Participant Agreement

This Participation Agreement, including its addenda (“Agreement”) sets the terms between you (“you” or “your”) and Simile AI, Inc. (“Simile AI”) in connection with your participation in and submissions of content in connection with virtual interviews or surveys conducted on simile.ai or one of its subdomains.

Please read this Agreement carefully, as it includes important information about your legal rights. By clicking [“I agree”] or by submitting responses or content to Simile AI, you accept and agree to be bound and abide by this Agreement. If you do not want to agree to this Agreement, you must not click “I agree” or access, participate in, submit content in connection with the virtual interviews or surveys.

This Agreement containS an arbitration clause and a class action waiver. By agreeing to the terms of this Agreement, you agree (1) to resolve any disputes related to Simile AI’s services and/or products, including your Submissions (as defined below) and the Project (as defined below), and the Project (as defined below) through binding individual arbitration (with limited exceptions), thereby waiving your right to a trial by judge or jury, and (2) to waive your right to participate in any class action, class arbitration, or representative action, as further described in the class action waiver. You have the right to opt out of the arbitration clause and the class action waiver as explained in Section 9 (Arbitration and Class Action Waiver) below.

1. PROJECT

You have been engaged to submit content to Simile AI, which may include text, audio, video, or other material, in response to queries provided to you by Simile AI (each of your responses is a “Submission” and are, collectively, the “Submissions”) for, or in connection with, one or more projects, initiatives, features or offerings of Simile AI or one or more of its products, services, software, models, platforms or systems, whether in development or fully commercialized, which may include, without limitation, the creation, training, development, improvement, commercialization or promotion of Simile AI’s generative artificial intelligence model(s), software(s), system(s) or other artificial intelligence-related technologies (collectively, the “Project”). Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, the Project excludes the commercialization by Simile AI of your voice as memorialized in the Submissions. You will not have any approval, consultation, review or similar rights with respect to the Project or any derivatives thereof, or the right to use of any of the foregoing.

2. COMPENSATION

You agree that you will be entitled to compensation for the Submissions solely as set forth in the agreement entered into between you and the applicable third-party recruitment platform (e.g., Prolific) that referred you to the Project (the “Third-Party Platform”) in connection with your Submissions (your agreement with such Third-Party Platform, the “Third-Party Platform Agreement”). If Simile AI reasonably determines that a Submission is not of reasonable quality or does not meet the requirements of the Project, the Submission may be rejected and you may not be paid any compensation, or may be paid only partial compensation, in accordance with the Third-Party Platform Agreement.

3. PROPRIETARY RIGHTS

(a) Ownership. You agree that Simile AI shall own all of your Submissions, including intellectual property rights embodied therein, and you hereby permanently and irrevocably transfer and assign to Simile AI all of your rights, title and interest, including, without limitation, all copyrights and other intellectual property rights, in and to your Submissions. To the extent any of the foregoing rights, including moral rights and similar rights, in your Submissions are not assignable, to the fullest extent permitted by applicable law, you hereby irrevocably, unconditionally, and perpetually waive, or, in the case of moral rights, consent to any acts or omissions that would otherwise infringe, any such rights, including moral rights or any similar rights, with respect to your Submissions and other rights granted in this Agreement as such rights may presently or in the future exist by legislative enactment or otherwise.

(b) License. Without limiting any of Simile AI’s rights with respect to the Submissions, Simile AI will have an irrevocable, perpetual, and worldwide right to (i) change, add to, take from, arrange, adapt, translate, edit and excerpt and re-record the Submissions or create derivative works or other products or services based thereon or related thereto, in any manner as Simile AI may, in its sole discretion, determine, including, without limitation, to facilitate utilizing the same in connection with the development and training of artificial intelligence models, (ii) register and administer the copyright in the Submissions as owner and author thereof, (iii) synchronize, incorporate and use the Submissions or derivatives thereof in connection with the Project in any and all media now or hereafter known, in perpetuity, (iv) otherwise reproduce, distribute, transmit, publicly perform, display and otherwise make available the Submissions, or any part thereof or derivatives thereof, in any form, and in any manner and media, anywhere in the world, alone or together with any and all other media, content and materials, (v) exercise and control any and all other rights of every kind and nature now or hereafter existing with respect to the Submissions, including any rights under any copyright, trademark, publicity rights or other intellectual property law and (vi) authorize third parties to exercise any of the rights held by Simile AI in connection with such third party’s use of Simile AI’s products or services.

