IMPOSSIBLE INSIDERS TERMS & CONDITIONS

EFFECTIVE DATE: JULY 12, 2019

These Terms and Conditions (the “Terms”) are a binding agreement between you and Impossible Foods Inc. (“Impossible Foods,” “we,” “us” and “our”) and applies to your participation in the Impossible Foods Consumer Panel (the “Panel”). By participating in this Panel, you agree to these Terms and our Consumer Privacy Panel Privacy Statement (the “Privacy Statement”). If you do not agree with these Terms or the Privacy Statement, then you may not participate in the Panel. You acknowledge that you have reviewed these Terms and the Privacy Statement in their entirety, that you agree to these Terms and the Privacy Statement in their currently-posted form, and that these Terms constitute binding and enforceable obligations on you.

1. EFFECTIVE DATE AND CHANGES TO THESE TERMS 

The Effective Date of these Terms is set forth at the top of this webpage. Impossible Foods reserves the right to modify or amend the Terms without notice at any time. Changes will become effective immediately. Therefore, it is your responsibility to check these Terms for changes. Your continued use of the Panel following any modifications or amendments to the Terms will mean that you agree to the changes. The amended Terms supersede all previous versions.

2. PARTICIPATION IN THE PANEL

Before participating in the Panel, we will ask you to respond to an initial profile survey. Based on your responses to the initial profile survey, we may ask you to participate in the Panel. NOT EVERYONE WHO IS INTERESTED IN PARTICIPATING IN THE PANEL WILL BE INVITED BY IMPOSSIBLE FOODS TO DO SO. Impossible Foods reserves the right to select which individuals Impossible Foods invites to participate in the Panel in Impossible Foods’ sole discretion. If you are selected to participate in the Panel, we will send you an email invitation confirming your desire to join the Panel. To become a Panel participant, simply respond to the invitation email as instructed to indicate you would like to participate. By clicking on the link in the email, you will complete the registration process to become a Panel participant. We may subsequently choose, in our sole discretion, not to contact you in connection with the Panel for any reason.

3. PANEL ACTIVITIES

We may conduct the Panel using online surveys that allow participants to respond to questions about their Impossible Foods product consumption and interactions. We may also invite participants to participate in more traditional research activities. Traditional research can include events and other in-person activities, including buying and evaluating Impossible Foods products at various restaurants, participating in taste tests and attending other Impossible Foods events. This may requires participants to make themselves available for live in-person focus groups, moderated online focus groups, telephone interviews, to product tests and many other types of projects. Not all participants will be invited to all Panel activities and events. Impossible Foods will decide in its sole discretion which invitations, if any, will be given.

4. CONDITIONS

To participate in the Panel, you must provide all required information in our initial profile survey. To avoid receiving duplicate responses from the same person, each individual participant may use only one email address. Impossible Foods reserves the right to terminate any participant’s participation in the Panel at any time for any or no reason. 

Whether you are invited to participate in the Panel or any specific Panel survey, activity or event will vary depending on the requirements and objectives of Impossible Foods. If you do not fall into the specific category of individuals required by the survey, activity or event, you will not be selected to participate. You hereby understand and agree that Impossible Foods has no obligation to provide you with opportunities or to allow you to participate in any Panel survey, activity or event.

Impossible Foods may use online survey tools provided by its third party service providers. Your use of such third party online survey tools may be subject to that third party’s terms and conditions and privacy policy. Impossible Foods is not responsible for the terms and conditions or privacy policies of these third parties. We encourage you to read such terms and conditions and privacy policies, if any, carefully. 

5. CHILDREN

The Panel is not intended for or directed to persons under the age of 18. By responding to the initial profile survey or participating in the Panel, you represent and warrant to Impossible Foods that you are 18 years of age or older. 

6. EMAILS

By agreeing to these Terms, you agree to receive e-mails from Impossible Foods inviting you to participate in or providing you with information about surveys, events and activities relating to the Panel. You don’t have to participate in every instance. If, at any time, you decide that you don’t want to participate in the Panel at all, you can unsubscribe by clicking on the “UNSUBSCRIBE” link in any Panel-related email you receive from Impossible Foods.

7. TERMINATION OF PANEL PARTICIPATION

Impossible Foods may immediately terminate the Panel and/or your participation in the Panel at any time for any or no reason, with or without notice to you. If you wish to terminate your Panel participation, you may do so at any time unsubscribing from receipt of Panel-related emails through the “UNSUBSCRIBE” link in any email you receive from Impossible Foods or by sending an email to [email protected] clearly stating your intent to terminate your participation.

8. INCENTIVES

Generally. Participants are responsible for all taxes due as a result of incentives they receive from Impossible Foods for participation in the Panel. Impossible Foods is required by law to issue an IRS form 1099 to any participant paid $600.00 or more annually for participation in the Panel. All participants agree, when requested by Impossible Foods, to provide Impossible Foods with all information necessary to comply with all tax reporting requirements.

Online Surveys. Participants who complete surveys will have access to some of the latest information and insights regarding Impossible Foods products, including access to certain information that was learned as a part of the survey responses, all of which is Impossible Foods’ Confidential Information (as defined below).

Activities. Participants that are asked to participate in Panel-related activities such as buying and evaluating Impossible Foods products at various restaurants and attending other Impossible Foods events and who complete such activities will be reimbursed for their purchases and will receive Impossible Foods branded merchandise (e.g., water bottle, T-shirt, blanket). Valid receipts are required to receive reimbursement. 

In-Person Research. Participants that are asked to attend in-person research events such as taste tests and other market research-related activities and who participate in such events will receive a payment in the form of cash or a gift card as stated in the invitation to the in-person research event. Participants that participate in such events will also receive Impossible Foods branded merchandise (e.g., water bottle, T-shirt, blanket).

Incentives such as those described above may only be provided for full participation in specific Panel surveys, activities and events. Incentives may only be provided upon the full completion of the applicable survey, activity or event. Reimbursements or other payments will be sent to the address you have provided to Impossible Foods. If the incentive is not accepted within 90 days of internal date of record of sending the incentive, the payment shall be forfeited. Impossible Foods is not responsible for delays in reporting an incentive you do not receive or your failure to receive any cash payment.

9. PRIVACY

Impossible Foods is committed to safeguarding your privacy. Please review Impossible Foods’s Consumer Panel Privacy Statement. You hereby acknowledge and agree that the terms of our Privacy Statement are incorporated into and are part of these Terms and that by accepting this Terms, you are also accepting the Privacy Statement.

10. PROPRIETARY RIGHTS

Impossible Foods Materials and Information. All databases, survey forms, graphics, images, content, trademarks and logos provided on or in connection with surveys or on other materials provided by Impossible Foods are owned by Impossible Foods and its licensors, as applicable, and are protected by copyright, trademark, service mark, patent, trade secret or other proprietary rights and laws. 

Information and Materials You Provide. You hereby assign, transfer and convey to Impossible Foods, exclusively and perpetually, all right, title, and interest in and to all survey responses, audiovisual materials, including photographs, video, recordings, written materials, and all other content and materials you may generate and submit to Impossible Foods in connection with your participation in the Panel (collectively, “Participant Generated Content”). By submitting any Participant Generated Content, you represent and warrant that all such Participant Generated Content is your original work and you have all rights necessary to submit such Participant Generated Material and make the assignment and grant of rights set forth in these Terms. You agree that you will not upload or transmit any communications or content of any type that infringes upon or violates any rights of any party.  Without limiting the foregoing, Impossible Foods may, subject to these Terms and the Privacy Statement, use, reuse, reproduce, publish, republish, distribute, publicly display, publicly perform and prepare derivative works from, the Participant Generated Content, in whole or in part, without restriction as to the changes or alterations, and in any and all media now or hereafter known, for any purpose whatsoever. You hereby waive any right that you may have to inspect or approve the finished product or products, packaging, or the advertising copy or printed matter that may be used in connection therewith or the use to which it may be applied.

