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Privacy Policy • Do Not Sell My Personal Information

Terms &
Conditions

REP DATA, INC.
STANDARD TERMS & CONDITIONS

Last Updated:  September 19th, 2022

The following Standard Terms & Conditions (the “Terms”) apply to all services and products provided by Rep Data, Inc. (the “Services”).  Any client or customer’s (“Client”) engagement of Rep Data, Inc. (“Rep Data”) or use of Rep Data’s Services shall constitute an acceptance of these Terms and the Terms shall constitute a legal contract between Client and Rep Data. Together, Client and Rep Data are referred to herein individually as “Party” or collectively as the “Parties”. BEFORE USING THE SERVICES, PLEASE READ CAREFULLY THE FOLLOWING TERMS. BY ENGAGING REP DATA OR USING THE SERVICES, CLIENT ACKNOWLEDGES THAT CLIENT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE FOLLOWING TERMS, AND ANY FUTURE MODIFICATIONS. IF AT ANY TIME CLIENT DOES NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY NOTIFY REP DATA AND TERMINATE CLIENT’S USE OF THE SERVICES.

1. Modification of the Terms. 

Rep Data reserves the right, at its discretion, to change, modify, add, or remove portions of these Terms at any time.  All changes shall be effective immediately, unless otherwise stated. Client’s continued use of the Services after the posting of changes constitutes Client’s binding acceptance of such changes.

2. Ownership; Proprietary Rights.

As between the Parties, other than sample results and work product delivered to Client, Rep Data is the sole owner of the content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, applications, software, services, and all other elements of the Services and any Rep Data product, data, application, application programming interfaces, software development kit or technology that are provided by Rep Data (“Rep Data Materials”) or are otherwise owned and operated by Rep Data.

3. Prohibited Uses. 

As a condition of Client’s use of the Services, Client hereby represents and warrants that it will not use the Services or any Rep Data Materials for any purpose that is unlawful or prohibited by these Terms.

4. Client Information. 

Client represents and warrants that the information it provides to Rep Data will be true, accurate, current, and complete. Client also represents and warrants that it will ensure that this information is kept accurate and up-to-date at all times. Client acknowledges, consents and agrees that Rep Data may access, preserve and disclose Client’s information if required to do so by law or in a good faith belief that such disclosure is reasonably necessary to comply with legal process.  Neither Rep Data nor Client will use the other party’s name or logo for marketing or publicity without the other party’s written permission.

5. INDEMNIFICATION; HOLD HARMLESS. 

CLIENT AGREES TO INDEMNIFY AND HOLD HARMLESS REP DATA, AND ITS PARENT, SUBSIDIARIES, AFFILIATES OR ANY RELATED COMPANIES (INCLUDING THOSE WHICH SHARE SUBSTANTIALLY COMMON OWNERSHIP), AND THE OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, AGENTS AND REPRESENTATIVES OF ANY OF THEM FROM ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF (I) CLIENT’S USE OR MISUSE OF THE SERVICES OR ANY REP DATA MATERIALS; (II) CLIENT’S VIOLATION OF THESE TERMS; AND (III) CLIENT’S BREACH OF THE REPRESENTATIONS, WARRANTIES, AND COVENANTS CONTAINED IN THESE TERMS. REP DATA RESERVES THE RIGHT, AT CLIENT’S EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH CLIENT IS REQUIRED TO INDEMNIFY REP DATA AND CLIENT AGREES TO COOPERATE WITH REP DATA’S DEFENSE OF SUCH CLAIMS. CLIENT AGREES NOT TO SETTLE ANY SUCH MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF REP DATA.

