Effective Date: 4.5.26
These Respondent Terms form a part of the Terms of Service and apply to all users that are actual or potential Respondents in connection with their use of the Service. Capitalized terms used but not defined in these Respondent Terms have the meanings given to them in the Terms of Service.
IMPORTANT NOTICE: THESE RESPONDENT TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS AS DETAILED IN SECTION 13 BELOW. Please review that Section carefully, as it affects your ability to have your rights determined by a court or in the form of a class action.
1. Respondent Acknowledgments
To participate in research studies through the Service, you acknowledge and agree to these Respondent Terms, including the following:
(a) You will use the Service only for the purpose of participating in research studies and related activities offered through the Service, and will conduct yourself in a professional manner at all times in connection with your participation.
(b) You agree to maintain the integrity of the Service by creating and operating only a single account. Any attempt to create multiple accounts, refer yourself to studies, or engage in any other fraudulent or deceptive activities intended to unjustly benefit from the Service constitutes a breach of the Emporia Terms. Emporia reserves the right to suspend, limit, or terminate any account associated with such activities and to withhold or recover any Incentives or other benefits obtained through such activities. You may also be held responsible for any damages incurred by Emporia as a result of such activities.
(c) 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.
(d) Emporia is granted the right to associate advertisements with your user profile at Emporia's sole discretion.
2. Your Information and Data
(a) Information You Provide. You acknowledge that in order to register with the Service and apply to or participate in research studies, you will be required to provide certain information to Emporia, including personal information such as contact information and demographic information. By using the Service, you agree to the collection, use, and disclosure of your personal information in accordance with the Privacy Policy.
(b) Sharing with Clients. You acknowledge and agree that when you apply to participate in a research study, Emporia may share your personal information, including profile information, with the applicable Client. If you participate in a research study, the applicable Client may collect additional information from you. The collection, use, and disclosure of information you provide directly to any Client is subject to that Client's privacy policy and terms, and is not controlled by Emporia.
(c) Qualitative Engagements. By opting to apply for qualitative engagements through the Service, you acknowledge and agree that Emporia may share your LinkedIn profile information and email address with users of the Service to enable them to review and assess your candidacy for participation in research studies. Your application to a qualitative engagement serves as your consent to such sharing.
(d) License Grant. You grant to Emporia and each applicable Client a perpetual, royalty-free, worldwide, non-exclusive right and license to copy, display, store, process, make derivative works of, and otherwise use information and data you submit to or through the Service ("Respondent Submissions") for the following purposes: (i) providing, operating, and improving the Service; (ii) facilitating research studies in accordance with the Emporia Terms; (iii) creating De-Identified Data, Aggregated Data, and Derived Data in accordance with the Terms of Service; and (iv) any other purpose described in the Privacy Policy.
(e) Representations. You represent and warrant that: (i) all information you provide to Emporia and any Client will be accurate and complete; (ii) you have the right to provide such information and have obtained all necessary consents where applicable; (iii) the information does not violate the rights of any person or entity; (iv) the information does not contain the confidential or proprietary information of any other person or entity; and (v) you have no agreement with or obligation to any third party that would prohibit your use of the Service. You acknowledge that your submission of personal information to Emporia or any Client is entirely voluntary and at your own risk.
(f) Client Requirements. You acknowledge that as a condition of participation in a research study, the applicable Client may require you to agree, among other things: (i) that information expressed or communicated by you in connection with the study may be freely used and disclosed by the Client without restriction or compensation to you (other than any applicable Incentive); and (ii) to assign to the Client all intellectual property rights in such information.
3. AI and Automated Tools
(a) You acknowledge and agree that Emporia may use artificial intelligence, machine learning, and other automated tools in connection with the Service, including for data collection, interview moderation, quality assurance, fraud detection, and analysis, as described in Section 4 of the Terms of Service.
(b) Where AI or automated tools are used in a manner that could reasonably be perceived as human interaction (for example, AI-moderated interviews or AI-generated communications), Emporia will disclose such use to you prior to or at the commencement of the interaction.
