CUSTOMER FEEDBACK SUBMISSION AGREEMENT

This Agreement is made as of the current date and time (“Effective Date”) by and between Brightwell Payments, Inc., and its successors or assignees (the “Company”) and the person reading this document (the “Participant”).

Participant will assist Company by reviewing design elements, workflows and other creative material associated with current and future products and services offered by or through Company.   

The purpose of this Agreement is to avoid potential misunderstandings or disputes when Brightwell’s products, services, technologies, advertising, promotions, marketing strategies or content might seem similar to submissions you have provided.

1. Compensation.
   1. Fees.  Company may compensate Participant in an amount agreed upon prior to conducting any review or test.  Compensation will take the form of a reward card or gift card.
2. Independent Participant Relationship. Participant’s relationship with Company will be that of Participant, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Participant (a) is not an agent of Company; (b) is not authorized to make any representation, contract, or commitment on behalf of Company; (c) will not be entitled to any of the benefits that Company makes available to its employees; and (d) will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Participant’s performance of services and receipt of fees under this Agreement. If applicable, Company will report amounts paid to Participant, as required by law. Participant agrees to accept exclusive liability for complying with all applicable state and federal laws, including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Participant under this Agreement. Company will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Participant’s behalf. Participant hereby agrees to indemnify and defend Company against any and all such taxes or contributions, including penalties and interest.  Participant agrees to provide proof of payment of appropriate taxes on any fees paid to Participant under this Agreement upon reasonable request of Company.  (e) Participant agrees that the relationship with Company is voluntary and can be terminated by Company at any time for any reason.  Participation under this Agreement and termination by Company of Participant’s relationship under this Agreement will not affect other agreements Participant may have with Company.
3. Intellectual Property Rights.
   1. Confidential Information. Participant agrees that during the term of this Agreement and thereafter, except as expressly authorized in writing by an authorized officer of the Company, it (a) will not use or permit the use of Confidential Information (defined below) in any manner or for any purpose not expressly set forth in this Agreement; (b) will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any such Confidential Information to any third party without first obtaining the Company’s express written consent on a case-by-case basis.  “Confidential Information” includes, but is not limited to, all information related to Company’s business and its actual or anticipated research and development, including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills of Company’s employees, Participants, and any other service providers of Company; (iv) the existence of any business discussions, negotiations, or agreements between Company and any third party; and (v) all such information related to any third party that is disclosed to Company or to Participant during the course of Company’s business (“Third Party Information”).  Notwithstanding the foregoing, it is understood that Participant is free to use information which is generally known in the trade or industry, information which is not gained as a result of a breach of this Agreement, and Participant’s own skill, knowledge, know-how, and experience.
   2. Competitive or Conflicting Engagements. Participant agrees, during the term of this Agreement, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Participant’s obligations under this Agreement.
   3. Inventions and Intellectual Property Rights.  As used in this Agreement, the term “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.  The term “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any country. 
   4. License to Background Technology.  Participant hereby grants to Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product for the purpose of developing and marketing Company products.
   5. Disclosure of Work Product. As used in this Agreement, the term “Work Product” means any Invention that is solely or jointly conceived, made, reduced to practice, or learned by Participant in the course of any services performed for Company or with the use of materials of Company during the term of this Agreement.  Participant agrees to disclose promptly in writing to Company, or any person designated by Company, all Work Product.
   6. Ownership of Work Product. Participant agrees that any and all Work Product shall be the sole and exclusive property of Company.
   7. Assignment of Work Product. If Participant has any rights to the Work Product that are not owned by Company upon creation or embodiment, Participant irrevocably assigns to Company all right, title and interest worldwide in and to such Work Product.  Except as set forth below, Participant retains no rights to use the Work Product and agrees not to challenge the validity of Company’s ownership in the Work Product.
   8. Waiver or Assignment of Other Rights. If Participant has any rights to the Work Product that cannot be assigned to Company, Participant unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Company with respect to such rights, and agrees, at Company’s request and expense, to consent to and join in any action to enforce such rights. If Participant has any right to the Work Product that cannot be assigned to Company or waived by Participant, Participant unconditionally and irrevocably grants to Company during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights.
   9. Assistance. Participant agrees to assist Company in every way, both during and after the term of this Agreement, to obtain and enforce United States and foreign Intellectual Property Rights relating to Work Product in all countries.  In the event Company is unable to secure Participant’s signature on any document needed in connection with such purposes, Participant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as its agent and attorney in fact, which appointment is coupled with an interest, to act on its behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by Participant.
4. Indemnification. Participant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers, clients and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Participant (a “Claim”) in this Agreement or any intentional misconduct or negligence by Participant or any of its subParticipants, employees, or agents in performing services under this Agreement. 
   1. Survival. The following provisions shall survive termination of this Agreement: Sections titled “Intellectual Property Rights,” “Participant Representations and Warranties,” “Indemnification,” “Return of Company Property,” “Survival,” and “General Provisions.”
5. General Provisions.
1. Governing Law and Venue.  This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Georgia, without giving effect to any conflicts of laws principles that require the application of the law of a different state.  Participant hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against Participant by Company arising from or related to this Agreement.    

2. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
3. No Assignment. This Agreement, and Participant’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by Participant without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
4. Notices. Company will deliver all notices or other communications required or permitted under this Agreement to Participant via email and Participant will deliver all notices or other communications required or permitted to Company via email or in writing to P.O. Box 724026, Atlanta, GA 31139. Notice will be effective upon receipt or refusal of delivery.  If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark.  If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.
5. Injunctive Relief. Participant acknowledges that, because its services are personal and unique and because Participant may have access to Confidential Information of Company, any breach of this Agreement by Participant would cause irreparable injury to Company for which monetary damages would not be an adequate remedy and, therefore, will entitle Company to injunctive relief (including specific performance).  The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.
6. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

   In Witness Whereof, the parties have caused this Customer Feedback Submission Agreement to be executed by their duly authorized representatives.