Master Service Agreement

“Affiliate” means any entity controlling, controlled by, or under common control with the Company.

“Authorized User” means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Platform and Services in accordance with the Agreement. Except as expressly stated herein, the term “Customer” shall further include its Authorized Users.

“Confidential Information” means all non-public confidential and proprietary information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) through the parties' engagement under the Agreement, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, can or should reasonably be understood as confidential. Confidential Information shall not include information that: (a) is or becomes part of the public domain through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party.

“Customer Data” means all data, information, and other content of any type and in any format provided by the Customer to the Company or uploaded to the Platform in order to receive the Services, as well as data obtained from applicable surveys and the Work Product.

“Documentation” means any digital or printed technical user manuals, notes, instructions, summaries, service level agreements, or other supporting documentation provided by the Company to the Customer.

“Intellectual Property” means all intellectual property rights of every kind and description, including without limitation: (i) rights in or to trademarks and service marks, trade names, logos, and other designations of origin; (ii) patents and patent applications; (iii) rights in or to copyrights, whether or not registered; (iv) rights in or to trade secrets and confidential information, including know-how, technology methods, ideas, and inventions; (v) rights in software and computer code in any form; and (vi) all applications and registrations of any of the foregoing.

“Statement of Work” or “SOW” means the Company's written proposal governed by this MSA, describing the Services and the terms for purchasing the Services, as mutually executed by Customer and the Company.

“Work Product” means all creations and deliverables related to market research, including analysis reports, interactive dashboards, presentations, results, data insights, and materials produced by the Company and provided to Customer as part of the Services.

“De-Identified Data” means Customer Data and Work Product from which the Company has removed, or does not include, (i) the identity of the Customer and of any brand, product, or concept owned or controlled by the Customer, (ii) direct and indirect identifiers of individual survey respondents, and (iii) Customer's Uploaded Materials in their original creative form, such that the data cannot reasonably be used, alone or in combination with other information reasonably available to a recipient, to identify the Customer, an individual respondent, or the specific study from which it originated.

“Normative Data” means statistical norms, benchmarks, distributions, averages, indices, model parameters, and comparable reference measures derived from De-Identified Data across multiple customers and studies.

“Uploaded Materials” means concept designs, advertising creative, packaging artwork, product prototypes, brand assets, research briefs, RFPs, and other creative or strategic materials provided by Customer to the Company or uploaded to the Platform.

Subject to the terms herein, and solely for the duration of the Term, the Company hereby grants the Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable, royalty-free licence to access and use the Platform and the Services, solely for Customer's internal non-commercial use.

The Customer will be provided with access to an online account (“Account”), enabling access to a designated interface, the ability to view and download the Work Product, and use of the Services. The Customer will be responsible for all activities that occur under its Account and agrees to notify the Company immediately of any unauthorized use. The Company will not be responsible for any damage caused by Authorized Users' access or any unauthorized access resulting from Customer's negligence or unauthorized disclosure of Account credentials.

The Customer undertakes not to: (i) transfer, sell, assign, sublicence, or otherwise dispose of the Platform or any portions thereof, including the Documentation, to any third party; (ii) decompile, disassemble, reverse-engineer, or modify the Platform in any form or by any means; (iii) interfere with or disrupt the integrity or performance of the Platform and Services; (iv) attempt to gain unauthorized access to the Platform's software or code; (v) copy or create derivative works of the Platform, Services, or Documentation, in whole or in part; or (vi) use the Services for any illegal, immoral, or unauthorized purpose or in breach of applicable law.

Failure to comply with the obligations set forth herein may result, at Company's sole discretion, in the suspension or termination of Customer's access to the Account, without derogating from any other remedy the Company may be entitled to under the Agreement or applicable law.

The Company reserves the right to modify, update, enhance, improve, remove, replace, or otherwise change the Platform or any part of its features, provided that such modifications will not result in a material reduction of the performance or availability of the Platform and Services.

Each party hereby represents and warrants that: (i) it has the full legal authority to be engaged by and perform its obligations under the Agreement; and (ii) nothing contained in the Agreement nor the performance thereof shall place the relevant party in breach or default of any obligation, law, or regulation by which it is bound.

