Effective Date: 4.5.26
1. Introduction
Welcome to Emporia. These Terms of Service ("Terms") govern your access to and use of the Service (defined below). The Service is owned and operated by Emporia Learning Inc., a Delaware corporation ("Emporia," "we," "us," or "our").
By accessing or using any part of the Service, you agree to be bound by these Terms, our Privacy Policy, and any additional terms that apply to you based on your role as a Client or Respondent (collectively, the "Emporia Terms"). If you do not agree to the Emporia Terms, you may not access or use the Service.
If you are accessing or using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and references to "you" or "your" include that entity.
2. Definitions
The following terms have the meanings set forth below when used in these Terms. Other capitalized terms are defined where they first appear.
(a) "Aggregated Data" means data that has been combined across multiple Clients, Respondents, or users such that it does not identify, and cannot reasonably be used to identify, any individual Client, Respondent, or natural person.
(b) "Client" means a user of the Service that accesses the Service to source Respondents, conduct research studies, or collect data through the Service.
(c) "Client Terms" means the additional terms applicable to Clients, available at https://www.emporiaresearch.com/client-terms, which are incorporated into these Terms by reference.
(d) "Customer Data" means data, content, and materials submitted to or collected through the Service by or on behalf of a Client in connection with a research study, including survey instruments, discussion guides, prompts, and any configurations or study designs created by or for the Client. Customer Data does not include Respondent Data, Service Data, De-Identified Data, Aggregated Data, or Derived Data.
(e) "De-Identified Data" means data that has been processed so that it cannot reasonably be used to identify a specific natural person, household, or Client, using commercially reasonable methods consistent with applicable law and industry standards.
(f) "Derived Data" means insights, benchmarks, statistical models, heuristics, scores, taxonomies, patterns, and other learnings generated by Emporia from the processing of data in connection with the Service, including improvements to Emporia's algorithms, fraud-detection models, quality-scoring systems, and similar platform capabilities. Derived Data does not include Customer Data or Respondent Data in raw or identifiable form.
(g) "Privacy Policy" means Emporia's privacy policy, available at https://www.emporiaresearch.com/privacy-policy, as updated from time to time.
(h) "Respondent" means an individual who has registered with or been sourced through the Service and who participates or is eligible to participate in research studies offered through the Service.
(i) "Respondent Data" means personal information, profile information, and response data submitted by or collected from a Respondent through the Service, including information provided during registration, screening, qualification, and participation in research studies.
(j) "Respondent Terms" means the additional terms applicable to Respondents, available at https://www.emporiaresearch.com/respondent-terms, which are incorporated into these Terms by reference.
(k) "Service" means the Emporia platform and all related websites, applications, tools, and features through which the Service is delivered, including Emporia's audience sourcing, survey, data collection, analytics, and AI-assisted research capabilities.
(l) "Service Data" means data generated by or collected through the operation of the Service that relates to the use, performance, and administration of the Service, including usage logs, system telemetry, session metadata, completion and drop-off rates, response timing, fraud and quality signals, platform performance metrics, and similar operational data. Service Data does not include the substance of Customer Data or Respondent Data.
3. Description of the Service
The Service provides: (a) a platform through which Clients can source and engage Respondents for research studies; (b) tools for designing, distributing, and administering surveys and other research instruments; (c) capabilities for collecting, organizing, and delivering research data, including through AI-assisted and automated data collection methods; and (d) related analytics, quality assurance, and platform administration features.
Emporia may modify, enhance, or discontinue any aspect of the Service at any time. We will use commercially reasonable efforts to provide advance notice of material changes to the Service that would materially reduce its core functionality during an active engagement.
4. AI and Automated Tools
Emporia may use artificial intelligence, machine learning, and other automated tools in connection with the Service, including for data collection, moderation, quality assurance, fraud detection, and analysis. 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 with Respondents), Emporia will disclose such use to affected participants prior to or at the commencement of the interaction.
5. Data Categories and Ownership
(a) Customer Data. As between Emporia and the Client, the Client retains all rights in and to Customer Data. Emporia's rights to access, use, and process Customer Data are governed by the Client Terms.
(b) Respondent Data. Respondent Data is subject to the licenses and rights granted under the Respondent Terms, the Client Terms, and the Privacy Policy.
(c) Service Data. Emporia owns all right, title, and interest in Service Data. Emporia may use Service Data for any lawful business purpose, including to operate, improve, secure, and optimize the Service.
(d) De-Identified Data and Aggregated Data. Emporia may create De-Identified Data and Aggregated Data from data processed through the Service. Once data has been de-identified or aggregated in accordance with applicable law and these Terms, Emporia owns such De-Identified Data and Aggregated Data and may use it for any lawful business purpose, including service improvement, product development, analytics, benchmarking, industry reporting, and the creation of commercial data products. De-Identified Data and Aggregated Data are not subject to the confidentiality obligations or use restrictions that apply to Customer Data or Respondent Data in identifiable form.