6. Disclaimers; No Warranties.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, REP DATA DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, REDHIBITION, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. REP DATA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR REP DATA MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

7. Limitation of Liability and Damages; Payment.

  • Limitation of Liability.  UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL REP DATA OR ITS AFFILIATES, CONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM CLIENT’S USE OR THE INABILITY TO USE THE SERVICES AND/OR THE REP DATA MATERIALS, OR ANY OTHER INTERACTIONS WITH REP DATA, EVEN IF REP DATA OR A REP DATA REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • Limitation of Damages.  IN NO EVENT SHALL REP DATA OR ITS AFFILIATES, CONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, AGENTS, REPRESENTATIVES OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR CLIENT’S USE OF THE SERVICES OR REP DATA MATERIALS OR ANY OTHER INTERACTIONS WITH REP DATA (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE FEES PAID BY CLIENT TO REP DATA DURING THE 12 MONTHS IMMEDIATELY PROCEEDING THE DATE NOTICE OF THE CLAIM IS GIVEN TO REP DATA.
  • Basis of the Bargain.  CLIENT ACKNOWLEDGES AND AGREES THAT REP DATA HAS OFFERED ITS SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN CLIENT AND REP DATA, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN CLIENT AND REP DATA.
  • Late Payment.  In the event that it becomes necessary to pursue legal action or engage professional collection services for the collection of any amounts owed to Rep Data, Client agrees to pay reasonable attorney fees and/or collection agency fees incurred by Rep Data plus all other costs of suit or collection incurred by Rep Data in connection with such collection.

8. Miscellaneous.

  • Notice.  Rep Data may provide Client with notices by email or postal mail. If Notice is by email or mail, it will be provided to the email or mailing address provided by Client and it is Client’s responsibility to update such information with any changes. Client may provide Rep Data with notices only by mail to 612 Andrew Higgins Boulevard, Suite 2000, New Orleans, LA 70130 or email to legal@repdata.com.  Notice will be deemed given twenty-four hours after email is sent, and three days after being sent through postal mail.
  • Governing Law. ‍These Terms shall be governed by and construed in accordance with the laws of the State of Louisiana, without giving effect to any principles of conflicts of law.
  • Jurisdiction. Client agrees that any action at law or in equity arising out of or relating to these Terms, the Services or the Rep Data Materials shall be filed only in the state or federal courts in and for the Parish of Orleans, State of Louisiana and Client hereby consents and submits to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action.
  • Waiver. ‍A provision of these Terms may be waived only by a written instrument executed by the Party entitled to the benefit of such provision. The failure of Rep Data to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
  • Severability.  If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
  • Assignment.  These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by Client, but may be assigned by Rep Data without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
  • Independence of Relationship. Client agrees that no joint venture, partnership, employment, or agency relationship exists between Client and Rep Data as a result of these Terms or use of the Services.
  • Survival. These Terms will survive the completion or termination of the Services.
  • Headings. ‍The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
  • Claims. CLIENT AGREES THAT ANY CAUSE OF ACTION BROUGHT BY CLIENT ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, REP DATA MATERIALS OR ANY OTHER INTERACTIONS WITH REP DATA MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
  • Translation. The English version of these Terms controls over any translated version.

9. California Residents

If you are a panelist or a research respondent we may collect and store personal information from you under certain circumstances. If you’re a California resident, our collection and use of that personal information will be governed by the California Consumer Privacy Act (“CCPA”).

We will never disclose personal information such as your name or address to third parties in exchange for monetary consideration without your consent. However, under CCPA’s broad definition, “personal information” may also include (in addition to names, addresses, and the like) unique identifiers, IP addresses, demographic information, and even inferences which may be drawn from any of the above.

CCPA also defines the term “sell” broadly. Its meaning includes “renting, releasing, disclosing, disseminating, making available, [and] transferring…for monetary or other valuable consideration.”

Under these broad definitions, certain transfers of information in connection with services we provide to our clients could arguably be deemed a “sale” of “personal information” under CCPA.

As a California consumer, you have the right to opt-out of this “sale” of your personal information. You may exercise this right, or any other right under CCPA, by filling out the form (here), or by contacting us as provided in our Privacy Policy.

If you choose to exercise your right to opt out, either directly or via an authorized agent, we may request certain personal information in order to verify that you do in fact authorize the request.