Effective Date: 2/20/23

These Client Terms form a part of our Terms of Service and apply to all Clients in connection with their use of the Service. Capitalized terms used but not defined in these Client Terms will have the meanings given to them in our Terms of Service.

1. Client Acknowledgements. To field and administer studies through the Service, you acknowledge and agree to these Client Terms, including the following:
   1. You will hold in the strictest confidence, and take all reasonable precautions to prevent, any unauthorized use or disclosure of the personal information of any Respondent, and you will not use any such personal information for any purpose whatsoever other than as necessary and appropriate to conduct a research study. You will process all Respondent personal data in accordance with the Emporia Terms and applicable laws. You acknowledge and agree that Emporia has no obligation to make any information about any Respondent available to you through the Service.
   2. You agree not to (i) re-contact any Respondent who previously applied to participate in your research study unless all communication is handled through the Service or (ii) take any action that encourages or solicits any Respondent to participate in a research study without use of the Service.
   3. You agree to use the Service solely for your internal business purposes and not for resale or further distribution. You further agree not to use the Service for any unintended purpose, including, without limitation, panel recruitment, creating a competing product or service or for purposes of attempting to sell products or services.
   4. You agree that Emporia may use your name and logo to identify you as a client of Emporia on Emporia's website and marketing materials, provided that Emporia will comply with Client's brand guidelines to the extent provided to Emporia. You may revoke this consent in writing to Emporia at any time.
   5. You agree to limit your access to the Service to your approved employees or representatives who have valid, designated login credentials to the Service. You are solely responsible for: (i) issuing and managing your authorized users' login credentials; (ii) verifying the identity of, and validating use of login credentials by, your authorized users; and (iii) ensuring that your authorized users comply with these Terms of Service. You assume all responsibility and liability for the use of your account and for maintaining the confidentiality, privacy and security of your account and login credentials. You must promptly inform Emporia of any known or suspected unauthorized use of your account or any other breach of security related to the Service.
   6. Emporia may stop you from booking a specific Respondent at any time and for any reason.
2. Fees; Payment; Reconciliation Reports, Taxes.
   1. You will pay to Emporia the applicable fees for the Service in accordance with the Emporia Terms and/or any order form or statement of work signed by you and Emporia. Emporia reserves the right to change the fees or applicable charges and to institute new charges and fees at any time by updating the Emporia Terms unless you and Emporia have agreed otherwise in a writing signed by you and Emporia.
   2. Prepaid fees are not refundable except as expressly provided in these Terms of Service or a Statement of Work between you and Emporia.
   3. Emporia may use a third-party payment service provider to bill you through an online account, in which case the processing of payments will be subject to the terms and privacy policies of such third-party payment service provider in addition to these Terms of Service. By submitting payment account information accordingly, you acknowledge and agree that Emporia does not control and has no liability for the security, functionality, operation or availability of any such third-party payment service provider. If the parties agree that Emporia will bill you through an invoice, you agree to pay all invoices within thirty (30) days of the applicable invoice date. If any undisputed amounts due remain unpaid more than thirty (30) days after the due date, in addition to Emporia's right to other remedies available under law, Emporia may (i) charge interest for late payment on any outstanding balance equal to the lesser of 1.5% per month or the maximum amount permitted by law, and/or (ii) suspend your access to the Service, and/or (iii) terminate these Terms of Service. If you believe that Emporia has billed you incorrectly, you must provide notice to Emporia, in reasonable written detail, specifying the alleged error no later than sixty (60) days after the issue date of the invoice in which the error appeared.
   4. The Client is required to provide a reconciliation report within five (5) business days following the completion of a project’s fielding time. The report should detail the total number of participants and other information as may be required by Emporia to finalize billing. If the client does not provide the reconciliation report within one week of the conclusion of fielding time, Emporia will bill the client for the full amount of the Service Fees and any applicable Incentive Processing Fees.
   5. In the event that the Client classifies a proportion of the total data provided as 'bad data', and this proportion is less than 10%, the following policy will apply. Emporia will still honor the participant incentives associated with this proportion of 'bad data', and the Client will be responsible for these incentive fees, given that Emporia is managing participant incentives. However, Emporia will make appropriate adjustments to the recruitment fees associated with this 'bad data' on the Client's invoice. The specifics of these adjustments will be determined on an individual basis, considering the nature and extent of the 'bad data' identified. The Client will be notified of, and consent to, any such adjustments prior to the issuance of the final invoice.