(c) Further Assurances. Upon Simile AI’s reasonable request during or after the term hereof, you agree to take such steps and actions, and provide such cooperation and assistance to Simile AI and its successors, assigns, and legal representatives, including the execution and delivery of any documents, as may be necessary to effect, evidence, or perfect the assignment, ownership, or licenses set forth in this Section 3.

4. CONFIDENTIALITY

(a) Definitions. “Confidential Information” means any information disclosed by Simile Ai to you, or to which you may gain access in the performance of your obligations under this Agreement, that is designated as “Confidential,” “Proprietary” or similar, or that by its nature would reasonably be understood to be confidential or proprietary, including the prompts, questions or tasks designated in the Project.

(b) Protection of Confidential Information. You will not use or disclose any Confidential Information for any purpose except as required in the performance of your obligations under this Agreement. You will use reasonable care to protect the Confidential Information from unauthorized use, access, or disclosure.

(c) Exceptions. Your obligations under Section 4(b) with respect to any Confidential Information will not apply to information that (i) was already known to you at the time of disclosure by Simile Ai, (ii) was disclosed to you by a third party who had the right to make such disclosure without any confidentiality restrictions, (iii) is generally available to the public (iv) was independently developed you without access to, or use of, Confidential Information, or (v) is required by law, court order, subpoena or regulation to be disclosed.

5. Data Privacy

Certain Third-Party Platforms may provide Simile AI with certain demographic information about you that you provided to such Third-Party Platform, such as your living situation, political affiliation and marital status (“Demographic Data”). In addition, during the creation of your Submissions, you may provide Simile AI with additional information, including content that constitutes “personal data,” “personal information,” “personally identifiable information” or similar term under applicable laws (collectively with Demographic Data, “Personal Data”). You agree that all such information, if provided, constitutes a Submission, and you agree that Simile AI may use or disclose each Submission and any information contained therein, including Personal Data, in whole or in part for any lawful purpose, including as detailed in this Agreement and in the Simile AI Participant Privacy Notice ( “Participant Privacy Notice”). The Participant Privacy Notice is incorporated by reference into, and forms part of, this Agreement. You acknowledge that you have read and understood the Participant Privacy Notice. Simile AI may post the Submissions on the Simile AI websites and other platforms, at the sole discretion of Simile AI. For the avoidance of doubt, certain Simile AI products may allow customers access to the Submissions’ content, including any Personal Data contained in the Submissions and you acknowledge and consent to such disclosure.

6. REPRESENTATIONS AND WARRANTIES

You represent and warrant that (a) to the best of your knowledge, the Submissions are true and correct, (b) no Submission violates any applicable law or infringes upon, violates or misappropriates any intellectual property right or other personal, proprietary, contractual, privacy or other right whatsoever of any third party; (c) you have the right to grant Simile AI all rights granted under this Agreement, free and clear of any and all liens, adverse claims, encumbrances or other interests of any third party; (d) you will not grant any rights in or to the Submissions to any third party; (e) you have the full right, power and authority to enter into this Agreement and to perform the acts required of you under this Agreement; (f) you will not use any bots, scripts, hacks, or third-party software, including artificial intelligence tools (such as chatbots, or text or audio generation tools) or other automated means to submit or create content, in connection with your Submissions; (g) you will not impersonate any person or entity, or misrepresent your affiliation with any individual or organization in connection with your Submissions; and (h) notwithstanding any term to the contrary in the Third-Party Platform Agreement, you will not create the Submissions in collaboration with any third-party contributors and no such third parties will substitute you in performance under this Agreement.

