Effective Date: 4.5.26
These Client Terms form a part of the 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 have the meanings given to them in the Terms of Service.
1. Client Acknowledgments
To access and use the Service, you acknowledge and agree to these Client Terms, including the following:
(a) You will use the Service solely for your internal business purposes (which, for research agencies and consultancies, includes conducting research on behalf of your own clients) and not for resale or further distribution of the Service itself. You will not use the Service for panel recruitment, to create a competing product or service, or to sell products or services to Respondents.
(b) You will limit access to the Service to your approved employees or representatives who have valid, designated login credentials. You are solely responsible for: (i) issuing and managing your authorized users' login credentials; (ii) verifying the identity of your authorized users; and (iii) ensuring that your authorized users comply with the Emporia Terms. You assume all responsibility for the use of your account and for maintaining the confidentiality and security of your account credentials. You must promptly notify Emporia of any known or suspected unauthorized use of your account.
(c) You agree not to (i) re-contact any Respondent who participated in your research study unless all communication is handled through the Service or with Emporia's prior written consent, or (ii) take any action that encourages or solicits any Respondent to participate in research outside the Service.
(d) 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 your brand guidelines to the extent provided to Emporia. You may revoke this consent at any time by written notice to Emporia.
(e) You acknowledge that Respondents are independent third parties. Emporia does not control and is not responsible for the quality, accuracy, or completeness of any information provided by Respondents, or for any aspect of a Respondent's participation in a research study.
2. Customer Data
(a) Ownership. As between you and Emporia, you retain all rights in and to your Customer Data. Nothing in the Emporia Terms transfers ownership of Customer Data to Emporia.
(b) License to Emporia. You grant Emporia a non-exclusive, worldwide license to access, use, host, store, reproduce, and process your Customer Data solely as necessary to: (i) provide, operate, and maintain the Service; (ii) perform Emporia's obligations under the Emporia Terms; and (iii) create De-Identified Data, Aggregated Data, and Derived Data in accordance with Section 4 below. This license continues for the duration of your use of the Service and, with respect to De-Identified Data, Aggregated Data, and Derived Data, survives termination as described in Section 4.
(c) Client Responsibilities. You are solely responsible for the accuracy, quality, and legality of your Customer Data and the means by which you acquired it. You represent and warrant that you have all rights, consents, and permissions necessary to submit Customer Data to the Service and to grant the license in Section 2(b).
3. Respondent Data
(a) 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. You will use Respondent personal information only as necessary and appropriate to conduct a research study in accordance with the Emporia Terms and applicable law.
(b) You are responsible for obtaining from each Respondent who participates in your research studies: (i) any non-disclosure or similar agreements that you require; and (ii) any informed consent required under applicable law for participation in or sharing information in connection with your research studies.
(c) You acknowledge and agree that Emporia has no obligation to make any particular information about any Respondent available to you through the Service.
(d) Where applicable law requires a data processing agreement in connection with Emporia's processing of personal information on the Client's behalf, Emporia will enter into such an agreement upon the Client's request. Emporia's standard Data Processing Agreement is available upon request and, once executed, is incorporated into the Emporia Terms by reference.
4. Data Use, De-Identification, and Derived Data
(a) De-Identified and Aggregated Data. As described in the Terms of Service, Emporia may create De-Identified Data and Aggregated Data from data processed through the Service, including from Customer Data and Respondent Data. Once data has been de-identified or aggregated in accordance with the Terms of Service, Emporia owns such data and may use it without restriction for any lawful business purpose, including service improvement, product development, analytics, benchmarking, industry reporting, and commercial data products.
(b) Derived Data. Emporia owns all Derived Data and may use it without restriction, including after termination of your use of the Service. For clarity, Derived Data includes improvements to Emporia's algorithms, fraud-detection models, quality-scoring systems, response-pattern analytics, and similar platform capabilities that result from the processing of data through the Service.
