Qualtrics XM Talks: Thriving through Uncertainty Event™ – Terms and Conditions

1 Participation. You can register to participate in the Program by completing a registration survey provided by Qualtrics. You hereby represent and warrant to Qualtrics that (i) you have obtained all of the necessary permissions from your employer, partners, and affiliates, as applicable, to participate in the Program; and (ii) your participation in the Program is not in conflict with, and will not cause an event of default under, any agreement or instrument to which you are bound.

2 Prizes. You may be eligible to receive a prize for early registration to participate in the Program (“Prize”), subject to the additional terms, conditions, and restrictions in Exhibit A. We reserve the right, in our sole and absolute discretion, to change, modify, terminate, or cancel any offers, terms, rules, benefits, and regulations of our Program at any time, even though such changes may affect the value of any Prize. Prizes may be limited and there is no guarantee that a Prize will be available in the future. All eligibility for a Prize expires on the earlier of: (x) when you cease participating in the Program; and (y) the termination of the Program.

3 Grant of Rights. By enrolling in the Program, you also agree to all terms listed in our Privacy Statement available at https://www.qualtrics.com/privacy-statement/. In exchange for the opportunity to participate in the Program, you grant Qualtrics a nonexclusive, royalty-free, irrevocable right and license to reproduce, edit, publish, distribute and translate the following items: (a) all still photographs, audio recordings and video recordings that Qualtrics or its contractors make of you or your voice or likeness in connection with the Program, including the right to use your name, likeness and biographical information, and (b) all materials (electronic or hard copy) submitted or presented by you in connection with the Program (collectively, the “Items”). You consent to Qualtrics using the Items worldwide in perpetuity for marketing, publicity, promotional or any other purposes related to Qualtrics’ business or the Program, without compensation or additional consents from you.

4 Release. You release Qualtrics and its affiliates, successors and assigns, and their respective officers, employees, agents and contractors (the “Released Parties”), from any and all claims that you may have now or in the future associated with the Program or the Items, including without limitation claims arising from rights of publicity, privacy or intellectual property. You represent and warrant that the Items do not violate or infringe any copyright, trademark or other proprietary right of any person or entity. You also understand that Qualtrics is not obligated to promote or use the Items. You represent that you are free to grant the rights granted in this Release. YOU AGREE THAT THE RELEASED PARTIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARE NOT RESPONSIBLE FOR ANY LIABILITY, LOSS, INJURY, OR DAMAGE TO PROPERTY OR TO PERSON RELATING IN ANY WAY TO THE PROGRAM. YOU ALSO AGREE THAT THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR ANY ATTORNEYS’ FEES OR COURT COSTS DIRECTLY OR INDIRECTLY RELATED TO YOUR PARTICIPATION IN THE PROGRAM, OR BY REASON OF YOUR ACCEPTANCE, POSSESSION, USE OR MISUSE OF THE REWARDS. FURTHER, IN ANY DISPUTE, UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN AWARDS FOR, AND YOU HEREBY WAIVE ALL RIGHTS TO CLAIM, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING ATTORNEYS' FEES. YOU FURTHER WAIVE ALL RIGHTS TO HAVE DAMAGES MULTIPLIED OR INCREASED.

5 Collection and Use of Personal Information. We are collecting personal information primarily to process your participation in the Program, to contact you if necessary, and for marketing purposes. By participating in this Program, non-U.S. resident entrants are authorizing the transfer of personal data to the United States for these purposes. If you do not wish to be contacted for marketing purposes, you will be provided with a method to opt-out from future communications. By participating in the Program, you agree that we may share your information, in our sole discretion, with third parties that have a need to know the information (such as those we retain to assist in administering the Program). The data controller is Qualtrics, LLC. Do not register for the Program if you do not agree to these terms or to the Qualtrics Privacy Statement available at https://www.qualtrics.com/privacy-statement/.