7. RELEASE AND WAIVER

Other than a claim against Simile AI for breach of contract arising from Simile AI’s uncured material breach of this Agreement, (a) you will not at any time (whether during the term hereof or thereafter) make any claim or otherwise take any adverse action of any kind, whether in equity, at law or otherwise, against Simile AI or any of its officers, agents, directors, successors, assigns, employees, contractors, licensees or designees (collectively, the “Simile AI Entities”) related to the Submissions and (b) you irrevocably and perpetually waive and release any and all claims against the Simile AI Entities anywhere in the world, relating to the Submissions and the use thereof by Simile AI in accordance with this Agreement, including any and all claims relating to copyright, trademark, libel, slander, defamation, moral rights, rights of attribution, false light, rights of privacy, rights of publicity, appropriation, intentional or negligent affliction of emotional distress, other intellectual property, other torts, confidentiality, or any and all causes of action arising therefrom. You acknowledge and agree that your rights and remedies related to the Submissions and any exploitation or other use thereof under this Agreement will be limited to the right to recover money damages, if any, in an action at law solely arising from Simile AI’s uncured breach of this Agreement. For the avoidance of doubt, you acknowledge that your full and ongoing compliance with this Section 7 is a material term of the Agreement. You release and discharge Simile AI and all of its principals, shareholders, officers, employees, agents, successors, and assigns from any and all liability arising out of or in connection with the Submissions. You expressly agree that you will not be entitled to seek injunctive or other equitable relief against Simile AI.

8. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT (A) IN NO EVENT WILL SIMILE AI BE LIABLE FOR INDIRECT DAMAGES OF ANY KIND, INCLUDING SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND (B) SIMILE AI’S AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT PAYABLE TO YOU UNDER THE THIRD-PARTY PLATFORM AGREEMENT OR, IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SIMILE AI.

9. Arbitration and Class Action Waiver

(a) PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(b) Informal Process First. You and Simile AI agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and Simile AI agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

(c) Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to Simile AI’s services and/or products, including your Submissions and the Project, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Simile AI agree that any Claim will be settled by final and binding arbitration, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of this Agreement). Because your contract with Simile AI, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. The arbitration proceedings will take place in Santa Clara County, California and be conducted in English. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to this Agreement, you and Simile AI are each waiving the right to trial by jury or to participate in a class action or class arbitration.

(d) Exceptions. Notwithstanding the foregoing, you and Simile AI agree that the following types of disputes will be resolved in a court of proper jurisdiction:

disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
intellectual property disputes.

(e) Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, Simile AI will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse Simile AI for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by Simile AI before the arbitrator was appointed, Simile AI will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

(f) Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in this Agreement by sending written notice of your decision to opt-out to legal@simile.ai. The notice must be sent to Simile AI within thirty (30) days of your first agreeing to this Agreement or submitting any Submissions to Simile AI; otherwise, you shall be bound to arbitrate disputes on a non-class basis in accordance with this Agreement. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, Simile AI also will not be bound by them.

(g) WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and Simile AI each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and Simile AI AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and Simile AI EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and Simile AI agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with subsection (d) (Exceptions) above.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

10. MISCELLANEOUS

(a) Notice. All notices relating to this Agreement must be sent by e-mail. Simile AI will send notices to you through the mechanisms provided by the Third-Party Platform by which you were referred to Simile AI or (if provided by you) the e-mail address associated you provided to Simile AI. You will send notices to us at legal@simile.ai. Notices in accordance with this Section 10(a) will be deemed received when sent, provided no error or server message indicating non-delivery has been received by the sender.

(b) Independent Contractors. You are an independent contractor and are not an employee, agent, partner or joint venturer of Simile AI. You have no authority to, and shall not purport to, bind Simile AI to any agreement or obligation or otherwise to make any commitment that is binding on Simile AI. You will not be treated as an employee of Simile AI (e.g., for tax or workers’ compensation purposes) on account of any Submission. You will not be entitled to any pension, deferred compensation, welfare, insurance or other employee benefits afforded by Simile AI on account of any Submission and you hereby expressly waive any entitlement to such benefits.

(c) General. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. References to the word “including” means “including, without limitation,” and the word “or” as used in this Agreement is not exclusive and is deemed to have the meaning “and/or.” If any provision of this Agreement is held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the parties. You may not assign this Agreement or your rights or obligations hereunder without the prior written consent of Simile AI. Any such purported assignment not in accordance with this section will be null and void. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. If there is any inconsistency between Sections 1 to 10 of this Agreement (including the preamble) and an addendum to this Agreement, the addendum will prevail to the extent of the inconsistency. This Agreement may not be waived, modified or amended unless mutually agreed upon in writing by both parties. This Agreement is governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 9 (Arbitration and Class Action Waiver), or if arbitration does not apply, then the state and federal courts located in Santa Clara County, California.