(c) Raw Customer Data. Emporia will not use your Customer Data in identifiable, raw form to train machine learning models or develop commercial data products, except: (i) as necessary to provide the Service to you (including quality assurance, fraud detection, and platform optimization performed in connection with your use of the Service); or (ii) with your prior written consent.
(d) Opt-In for Expanded Use. You may elect, by written agreement (including through an order form or addendum), to permit Emporia to use your Customer Data for additional purposes such as AI model training, benchmark dataset contribution, or commercial data product development. Any such expanded use will be on terms specified in the applicable written agreement.
(e) Third-Party AI Providers. To the extent Emporia uses third-party AI or machine learning providers in connection with the Service, Emporia will ensure by contract that such providers do not retain or use Customer Data or Respondent Data to train their own models or for any purpose other than providing services to Emporia.
(f) No Reconstitution. Emporia will not attempt to re-identify any De-Identified Data or Aggregated Data derived from your Customer Data in a manner that would identify you, your clients, or any individual, except as required by law or with your express consent.
5. Confidentiality
As used in this Section, "Discloser" refers to the party disclosing Confidential Information, and "Recipient" refers to the party receiving it.
(a) Definition. "Confidential Information" means information that is not generally known or available outside the Discloser and that is disclosed by or on behalf of the Discloser to the Recipient in connection with the Emporia Terms, including business plans, research methodologies, customer lists, pricing, and technical information. Customer Data disclosed by the Client to Emporia is the Client's Confidential Information, subject to the exceptions and rights set forth in these Client Terms.
(b) Exclusions. Confidential Information does not include information that the Recipient can demonstrate: (i) was in the public domain at the time of disclosure or entered the public domain through no fault of the Recipient; (ii) was known to the Recipient, without restriction, at the time of disclosure; (iii) was independently developed by the Recipient without use of Confidential Information; (iv) was disclosed generally to third parties by the Discloser without similar restrictions; (v) became known to the Recipient, without restriction, from a source other than the Discloser without breach of any obligation of confidentiality; or (vi) was disclosed with the prior written approval of the Discloser.
(c) Carve-Out for De-Identified, Aggregated, and Derived Data. For the avoidance of doubt, De-Identified Data, Aggregated Data, and Derived Data that Emporia creates in accordance with the Terms of Service and Section 4 of these Client Terms are not Confidential Information of the Client, and are not subject to the use restrictions in this Section 5. This carve-out applies only to data that has been processed in accordance with the standards set forth in the applicable definitions in the Terms of Service.
(d) Use Restrictions. The Recipient will not use Confidential Information for its own benefit or for any purpose other than to carry out the intent of the Emporia Terms and to exercise its rights thereunder (including, with respect to Emporia, the data use rights expressly granted in Section 4). The Recipient will not disclose Confidential Information to third parties or to its own personnel other than directors, officers, employees, consultants, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section.
(e) Standard of Care. The Recipient will take reasonable measures to protect Confidential Information from unauthorized disclosure or use, using at least the same degree of care it uses to protect its own confidential information of a similar nature. The Recipient will notify the Discloser of any known or suspected misuse or unauthorized disclosure of Confidential Information.
(f) Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by a court order, subpoena, or other legal process, provided that the Recipient gives the Discloser prompt notice (to the extent legally permitted) so that the Discloser may seek a protective order or other appropriate remedy.
(g) Survival. The obligations in this Section 5 will survive termination of the Emporia Terms for a period of three (3) years, except with respect to trade secrets, which will be protected for as long as they remain trade secrets under applicable law.
6. Sensitive Information
You agree not to provide or submit any Sensitive Information to Emporia or the Service. You are responsible for obtaining any legally required consent from Respondents to the extent your research studies collect Sensitive Information from Respondents directly. 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.
7. Fees and Payment
(a) You will pay Emporia the applicable fees for the Service in accordance with the Emporia Terms and any order form or statement of work signed by the parties. Emporia reserves the right to change fees or institute new charges by providing reasonable advance notice, unless you and Emporia have agreed to fixed pricing in a signed writing.
