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Privacy Policy • Do Not Sell My Personal Information

Research U
Terms and Conditions

Research U Terms and Conditions

These Research U Terms and Conditions, combined with all Orders (as defined below) and any other terms incorporated herein by reference (collectively the “Agreement”) is between the client, customer or subscriber agreeing to or accepting this Agreement (the “Customer”) and Rep Data, Inc. (“Rep Data”) (each of Customer and Rep Data are a “Party,” and, collectively, are the “Parties”) and constitutes the entire understanding related to the Rep Data Services and the Customer’s use of the Research U Platform.  If Customer does not agree to be bound by this Agreement, Customer must not use the Research U Platform or any other Rep Data Services.  Rep Data reserves the right, at any time and at Rep Data’s sole discretion, to update, revise, supplement, and otherwise modify this Agreement or the Rep Data Services, and to impose new or additional rules, policies, terms, or conditions on Customer’s use of the Rep Data Services. When Rep Data makes material changes to this Agreement, Rep Data will provide written notice, e.g. by electronic notice to Customer via the Research U Platform or email. Continued use of the Rep Data Services after any such changes shall constitute Customer’s consent to such changes.  If Customer does not agree to any change, Customer must terminate the Agreement as set out in Clause 11.2, and immediately cease all use of Research U Platform and all other Rep Data Services.  Any new features that augment, enhance or change the Rep Data Services, including the release of new APIs, tools, and resources, shall be subject to this Agreement.

ARTICLE I
DEFINITIONS 

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, which means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” has the meaning set forth in the opening paragraph.

“API” means an application programming interface developed by Rep Data or its Affiliate(s).

“Applicable Laws” means all applicable laws, statutes, enactment, regulations (including those related to data privacy, information security, international communications, and the transmission of data, including the General Data Protection Regulation (GDPR) 2016/679, and each EU member state’s implementation thereof such as the UK Data Protection Act of 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and it successor, California Consumer Privacy Act (CCPA) any other ordinances, rules, codes and orders of governmental authorities having jurisdiction over the Customer or Rep Data, as well as relevant industry standards such as ESOMAR and the Insights Association).

“Buyer” means any individual or entity utilizing the Research U Platform for the purpose of acquiring Sample for Buyer Opportunities and/or utilizing the Rep Data Services.  The Customer is a Buyer.

“Buyer Fees” means the transaction fees, subscription fees, license fees, commissions, processing charges, and any other fees and billing terms specified on the Order.

“Buyer Opportunity(ies)” means an engagement, campaign, or other project defined by a Buyer, such as Sample for a survey, a recruiting effort, or some other cost-per-action effort, that is sourced by the Research U Platform.

“Complete(s)(d)” means a survey respondent transaction executed and concluded by a Respondent for a Buyer Opportunity as evidenced through the Research U Platform.

"Effective Date” means the date this Agreement becomes effective, which shall be no later than the earliest of (i) the effective date specified in this Agreement or an Order referencing this Agreement, (ii) the commencement of any Trial, or (iii) the date Customer first utilizes the Rep Data Services.

“Intellectual Property Rights” means any copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), and patent rights (including, without limitation, the exclusive right to make, use and sell), trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights (whether registered or not) as may exist now and hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States or any other state, country, or jurisdiction.

“Order” means an online or offline agreement specifying any Rep Data Services to be purchased by Customer, including payment terms, applicable taxes, and payment method, that is agreed to by the Customer, including any addenda and supplements thereto.

“Process” or “Processing” means any operation or set of operations which is performed on Regulated Data or on sets of Regulated Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Public Cloud” means the cloud-based Rep Data Services provided by Rep Data (and its third party sub-processors) on servers located in the United States.

“Reconciliation Window” means a period beginning on the date the Respondent interview was concluded and ending on the 25th calendar day of the month after the Respondent interview was concluded, based on US Central Time.

“Rep Data Services” means online access to the Research U Platform, as well as any technical support and other Rep Data services provided by Rep Data during the Term. Rep Data Services do not include any Supplier Services.