Country Specific Addendum: Australia

If you are located in Australia, the Participation Agreement, as amended by this Addendum, shall apply to you.

Deletion of Class Action Waiver

Para 3 of the preamble to the Participation Agreement is deleted and replaced with the following:

“This Agreement containS an arbitration clause. By agreeing to the terms of this Agreement, you agree to resolve any disputes related to Simile AI’s services and/or products, including your Submissions (as defined below) and the Project (as defined below), and the Project (as defined below) through binding individual arbitration (with limited exceptions), thereby waiving your right to a trial by judge or jury. You have the right to opt out of the arbitration clause as explained in Section 9 (Arbitration) below.”
Title of Section 9 of the Participation Agreement is deleted and replaced with “ARBITRATION”
Section 9(a) of the Participation Agreement is deleted and replaced with the following:

“PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION.”
Section 9(c) of the Participation Agreement is deleted and replaced with the following:

“Arbitration Agreement. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to Simile AI’s services and/or products, including your Submissions and the Project, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Simile AI agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of this Agreement). Because your contract with Simile AI, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be conducted at a virtual venue on an online platform selected by the arbitrator (for example, Zoom or Teams) and handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. You understand that by agreeing to this Agreement, you and Simile AI are each waiving the right to trial by jury.”
Section 9(d) of the Participation Agreement is deleted and replaced with the following:

“Exceptions. Notwithstanding the foregoing, you and Simile AI agree that the following types of disputes will be resolved in a court of proper jurisdiction:

disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply;

disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or

intellectual property disputes.”
Section 9(f) of the Participation Agreement is deleted and replaced with the following:

“Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in this Agreement by sending written notice of your decision to opt-out to legal@simile.ai. The notice must be sent to Simile AI within thirty (30) days of your first agreeing to this Agreement or submitting any Submissions to Simile AI; otherwise, you shall be bound to arbitrate disputes in accordance with this Agreement. If you opt-out of these arbitration provisions, Simile AI also will not be bound by them.”
Section 9(g) of the Participation Agreement titled “WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS” is deleted in full.

Representations and Warranties

The representations and warranties at Sections 6(b) and 6(d) of the Participation Agreement are deleted and replaced with the following:

“6(b) to the best of your knowledge, no Submission violates any applicable law or infringes upon, violates or misappropriates any intellectual property right or other personal, proprietary, contractual, privacy or other right whatsoever of any third party;

6(c) to the best of your knowledge, you have the right to grant Simile AI all rights granted under this Agreement, free and clear of any and all liens, adverse claims, encumbrances or other interests of any third party;”

Release and Waiver

Section 7 of the Participation Agreement is deleted and replaced with the following:

“Release and Waiver

Other than a claim against Simile AI for (a) Simile AI’s uncured or incurable breach of this Agreement; (b) Simile AI’s commission of a tort (including negligence); (c) Simile AI’s breach of law; and (d) liability that cannot be excluded (including under applicable consumer protection laws) (Non-Excludable Claims) then: (e) you will not at any time (whether during the term hereof or thereafter) make any claim or otherwise take any adverse action of any kind, whether in equity, at law or otherwise, against Simile AI or any of its officers, agents, directors, successors, assigns, employees, contractors, licensees or designees (collectively, the “Simile AI Entities”) related to the Submissions and (f) you irrevocably and perpetually waive and release any and all claims against the Simile AI Entities anywhere in the world, relating to the Submissions and the use thereof by Simile AI in accordance with this Agreement, including any and all claims relating to copyright, trademark, libel, slander, defamation, moral rights, rights of attribution, false light, rights of privacy, rights of publicity, appropriation, intentional or negligent affliction of emotional distress, other intellectual property, other torts, confidentiality, or any and all causes of action arising therefrom. You acknowledge and agree that your rights and remedies related to the Submissions and any exploitation or other use thereof under this Agreement will be limited to the right to recover money damages, if any, in an action at law solely arising from the Non-Excludable Claims. For the avoidance of doubt, you acknowledge that your full and ongoing compliance with this Section 7 is a material term of the Agreement. You release and discharge Simile AI and all of its principals, shareholders, officers, employees, agents, successors, and assigns from any and all liability arising out of or in connection with the Submissions (other than liability in connection with Non-Excludable Claims).”