The Company represents and warrants that: (i) it owns or has the legal rights in the Platform; and (ii) it will provide the Services in a manner which conforms to the applicable SOW and Documentation.

Customer hereby represents and warrants that: (i) it will ensure that all Authorized Users comply with the terms of the Agreement and will promptly suspend any Authorized User's access upon becoming aware of a violation; and (ii) it will comply with any Documentation concerning access to and use of the Platform.

Customer shall pay the consideration and fees as set forth in the applicable SOW (collectively “Fees”). All Fees are payable within thirty (30) days of the date of the Company's invoice (“Net 30”), which the Company may issue upon execution of the applicable SOW. Customer's obligation to pay the Fees shall be effective regardless of Customer's actual use of the Platform, Services, or Work Product. Where the Company offers a discount for payment in advance of the due date, that discount applies only if payment is actually received before the date stated in the SOW; it does not vary the Net 30 term for any other invoice.

All amounts payable by Customer under the Agreement are exclusive of all applicable taxes, including without limitation sales, use, value-added, withholding, or other taxes, customs, levies, or duties imposed by taxing authorities on transactions. Customer shall be responsible for payment of all such taxes, excluding only taxes based solely on Company's net income.

Non-payments or late payments of Fees shall bear interest at the rate of 1.5% per month, or the maximum rate allowed by applicable law, without derogating from other rights and remedies afforded to the Company. The Company reserves the right to suspend Customer's access to the Platform and Services if Customer fails to pay Fees according to the terms of the Agreement, or otherwise terminate the Agreement or an SOW without liability to Customer.

This MSA will commence on the date it is executed by the parties (“Effective Date”) and will continue in perpetuity until terminated as set forth herein (“Term”).

Each party may terminate this MSA as follows: (i) where there are no executed and pending SOWs in effect, this MSA may be terminated by either party, with or without reason, by providing fifteen (15) days' prior written notice; (ii) where executed and pending SOWs are in effect, either party may terminate this MSA by providing prior written notice, effective on the later of: (a) the expiration of the applicable SOW; or (b) fifteen (15) days after the termination notice.

Customer may terminate an SOW by providing the Company with prior written notice, provided that all Fees agreed upon under such SOW will be fully paid. Each party may terminate this Agreement if the other party materially breaches any provision of the Agreement and fails to cure such breach within fifteen (15) days of receipt of written notice from the non-breaching party. Termination under this section does not limit either party from pursuing any other available remedies, including injunctive relief.

Upon expiration or termination for any reason of the Agreement: (i) Customer shall cease access to and use of the Platform and Services; (ii) each party will promptly return to the other party all Confidential Information in its possession or control, except as required by applicable law; and (iii) such expiration or termination shall not derogate from rights and obligations accrued prior to the effective date of termination, nor relieve Customer of its obligation to pay Fees that remain unpaid.

All sections which by their nature are intended to survive termination shall survive termination or expiration for any reason.

Subject to Section 7.3 (De-Identified Data and Normative Data), except as set forth herein and to the extent required under applicable law, the Receiving Party agrees to keep confidential and not disclose, use, copy, or distribute any Confidential Information to anyone other than those of its employees and contractors who have a need to know such information for the purposes of the Agreement, and provided that such employees and contractors are bound by obligations concerning such Confidential Information no less protective than those contained herein. These obligations shall survive termination of the Agreement for a period of three (3) years. All Confidential Information shall remain the property of the Disclosing Party, and no licence to any Intellectual Property is granted by its disclosure.

Each party acknowledges that its breach of this Section may cause the other party extensive and irreparable harm, and agrees that the other party shall be entitled to injunctive relief, without posting a bond, to prevent unauthorized use or disclosure of its Confidential Information, in addition to any other remedy available under applicable law.