“Rep Data Technology” means Rep Data’s and its Affiliates’ proprietary technology (including software, hardware, APIs, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) underlying the Research U Platform.

“Research U Platform” means a platform consisting of Suppliers and Buyers who have agreed to be participating members.

“Research U Platform Activity” or “Research U Platform Completes” means any Buyer Opportunity, Completes and Sample Activity occurring on the Research U Platform.

“Research U Platform Data” means any data, metadata or other information that is learned, gathered, published, indexed, uploaded, created, bought or stored on the Research U Platform, including without limitation, the Respondent Data.

“Regulated Data” or “Personal Data” means any information relating to an identified or identifiable natural person or similar under Applicable Laws.

“Respondent(s)” means a natural individual who has been sent to the Research U Platform by a Supplier and consented to participate in Buyer Opportunities.

“Respondent Data” means all data supplied, indexed, or otherwise transmitted by the Customer or provided by the Customer’s Respondents to the Research U Platform (or through a Link URL with the Customer’s Respondent using a Rep Data API), for answering questions and qualifying each Respondent to Complete a Buyer Opportunity, which information is then stored by Rep Data in the Public Cloud.

“Sample” means access to Respondents who are made available by a Supplier on the Research U Platform to answer questions and participate in Buyer Opportunities.

“Sample Activity” means any sample procurement transaction occurring directly between a Buyer and Rep Data with the order specification, placement, and fulfillment facilitated through the Research U Platform.

“Sample Cost” means the price the Customer agrees to pay for a Buyer Opportunity, which is exclusive of any Buyer Fees.

“Supplier(s)” means any company with a prequalified user base of individuals willing to be Respondents on the Research U Platform.

“Supplier Services” means Sample sold by Suppliers and any other services Suppliers agree to make available in response to each Buyer Opportunity.

“Term” means the period during which Buyer may access and use the Research U Platform.

ARTICLE II
ROLES AND RESPONSIBILITIES

2.1 Rep Data’s Role. Rep Data provides Buyers with access to the Research U Platform and the Rep Data Services. Buyers and Suppliers transact directly with each other by accessing and using the Research U Platform. Rep Data does not accept any responsibility for the composition of Sample or for the legal and compliance obligations of Buyers or Suppliers related to Sample that is sold and procured by Suppliers and Buyers, respectively, when accessing and using the Research U Platform. Rep Data will also make good faith attempts to resolve any disputes between a Buyer and a Supplier, but Rep Data does not accept responsibility or liability for Buyers’ or Suppliers’ obligations or liability to one another.

2.2 Buyers’ and Suppliers’ Obligations to Rep Data. As a Buyer, the Customer must comply with all Applicable Laws and terms of this Agreement. Suppliers must ensure that Respondents have received all required privacy notices and provided consent to processing and sharing of their Personal Data if and as required by Applicable Laws. All Buyers and Suppliers are responsible, at their expense, for its own connectivity to the Rep Data Services.

2.3 Code of Conduct. Rep Data, Buyers and Suppliers are independent entities, but the business practices and actions of Buyers and Suppliers may significantly impact or reflect upon Rep Data’s reputation and its brands. Accordingly, Rep Data requires all Suppliers and Buyers to adhere to Rep Data’s Code of Conduct (“Code”) while conducting business under this Agreement or on the Research U Platform – via Rep Data APIs or otherwise. The Customer shall comply with the Code at all times. The Code is available at: https://www.repdata.com/legal/codeofconduct.

2.6 Regulated Data and Compliance with Data Privacy Laws. Suppliers own relationships and primary privacy compliance obligations with respect to their Respondents and to their Sample and Supplier Services. Suppliers ensure and warrant their Respondents receive accurate privacy notices and consents if required by Applicable Laws. Buyers shall ensure and warrant the Respondents receive accurate privacy notices and consent if required by Applicable Laws related to data collected off the Research U Platform. Rep Data will process data of Respondents as described in Rep Data’s Privacy Policy found at https://www.repdata.com/privacy. Buyers shall not re-identify any Respondents or contact Respondents outside Buyer Opportunities or Rep Data Services, except as required by Applicable Laws. Rep Data, Buyers, and Suppliers shall each respect the privacy of Respondents and comply with all Applicable Laws related to data privacy and data protection. Additional processing obligations related to data are found in the Code.