   6. Except for taxes imposed on Emporia's net income, you are responsible for paying any taxes, levies, duties, fees or other amounts assessed or imposed by any government authority, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively, “Taxes”), and Emporia will invoice you for such Taxes if Emporia believes it has a legal obligation to do so. You agrees to pay such Taxes if so invoiced, except to the extent that you provide written evidence of a valid exemption from any such Taxes. You are solely responsible for evaluating, reporting and remitting any taxes that may be due to any taxing authority in connection with incentive payments that you distribute to Respondents.
3. Incentives.
   1. You may offer an incentive payment to Respondents as consideration for participating in a research study. You are solely liable for any incentive payments offered to Respondents, except to the extent arising from Emporia's negligence or willful misconduct. Incentives may be provided directly to Respondents by you, or they may be provided to Respondents by Emporia on your behalf.
   2. If you elect to distribute incentive payments to Respondents directly, you agree to issue such payments within ten (10) business days of the Respondent's completion of their participation in a research study. Incentive payments that have not been issued within ten (10) business days may, in Emporia's sole discretion, be distributed by Emporia and billed to the Client.
   3. If you elect for Emporia to distribute incentive payments to Respondents on your behalf (to the extent Respondents reside in a country in which Emporia supports such incentive payments), you agree that: (i) upon the Respondent's completion of their participation in a research study, you will promptly (and in any event within three (3) business days) confirm such Respondent's completion within the Service; (ii) Emporia will compensate the Respondent in the amount of the incentive payment in the form enabled by the Service; and (iii) you will pay the full amount of the incentive payment plus any applicable processing fees to Emporia. If you have not confirmed a Respondent's completion within three (3) business days, the incentive payment may, in Emporia's sole discretion, be distributed to such Respondent by Emporia and billed to the Client.
4. Client Data; Respondent Data. Although Emporia reserves the right to review or remove any data or other information that appears in the Services, including but not limited to data provided by the Client, Emporia does not assume any responsibility for the accuracy or reliability of any data provided by its clients or Respondents, or any information exchanged between its clients and any Respondents. Emporia does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any research study or any communication between you and any Respondent. Respondents are independent third parties over whom Emporia has no control, responsibility or liability. You are responsible for obtaining and securing from each Respondent that participates in one of your research studies (i) any non-disclosure or similar agreements that you may require for and (ii) any informed consent that may be required for participating in or sharing information in connection with your research studies. Without limiting the foregoing, you agree to obtain any legally required consent from Respondents to the extent you collect any Sensitive Information from Respondents, and you agree not to provide or submit any Sensitive Information to Emporia or the Service. As used in these Client Terms, "Sensitive Information" means health information, biometric information, government-issued identification numbers, financial account information and any other personal information that is subject to enhanced protection under applicable law.
5. Confidentiality. As used in this Section, the term "Discloser" shall refer to the Client whenever the context refers to the Client's Confidential Information being disclosed to Emporia, which is referred to as "Recipient" in that context. Conversely, the term "Discloser" shall refer to Emporia whenever the context refers to Emporia's Confidential Information being disclosed to the Client, which is referred to as "Recipient" in that context.
   1. "Confidential Information" means information and physical material not generally known or available outside Discloser and information and physical material entrusted to Discloser in confidence by third parties. Notwithstanding the above, Recipient shall not have liability to Discloser with regard to any Confidential Information that Recipient can prove (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of Recipient; (ii) was known to Recipient, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) was independently developed by Recipient without any use of Confidential Information, as demonstrated by files created at the time of such independent development; (iv) is disclosed generally to third parties by Discloser without restrictions similar to those contained in these Terms of Service; (v) becomes known to Recipient, without restriction, from a source other than Discloser without breach of these Terms of Service by Recipient and otherwise not in violation of Discloser's rights; or (vi) is disclosed with the prior written approval of Discloser.
   2. Recipient shall not use Confidential Information for its own use or for any purpose other than to carry out the intent of these Terms of Service. Recipient shall not disclose or permit disclosure of Confidential Information to third parties or to employees of Recipient, other than directors, officers, employees, members, managers, consultants and agents of Recipient who are required to have the information in order to carry out the obligations hereunder. Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under these Terms of Service to have any such information. Such measures shall include the degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient shall notify Discloser of any misuse, misappropriation or unauthorized disclosure of Confidential Information which may come to Recipient's attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information to the extent required pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Recipient shall provide prompt notice of such court order or requirement to Discloser to enable Discloser to seek a protective order or otherwise prevent or restrict such disclosure (unless ordered by a court of competent jurisdiction not to provide such notice).
