Hy-Vee has created the Customer Advisory Panel to provide a forum for you to share valuable feedback with us as a Hy-Vee customer. You agree to the Hy-Vee Customer Advisory Panel member obligations as fully set forth in these Terms, each of which is a condition precedent to your participation as a Hy-Vee Customer Advisory Panel member.

To participate in the Hy-Vee Customer Advisory Panel, you must opt-in on a platform created by Hy-Vee. You must be a legal resident of the United States and at least eighteen (18) years of age or older (or the age of majority in your state, whichever is greater). You must also be a Hy-Vee PERKS^® program member. Employees of Hy-Vee and/or any of its subsidiaries, affiliates, or related companies are not eligible to participate in the Customer Advisory Panel. Once your opt-in is received you will be enrolled in the Hy-Vee Customer Advisory Panel. In its sole discretion, Hy-Vee may remove you from participation in the Hy-Vee Customer Advisory Panel for any reason Hy-Vee deems appropriate.

As a member of the Hy-Vee Customer Advisory Panel, you will receive periodic surveys or requests from Hy-Vee to provide your opinion or response on a variety of different topics. You may choose whether to participate in the survey or request received from Hy-Vee. If you choose to participate, you may receive Perks in exchange for your feedback, as described below in Section 4.

The information that may be provided to you as a member of the Hy-Vee Customer Advisory Panel is confidential. You agree that you will hold all such information shared with you by Hy-Vee in your role as a member of the Hy-Vee Customer Advisory Panel confidential by keeping it in absolute confidence and not disclosing or discussing it with anyone. You may not copy or record any Hy-Vee confidential or proprietary information that may be provided to you. You may not take screenshots or videos of anything related to the Hy-Vee Customer Advisory Panel.

Hy-Vee may, in its sole discretion, offer Perks as incentives to Customer Advisory Panel members in exchange for signing up for the Customer Advisory Panel or participating in certain Customer Advisory Panel surveys or activities. You must complete the full survey or feedback request in order to receive Perks. Once you earn Perks, they will be added to your Hy-Vee PERKS® Program account. Perks and the criteria to qualify for Perks may change from time to time, and Perks may be offered on a limited basis. Hy-Vee reserves the right to withhold Perks and/or terminate your participation in the Customer Advisory Panel if it determines, in its sole discretion, that you are not in compliance your Customer Advisory Panel member obligations. Hy-Vee reserves the right, in its sole discretion, to change or modify the available Perks at any time.

Hy-Vee shall own all right, title and interest, including all intellectual property rights, in and to Hy-Vee’s website, App, and the Customer Advisory Panel. Intellectual property rights include copyright rights, trademark rights, patent rights, trade secrets, moral rights, rights of publicity, authors' rights, contract and licensing rights, goodwill, and any other intellectual property rights as may exist now or come into existence later, regardless of whether such rights arise under the laws of the United States or any other country or jurisdiction.

If and to the extent that you provide any responses, feedback, suggestions, improvements, comments, requests for changes or any other ideas, recommendations or reports during your participation on the Hy-Vee Customer Advisory Panel (hereinafter "Member Feedback"), you hereby assign and agree to assign any and all rights in and to such Member Feedback to Hy-Vee for no additional consideration. You hereby provide Hy-Vee with an irrevocable license and agree that Hy-Vee can use the Member Feedback, in whole or in part, for any purpose in its discretion, in any medium, without limitation, notice, review, or approval.

You acknowledge that Hy-Vee may need to gather and process personal data from you in order for you to participate in the Hy-Vee Customer Advisory Panel. The personal data you provide to Hy-Vee will be processed in accordance with its Privacy Policy.

You agree to indemnify, defend and hold Hy-Vee and its subsidiaries, affiliates, members, agents, officers, employees, licensees, successors and assigns harmless from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or alleged breach of any representation, warranty, covenant or agreement made by you herein, including without limitation, your disclosure of any confidential information that is provided to you or any violation of applicable laws or regulations.

These Terms apply as soon as you opt-in to become a member of the Hy-Vee Customer Advisory Panel and will end when terminated by either party (the "Term"). Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice by email. Hy-Vee expressly reserves its right to terminate the Hy-Vee Customer Advisory Panel, in whole or in part, at any time for any or no reason, as determined in its sole discretion, by giving members notice by email.

• Hy-Vee may modify these Terms at any time in its sole discretion. If any modification is unacceptable to you, your only recourse is to terminate your enrollment in the Hy-Vee Customer Advisory Panel. Your continued participation in the Hy-Vee Customer Advisory Panel following Hy-Vee's posting of any modified Terms will constitute binding acceptance of the change(s).

• If any provision of these Terms found to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not impair, affect, or render invalid or unenforceable any other provision of these Terms.

• You may not assign or delegate any rights or obligations under these Terms.

• You acknowledge that you are acting as an independent contractor and not as an employee of Hy-Vee. Nothing in these Terms will be construed to make you an agent, employee or legal representative of Hy-Vee.

• These Terms shall be governed by and construed under the laws of the state of Iowa, without regard to principles of conflicts of law, and the parties hereby submit to the exclusive jurisdiction of the federal and state courts located in Polk County, Iowa.

• These Terms contain the full understanding of the parties with respect to the subject matter hereof and supersedes all previous discussions, negotiations, and understandings, whether written or oral.