2.7 Processing or Facilitating Processing of Regulated Data. Customer agrees that, to the extent Rep Data is engaged to augment and/or to Process or facilitate Processing of Respondent Regulated Data, Rep Data acts as a Processor or Service Provider under Applicable Laws.

ARTICLE III
REP DATA SERVICES

3.1 Availability of Rep Data Services. Rep Data will (i) allow the Customer access to the Rep Data Services pursuant to this Agreement during the applicable Term; (ii) use commercially reasonable efforts to make the online Rep Data Services available 24 hours a day, 7 days a week in the Public Cloud, except for: (a) downtime for Scheduled Maintenance or emergency maintenance (as defined in Section 2.2 below), and (b) any unavailability caused by circumstances beyond Rep Data’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, hurricane, civil unrest, act of terror, strike or other labor problem, or Internet service provider failure or delay.

3.2 Scheduled Maintenance and Emergency Maintenance. Rep Data will use commercially reasonable efforts to provide notice (e.g., electronic notice either via the Research U Platform Interface or email) of any scheduled maintenance, including a maintenance window of time and the approximate length of the scheduled maintenance period (“Scheduled Maintenance”). If Rep Data deems it necessary to perform emergency maintenance on the Research U Platform (meaning any downtime that is not Scheduled Maintenance), Rep Data may not provide such notice.

3.3 Security Measures. In order to protect the integrity and quality of Sample sold on the Research U Platform, Rep Data may, without liability, suspend or terminate any or all access to the Rep Data Services by revoking the Customer’s Rep Data integration keys or restricting the Customer’s login(s): (i) following a possible or actual security breach or cyber-attack on Rep Data or its Public Cloud, (ii) in order to protect Rep Data’s network in the Public Cloud, (iii) if required by a governmental entity or law enforcement agency, (iv) if the Customer is causing technical or other problems to the Public Cloud, (v) upon the termination or expiration of the Term, or (vi) as otherwise allowed under this Agreement.

ARTICLE IV
BECOMING A BUYER ON THE RESEARCH U PLATFORM 

4.1 Access to Research U Platform as a Buyer. The Customer will be granted access to the Research U Platform as a Buyer by agreeing to this Agreement and executing an Order.

4.2 Sample Cost for Research U Platform Activity. Using the Research U Platform, Buyers establish and agree upon distinct pricing for each Buyer Opportunity, which amounts are then aggregated as the total Sample Cost.

4.3 Payment. In the case of Research U Platform, the Research U Platform is used to source Sample from a Supplier on behalf of a Buyer. Rep Data is counterparty to this transaction, which means Customer pays Rep Data directly for Buyer Fees and Sample Cost sourced via the Research U Platform.

4.4 Reconciliation Process. During a Reconciliation Window, Buyers have the right to adjust the reconciliation status of transactions for Research U Platform Sample Activity; provided however, such reconciliations shall be processed in accordance with this Agreement and the Code of Conduct. Rep Data reserves the right to reject reconciliations in its sole reasonable judgment. AFTER THE RECONCILIATION WINDOW, THE CUSTOMER SHALL NOT HAVE ANY RIGHTS TO FURTHER RECONCILIATION.

4.5 Payment Disputes. If the Customer believes any invoice or amount charged by Rep Data is incorrect, the Customer must contact Rep Data in writing within 30 days of invoice or charge date setting forth the nature and amount of the requested correction directed to accounting@repdata.com. Otherwise, invoices and charges are final. Rep Data has the right to recover any amounts overpaid to the Customer.

ARTICLE V
ACCESS TO AND USE OF REP DATA SERVICES 

5.1 Use of Rep Data Services. Subject to the Customer’s compliance with this Agreement, the Customer may access and use the Rep Data Services solely for the Customer’s own purposes during the applicable Term. Rep Data reserves the right to immediately terminate the Customer’s access to the Rep Data Services at any time. By using the Rep Data Services, the Customer represents that the Customer is not owned or controlled by nor acting on behalf of, any person or entity (i) located or organized in Cuba, Sudan, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or region that is subject to comprehensive U.S. economic sanctions, (ii) identified on the Specially Designated Nationals and Consolidated Sanctions List administered by the Office of Foreign Assets Control, U.S. Department of the Treasury, or (iii) with whom U.S. persons are otherwise prohibited from transacting.

5.2 The Customer’s Responsibilities. The Customer will be responsible for (i) using commercially reasonable efforts to prevent unauthorized access to or use of the Rep Data Services and/or Rep Data Technology, and notifying Rep Data of any unauthorized access or use, (ii) ensuring that the Customer is accessing and using the Rep Data Services and Rep Data Technology only in accordance with this Agreement, (iii) ensuring compliance with Applicable Laws related to concluding Buyer Opportunities off the Research U Platform, and (iv) ensuring the security of any links provided by the Customer on or from the Research U Platform and any links back to the Research U Platform. The Customer is responsible for all activity conducted under the Customer’s accounts and shall abide by all Applicable Laws in connection with the Customer’s use of the Rep Data Services and Rep Data Technology, including those related to data privacy, international communications, COPPA and other age restrictions, the transmission of data, and data subject consents related to the Customer’s Buyer Opportunities.

5.3 Prohibited Uses. The Customer shall not use the Rep Data Services inconsistent with supporting market, opinion, and social research.  The Customer’s use of the Rep Data Services shall not include service bureau use, reselling, outsourcing, renting, distributing, sublicensing, or otherwise commercially exploiting or making available to any third party the Rep Data Services or Rep Data Technology. The Customer shall not and shall not permit any third party to: (i) copy, translate, create derivative works of, reverse engineer, reverse assemble, disassemble, or decompile the Rep Data Services or Rep Data Technology or any part thereof or otherwise attempt to discover any source code or modify the Rep Data Services or Rep Data Technology in any manner or form, (ii) “frame” or “mirror” the Research U Platform or Rep Data Technology on any other server or wireless or Internet-based device, (iii) access, penetrate, probe or scan the Rep Data Services or Rep Data Technology for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes, (iv) identify the Respondents or otherwise publish material on the Research U Platform that is intended to identify or otherwise collect Regulated Data about or from the Respondents; (v) permit access to, or make the Rep Data Services and/or Rep Data Technology available to anyone other than as authorized by this Agreement, (vi) sell, resell, license, sublicense, distribute, make available, rent or lease the Rep Data Technology and/or Rep Data Services in any manner whatsoever, (vii) use the Rep Data Services to conclude fraudulent or otherwise illegal Buyer Opportunities; (viii) use the Rep Data Services for the purpose of building a similar or competitive product or service or (ix) access the Rep Data Services and/or Rep Data Technology to train an artificial intelligence or machine learning algorithm. The Customer shall not and shall not permit any third party to use the Rep Data Services, Research U Platform Data, Respondent Data or Rep Data Technology: (a) in violation of, or which would cause another person to be in violation of Applicable Laws, including without limitation, COPPA, CalOPPA, and the U.S. economic sanctions administered by the Office of Foreign Assets Control, U.S. Department of the Treasury; (b) to publish, post, upload, send, store or otherwise transmit material that is unlawful, harassing, libelous, defamatory, threatening or otherwise in violation of any third party rights of privacy or other intellectual property rights; (c) to publish, post, upload, or otherwise transmit material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs that are intended to interfere with or otherwise disrupt the integrity or performance of the Research U Platform or Research U Platform Data contained therein; or (d) in an attempt to gain unauthorized access to the Research U Platform or its related systems or networks.

ARTICLE VI
CONFIDENTIALITY 

6.1 Confidentiality and Non-Disclosure. During the Term of this Agreement, each Party may be furnishing certain information (each a “Disclosing Party”) to the other Party (the “Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Rep Data’s Confidential Information includes, without limitation, the Rep Data Services and the Rep Data Technology. The Confidential Information of the Parties includes this Agreement and all Orders (including all Buyer Fees), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Disclosing Party. As between the Customer and Rep Data, the Parties agree to hold Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties. Confidential Information does not include any information that: (a) is, or later rightfully becomes, available to the public, (b) was in the Recipient’s rightful possession prior to receipt of the information from the Disclosing Party, (c) is later disclosed to the Recipient by a third party who has no obligation of confidentiality, (d) is independently developed by the Recipient without the use or benefit of the Confidential Information, or (e) is made available by the Customer on the Research U Platform. This Agreement does not prohibit the disclosure of Confidential Information to the extent required by Applicable Law, regulation or court order. Each Party agrees to use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (at all times exercising at least a commercially reasonable degree of care) and not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement. Either Party may disclose Confidential Information on a need to know basis to its Affiliates, advisors and service providers who have agreed to keep such Confidential information confidential as required by this Section 6.1.

ARTICLE VII
PROPERTY RIGHTS AND RESPONSIBILITIES 

7.1 Ownership of Rep Data Technology. This Agreement contains a right to access and use the Rep Data Services during the Term, not a transfer of title to the Rep Data Technology. As between the Customer and Rep Data, all Intellectual Property Rights in and to the Research U Platform Data, Research U Platform, and Rep Data Technology belong exclusively to Rep Data and its licensors. The Customer is granted no licenses of any kind to any Intellectual Property Rights of Rep Data. The Customer shall not delete or in any manner alter the copyright, trademark, or other proprietary rights notices or markings that appear on the Research U Platform, unless otherwise agreed by Rep Data in writing. Rep Data reserves the right to make changes and updates to the functionality or performance of the Rep Data Services from time to time at its sole discretion. To the extent the Customer provides any suggestions, comments or other feedback related to the Research Desk Platform, the Rep Data Services or the Rep Data Technology (collectively, “Feedback”), the Customer grants Rep Data a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable license to use such Feedback or subject matter thereof in any way and without limitation.

7.2 The Customer’s Rights and Responsibilities. The Customer, not Rep Data, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of any data submitted to or entered by the Customer on the Research U Platform. During the Term of this Agreement, Buyers have the right to view, access, or download the Respondent Data related to a Buyer Opportunity for one year following each Respondent’s last interaction on the Research U Platform specific to that Buyer Opportunity.

7.3 Rep Data APIs. The Customer’s use of the Rep Data Services may involve the use of one or more APIs between the Rep Data Technology and the Customer’s third-party systems and software products. The Customer recognizes that Rep Data holds all rights, title, and interest over the Rep Data APIs, as well as any Intellectual Property Rights.

ARTICLE VIII
WARRANTIES AND DISCLAIMER 

8.1 Warranties. The Customer represents and warrants that (i) the Customer has validly entered into this Agreement and has the legal power to do so, (ii) the Customer will access and use the Rep Data Services and process Personal Data only in strict compliance with Applicable Laws and any terms of use that have been published by Rep Data generally relating to the Rep Data Services, as amended from time to time, and (iii) the Customer shall refrain from using or processing any data of Respondents except as expressly permitted in this Agreement and fully disclosed in the privacy statement that is provided to Respondents on the Research U Platform, as amended from time to time. Rep Data reserves the right to audit the Customer’s compliance with the warranties in this Section 8.1, and the Customer shall provide relevant documentation in order for Rep Data to conduct such audit.

8.2 DISCLAIMER. THE REP DATA SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS” “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMITTED BY LAW, REP DATA DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND SYSTEM INTEGRATION OR COMPATIBILITY. WITHOUT LIMITING THE FOREGOING, REP DATA DOES NOT WARRANT OR REPRESENT THAT THE REP DATA SERVICES WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE, UNINTERRUPTED, OR ERROR-FREE. THE REP DATA SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. REP DATA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

ARTICLE IX
INDEMNIFICATION 

9.1 Indemnification by The Customer. The Customer shall indemnify, defend and hold Rep Data, and its subsidiaries, Affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all damages, liability, claims, losses, awards, judgments, settlements, expenses and costs (including reasonable attorneys’ fees and costs of defense) and defend Rep Data against any actions, suits, litigation, claims, demands, arbitration or proceeding, and any threats thereof, resulting from or in connection with: (i) any claim alleging that any data published on the Research U Platform by the Customer infringes the rights of, or has caused harm to, a third party, or (ii) arising out of a breach of this Agreement by the Customer, or (iii) any actions or inactions of the Customer.