6. Disclaimer.
   1. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERM OF SERVICE, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND EMPORIA HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE (IRRESPECTIVE OF ANY PREVIOUS COURSE OF DEALINGS BETWEEN THE PARTIES OR CUSTOM OR USAGE OF TRADE), OR RESULTS TO BE OBTAINED OR DERIVED FROM THE USE OF THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE EMPORIA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "EMPORIA PARTIES"), FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO YOUR CONDUCT OF ANY RESEARCH STUDY. EMPORIA DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON ANY INFORMATION OBTAINED BY YOU FROM ANY RESPONDENT AND ANY ACT OR OMISSION OF ANY RESPONDENT. YOU AGREE, UNDERSTAND, AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR SUCCESSORS AND ASSIGNS.
7. Limitation of Liability.
   1. IN NO EVENT SHALL ANY EMPORIA PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SERVICE.
   2. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE EMPORIA PARTIES TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM YOUR USE OF THE SERVICE EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY YOU TO EMPORIA DURING THE IMMEDIATELY PRECEDING SIX-MONTH PERIOD.
8. Indemnification.
   1. Emporia will indemnify, defend and hold the Client and its directors, officers, employees, and agents from and against any third-party claim to the extent arising from or relating to the Client's authorized use of the Service infringing or misappropriating a third party's intellectual property rights, and Emporia will pay any damages and costs (including reasonable attorneys’ fees) finally awarded against the Client and its directors, officers, employees, and agents or agreed in settlement by Emporia resulting from such a claim. In the event that such a claim occurs is likely to occur, as determined by Emporia, Emporia will have the right, in its sole discretion, to: (i) obtain the right for the Client to continue using the Service; (ii) replace or modify the allegedly infringing portion of the Service to avoid infringement without reducing overall functionality; or (iii) terminating any then-current engagements with the Client and refunding any prepaid, unused fees. Emporia will have no liability or obligation under this Section 6(a) to the extent arising from the modification or alteration of the Service by or at the direction of the Client, the Client's combination, operation or use of the Service with materials materials not provided by Emporia, or any content or data provided or made available by the Client or any Respondent.
   2. The Client will indemnify, defend and hold Emporia and its directors, officers, employees, and agents harmless from and against any third-party (including any Respondent) claim to the extent arising out of or related to the Client's breach of the Emporia Terms, and the Client will pay any damages and costs (including reasonable attorneys’ fees) finally awarded against Emporia and its directors, officers, employees, and agents or agreed in settlement by the Client resulting from any such claim.
   3. The indemnifying party’s obligations in this Section 6 are contingent upon receiving: (i) prompt written notice of the claim, except to the extent a failure to receive prompt notice does not materially prejudice the defense of the claim; (ii) the exclusive right to control and direct the investigation, defense and settlement of the claim, provided that the indemnified party may participate in the defense of a claim with its own counsel at its own expense; and (iii) reasonable cooperation of the indemnified party, at the indemnifying party’s expense. The indemnifying party will not settle any claim without the indemnified party’s prior written consent unless the settlement fully and unconditionally releases the indemnified party and does not require the indemnified party to pay any amount, take or refrain from taking any action, or admit any liability.
9. Assignment. These Terms of Service may not be assigned or otherwise transferred by either party without the other party’s prior written consent, which consent may not be unreasonably withheld, conditioned or delayed; provided, however, that either party may assign these Terms of Service without the consent of the other party in connection with the sale, merger or other corporate combination involving all or substantially all of the assigning party’s assets to a third party. These Terms of Service will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. Emporia may subcontract certain portions of the Service at any time without notice, provided that Emporia will remain responsible for the performance of its subcontractors.
10. Changes. Any amendments, modifications or supplements to these Terms of Service must be in writing and signed by each party's authorized representatives. Nonetheless, with notice to the Client, Emporia may modify any policies referenced in the Emporia Terms to reflect new features or changing practices (including, without limitation, updated pricing and payment terms), provided that such modifications will not materially decrease Emporia's obligations under these Terms of Service. The terms in any Client purchase order or business form will not amend or modify these Terms of Service and are expressly rejected by Emporia.

Electronic Acceptance.

These Terms of Service and any related amendments and order forms may be accepted in electronic form and the Client's acceptance will be deemed binding between the parties.