(c) You consent to participating in research activities that may involve AI or automated tools as described in this Section, and acknowledge that your responses and data from such activities are subject to the same license and data-use provisions as any other Respondent Submissions.
4. Confidentiality
(a) You will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of, the Confidential Information of any Client (meaning information that is not generally known or available outside the Client and that is disclosed to you in connection with a research study). You will not use Client Confidential Information for any purpose other than as necessary and appropriate to participate in a research study on behalf of the Client. You will not disclose Client Confidential Information to any third party without the Client's prior written consent, except to third parties on a need-to-know basis who are bound by confidentiality obligations at least as protective as those in the Emporia Terms.
(b) No ownership of any Confidential Information is conveyed to you by virtue of the Emporia Terms. You must immediately and securely destroy all Confidential Information held by you upon the earlier of: (i) the conclusion of your participation in the applicable research study; or (ii) the request of Emporia or the Client. You will confirm such destruction in writing upon request.
5. Securities Compliance and MNPI
(a) You must not disclose any material non-public information ("MNPI"), confidential information, or proprietary information about any subject matter while working with Emporia or any of its Clients. You will not participate in any project that would require or result in the disclosure of MNPI or confidential or proprietary information (including trade secrets). You will not disclose any information that you are otherwise prohibited from discussing under applicable law, or that could result in a breach of any regulatory, legal, ethical, or professional standard.
(b) You acknowledge that the disclosure of MNPI to Clients (even if not the subject of the interaction arranged through the Service) may cause significant disruption and damage to Clients. You agree not to disclose under any circumstances any MNPI regarding publicly listed companies, including from any companies or organizations with which you have current or previous affiliations.
(c) You represent and warrant that:
(i) you have not been convicted of, or pleaded guilty to, any felony or offense involving dishonesty or deception;
(ii) you have not been subject to any order, judgment, action, or investigation by a court or any national or state regulatory or self-regulatory organization (including the SEC, FCA, SFC, or FINRA) relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices; and
(iii) you have not been named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO.
6. Non-Competition
In consideration of your engagement by a Client, for a period of one (1) year following the conclusion of your participation in the applicable research study, you will not, whether as a business owner, employee, consultant, or otherwise, utilize non-public information obtained from the Client to engage in any business or activity in direct competition with the Client's business activities. You acknowledge that monetary damages may be inadequate to rectify any breach of this obligation, and that Emporia and the Client will be entitled to seek injunctive relief against a threatened breach or continuation of any breach, without the necessity of proving actual damages.
7. Sensitive Information
You agree not to submit Sensitive Information to or through the Service. As used in these Respondent 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.
8. Consent to Communications
By using the Service, you consent to receiving communications in any form from Emporia and Clients in connection with the Service, including mail, in-app push notifications, email, telephone (landline or wireless), and text message (SMS and MMS). You consent to receiving calls or text messages from Emporia and Clients in connection with the Service, including calls to wireless telephone numbers that are automatically dialed or include pre-recorded messages.
9. Incentives
(a) Clients may choose to provide an incentive ("Incentive") to Respondents for participating in a research study. You acknowledge that Emporia has no independent obligation to provide any Incentives to you.
(b) A Client may distribute an Incentive to you directly, or Emporia may facilitate the distribution of Incentives through the Service at the Client's request, subject to Emporia's then-current incentive processing policies. Distribution of Incentives through the Service is provided solely as a convenience, and Emporia will not be liable for: (i) a Client's failure to make an Incentive available; (ii) your failure to redeem an Incentive; (iii) failure of delivery due to incorrect information provided by you; or (iv) any defects in an Incentive.
(c) You may forfeit some or all Incentives if: (i) you violate the Emporia Terms (as determined by Emporia in its sole discretion); (ii) you do not satisfactorily complete the research study (as determined by the Client in its sole discretion); or (iii) you delete your account prior to completing the applicable research study. For the avoidance of doubt, if you have completed a research study and earned an Incentive, deletion of your account will not forfeit the Incentive; Emporia will use commercially reasonable efforts to process payment before completing the account deletion or will retain the information necessary to fulfill the payment obligation.