9.2 Indemnification by Rep Data. Subject to the Customer’s lawful use of the Rep Data Services, Rep Data shall indemnify, defend and hold the Customer harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with a claim alleging that the Rep Data Services directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party as of the Effective Date of this Agreement, except that Rep Data will not be obligated to indemnify the Customer to the extent that an infringement or misappropriation claim is based upon use of the Rep Data Services in violation of this Agreement, the Code or Applicable Laws.

9.3 Taxes.  Customer shall be responsible for all sales, use, excise and value added taxes, and any other similar taxes, levies, duties and charges of any kind imposed by any federal, state, local or foreign governmental entity (“Taxes”) on any amounts payable by Customer to Rep Data. The Customer shall indemnity, defend and hold Rep Data, and its subsidiaries, Affiliates, officers, directors, employees, attorneys and agents harmless from and against the full amount of any Taxes attributable to the provision of the Rep Data Services under this Agreement or any Order, and any liabilities (including penalties, interest, and expenses) arising from such Taxes. 

ARTICLE X
LIMITATION OF LIABILITY 

10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE REP DATA SERVICES OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, DATA BREACH, BUSINESS INTERRUPTION, OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE REP DATA SERVICES BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTE, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. CERTAIN STATES DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE SUCH DAMAGES SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THE FOLLOWING PARAGRAPH.

10.2 THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL BE AN AMOUNT LIMITED TO THE BUYER FEES AND SAMPLE COST PAID BY THE COMPANY FOR THE REP DATA SERVICES DURING THE 12 MONTHS IMMEDIATELY PROCEEDING THE DATE NOTICE OF THE CLAIM IS GIVEN. NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY TO THE EXTENT SUCH LIABILITY WOULD NOT HAVE OCCURRED BUT FOR THE OTHER PARTY’S FAILURE TO COMPLY WITH THIS AGREEMENT OR APPLICABLE LAWS.

10.3 THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO (I) BUYER FEES OR SAMPLE COST DUE UNDER THIS AGREEMENT, (II) A BREACH OF ARTICLE V, ARTICLE VI OR SECTION 7.1 OF THIS AGREEMENT, (III) EITHER PARTY’S INDEMNITY OBLIGATIONS UNDER ARTICLE IX OR (IV) ANY LIABILITY THAT MAY NOT BE LAWFULLY LIMITED OR EXCLUDED.

ARTICLE XI
TERM AND TERMINATION 

11.1 Subscription Term(s). Unless otherwise specified on an Order, this Agreement commences on the Effective Date.   

11.2 Termination of Agreement. A Party may terminate this Agreement at any time (i) upon 30 days written notice to the other Party, or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or becomes subject to U.S. economic sanctions or other Applicable Laws that would make unlawful the performance of this Agreement by either Party. Rep Data may terminate this Agreement immediately if the Customer is in breach of this Agreement.

11.3 Suspension for Nonpayment. Any breach of the Customer’s payment obligations will be considered a material breach of this Agreement. Rep Data, in its sole discretion, may suspend the Customer’s use of the Rep Data Services if any Buyer Fees and Sample Cost have not been fully paid to Rep Data.

11.4 Effects of Termination. Upon termination of this Agreement, the Customer’s right to access or use the Rep Data Services immediately ceases, and Rep Data shall have no obligation to store, maintain, forward, or otherwise restore any data other than whatever data was previously downloaded by the Customer. The termination of this Agreement for any reason shall not affect: (i) obligations of the Parties to account for and pay to one another amounts owed under this Agreement for activity that occurred on the Research U Platform (whether before or after the notice of termination), or (ii) any other obligation or liability which either the Customer or Rep Data has to the other under this Agreement and which, by its nature, would reasonably be expected to survive termination.