(e) Derived Data. Emporia owns all right, title, and interest in Derived Data. Emporia may use Derived Data for any lawful business purpose without restriction, including after termination of a Client's or Respondent's use of the Service.
(f) No Reconstitution. Emporia will not attempt to re-identify De-Identified Data or Aggregated Data in a manner that would identify a specific Client, Respondent, or natural person, except as required by law or with the express consent of the applicable party.
6. Intellectual Property
(a) Emporia IP. The Service, including all software, algorithms, models, interfaces, designs, text, graphics, logos, and other materials made available through the Service (excluding Customer Data and Respondent Data), is the property of Emporia or its licensors and is protected by applicable intellectual property laws. Nothing in these Terms grants you any right in or to the Service or any Emporia intellectual property except the limited right to use the Service in accordance with these Terms.
(b) Restrictions. You may not: (i) modify, copy, reproduce, republish, upload, post, transmit, or distribute any part of the Service or its content without Emporia's express written consent; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure of the Service; (iii) sublicense, sell, rent, lease, transfer, or distribute the Service or use it for timesharing or service bureau purposes; (iv) use any robots, spiders, data mining tools, or similar automated methods to collect data from the Service unless expressly authorized by Emporia in writing; (v) frame or use framing techniques to enclose any Emporia trademark, logo, or other proprietary information (including images, text, page layout, or form), or use meta tags or any other hidden text utilizing Emporia's name or trademarks, without Emporia's express written consent; or (vi) remove any proprietary notices or labels from the Service.
(c) Trademarks. All trademarks, service marks, and logos displayed on the Service are the property of Emporia or their respective owners. You may not use any Emporia trademark without Emporia's prior written consent.
7. Feedback
If you provide Emporia with suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Service ("Feedback"), Emporia may use, disclose, reproduce, license, and otherwise exploit such Feedback without restriction or obligation of any kind, including without compensation to you. Feedback does not include Customer Data or Client Confidential Information (as defined in the Client Terms).
8. Eligibility
The Service is available only to users who are 18 years of age or older. By using the Service, you represent and warrant that you are of legal age to form a binding contract and that you meet all eligibility requirements set forth in these Terms. If you do not meet these requirements, you may not access or use the Service.
9. User Conduct
By using the Service, you agree that you will:
(a) use the Service only for lawful purposes and in compliance with all applicable laws and regulations;
(b) not use the Service in any way that violates or infringes the rights of any other user or third party;
(c) not engage in any activity that disrupts, damages, or interferes with the operation of the Service or any equipment, network, or software used to operate the Service;
(d) not upload, post, or transmit any content that is unlawful, threatening, abusive, harassing, defamatory, fraudulent, invasive of privacy, or otherwise objectionable;
(e) not impersonate any person or entity or misrepresent your identity or affiliation;
(f) not share your account credentials with any other person or allow any unauthorized person to access the Service through your account;
(g) not use the Service for any purpose that involves the disclosure or trading of material non-public information ("MNPI") in violation of applicable securities laws;
(h) not use the Service to develop a competing product or service, conduct benchmarking of the Service, or recruit Respondents away from the Service;
(i) comply with all applicable regulations imposed by the U.S. Securities and Exchange Commission, the Financial Conduct Authority, the Securities and Futures Commission, FINRA, and any other applicable regulatory or self-regulatory authority;
(j) not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email, chain letters, or any other form of unauthorized solicitation through the Service;
(k) not share content from the Service with anyone who is not authorized to access that content under these Terms;
(l) not upload, share, or otherwise transmit any software viruses, Trojan horses, worms, or other computer code, files, or programs designed to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment, or to obtain unauthorized access to any data or information of any third party; or
(m) not engage in any behavior that victimizes, harasses, degrades, or intimidates any individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other protected characteristic.
You represent that you are not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. sanctions, and that you are not named on any restricted-party list maintained by the U.S. government.
10. Additional Terms
(a) Clients. If you are a Client, the Client Terms apply to you and are incorporated into these Terms by reference. In the event of a conflict between these Terms and the Client Terms, the Client Terms will control with respect to the subject matter of the conflict.
(b) Respondents. If you are a Respondent, the Respondent Terms apply to you and are incorporated into these Terms by reference. In the event of a conflict between these Terms and the Respondent Terms, the Respondent Terms will control with respect to the subject matter of the conflict.
11. Reserved Rights
Emporia reserves the right to:
(a) modify, suspend, or discontinue any part of the Service at any time, with or without notice;
(b) terminate or suspend any user's account, access, or participation at any time and for any reason;
(c) change eligibility criteria at any time;
(d) cooperate with law enforcement and regulatory authorities in connection with investigations of violations of law or these Terms; and
(e) remove any user from the Service at any time, for any reason, with or without prior notice.