6 Restrictions. You may not use the Program for any purpose that is: (a) prohibited by these Terms, (b) violates any applicable law, (c) causes damage on or through the Program, (d) infringes upon the rights of any third party, (e) is defamatory, libelous, abusive, obscene, lewd, indecent, suggestive, harassing, threatening, inflammatory, fraudulent, or otherwise objectionable, or (f) actually or intends to affect or interrupt the operation of the Program

7 Taxes. ALL TAXES ASSOCIATED WITH ANY REWARDS ACCEPTANCE AND USE ARE YOUR SOLE RESPONSIBILITY. IF TAXES ARE APPLICABLE TO A REWARD YOU RECEIVE, IT IS YOUR RESPONSIBILITY TO PAY THEM TO THE APPROPRIATE AUTHORITIES. WE RESERVE THE RIGHT TO REPORT REWARDS AND REWARDS RECIPIENTS TO THE INTERNAL REVENUE SERVICE OR ANY OTHER AUTHORITY WE DEEM APPROPRIATE. THE AWARDING OF ANY REWARD TO YOU IS SUBJECT TO THE EXPRESS REQUIREMENT THAT YOU SUBMIT TO US ALL DOCUMENTATION REQUESTED BY US TO PERMIT COMPLIANCE WITH ALL APPLICABLE LOCAL, STATE, FEDERAL AND FOREIGN (INCLUDING PROVINCIAL) TAX REPORTING AND WITHHOLDING REQUIREMENTS.

8 Use of Qualtrics Marks. Participant will not use any trade name, trademark, service mark, logo or other commercial symbol of Qualtrics or any of its affiliates (“Qualtrics Marks”) in any manner without the prior written authorization of such use by the designated representative of Qualtrics. Qualtrics reserves all right in the Qualtrics Marks, its copyrights, patents and other intellectual property rights, and no rights to Qualtrics Marks or Qualtrics’ copyrights, patent or other intellectual property rights are transferred or licensed pursuant to this Agreement.

9 Indemnification. Participant will indemnify, hold harmless and defend Qualtrics, its affiliates, and their respective directors, officers, employees and agents, from and against any and all claims, damages, liabilities, costs and expenses, including without limitation reasonable attorneys’ fees and costs of litigation, arising out of third party claims based on your participation in the Program.

10 Amendments; Termination. We reserve the right, to the maximum extent permitted by law, in our sole discretion and at any time, to (i) modify these Terms without notice to by posting them online at https://www.qualtrics.com/au/xm-talks-thriving-through-uncertainty-event-terms/, or (ii) modify or cancel the Program, in which case, no compensation shall be payable by Qualtrics to you and all Rewards shall be cancelled.

11 Additional terms.

1. (a) You will not issue any press release (or make any other public announcement) related to Qualtrics, the Program, or these Terms without the prior written approval of Qualtrics.
2. (b) The failure of either party to enforce or delay in enforcing rights hereunder will not be deemed a continuing waiver or modification of these Terms. In the event that any term or provision of these Terms is held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other term or provision hereof, and the parties agree thereafter to use their best efforts to substitute a provision of similar economic intent and effect.
3. (c) The parties agree that neither party will be liable in any manner whatsoever for acts of God, fires, strikes, accidents or other occurrences beyond its control that prevent either party from partially or completely performing its obligations hereunder.
4. (d) Participant may not assign its rights under these Terms without the prior written consent of Qualtrics. Qualtrics may assign its rights and obligations under these Terms without your consent.
5. (e) You and Qualtrics are independent contractors, and nothing contained herein or done pursuant hereto will be construed to create any relationship of principal and agent, joint venturers, partners, or employer and employee between you and Qualtrics. The parties will each be solely responsible for the conduct of their respective employees and agents in connection with the performance of their obligations hereunder. You shall not make any representation to any third party which is contrary to the foregoing.
6. (f) These Terms will be deemed made in and will be construed in accordance with and governed by the laws of the State of Utah. You irrevocably submit to venue and exclusive personal jurisdiction in the federal and state courts in Salt Lake County, Utah, for any dispute arising out of this Agreement, and waive all objections to jurisdiction and venue of such courts.

1 Eligibility. To enter the contest, you must be (i) at least 18 years old, (ii) considered the age of legal majority in the jurisdiction in which you reside, and (iii) meet any other eligibility requirements as separately provided by Qualtrics. Qualtrics may change the eligibility requirements at any time without notice. The Contest and these Rules are void in Quebec and where prohibited by law, and are subject to applicable laws. Entrants may not be a national or legal permanent resident of any of the following countries: Burma, Cuba, Iran, North Korea, Sudan or Syria. You are not eligible to enter the Contest if you are (a) an employee or independent contractor of Qualtrics or one of its affiliates or (b) a family member (spouse, domestic partner, parent, grandparent, sibling, child, or grandchild) of, or individual living in the same household as, an employee or independent contractor of Qualtrics or one of its affiliates.