ARTICLE XII
GENERAL PROVISIONS 

12.1 Notice. Except as otherwise specified in this Agreement, all notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement to Customer shall be in writing and shall be deemed to have been given to Customer when (i) delivered personally to Customer, (ii) emailed to Customer at the email address provided by Customer to Rep Data or (iii) or sent to Customer by reputable express courier service (charges prepaid), or mailed to Customer by certified or registered mail, return receipt requested and postage prepaid, to the mailing address provided by Customer to Rep Data.   Except as otherwise specified in this Agreement, all notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement to Rep Data shall be in writing and shall be deemed to have been given to Rep Data when sent to Rep Data by reputable express courier service (charges prepaid), or mailed to Rep Data by certified or registered mail, return receipt requested and postage prepaid, to 612 Andrew Higgins Drive, Suite 2000, New Orleans, LA 70130 or any other address that Rep Data has identified as the address for notices by written notice hereunder to the Customer.

12.2 Governing Law; Dispute Resolution. This Agreement and any dispute arising out of or in connection with the subject matter of this Agreement will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the State of Louisiana, United States of America, without giving effect to conflicts of law principles thereof and excluding the U.N. Convention on the International Sale of Goods. The Parties agree that any action at law or in equity arising out of or relating to this Agreement or the Rep Data Services shall be filed only in the state or federal courts in and for Orleans Parish, State of Louisiana and the Parties hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action.  The Parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. Except as provided below, each Party agrees that before it seeks legal proceedings, mediation, arbitration, or any other form of legal relief, it shall provide written notice to the other of the specific issues in dispute (and referencing the specific portion of any contract between the Parties which are allegedly being breached). Except as provided below, any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS for mediation before legal proceedings, arbitration or any other form of legal relief may be instituted. Mediation may be commenced by a Party providing JAMS a written request for mediation setting forth the subject of the dispute and the relief requested. The Parties will cooperate with JAMS in selecting a single mediator and scheduling a mediation, which should take place within 45 days following a request for mediation. The mediator shall have experience with technology disputes, but the mediator shall not have the authority to award punitive or exemplary damages. The mediation shall take place in New Orleans, Louisiana. The dispute resolution procedures in this Agreement shall not apply to a Party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets, or Confidential Information.

12.3 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Customer and Rep Data.

12.4 Assignment. The Customer may not assign its rights and obligations under this Agreement. Rep Data may assign its rights and obligations under this Agreement.  This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

12.5 Expenses. Except as otherwise provided herein, all expenses incurred by each Party in performing its obligations hereunder shall be borne by the Party incurring the expense.

12.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.7 Headings. The headings in this Agreement are for reference only and shall not limit or otherwise affect any of the meanings or interpretations of this Agreement.

12.8 Questions. Any questions regarding this Agreement should be directed to legal@repdata.com.

12.9 Electronic Signature Consent.  (i) The Customer’s clicking a box indicating acceptance of this Agreement or an Order referencing this Agreement, (ii) the Customer’s execution of this Agreement or an Order referencing this Agreement (by electronic or hard signature), or (iii) the Customer’s use of the Rep Data Services, constitutes the Customer’s acceptance of all of the terms and conditions set forth in this Agreement. The Customer and Rep Data agree and acknowledge that electronic signatures shall have the same force and effect as original or hand-written signatures with respect to this Agreement (or any Order referencing this Agreement) and all electronic records or transactions entered into between the Customer and Rep Data with respect to the Rep Data Services. The Customer affirms its intent to conduct transactions using electronic signatures and records. The Customer may revoke approval of this electronic signature process at any time with prior written notice to Rep Data; however this may result in Rep Data’s suspension or termination of all transactions and/or access or use of the Rep Data Services absent the Customer’s acknowledgment of agreement or consent by other valid legal means.

12.10 Attorneys’ Fees. In the event any action is brought by either Party to enforce against the other Party any provision of this Agreement or to declare a breach of this Agreement, the prevailing Party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees, court costs and cost of collection, incurred by such prevailing Party.

12.11 Binding.  This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Effective Date: 9/10/2025