TestMyBrain.org is a web-based interface for developing and administering web-based study protocols. The Researcher has requested use of TestMyBrain.org, operated by The Many Brains Project, a Massachusetts-based nonprofit corporations and federally recognized 501(c)(3)(hereafter: "Many Brains"), for use in research.
Many Brains will provide the Researcher access to the data recorded as the result of participant responses provided at the Testing Site ("The Data") through a results page, in the form of a single summary score.
In connection with the matters described in the Agreement, each party (the "Disclosing Party") may share certain confidential information and materials (the "Confidential Information") with the other party (the "Recipient"). For purposes of the Agreement, the Confidential Information of Many Brains shall include, but not be limited to, any technical information regarding the Tests or Testing Site, username and password for accessing the site, and any pricing information provided by Many Brains or contained herein.
Recipient agrees to keep confidential any Confidential Information, and further agrees that it will not, without the Disclosing Party’s prior written permission, (a) use any Confidential Information for any purpose other than performance under the Agreement, or (b) reproduce any Confidential Information. These obligations shall apply regardless of whether any of the information shall have been furnished orally or in writing or gathered by inspection and regardless of whether the information has been specifically identified as "confidential."
Recipient may disclose any Confidential Information to any Representatives who need to know such information for the purpose of evaluating or implementing the Agreement. ("Representatives" means any of Recipient's directors, officers, partners, employees, agents, representatives, including, without limitation, financial advisors, counsel, persons contemplating providing financing for any transaction, accountants, experts, and consultants.) Prior to disclosing any of the Confidential Information to any Representative, however, Recipient shall inform the Representative of the confidential nature of such information and undertake reasonable efforts to cause the Representative to treat such information on a confidential basis. Recipient shall be responsible for the breach of the Agreement by its Representatives, and shall take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure of any of the Confidential Information.
Notwithstanding the foregoing, Recipient shall have no obligation with respect to any portion of such Confidential Information which:
(a) is or shall have been known to Recipient before planning of this project commenced, as evidenced by dated writings;
(b) is disclosed to Recipient in good faith without restriction on further disclosure by a third party who has a right to make such disclosure; or
(c) is or shall have become generally known to the industry through no fault of Recipient.
Many Brains shall retain the entire right, title and interest in and to any technology utilized on the Testing Site or in the Tests, whether developed prior to, during or after the Testing Period, including without limitation the Tests and the Data themselves. The entire right and title in all inventions, discoveries, processes, methods, compositions, formulae, techniques, information and data, whether or not related to the Tests, the Testing Site, or any services performed hereunder, whether or not patentable, and any patent applications or patents based thereon, developed by Many Brains in the performance of the activities contemplated by the Agreement, whether or not developed specifically for the Tests or the Testing Site or with input from the Researcher or other Client’s employees or agents, shall be owned by Many Brains. Many Brains retains ownership of the Data for the following purposes only: (1) providing contracted service in association with this project, (2) quality assurance for individual Tests or the Testing Site, and (3) generating summary statistics for normative purposes. Many Brains will handle the data confidentially and will not distribute study-level or non-cognitive data to anyone other than the Researcher. Unless otherwise specified, the Researcher retains all rights of publication and dissemination of the collected Data for educational and research purposes including journal articles, dissertations, and related media, and the entire right and title in all discoveries developed by the Researcher from the Data shall be owned by the Researcher.
The Researcher agrees to notify Many Brains of any publications (including preprints, data publications, dissertations, posters, and peer-reviewed papers) arising from the Data, including those arising from any substudy or secondary analysis that uses the Data. The Researcher will also send Many Brains an electronic copy of all relevant publications as soon as possible. The Researcher agrees to acknowledge the role of Many Brains in all publications, press releases, and presentations. Unless otherwise specified, the following statement will also be included in all publications: "This research was conducted with the support of the web-based research platform, TestMyBrain.org, a resource maintained and supported by The Many Brains Project, Inc."
THE SERVICES AND TECHNOLOGIES PROVIDED BY MANY BRAINS HEREUNDER (INCLUDING WITHOUT LIMITATION THE TESTING SITE, THE TESTS, AND ANY DATA PROVIDED HEREUNDER) ARE PROVIDED "AS IS" AND MANY BRAINS DOES NOT PROVIDE ANY WARRANTY WHATSOEVER WITH RESPECT TO THEIR PERFORMANCE, INCLUDING THEIR SAFETY, QUALITY, EFFECTIVENESS, COMMERCIAL VIABILITY OR MERCHANTABILITY. CLIENT ASSUMES ALL RESPONSIBILITY AND LIABILITY IN THIS REGARD. Many Brains’ liability, whether in contract, tort, or otherwise, arising out of or in connection with the Tests, the Data, or otherwise in connection with this Agreement shall not exceed the amounts actually paid to Many Brains by Client hereunder.
Each party hereto (the “Indemnitor”) hereby agrees to indemnify, defend and hold the other party (the “Indemnitee”) and its officers, directors, employees and agents harmless from and against any and all losses, costs, expenses (including reasonable outside attorneys’ fees), claims, suits and liabilities by third parties (collectively, “Claims”) that Indemnitee may suffer or incur, that arise, result from, or relate in any way to (i) Indemnitor’s infringement of any intellectual property or other rights of a third party; (ii) Indemnitor’s violation of any laws or regulation of any governmental, regulatory or judicial authority arising from its performance of its obligations under this Agreement; or (iii) the actual or alleged gross negligence or willful misconduct of Indemnitor or its employees or other agents in connection with this Agreement. In addition, the Client agrees to indemnify, defend and hold Many Brains and its officers, directors, employees and agents harmless from and against any and all Claims arising out of the Researcher’s interactions with Participants or any use of their personal information by the Researcher.
This agreement may not be assigned or delegated by either party, in whole or in part, without the prior written consent of the other party. This agreement shall be binding upon and inure to the benefit of each party and its successors and assigns.
This Agreement shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be subject to, and the Client consents to, the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts.