A. Koko is developing a sleep monitoring device (the “Device”) which is designed to be installed in an end user’s bedroom, collect various forms of data (e.g., sound, temperature, humidity) and then analyze that data to provide insights to the end user regarding the quality of his or her sleep.
B. You have agreed to allow Koko to install a pre-launch version of the Device on the premises identified on Exhibit A (“Property”) f so that Koko can collect, via such Device, certain data in accordance with this Agreement.
The term of this Agreement (the “Term”) commences on the Effective Date and will continue until the earlier of: (i) the end of the test period specified in Exhibit A and (ii) the date that either party provides written notice of termination to the other party, which either Koko or you may do at any time and without cause.
Access to Property.
You will permit Koko to access the Property at agreed upon dates and times for the purposes of installing, maintaining, testing, repairing or replacing the Device and to collect and obtain data from the devices. You (or your representative) will accompany Koko’s personnel while on the Property.
The Devices are and will remain the sole and exclusive property of Koko. You will use best efforts to protect the Devices from any loss or damage. You will not remove the Devices from the Property or dispose of the Devices, except as provided under Section 11. You acknowledge that each Device contains trade secrets of Koko and its licensors. You agree not to (and not to permit any third party to): (a) reverse engineer, decompile, dismantle, disassemble or otherwise attempt to discover the components or source code of the Device; or (b) remove any proprietary markings, notices, labels, locks or security devices on the Device except to the extent permitted under applicable law.
You agree to ensure that the Device is powered on and connected to wireless Internet service during the Term, at your expense.
You agree that you will use any information you learn relating to the Device or to Koko’s business or marketing plans, personnel or research and development only as necessary to perform this agreement and for no other purpose, and that you will not share that information with anybody. This doesn’t apply to any information that is or becomes generally known to the public other than as a result of a breach of this agreement.
Koko will pay You as specified in Exhibit A attached hereto.
Exhibit B attached hereto describes Koko’s data collection, use and disclosure practices in connection with the Device, including with respect to the recording of sound from within the Property. You hereby agree that Koko may collect, use and disclose data as described in Exhibit B.
Koko owns and retains all right, title, and interest in and to the Device, including all intellectual property and proprietary rights therein. You will not earn or acquire any rights or licenses in the Device on account of this Agreement or Your performance under this Agreement. You are not required to provide Koko with any ideas, suggested or feedback relating to the Device or any of Koko’s products and services (collectively, “Feedback”). If you do provide any Feedback to Koko, you agree that may freely use and exploit such Feedback without payment of further compensation to you.
Experimental Device; No Warranty. You acknowledge that the Device is an experimental device, and has not received regulatory approval by the Federal Communications Commission or any other regulatory agency. Each Device is provided "AS IS." KOKO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.
Release & Waiver.
Full and General Release and Waiver. To the maximum extent permitted under applicable law, you hereby irrevocably and forever waive, and release Koko and its officers, directors, employees and agents (collectively with Koko, the “Koko Parties”) from any and all legal, equitable or other claims, suits, actions, liabilities and damages of any nature whatsoever, whether known or unknown, contingent or actual, presently existing or to arise in the future, arising out of or in connection with this Agreement, including any and all claims, suits, actions, liabilities and damages for personal injury, death or any damage to or loss of property, howsoever caused, including if caused by the negligence or reckless conduct of any Koko Party; provided that the foregoing release and waiver does not include a release of any Koko Party from (1) liability for its fraud, intentional wrongdoing, willful misconduct, or gross negligence or (2) any liability to the extent it cannot be waived under applicable law.
You hereby expressly waive any and all rights conferred upon you California Civil Code Section 1542 or any similar statute or common law principle. California Civil Code Section 1542 provides that “A general release does not extend to claims THAT the creditor OR RELEASING PARTY does not know or suspect to exist in his or her favor at the time of executing the release AND THAT, if known by him or her, WOULD have materially affected his OR HER settlement with the debtor OR RELEASED PARTY.”
Effect of Termination.
Upon any termination of this Agreement, (a) You will, at Koko’s option and expense, either permit Koko to access the Property to uninstall and remove the Device or ship the Device to Koko; and (b) Koko will pay You any amounts properly due and payable under Section 6. Sections3, 5, 7, 8, 9, 10, 11 and 12 will survive any termination of this Agreement.
This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its body of law controlling conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein. The parties are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. This Agreement, including Exhibit A and Exhibit B, is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications between the parties regarding the subject matter of this Agreement. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. Koko may freely assign or transfer this Agreement, in whole or in part, by operation of law or otherwise. You may not assign or transfer this Agreement, in whole or in part, without Koko’s prior written consent. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns. Any required notice will be given in writing by customary means with receipt confirmed at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Koko Home’s Data Collection Policy
As part of Koko Home’s (“Koko Home,” “our,” “us,” or “we”) initial launch, we are placing a data recording device (“Device”) into employee and paid volunteer users’ (collectively, “User” or “Users”) bedrooms. Please note that installing a data collection device in your bedroom is NOT REQUIRED, even if you are an employee. This is a volunteer only process, and we understand that everyone can have their own personal reasons to not do this.
Please note that, because the default mode of the Device is to be on and recording information at all times, it may also capture information relating to individuals other than the Users (or members of User households) who have agreed to this Policy. Even in those instances, we will process the information we collect consistent with the terms of this Policy. You may choose to turn off recording through the Device at any time (as described in the “Your Choices” section below).
What Information Does The Device Collect?
The purpose of the Device is to monitor Users’ sleep quality by collecting radar and sound information, as well as information relating to other external factors, such as temperature, humidity, light, vibration, air quality, and pressure. In order for us to obtain the best results, the default mode is that the Device is on at all times and is always recording data, including sound information. The User may turn off the recording of data by utilizing the “Mute” or “Mute Other” functions (further described below under “Your Choices”).
How Do We Use The Collected Information?
We collect information through the Device in order to provide Users with information about their sleep quality. We also use the information we collect to improve the Device, conduct analytics and research concerning the Device, and enhance our products and services more generally.
We may share the information we collect with other entities to assist us with these purposes, in a manner that is consistent with the terms of this Policy.
How Do We Protect Your Privacy?
We take the following steps to protect your privacy:
We store the raw sensor recorded data only by a user ID and not by name, only approved employees may access any of this data, and only select approved employees may access the user ID to user name lookup table.
We anonymize all insights associated with your data (i.e., we do not share information that we derive from your sleep patterns in an identifiable manner).
We only share your information outside of the company in an anonymized or aggregated manner.
You have the following choices with regards to the information we collect through the Device:
You may review what information is currently being recorded at any time through the display on the Device. Icons will indicate which of the mute buttons listed below are engaged.
By pressing the “Mute” button, you may pause audio/sound recording through the Device at any time.
By pressing the “Mute All” button, you may pause radar data recording, audio recording, as well as all other contextual sensors (i.e., information relating to the humidity or temperature of the room) at any time. The Device will not be recording any sensor data in this state.
You may contact us using the information below to delete specific windows of data from any sensor.
If you are an employee, you may request that we delete all of the information that we have collected through the Device.
Please contact us at any time at firstname.lastname@example.org for any questions or concerns relating to this Policy.