2 Prizes; Verification. Prizes are as set forth above, or as separately described. All Prize winners will be required to provide documentation (that must be satisfactory to us in our sole discretion) to prove their eligibility to participate in the Contest. If you do not provide such documentation, you will forfeit your Prize and be disqualified from the Contest. Prior to awarding a Prize, we may require you to sign additional documents we believe are necessary or helpful to confirm your eligibility, to obtain a liability and publicity release, or to award any Prize. Prizes are for personal use only. Qualtrics will solely determine the Contest winners.

3 Taxes. ALL TAXES ASSOCIATED WITH ANY PRIZE ACCEPTANCE AND USE ARE YOUR SOLE RESPONSIBILITY. IF TAXES ARE APPLICABLE TO A PRIZE YOU RECEIVE, IT IS YOUR RESPONSIBILITY TO PAY THEM TO THE APPROPRIATE AUTHORITIES. WE RESERVE THE RIGHT TO REPORT PRIZES AND PRIZE RECIPIENTS TO ANY AUTHORITY WE DEEM APPROPRIATE. THE AWARDING OF ANY PRIZE TO YOU IS SUBJECT TO THE EXPRESS REQUIREMENT THAT YOU SUBMIT TO US ALL DOCUMENTATION REQUESTED BY US TO PERMIT COMPLIANCE WITH ALL APPLICABLE TAX REPORTING AND WITHHOLDING REQUIREMENTS. Each Prize winner will be required to provide any additional tax filing information as requested by us. You are responsible for ensuring that the tax documentation submitted to us complies with all applicable tax laws and requirements. If you fail to provide the documentation or submit incomplete documentation, the Prize may be forfeited and we may, in our sole discretion, select an alternate. Your employer may elect, at its sole discretion, to make any tax withholdings related to a prize through payroll.

4 LIMITATIONS OF LIABILITY. YOU AGREE THAT QUALTRICS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARE NOT RESPONSIBLE FOR ANY LIABILITY, LOSS, INJURY, OR DAMAGE TO PROPERTY OR TO PERSON RELATING IN ANY WAY TO THE CONTEST OR ANY ENTRY. YOU ALSO AGREE THAT THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR ANY ATTORNEYS’ FEES OR COURT COSTS DIRECTLY OR INDIRECTLY RELATED TO YOUR PARTICIPATION IN THE CONTEST, OR BY REASON OF YOUR ACCEPTANCE, POSSESSION, USE OR MISUSE OF THE PRIZES. FURTHER, IN ANY DISPUTE, UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN AWARDS FOR, AND YOU HEREBY WAIVE ALL RIGHTS TO CLAIM, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING ATTORNEYS' FEES. YOU FURTHER WAIVE ALL RIGHTS TO HAVE DAMAGES MULTIPLIED OR INCREASED.

5 GOVERNING LAW/DISPUTES. This Contest is governed by the laws of Utah, USA. As a condition of participating in this Contest, you agree, to the extent permitted by law, that any and all disputes which cannot be resolved between the parties, and causes of action arising out of or in connection with this Contest, will be resolved individually, without resort to any form of class action, in binding arbitration in Salt Lake City, Utah, under the rules of the International Centre for Dispute Resolution of the American Arbitration Association by an arbitrator appointed in accordance with such rules. The arbitration will be conducted in the English language, provided that any witness whose native language is not English may give testimony in his or her native language with simultaneous translation into English. Each party shall bear its own costs, and in no event shall either party be entitled to an award of costs or fees. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction.

6 Disqualifications. If you are disqualified for any reason, you will not receive a notice or explanation describing the reason for the disqualification. We reserve the right, in our sole discretion, to disqualify you and void all associated entries if you are found to be tampering with the entry or selection process, the outcome of the Contest, or the operation of the Contest, the Contest website, or the Qualtrics website; to be acting in violation of these Rules; or to be acting in an unsportsmanlike or disruptive manner or with intent to annoy, abuse, threaten, or harass any other person.