11. CONFIDENTIALITY

All surveys and other information provided to you by Impossible Foods in connection with your participation in the Panel, including information relating to Impossible Foods’s products, business and marketing programs is Impossible Food’s “Confidential Information.” Confidential Information does not include information that: (a) is or becomes publicly available through no breach by you of this Agreement; (b) was previously known to you prior to the date of disclosure; (c) you acquired from a third party without any obligation of confidentiality; or (d) was independently developed by you without reference to Impossible Foods’s Confidential Information. Except as expressly provided in this Agreement, you may not use or disclose any Confidential Information without Impossible Foods’s prior written consent. You agree to use reasonable care to protect Impossible Food’s Confidential Information. You acknowledge that due to the unique nature of the Confidential Information, Impossible Foods will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, Impossible Foods will be entitled to injunctive relief to prevent any unauthorized use or disclosure, without posting of a bond. 

12. WARRANTIES AND DISCLAIMERS OF WARRANTIES

IMPOSSIBLE FOODS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR SPECIFIC PROMISES ABOUT THE PANEL, YOUR PARTICIPATION IN THE PANEL OR ANY INFORMATION, MATERIAL OR INCENTIVES PROVIDED BY IMPOSSIBLE FOODS IN CONNECTION WITH THE PANEL. ALL INFORMATION, MATERIAL AND INCENTIVES PROVIDED BY IMPOSSIBLE FOODS IN CONNECTION WITH THE PANEL IS “AS-IS” AND “AS-AVAILABLE,” WITH ALL FAULTS. TO THE EXTENT PERMITTED BY LAW, WHICH MAY VARY BY JURISDICTION, WE DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, TITLE AND NONINFRINGEMENT WITH REGARD TO ALL INFORMATION, MATERIAL AND INCENTIVES PROVIDED BY IMPOSSIBLE FOODS IN CONNECTION WITH THE PANEL. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR PARTICIPATION IN THE PANEL.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IMPOSSIBLE FOODS AND ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS, CONTRACTORS AND REPRESENTATIVES (COLLECTIVELY, THE “IMPOSSIBLE FOODS REPRESENTATIVES”) WILL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF IMPOSSIBLE FOODS OR AN IMPOSSIBLE FOODS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL IMPOSSIBLE FOODS’ TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS OR IN CONNECTION WITH YOUR PARTICIPATION IN THE PANEL EXCEED ONE HUNDRED DOLLARS ($100). NO CLAIM OR ACTION ARISING FROM OR CONCERNING THE PANEL MAY BE BROUGHT OR OTHERWISE ASSERTED LATER THAN ONE (1) YEAR FROM THE DATE THE CLAIM OR CAUSE OF ACTION AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF THE REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

The limitations of liability provided in these Terms inure to the benefit of all of the Impossible Foods Representatives.

Some jurisdictions do not allow the disclaimer of warranties or limitation of certain damages so certain of the foregoing disclaimers and limitations may not apply to you.

14. INDEMNIFICATION

You agree to indemnify and hold harmless Impossible Foods and Impossible Foods Representatives from any and all losses, damages, liabilities, claims, demands, suits, or causes of action (including reasonable attorneys’ fees and costs) arising out of your participation in the Panel, your breach of these Terms or your violation of applicable law, rule or regulation.

15. WAIVER OF CLASS ACTION

YOU AND IMPOSSIBLE FOODS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 

16. GOVERNING LAW

This Agreement will be governed in all respects by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California, without giving effect to conflict of laws principles. The sole venue to bring any action under this Agreement shall be the state and federal courts sitting in San Mateo County, California, USA. The parties submit to the jurisdiction of such courts.

17. MISCELLANEOUS

No waiver by Impossible Foods of any term or condition set forth in these Terms shall be effective unless in a writing signed by an authorized representative of Impossible Foods or be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.

Should any provision of these Terms be held to be invalid, unenforceable, or illegal by a court of competent jurisdiction, such ruling will not affect or impair the validity, enforceability, or legality of any remaining portions of this Agreement, and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. All remaining portions will remain in full force and effect as if the original Terms had been executed without the invalidated, unenforceable, or illegal part.

These Terms constitute the entire agreement between you and us with respect to your participation in the Panel. Your participation in the Panel is also subject to the Privacy Statement.

The provisions of these Terms which by their nature should survive the termination of these Terms shall survive such termination.