(d) You are solely responsible for understanding and evaluating any tax liability related to Incentives and for reporting and remitting any taxes due under applicable law. If you have U.S. tax obligations, you may be required to provide Emporia or the applicable Client with a completed IRS Form W-9, and you agree to provide it promptly upon request.
10. Disclaimer and Waiver of Liability
(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE THE EMPORIA PARTIES FROM ANY CLAIMS OR DAMAGES OF ANY KIND, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO YOUR PARTICIPATION IN ANY RESEARCH STUDY. EMPORIA DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON ANY INFORMATION OBTAINED BY YOU FROM THE SERVICE. YOU AGREE THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS, AND ASSIGNS.
(b) IF APPLICABLE TO YOU, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "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."
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, IN THE AGGREGATE, THE GREATER OF (I) $100 AND (II) AN AMOUNT EQUAL TO THE INCENTIVES PAID OR PAYABLE TO YOU DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE LIMITATIONS IN THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
12. Indemnification
You agree to defend, indemnify, and hold the Emporia Parties harmless from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use or misuse of the Service; (b) your violation of the Emporia Terms; (c) your violation of any laws or regulations; (d) any misrepresentation made by you; (e) any breach of any representation or warranty you have made under the Emporia Terms; or (f) any dispute with any third party arising out of or relating to your conduct in connection with the Service, including disputes with a Client. Emporia reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with Emporia in asserting any available defenses.
13. Arbitration and Class Action Waiver
(a) Arbitration. You and Emporia agree that any controversy or claim arising out of or relating to the Emporia Terms will be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration will be conducted in English, in Austin, Texas, by a sole arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court with jurisdiction.
(b) Class Action Waiver. Any arbitration or legal proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You and Emporia each waive the right to trial by jury and the right to participate in a class action. If you do not wish to be bound by this class action waiver, you must notify Emporia in writing within ninety (90) days of the date you first accepted the Emporia Terms. Such notification must include your name, address, username, and a clear statement that you do not agree to the class action waiver.
(c) Equitable Relief. Notwithstanding the foregoing, each party retains the right to bring an action in a court of competent jurisdiction for injunctive or other equitable or conservatory relief pending a final decision by the arbitrator.
14. Third-Party Beneficiary
Clients are express and intended third-party beneficiaries of the Emporia Terms. To the extent that your breach or threatened breach of the Emporia Terms causes any damage or liability to any Client, the Client will have the right to enforce any applicable provision. Except as expressly provided in the Emporia Terms, there are no third-party beneficiaries.
15. Suspension and Termination; Survival
Emporia may suspend, limit, or terminate your account (in whole or in part) at any time and for any reason, with or without prior notice. Upon termination of your account, your right to use the Service will immediately cease. If you fail to comply with the Emporia Terms, your rights under the Emporia Terms will terminate automatically without notice. Emporia is not liable to you or any third party for any termination of your access to the Service.
The following Sections survive termination of your account or these Respondent Terms: Section 2(d) (License Grant), Section 4 (Confidentiality), Section 5 (Securities Compliance and MNPI), Section 6 (Non-Competition), Section 10 (Disclaimer and Waiver of Liability), Section 11 (Limitation of Liability), Section 12 (Indemnification), and Section 13 (Arbitration and Class Action Waiver).
16. Changes
Except for Section 13 (Arbitration and Class Action Waiver), Emporia reserves the right to modify these Respondent Terms at any time. Material changes will be posted on the Service with an updated effective date. Your continued use of or access to the Service after such modifications constitutes your acceptance of the modified Respondent Terms. If you do not accept the changes, you must immediately discontinue using the Service. Modifications to Section 13 will require your affirmative acceptance through a mechanism provided by the Service and will not take effect based solely on continued use.