Information, whether created by the Research Participant(s) or the Researcher.

Confidential Information does not include information that:

• •is or becomes publicly available without breach of this Agreement;
• •was known to the Research Participant(s) prior to disclosure and can be proven with written documentation, such as emails or reports;
• •is received from a third party without breach of any obligation of confidentiality; or
• •is independently developed by the Research Participant(s) without use of or reference to the Confidential Information, and can be demonstrated in writing, such as emails or reports.

7. Obligations of the Research Participant(s)

The Research Participant(s) agree to:

• •Keep all Confidential Information confidential and not disclose it to any third parties without the prior written consent of the Researcher.
• •Use the Confidential Information solely for the purpose of participating in the Research and for no other purpose.
• •Take all reasonable measures to protect the confidentiality of the Confidential Information, which may include secure storage, limiting access to authorized personnel, and other appropriate security practices.
• •Acknowledge that any breach of these obligations may result in legal action and potential damages.

8. Feedback

The Research Participant(s) agree to provide feedback and insights related to the Research as may be requested by the Researcher during the Research session. The Researcher may share the feedback and insights obtained from the Research with various individuals or entities, including but not limited to colleagues, team members, independent contractors, vendors, investors, potential partners, and employers. Furthermore, the feedback may be incorporated into promotional materials and portfolio work that could be made publicly available. In all instances, the Researcher will withhold the names of the Research Participant(s) when sharing the feedback.

9. Inventions

Any inventions, designs, discoveries, or improvements (collectively, "Inventions") that arise during the course of the Research and are specifically related to the product concepts, features, or research topics discussed shall be the sole and exclusive property of the Researcher. The Research Participant(s) agree to disclose any such Inventions to the Researcher verbally during the Research session and, if requested, to execute any documents necessary to assign ownership of those Inventions to the Researcher.

10. Term

For the purposes of this Agreement, the "Effective Date" is the date the Sign-Up Form is submitted by the Research Participant(s). This Agreement shall remain in effect for a period of two (2) years from the date of disclosure of any Confidential Information or until such time as the Confidential Information no longer qualifies as confidential, whichever occurs later.

The provisions of Confidentiality (Section 6), Obligations of the Research Participant(s) (Section 7), Inventions (Section 9), Return or Destruction of Materials (Section 11), No License (Section 12), Limitation of Liability (Section 13), Indemnification (Section 14), and Dispute Resolution (Section 18) shall survive the termination or expiration of this Agreement.

11. Return or Destruction of Materials

Upon termination of this Agreement or upon request by the Researcher, the Research Participant(s) shall return or permanently destroy all materials containing Confidential Information, including but not limited to written notes, electronic records, or any other derivative materials. The Researcher may specify the method of destruction if needed, and the Research Participant(s) shall confirm compliance upon request.

12. No License

Nothing in this Agreement shall be construed as granting any rights to the Research Participant(s) in any patent, copyright, trademark, trade secret, or any other intellectual property owned by the Researcher. All rights, title, and interest in any intellectual property associated with the Research shall remain the exclusive property of the Researcher.

13. Limitation of Liability

To the fullest extent permitted by law, the Researcher shall not be liable to the Research Participant(s) for any indirect, incidental, consequential, special, exemplary, or punitive damages arising from or related to participation in the Research, including but not limited to loss of data, business interruptions, or any other economic or non-economic losses. The total liability of the Researcher, whether in contract, tort, or otherwise, shall not exceed the amount of the honorarium, if any, paid to the Research Participant(s) under this Agreement.

14. Indemnification

The Research Participant(s) agree to indemnify, defend, and hold harmless the Researcher, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

• •The Research Participant(s)' participation in the Research, including but not limited to any statements, actions, or disclosures made during or in connection with the Research;
• •Any breach of this Agreement by the Research Participant(s), including the unauthorized disclosure of Confidential Information;
• •Any claims brought by third parties related to the Research Participant(s)' conduct, statements, or use of information obtained through participation in the Research; and
• •The Research Participant(s)' disclosure of any third-party confidential information that they are legally or contractually obligated to protect. The Research Participant(s) represent and warrant that they will not disclose any confidential, proprietary, or legally protected information belonging to a third party during the Research.

This indemnification obligation shall survive the termination or expiration of this Agreement.

15. Modification/Waiver

This Agreement may be modified by mutual written agreement of the Researcher and the Research Participant(s). Any modification must be in writing to be valid. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights. Additionally, a waiver of any default in one or more instances shall not be construed as a continuing waiver or a waiver of any other breach.

16. Notices

All notices under this Agreement shall be transmitted in writing via electronic mail with confirmation of receipt. Notices to the Researcher shall be sent to legal@ryanhanau.com, and notices to the Research Participant(s) shall be sent to the email address provided in the Sign-Up Form, unless a change of contact information is communicated in writing. A notice shall be deemed effective upon confirmation of receipt.

17. No Assignment

The Research Participant(s) may not assign, transfer, or encumber their rights or obligations under this Agreement, whether in writing, orally, by operation of law, or otherwise, without the prior written consent of the Researcher. Any attempted assignment in violation of this provision shall be null and void.

18. Dispute Resolution

Any disputes arising out of or related to this Agreement shall first be attempted to be resolved through good-faith mediation, which shall occur virtually or by telephone. If the dispute is not resolved through mediation, it shall be submitted to binding arbitration in Kauai, Hawaii, unless the Researcher designates another location in their sole discretion, and conducted in accordance with the rules of the American Arbitration Association (AAA). The prevailing party shall be entitled to recover reasonable attorney's fees and costs incurred in connection with the arbitration.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii, without regard to its conflict of law principles.

20. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or other competent authority, the remaining provisions shall remain in full force and effect. The parties agree to replace any such invalid, illegal, or unenforceable provision with a valid provision that most closely reflects the original intent of the Agreement.

21. Entire Agreement

This Agreement, including the Sign-Up Form (which is incorporated herein by reference), constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements, whether written or oral, relating to such subject matter.

This Agreement supplements the Website Terms of Use published at https://www.experienceplus.ai/terms-and-conditions, which govern use of RHI websites generally. Where the two conflict, this Agreement controls for the subject matter it covers — participation in a research session — and the Website Terms of Use continue to govern everything else, including use of the Website itself.