All Intellectual Property and all other rights, title, and interest of any nature in and to the Platform, the Services, and Documentation (including all modifications, enhancements, upgrades, and derivative works thereof, but excluding Customer Data and Work Product) (“Company's Intellectual Property”) are and shall remain the exclusive property of the Company or its licensors. Customer has no right in or to the Company's Intellectual Property and shall not use, copy, reproduce, create derivative works of, reverse engineer, or otherwise exploit any of the Company's Intellectual Property except as expressly permitted in the Agreement.

The Customer Data and Work Product shall be owned exclusively by and be the property of the Customer (“Customer's Intellectual Property”).

De-Identified Data and Normative Data. Notwithstanding Section 6 (Confidentiality), Section 7.1, or Section 7.2, and as a material condition of the pricing set out in each SOW, Customer grants the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable and transferable right and licence to retain, reproduce, aggregate, analyse, and otherwise use Customer Data and Work Product in De-Identified form in order to: (i) create, maintain, expand, and commercialise Normative Data and benchmarking products, including category, market, audience, and question-level norms made available to the Company's other customers and to the public; (ii) develop, train, test, evaluate, and improve the Company's Platform, Services, methodologies, question standards, sampling models, data-quality controls, statistical models, and machine-learning models; and (iii) conduct internal research, quality assurance, validation, methodological studies, and blinded internal analyses of any kind. Normative Data and any other output of the foregoing constitute the Company's Intellectual Property and may be used by the Company without restriction and without attribution, obligation, or payment to Customer, and this Section survives expiration or termination of the Agreement.

Limits on the foregoing. The rights granted in Section 7.3 are subject to each of the following, and nothing in Section 7.3 permits the Company to: (i) identify the Customer, or any brand, product, or concept owned or controlled by the Customer, as the source of any data, result, or norm, except with Customer's prior written consent; (ii) disclose Customer Data or Work Product in a form that is attributable to the Customer or to a specific study, or that would permit a recipient to reconstruct Customer's individual results; (iii) disclose any Uploaded Materials, or any derivative of Uploaded Materials that reproduces their creative expression, to any third party; (iv) disclose personal data of any survey respondent, or attempt to re-identify any respondent; or (v) publish or make available any norm, benchmark, or statistic derived from fewer than five (5) distinct studies or from a cell of fewer than thirty (30) respondents, so that no individual study can be isolated from an aggregate. For the avoidance of doubt, De-Identified Data is not Confidential Information of the Customer once de-identified in accordance with Section 1.9, and the Company's obligations under Section 6 continue to apply in full to Customer Data and Work Product in identifiable form.

Customer acknowledges that it is solely liable for the Customer Data uploaded to the Platform or otherwise provided to the Company. The Company does not monitor or review Customer Data and expressly disclaims all liability in connection therewith except as provided herein.

In the event that Customer Data includes personal data, or that personal data of survey respondents will be processed by the Company through the course of providing the Services, the parties undertake to comply with all applicable data protection laws and regulations. The Company processes such personal data as a processor on Customer's documented instructions, maintains commercially reasonable technical and organisational safeguards appropriate to the risk, imposes equivalent obligations on any sub-processor it engages, and assists Customer, at Customer's reasonable expense, with data subject requests and with any breach notification required of Customer by applicable law. De-identification carried out under Section 7.3 is performed on Customer's instruction and in the Company's legitimate interest in maintaining industry norms.

Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its respective affiliates, officers, directors, shareholders, and representatives (“Indemnified Party”) from any and all demands, judgments, awards, losses, damages, expenses, claims, and liabilities, including reasonable legal fees, arising out of a third-party claim resulting from: (i) a breach of the Agreement or violation of applicable law by the Indemnifying Party; (ii) the Indemnifying Party's gross negligence, wilful misconduct, or fraud; or (iii) the Indemnifying Party's infringement or misappropriation of a third party's intellectual property rights or privacy. Notwithstanding the above, the Company shall not be obligated to indemnify the Customer if such claim arises from the misuse of the Platform or Services.

The obligations under this section apply only if the Indemnified Party: (i) promptly notifies the Indemnifying Party in writing of the claim; (ii) permits the Indemnifying Party to control the defense and settlement of the claim; and (iii) reasonably cooperates with the Indemnifying Party in the defense and settlement of the claim. In no event will the Indemnifying Party agree to any settlement that involves any negative commitment of the Indemnified Party without its prior written consent.