Limitation of Liability

Section 8 of the Participation Agreement is deleted and replaced with the following:

“8(a) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES AGREE THAT (A) IN NO EVENT WILL A PARTY BE LIABLE FOR INDIRECT DAMAGES OF ANY KIND, INCLUDING SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND (B) THE AGGREGATE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT PAYABLE TO YOU UNDER THE THIRD-PARTY PLATFORM AGREEMENT OR, IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SIMILE AI.

8(b) NON-EXCLUDABLE TERMS: IF ANY CONDITION, WARRANTY OR GUARANTEE CANNOT BE EXCLUDED AT LAW (INCLUDING UNDER CONSUMER PROTECTION LAW), THEN TO THE EXTENT PERMITTED BY LAW, SIMILE AI’S LIABILITY FOR BREACH OF SUCH CONDITION, WARRANTY OR GUARANTEE IS LIMITED (AT SIMILE AI’S OPTION) IN THE CASE OF: (A) SOFTWARE PRODUCTS, TO THE REPAIR OR REPLACEMENT OF THE SOFTWARE PRODUCTS, SUPPLY OF EQUIVALENT SOFTWARE PRODUCTS OR PAYMENT OF THE COST OF THE SAME; AND (B) SERVICES, TO THE RESUPPLY OF THE SERVICES OR PAYMENT OF THE COST OF THE SAME.”

Miscellaneous

Section 10(c) of the Participation Agreement is deleted and replaced with the following:

“General. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. References to the word “including” means “including, without limitation,” and the word “or” as used in this Agreement is not exclusive and is deemed to have the meaning “and/or.” If any provision of this Agreement is held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the parties. You may not assign this Agreement or your rights or obligations hereunder without the prior written consent of Simile AI. Any such purported assignment not in accordance with this section will be null and void. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. This Agreement may not be waived, modified or amended unless mutually agreed upon in writing by both parties. This Agreement is governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 9 (Arbitration), or if arbitration does not apply, then the non-exclusive jurisdiction for disputes would be the state and federal courts located in Santa Clara County, California.”

Country Specific Addendum: Brazil

If you are located in Brazil, the Participation Agreement, as amended by this Addendum, shall apply to you.

Deletion of Class Action Waiver

Para 3 of the preamble to the Participation Agreement is deleted in its entirety.
Title of Section 9 of the Participation Agreement is deleted and replaced with “DISPUTE RESOLUTION”
Section 9(a) of the Participation Agreement is deleted and replaced with the following:

“If you are a Brazilian resident, you agree that this Agreement shall be governed by the laws of the Federative Republic of Brazil, without regards to any conflict of laws principles that may provide the application of the law of another jurisdiction. All claims arising out of or relating to this Agreement may be in the Courts of your place of residence.”
The remainder of Section 9 of the Participation Agreement is deleted in its entirety.

Miscellaneous

Section 10(c) of the Participation Agreement is deleted and replaced with the following:

“General. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. References to the word “including” means “including, without limitation,” and the word “or” as used in this Agreement is not exclusive and is deemed to have the meaning “and/or.” If any provision of this Agreement is held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the parties. You may not assign this Agreement or your rights or obligations hereunder without the prior written consent of Simile AI. Any such purported assignment not in accordance with this section will be null and void. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. This Agreement may not be waived, modified or amended unless mutually agreed upon in writing by both parties. This Agreement is governed by the laws of Brazil, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the venue set forth in Section 9 (Dispute Resolution).”

Country Specific Addendum: European Union

If you are located in the European Union the Participation Agreement, as amended by this Addendum, shall apply to you.

2. Deletion of Arbitration and Class Action Waiver

(a) Paragraph 3 of the preamble to the Participation Agreement is deleted in its entirety.

(b) The title of Section 9 of the Participation Agreement is deleted and replaced with "DISPUTE RESOLUTION".

"(a) Informal Process First. You and Simile AI agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, after first allowing the receiving party thirty (30) days in which to respond.

(d) Jurisdiction. If you are a resident of the European Union, you agree that any dispute, claim, or controversy arising out of or relating to this Agreement shall be governed by the laws of [the United States] and shall be subject to the non-exclusive jurisdiction of the courts of your member state of residence.”

