Research Community Member Terms and Conditions

Effective Date: August 24, 2010

Please read the Terms and Conditions carefully as this is a legally binding contract between you (“Member”) and Thinkspeed Research, LLC (“Thinkspeed”). These Terms and Conditions govern your relationship with Thinkspeed and its customers.

1. Introduction

Thinkspeed provides technology professionals the opportunity to register as an Member and receive compensation for sharing their experience and views with Thinkspeed, primarily through the completion of online studies (each, a "Study" and collectively, “Studies”). Member input into each Study will be analyzed by Thinkspeed and aggregated into prepared research reports for Thinkspeed customers ("Customer").

2. Joining

To become a Member, you must complete our registration form and professional profile by providing accurate and complete information. By joining, you represent that your participation does not and will not breach any agreement with your employer, or any other existing contractual, fiduciary or other obligations. Thinkspeed reserves the right to conduct background checks on you to verify your employment history, including through a third-party service.

3. Conduct

As a Member, you agree not to disclose any confidential information, including, for example, any material non-public and proprietary information, commercial secrets, and any information covered by any nondisclosure agreement(s) to which you are a party, regardless of its source (i.e. present or previous employment relationships, directorships, consulting engagements, nondisclosure agreement, etc.). You agree to decline any Study that presents a conflict of interest or a perceived conflict of interest.

4. Relationship

You acknowledge and agree that you will participate in each Study as an independent contractor and, as a result, you agree to comply with all applicable tax withholding and/ or reporting obligations arising from any payments made to you.

Your status as a Member does not create an employment, agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between you and Thinkspeed or any Customer. You further understand and agree that you are not eligible for any Thinkspeed or Customer benefits including, but not limited to, expense reimbursements, group health insurance, workers’ compensation, vacation, profit sharing or retirement benefits.

You will not have any right or authority to negotiate any agreement or otherwise incur any obligation on behalf of Thinkspeed or to make any representation or warranty on behalf of Thinkspeed or any Customer. Additionally, you agree that you will not make any unauthorized use of Thinkspeed’s name.

5. Use of Information

To register as a Member, you are required to provide us with certain personal information (“Personal Information”) and work experience information(“Business Information”) about yourself. We use the Business Information that you provide us to match your expertise to the needs of our customers, market our services to our customers, and for other business purposes. We do not sell or share your Personal Information or Business Information obtained through our Sites with third parties for their marketing purposes.

You agree that Thinkspeed can use your Personal Information to contact you (by phone, email or otherwise) about a Study and that Thinkspeed may disclose Business Information (on a no-names basis) to customers. You also agree that Thinkspeed will have the right to utilize and publish, in whole or in part, Business Information you provide during and after the registration process in its marketing materials, whether contained on its website or elsewhere. Furthermore, you agree that Thinkspeed may retain your Personal Information and Business Information if you have participated in a Study and your status as a Member ends.

Information provided by our research community members is stored in a database in the United States and will be accessed by our staff and third parties with whom we have contracted. The information may also be held, processed and transferred inside or outside the European Economic Area.

6. Thinkspeed Proprietary Information.

For purposes hereof, “Proprietary Information” means all information pertaining to Thinkspeed, its business, and Customers, including the names of such customers, employee names and Studies for such customers.

Proprietary Information shall not include information which is or becomes publicly known other than as a result of a breach of this agreement. In the event you become legally obligated to disclose Proprietary Information, you agree to give Thinkspeed reasonable advance notice of such disclosure and shall cooperate with us in protecting against any such disclosure and/ or obtaining a protective order narrowing the scope of such disclosure and/ or use of the Proprietary Information.

You shall hold Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party. You shall not use any Proprietary Information for your own benefit or that of any third party. The obligations of this section with respect to Proprietary Information shall survive any termination or expiration of this Agreement and/ or your status as a Member.

7. Member Responsibility

You agree to indemnify and hold harmless, and at Thinkspeed’s request defend, Thinkspeed and its affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fee and court costs) which arise out of or relate to (a) your willful misconduct or gross negligence in your performance of services hereunder or (b) your breach of these Terms and Conditions.

8. Copyright

All materials set forth on Thinkspeed’s web sites, regardless of whether they are specifically marked, are protected by copyright and other intellectual property laws. You may not use such materials in any way other than for your personal use in connection with a Study.

9. Miscellaneous

We may modify these terms and conditions from time to time by posting the modification(s) on our website. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as a Member. If you continue to participate as a Member after any modification becomes effective, then your participation will constitute acceptance of such modification. Thinkspeed reserves the right to terminate in its sole discretion any person's participation as a Member.

Although you may participate in Studies outside of Texas or the United States, you understand and agree that this agreement shall be interpreted and enforced in accordance with the laws of the State of Texas. All claims arising out of the interpretation, application, or enforcement of this agreement, including, without limitation, any breach hereof, shall be settled by final and binding arbitration in Austin, Texas in accordance with the rules then prevailing of the American Arbitration Association by a panel of three arbitrators appointed by the American Arbitration Association. The decision of the arbitrators shall be binding on you and Thinkspeed and may be entered and enforced in any court of competent jurisdiction by either party. The arbitration shall be pursued and brought to conclusion as rapidly as is possible.