The Work Product and any other information generated by the Company as part of the Services, including statistical analysis, results, conclusions, inferences, and aggregate data, are assumptions-based and statistically driven, compiled from data obtained from survey respondents, Customer Data, or third parties, with no assurance as to accuracy or validity. Customer acknowledges that the Company does not provide marketing, sales, or business advice, and that the Services shall not constitute a recommendation or endorsement to perform any action of any kind. Customer assumes all risk and responsibility for the selection and use of the Services and any decisions made in reliance on the Work Product.

Except as otherwise expressly stated herein, and to the maximum extent permitted by law, the Platform, Services, Work Product, and Documentation are provided on an “as is” and “as available” basis without warranty of any kind.

The Company disclaims all warranties, express or implied, including without limitation warranties of merchantability, accuracy, completeness, reliability, or fitness for a particular purpose. The Company will have no duty or obligation to verify, correct, complete, or update any Work Product or other information made available through the Services.

The Company assumes no responsibility or liability for: (i) any unauthorized access to the Platform or use of the Services; (ii) any interruption or cessation of transmission to or from the Platform; (iii) any bugs, viruses, or similar malicious code transmitted to or through the Platform; (iv) inability to access or use the Platform resulting from Customer's systems; or (v) any loss of Customer Data or content. It is Customer's responsibility to extract and backup any Customer Data and Work Product.

In no event will the Company be liable for any indirect, consequential, special, punitive, or incidental damages, or damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss arising out of the access to or use of the Platform or Services, even if the Company has been advised of the possibility of such damages.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY'S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE STATEMENT OF WORK WHICH IS THE SUBJECT OF THE EVENT GIVING RISE TO SUCH CLAIM.

No actions may be brought against the Company arising from or in connection with the Agreement later than one (1) year following the effective date of the expiration or termination of the Agreement.

Amendments. The Company reserves the right to modify or amend the terms of this MSA at any time in its sole discretion, provided that in the event of a material change, the Company will provide Customer with fifteen (15) days' prior written notice before such changes become effective. The most current version of this MSA will be reflected in the “Last Updated” date appearing in the header.

Assignment. Neither party may assign or otherwise transfer this Agreement or its rights and obligations hereunder to a third party without the other party's prior written consent; provided, however, that the Company may assign this Agreement without consent: (a) in connection with a merger, acquisition, or sale of all or substantially all of its business or assets; or (b) to any affiliate or as part of a corporate reorganisation.

Entire Agreement. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties, whether written or verbal.

Force Majeure. The Company will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, labour disputes, electrical or power outages, telecommunications failures, earthquake, global pandemic, storms, blockages, embargoes, riots, acts of government, acts of terrorism, or war.

Jurisdiction; Governing Law. This Agreement shall be governed and construed by the laws of the State of New Jersey, United States, without giving rise to any conflict of law provisions. The parties hereby agree to the exclusive jurisdiction of the courts of the State of New Jersey.

Independent Contractors. The parties are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

Notices. All notices, requests, demands, and other communications required or permitted hereunder must be in writing and shall be deemed duly given: (i) immediately if delivered by electronic mail to the address on record in the Account or the SOW; or (ii) one day after delivery by receipted courier delivery. All correspondence exchanged between the parties shall be in the English language only.

No Third-Party Beneficiaries. Except as set forth herein, this Agreement does not create any third-party beneficiary rights for any individual or entity that is not a party to this Agreement.

No Waivers. Failure by the Company to enforce any provision of this Agreement will not constitute a waiver of such provision nor limit its right to enforce such provision at a later time. All waivers by the Company must be in writing to be effective.

Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect. Any invalid or unenforceable portion will be interpreted to reflect the effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

Publication. The Company shall be entitled to indicate the Customer as a client, including using the Customer's name and logo on the Company's website, public announcements, and promotional materials, unless Customer provides written notice to opt out of such use.