Proprietary rights

Clause 3 (a) and (b) are replaced as follows:

Ownership. You agree that Simile AI shall own all of your Submissions, including intellectual property rights embodied therein, and you hereby permanently and irrevocably transfer and assign to Simile AI all of your rights, title and interest, including, without limitation, all copyrights and other intellectual property rights, in and to your Submissions. To the extent any of the foregoing rights, including moral rights and similar rights, in your Submissions are not assignable, to the fullest extent permitted by applicable law, you hereby irrevocably, unconditionally, and waive, or, in the case of moral rights, consent to any acts or omissions that would otherwise infringe, any such rights, including moral rights or any similar rights, with respect to your Submissions and other rights granted in this Agreement as such rights may presently or in the future exist by legislative enactment or otherwise. The assignment of copyrights is granted on an exclusive basis and remains valid for the entire duration of statutory protection as recognized under French and EU law, including any extensions thereof. Rights other than copyrights are assigned for the maximum duration of their legal protection if any or, absent such legal protection, for a period of 50 years.
License. Without limiting any of Simile AI’s rights with respect to the Submissions, Simile AI will have an irrevocable and worldwide right to (i) change, add to, take from, arrange, adapt, translate, edit and excerpt and re-record the Submissions or create derivative works or other products or services based thereon or related thereto, in any manner as Simile AI may, in its sole discretion, determine, including, without limitation, to facilitate utilizing the same in connection with the development and training of artificial intelligence models, (ii) register and administer the copyright in the Submissions as owner and author thereof, (iii) synchronize, incorporate and use the Submissions or derivatives thereof in connection with the Project in any and all media now or hereafter known, in perpetuity, (iv) otherwise reproduce, distribute, transmit, publicly perform, display and otherwise make available the Submissions, or any part thereof or derivatives thereof, in any form, and in any manner and media, anywhere in the world, alone or together with any and all other media, content and materials, (v) exercise and control any and all other rights of every kind and nature now or hereafter existing with respect to the Submissions, including any rights under any copyright, trademark, publicity rights or other intellectual property law and (vi) authorize third parties to exercise any of the rights held by Simile AI in connection with such third party’s use of Simile AI’s products or services.

5. Release and Waiver

(a) Section 7 of the Participation Agreement is deleted and replaced with the following:

"Release and Waiver; Limitation of Liability

Other than a claim against Simile AI for: (i) breach of contract arising from Simile AI's uncured material breach of this Agreement; (ii) fraud or fraudulent misrepresentation; (iii) death or personal injury caused by gross or slight negligence of Simile AI, its statutory representatives, or vicarious agents; (iv) any damages caused by intentional or grossly negligent conduct on the part of Simile AI (v) any unforeseeable damage typical for the type of contract in question caused by a slightly negligent breach of a Material Contractual Obligation, “Material Contractual Obligations” are those obligations whose fulfilment is essential for the proper performance of this Agreement and on the observance of which the consumer may regularly rely, (vi) liability under the Product Liability Act,(a) you will not at any time (whether during the term hereof or thereafter) make any claim or otherwise take any adverse action of any kind, whether in equity, at law or otherwise, against Simile AI or any of its officers, agents, directors, successors, assigns, employees, contractors, licensees or designees (collectively, the "Simile AI Entities") related to the Submissions; and (b) you irrevocably and perpetually waive and release any and all claims against the Simile AI Entities anywhere in the world, relating to the Submissions and the use thereof by Simile AI in accordance with this Agreement, including any and all claims relating to copyright, trademark, other intellectual property, other torts, confidentiality, or any and all causes of action arising therefrom.

6. Limitation of Liability

(a) Section 8 of the Participation Agreement is deleted in its entirety.

8. Miscellaneous

(a) Section 10(c) of the Participation Agreement is deleted and replaced with the following:

"General. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. References to the word "including" means "including, without limitation," and the word "or" as used in this Agreement is not exclusive and is deemed to have the meaning "and/or." If any provision of this Agreement is held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the parties. Simile AI may transfer its rights and obligations under these terms to another organization without your consent, but we will notify you of the assignment within a reasonable time and ensure that you are not adversely affected as a result; in the event of assignment you may terminate this Agreement within a reasonable time, but at the latest four weeks of receiving notice, at no cost with effect from the notice of assignment. You may not assign this Agreement or your rights or obligations hereunder without the prior written consent of Simile AI. Any such purported assignment not in accordance with this section will be null and void. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. This Agreement may not be waived, modified or amended unless mutually agreed upon in writing or electronically by both parties. This Agreement is governed by the laws of the United States, and the proper venue for any disputes arising out of or relating to any of the same will be as set forth in Section 9 (Dispute Resolution)."