(b) Prepaid fees are not refundable except as expressly provided in these Client Terms or a signed statement of work.
(c) Emporia may use a third-party payment service provider, in which case the processing of payments will be subject to the terms and policies of that provider in addition to the Emporia Terms. If Emporia invoices you directly, you agree to pay all undisputed invoices within thirty (30) days of the invoice date.
(d) If any undisputed amounts remain unpaid more than thirty (30) days after the due date, Emporia may, in addition to any other remedies available under law: (i) charge interest on the outstanding balance at the lesser of 1.5% per month or the maximum rate permitted by law; (ii) suspend your access to the Service; or (iii) terminate these Client Terms.
(e) If you believe an invoice is incorrect, you must notify Emporia in writing with reasonable detail no later than sixty (60) days after the invoice date.
(f) Except for taxes imposed on Emporia's net income, you are responsible for all taxes, levies, duties, and similar governmental charges associated with your use of the Service. You will pay any such amounts invoiced by Emporia unless you provide a valid exemption certificate.
8. Incentives
(a) You may offer incentive payments to Respondents as consideration for participating in research studies. You are solely liable for any incentives offered to Respondents, except to the extent arising from Emporia's negligence or willful misconduct.
(b) Unless otherwise agreed in a signed order form or statement of work, Emporia will administer all Incentive payments to Respondents on your behalf through the Service, subject to Emporia's then-current incentive processing policies. You will pay the full amount of the incentive plus any applicable processing fees.
(c) The specific timelines, procedures, and requirements for incentive processing and distribution are set forth in Emporia's then-current incentive and reconciliation policies, which Emporia may update from time to time with reasonable notice. In the event of a conflict between such policies and any signed order form or statement of work, the signed order form or statement of work will control.
(d) Where Emporia administers Incentive payments on your behalf, Emporia is responsible for collecting applicable tax documentation from Respondents (such as IRS Form W-9) and issuing any required tax forms (such as IRS Form 1099) to Respondents. You remain responsible for all other tax obligations related to your use of the Service as set forth in Section 7(f).
9. Reconciliation
Following the completion of a research study, you will provide a reconciliation report to Emporia in accordance with Emporia's then-current reconciliation policies, including confirmation of participant completion and identification of any disqualified responses. If you do not provide a reconciliation report within the timeframe specified in the applicable policy, Emporia may invoice you based on the data reflected in the Service. Emporia's reconciliation policies may be updated from time to time with reasonable notice. Emporia reserves the right to review and verify any reconciliation report submitted by the Client. If Emporia disputes any portion of a reconciliation report, Emporia will notify the Client in writing within ten (10) business days of receipt, and the parties will work in good faith to resolve the dispute. If the parties are unable to resolve a reconciliation dispute within fifteen (15) business days of Emporia's notice, Emporia may invoice based on the data reflected in the Service, subject to the Client's right to dispute the invoice under Section 7(e).
10. Disclaimer
(a) EXCEPT AS EXPRESSLY SET FORTH IN THE EMPORIA TERMS, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND EMPORIA DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR RESULTS TO BE OBTAINED FROM THE SERVICE.
(b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE THE EMPORIA PARTIES FROM ANY CLAIMS OR DAMAGES OF ANY KIND 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.
11. Limitation of Liability
(a) IN NO EVENT WILL 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 DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT EMPORIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE.
(b) IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF THE EMPORIA PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE EMPORIA TERMS OR THE SERVICE EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY YOU TO EMPORIA DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. Indemnification
(a) By Emporia. Emporia will indemnify, defend, and hold you and your directors, officers, employees, and agents harmless from any third-party claim that your authorized use of the Service infringes or misappropriates a third party's intellectual property rights, and will pay any damages and reasonable attorneys' fees finally awarded or agreed in settlement. If such a claim occurs or is likely to occur, Emporia may, at its sole discretion: (i) obtain the right for you to continue using the Service; (ii) replace or modify the allegedly infringing portion of the Service to avoid infringement without materially reducing functionality; or (iii) terminate the affected engagement and refund any prepaid, unused fees. Emporia will have no liability under this Section 12(a) to the extent the claim arises from: modification of the Service by or at your direction; your combination of the Service with materials not provided by Emporia; or any content or data provided by you or any Respondent.