12. Third-Party Links
The Service may contain links to third-party websites or resources. Emporia is not responsible for the availability, accuracy, or content of any third-party website or resource, and the inclusion of a link does not imply Emporia's endorsement. Your use of any third-party website or resource is at your own risk and subject to that third party's terms and policies.
13. Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EMPORIA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR UNINTERRUPTED ACCESS. EMPORIA DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE SERVICE WILL BE ERROR-FREE OR SECURE, OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED.
EMPORIA DOES NOT ENDORSE, WARRANT, OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY DATA, CONTENT, OR INFORMATION PROVIDED BY CLIENTS, RESPONDENTS, OR ANY THIRD PARTY THROUGH THE SERVICE. YOUR USE OF THE SERVICE AND ANY RELIANCE ON DATA OR INFORMATION OBTAINED THROUGH THE SERVICE IS AT YOUR SOLE RISK.
14. Limitation of Liability
(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EMPORIA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES (COLLECTIVELY, THE "EMPORIA PARTIES") WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE, EVEN IF THE EMPORIA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE EMPORIA PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
(c) THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND WILL APPLY REGARDLESS OF WHETHER A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT THE CLIENT TERMS OR RESPONDENT TERMS PROVIDE A DIFFERENT LIABILITY CAP OR EXCLUSION APPLICABLE TO YOU, THOSE TERMS WILL CONTROL OVER THIS SECTION WITH RESPECT TO THE SUBJECT MATTER OF THE DIFFERENCE.
(d) 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.
15. 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 these Terms or any applicable law or regulation; (c) your violation of the rights of any third party; or (d) any content or data you submit to or through the Service.
Emporia reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Emporia in asserting any available defenses. To the extent the Client Terms or Respondent Terms contain indemnification provisions applicable to you, those provisions will control over this Section with respect to the subject matter of the difference.
16. Modifications to These Terms
Emporia may update these Terms from time to time. Material changes will be posted on the Service with an updated effective date, and we will use commercially reasonable efforts to notify affected users of material changes (which may include email notice, in-product notification, or other conspicuous means). Your continued use of the Service after the effective date of any updated Terms constitutes your acceptance of the updated Terms. If you do not agree to any updated Terms, you must discontinue use of the Service.
17. Governing Law and Dispute Resolution
(a) Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles.
(b) Jurisdiction. Subject to any arbitration provisions set forth in the Respondent Terms, you agree that any legal action or proceeding arising out of or relating to these Terms or your use of the Service will be brought exclusively in the federal or state courts located in the State of Delaware, and you consent to the personal jurisdiction of such courts.
(c) Limitation on Claims. Any cause of action or claim arising out of or relating to these Terms or the Service must be commenced within one (1) year after the claim or cause of action first arises, or such claim is permanently barred.
18. Force Majeure
Neither party is liable for any delay or failure to perform any obligation under these Terms due to events beyond its reasonable control, including strikes, blockades, war, pandemic, acts of terrorism, riots, communications or utility failures, refusal of government license, or natural disaster (each, a "Force Majeure Event"). Upon prompt written notice of a Force Majeure Event, the affected party will be excused from performance of the affected obligations for as long as the event continues and the party continues to use commercially reasonable efforts to resume performance.
19. Jurisdictional Limitations
The Service is controlled and operated from the United States. Emporia makes no representation that the Service or any content, data, or functionality available through the Service is appropriate or available for use in any jurisdiction outside the United States. If you access the Service from outside the United States, you do so at your own risk and are solely responsible for compliance with all applicable local laws and regulations. Emporia reserves the right to limit the availability of the Service, in whole or in part, to any person, geographic area, or jurisdiction at any time in its sole discretion.
20. Miscellaneous
(a) Entire Agreement. The Emporia Terms (comprising these Terms, the Client Terms or Respondent Terms as applicable, the Privacy Policy, and any order form or statement of work signed by the parties) constitute the entire agreement between you and Emporia concerning the Service and supersede all prior or contemporaneous agreements, understandings, and communications on the subject matter.
(b) Severability. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.
(c) Waiver. Emporia's failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision.
(d) Assignment. You may not assign or transfer your rights or obligations under these Terms without Emporia's prior written consent. Emporia may assign its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
(e) Electronic Communications. You agree that communications between you and Emporia may be conducted electronically and that electronic communications satisfy any legal requirement that such communications be in writing.
(f) Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Emporia.
(g) Notices. Notices to Emporia should be sent to:
Emporia Learning Inc.
Attn: Mark Hannan, Chief Data Officer
2000 E. 6th St., Suite 7
Austin, TX 78702
mark@emporiaapp.com