Country Specific Addendum: Thailand

If you are located in Thailand, the Participation Agreement, as amended by this Addendum, shall apply to you.

Preamble

The second paragraph of the Participation Agreement shall be read as follows:

“Please read this Agreement carefully, as it includes important information about your legal rights. By clicking [“I agree”] or by submitting responses or content to Simile AI, you accept and agree to be bound and abide by this Agreement. If you do not want to agree to this Agreement or are under 20 years old, you must not click “I agree” or access, participate in, submit content in connection with the virtual interviews or surveys”

Release and Waiver

Clause 7 of the Participation Agreement is deleted and replaced with the following:

“To the extent that it is permissible by applicable law, other than a claim against Simile AI for breach of contract arising from Simile AI’s uncured material breach of this Agreement, (a) you will not at any time (whether during the term hereof or thereafter) make any claim or otherwise take any adverse action of any kind, whether in equity, at law or otherwise, against Simile AI or any of its officers, agents, directors, successors, assigns, employees, contractors, licensees or designees (collectively, the “Simile AI Entities”) related to the Submissions and (b) you irrevocably and perpetually waive and release any and all claims against the Simile AI Entities anywhere in the world, relating to the Submissions and the use thereof by Simile AI in accordance with this Agreement, including any and all claims relating to copyright, trademark, libel, slander, defamation, moral rights, rights of attribution, false light, rights of privacy, rights of publicity, appropriation, intentional or negligent affliction of emotional distress, other intellectual property, other torts, confidentiality, or any and all causes of action arising therefrom. You acknowledge and agree that your rights and remedies related to the Submissions and any exploitation or other use thereof under this Agreement will be limited to the right to recover money damages, if any, in an action at law solely arising from Simile AI’s uncured breach of this Agreement. For the avoidance of doubt, you acknowledge that your full and ongoing compliance with this Section 7 is a material term of the Agreement. You release and discharge Simile AI and all of its principals, shareholders, officers, employees, agents, successors, and assigns from any and all liability arising out of or in connection with the Submissions unless the liability arises from gross negligence or willful misconduct.”

Deletion of Class Action Waiver

Para 3 of the preamble to the Participation Agreement is deleted in its entirety.
Title of Section 9 of the Participation Agreement is deleted and replaced with “DISPUTE RESOLUTION”
Section 9(a) of the Participation Agreement is deleted and replaced with the following:

“If you are a Thai resident, you agree that this Agreement shall be governed by the laws of Thailand, without regards to any conflict of laws principles that may provide the application of the law of another jurisdiction. All claims arising out of or relating to this Agreement may be in the Courts of your place of residence.”
The remainder of Section 9 of the Participation Agreement is deleted in its entirely.

Miscellaneous

Section 10(c) of the Participation Agreement is deleted and replaced with the following:

“General. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. References to the word “including” means “including, without limitation,” and the word “or” as used in this Agreement is not exclusive and is deemed to have the meaning “and/or.” If any provision of this Agreement is held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the parties. You may not assign this Agreement or your rights or obligations hereunder without the prior written consent of Simile AI. Any such purported assignment not in accordance with this section will be null and void. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. This Agreement may not be waived, modified or amended unless mutually agreed upon in writing by both parties. This Agreement is governed by the laws of Thailand, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the venue set forth in Section 9 (Dispute Resolution).”

Country Specific Addendum: United Kingdom

If you are located in the United Kingdom, the Participation Agreement, as amended by this Addendum, shall apply to you.

2. Deletion of Arbitration and Class Action Waiver

(a) Paragraph 3 of the preamble to the Participation Agreement is deleted in its entirety.

(b) The title of Section 9 of the Participation Agreement is deleted and replaced with "DISPUTE RESOLUTION".

"(a) Informal Process First. You and Simile AI agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, after first allowing the receiving party thirty (30) days in which to respond.