(b) By Client. You will indemnify, defend, and hold Emporia and its directors, officers, employees, and agents harmless from any third-party claim (including claims by Respondents) arising out of or related to: (i) your breach of the Emporia Terms; (ii) your research studies, including the design, content, and conduct thereof; (iii) your use of Customer Data or Respondent Data outside the scope permitted by the Emporia Terms; or (iv) your violation of applicable law. You will pay any damages and reasonable attorneys' fees finally awarded or agreed in settlement.
(c) Procedures. The indemnifying party's obligations under this Section 12 are contingent upon: (i) prompt written notice of the claim (except to the extent a failure to provide prompt notice does not materially prejudice the defense); (ii) the exclusive right to control and direct the investigation, defense, and settlement of the claim, provided the indemnified party may participate in the defense 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, requires no payment by the indemnified party, and does not require any admission of liability.
13. Term, Termination, and Data Retention
(a) Term. These Client Terms are effective as of the date you first accept them and continue until terminated by either party.
(b) Termination for Convenience. Either party may terminate these Client Terms by providing thirty (30) days' prior written notice to the other party, subject to the completion of any active engagements or the terms of any signed order form or statement of work.
(c) Termination for Cause. Either party may terminate these Client Terms immediately upon written notice if the other party materially breaches the Emporia Terms and fails to cure such breach within thirty (30) days of receiving written notice of the breach.
(d) Effect of Termination. Upon termination: (i) your right to access and use the Service will cease; (ii) you will pay all fees owed for the period preceding the effective date of termination; and (iii) each party will, upon request, return or destroy the other party's Confidential Information, subject to Section 13(e).
(e) Data Retention and Deletion. Following termination, Emporia will delete or anonymize your Customer Data from its active systems within ninety (90) days, except to the extent that retention is: (i) required by applicable law or regulation; (ii) necessary for Emporia to exercise or defend legal claims; or (iii) in the form of De-Identified Data, Aggregated Data, or Derived Data, which Emporia may retain and use indefinitely in accordance with the Terms of Service and Section 4 of these Client Terms. You may request deletion of your Customer Data at any time during the term by contacting Emporia at the address specified in the Terms of Service.
(f) Survival. The following Sections survive termination: Section 2(a) (Ownership), Section 4 (Data Use, De-Identification, and Derived Data), Section 5 (Confidentiality), Section 10 (Disclaimer), Section 11 (Limitation of Liability), Section 12 (Indemnification), and this Section 13.
14. Subcontractors
Emporia may subcontract portions of the Service without prior notice, provided that Emporia remains responsible for the performance of its subcontractors and for ensuring that any subcontractor processing Customer Data or Respondent Data is bound by obligations consistent with the Emporia Terms.
15. Assignment
These Client Terms may not be assigned by either party without the other party's prior written consent, which may not be unreasonably withheld; provided, however, that either party may assign these Client Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. These Client Terms will be binding upon and inure to the benefit of the parties' respective successors and permitted assigns.
16. Changes
Any amendments or modifications to these Client Terms must be in writing and signed by authorized representatives of each party. Emporia may update its operational policies (including incentive processing, reconciliation, and platform usage policies) referenced in the Emporia Terms to reflect new features or changing practices, provided that such updates will not materially decrease Emporia's obligations under these Client Terms. Emporia will provide reasonable advance notice of material policy changes. The terms in any Client purchase order or business form will not amend or modify these Client Terms and are expressly rejected by Emporia.
17. Electronic Acceptance
These Client Terms and any related order forms may be accepted in electronic form, and your acceptance will be deemed binding between the parties.