(d) Jurisdiction. If you are a UK resident, you agree that any dispute, claim, or controversy arising out of or relating to this Agreement shall be governed by the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the courts of England and Wales. If you are resident in Scotland, you may bring proceedings in Scotland, and if you are resident in Northern Ireland, you may bring proceedings in Northern Ireland.”

5. Release and Waiver

(a) Section 7 of the Participation Agreement is deleted and replaced with the following:

"Release and Waiver

Other than a claim against Simile AI for: (i) breach of contract arising from Simile AI's uncured material breach of this Agreement; (ii) fraud or fraudulent misrepresentation; (iii) death or personal injury caused by Simile AI's negligence; or (iv) liability that cannot be excluded under applicable law(collectively, "Non-Excludable Claims"),(a) you will not at any time (whether during the term hereof or thereafter) make any claim or otherwise take any adverse action of any kind, whether in equity, at law or otherwise, against Simile AI or any of its officers, agents, directors, successors, assigns, employees, contractors, licensees or designees (collectively, the "Simile AI Entities") related to the Submissions; and (b) you irrevocably and perpetually waive and release any and all claims against the Simile AI Entities anywhere in the world, relating to the Submissions and the use thereof by Simile AI in accordance with this Agreement, including any and all claims relating to copyright, trademark, libel, slander, defamation, moral rights, rights of attribution, false light, rights of privacy, rights of publicity, appropriation, intentional or negligent infliction of emotional distress, other intellectual property, other torts, confidentiality, or any and all causes of action arising therefrom.

You acknowledge and agree that your rights and remedies related to the Submissions and any exploitation or other use thereof under this Agreement will be limited to the right to recover money damages, if any, in an action at law solely arising from Non-Excludable Claims. For the avoidance of doubt, you acknowledge that your full and ongoing compliance with this Section 7 is a material term of the Agreement. You release and discharge Simile AI and all of its principals, shareholders, officers, employees, agents, successors, and assigns from any and all liability arising out of or in connection with the Submissions, other than liability in connection with Non-Excludable Claims."

6. Limitation of Liability

(a) Section 8 of the Participation Agreement is deleted and replaced with the following:

"(a) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT (A) IN NO EVENT WILL SIMILE AI BE LIABLE FOR INDIRECT DAMAGES OF ANY KIND, INCLUDING SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND (B) SIMILE AI'S AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT PAYABLE TO YOU UNDER THE THIRD-PARTY PLATFORM AGREEMENT OR, IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. SUBJECT TO SECTION 8(b), THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SIMILE AI.

(b) NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.(c) NON-EXCLUDABLE TERMS: IF ANY CONDITION, WARRANTY OR GUARANTEE CANNOT BE EXCLUDED UNDER APPLICABLE LAW, THEN TO THE EXTENT PERMITTED BY LAW, SIMILE AI’S LIABILITY FOR BREACH OF SUCH CONDITION, WARRANTY OR GUARANTEE IS LIMITED (AT SIMILE AI’S OPTION) IN THE CASE OF: (A) SOFTWARE PRODUCTS, TO THE REPAIR OR REPLACEMENT OF THE SOFTWARE PRODUCTS, SUPPLY OF EQUIVALENT SOFTWARE PRODUCTS OR PAYMENT OF THE COST OF THE SAME; AND (B) SERVICES, TO THE RESUPPLY OF THE SERVICES OR PAYMENT OF THE COST OF THE SAME.

8. Miscellaneous

(a) Section 10(c) of the Participation Agreement is deleted and replaced with the following:

"General. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. References to the word "including" means "including, without limitation," and the word "or" as used in this Agreement is not exclusive and is deemed to have the meaning "and/or." If any provision of this Agreement is held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the parties. Simile AI may transfer its rights and obligations under these terms to another organization without your consent, but we will notify you of the assignment and ensure that you are not adversely affected as a result. You may not assign this Agreement or your rights or obligations hereunder without the prior written consent of Simile AI. Any such purported assignment not in accordance with this section will be null and void. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. This Agreement may not be waived, modified or amended unless mutually agreed upon in writing by both parties. This Agreement is governed by the laws of England and Wales, and the proper venue for any disputes arising out of or relating to any of the same will be as set forth in Section 9 (Dispute Resolution)."