Research For Good Terms and Conditions for Suppliers
Last Updated October 1, 2022
Research For Good Inc (“RFG”, “Company”, or “our”) provides unique survey sample opportunities for our clients by sourcing sample from third-party suppliers (“Supplier,” “you,” or “your”).
By accessing or using RFG’s services (“Services”) and/or www.researchforgood.com and/or www.saysorewards.com and/or other site operated by RFG for the supply of any of your products or services to RFG, you agree to these terms and conditions (“Agreement” or “Terms and Conditions”).
Without limiting the foregoing, Supplier agrees as follows:
- In this Agreement, the following words shall have the following meanings:
- “Affiliate” means any entity owned, controlled by, or under common control of either Party.
- “Agreement” or “Master Agreement means these Terms and Conditions and all schedules, statements of work, addenda, insertion orders, riders, amendments, and similar attachments, together forming one complete agreement.
- “Applicable Laws and Codes” refers to all applicable international, national, federal, state and/or local laws, rules, regulations, requirements, statutes, codes, decisions and opinions, including but not limited to the EU General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), the German Federal Data Protection Act, U.S. Health Insurance Portability and Accountability Act of 1996, the United States CAN-SPAM Act, the Gramm-Leach-Bliley Act, the Children’s On-Line Privacy Protection Act, the ethical codes of the Insights Association (available at www.insightsassociation.org) and ESOMAR (available at www.esomar.org), and any amendments thereto.
- “Confidential Information” means technical information, business/financial information, management information, and documentation which (i) is stamped or otherwise marked as being confidential or proprietary, whether in written or electronic form; (ii) pertains in any way to such Party’s (or its Affiliates’) business plans or methods; or (iii) otherwise is not generally known by others, and under the circumstances of the disclosure, the Disclosing Party had a reasonable expectation that the Receiving Party would know that the information is confidential or proprietary.
- “Deliverables” means all goods, items, equipment, and materials to be supplied as part of the Services, including but not limited to Surveys, the results of Services required to conduct those Surveys, and samples required to enable those Surveys.
- “Intellectual Property” means all patents, rights to inventions, copyright and related rights, moral rights, database rights, utility models, rights in designs, trademarks, service marks, trade names, domain names, rights in goodwill, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions, whether patentable or not), and other similar or equivalent rights or forms of protection (whether registered or unregistered) and all applications (or rights to apply) for, and for renewals and extensions of, such rights as may now or in the future exist anywhere in the world.
- “Party” means Supplier or Company; “Parties” means both Supplier and Company.
- “Personal Data” or “Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Data Subject, consumer or household.
- “Services” means the services provided by Supplier to Company under this Agreement.
- “Statement of Work” and “Insertion Order” mean physical or electronic forms, correspondence, portal entries, API communications, and the like, singly or collectively defining the terms, conditions, and specifications of a specific set of Services to be delivered. The term “Insertion Order” shall refer to the general commercial terms related to Supplier’s relationship with RFG, and the term “Statement of Work” shall refer to any project-specific terms in connection with an Insertion Order
- “Subcontractor” means a firm, person, or corporation at any tier having an agreement with Supplier for the performance of any part of the Services.
- “Subprocessor” means any third party (including any Supplier Affiliate) appointed by or on behalf of Supplier or any Supplier Affiliate to process Personal Data in connection with this Agreement.
- “Surveys” means market research surveys that are conducted, whether online or via other methods, by Research For Good, its suppliers, or its clients, in which respondents are given the opportunity to participate.
- CONFIDENTIALITY and NON-CIRCUMVENTION.
- Each Party shall receive in confidence (“Receiving Party”) from the other Party (“Disclosing Party”) and treat as confidential all Confidential Information. A Receiving Party shall use such information only for the purpose of and in accordance with this Agreement, and shall not further disclose such information to any third party, unless the prior written approval of the original Disclosing Party is granted at its sole discretion. The obligation to protect Confidential Information shall extend for a period of five (5) years following a Party’s receipt of Confidential Information; provided, however, that a Receiving Party’s obligation to protect trade secrets of the Disclosing Party shall have no time limit.
- The restrictions of this Section shall not apply to any information: (i) lawfully received from another source free of restriction and without breach of this Agreement; (ii) that is published or becomes generally available to the public without breach of this Agreement; (iii) known by the Receiving Party prior to the time of disclosure; (iv) independently developed by the Receiving Party without resort or access to the Confidential Information; or (v) that the Disclosing Party has approved for further release by the Receiving Party.
- Confidential Information shall remain the property of the Disclosing Party and shall be returned or destroyed upon written request.
- Each Party agrees that during the Term of this Agreement, and for the one (1) year period immediately following this Agreement’s termination, it shall not solicit or contact any clients, customers, affiliates, or partners of the other Party with a view to inducing or encouraging such clients, customers, affiliates, or partners to develop a business relationship with such Party. Each Party further agrees that it will not request or advise any clients, customers, affiliates, or partners of the other Party to withdraw, curtail or cancel its business with the other Party. Notwithstanding the foregoing, nothing in this Section 2.4 shall forbid communications or otherwise restrict any relationships with third parties which are formed independently of the Services performed under this Agreement.
- Additionally, Supplier agrees that during the Term of this Agreement it will not communicate directly with any clients, customers, affiliates, or partners of Company about Services performed under this Agreement, and shall channel all such communications, as necessary, through Company. Notwithstanding the foregoing, nothing in this Section 2.5 shall forbid communications or otherwise restrict any relationships with third parties which are formed independently of the Services performed under this Agreement.
- TERM AND TERMINATION.
- Company may terminate this Agreement at any time for any reason whatsoever, including for convenience, upon notice to Supplier.
- Either party may terminate this Agreement in the event of the other Party’s material breach by providing notice in writing within thirty (30) days, and in the event the breaching party fails to cure such breach within such thirty (30) day period, this Agreement will immediately terminate at the expiration of such thirty (30) day period. Upon termination of this Agreement, Supplier may, except as otherwise provided herein, receive payments owed to Supplier up to the effective date of termination.
- In the event of termination or expiry:
- all Statements of Work entered into prior to the date of notice of termination shall be completed as specified, and the terms of this Agreement shall survive for those purposes, other than as mutually agreed;
- the Supplier will liaise with Company to return, or if so instructed destroy or delete, all Confidential Information received by Supplier in connection with this Agreement; and
- any and all license rights and other privileges granted to Supplier herein shall terminate immediately, Supplier’s access to RFG’s platform shall be discontinued, and Supplier shall immediately become ineligible to perform work for RFG.
- FEES AND PAYMENT.
- Supplier will invoice fees to Company for Services delivered pursuant to a Statement of Work or Insertion Order that Company has approved. Invoices must be itemized, including itemization of any and all applicable taxes. Company will pay invoices sixty (60) days from the date of receipt.
- Company will not accept, and will not be liable to pay for, fees or services not approved in advance in connection with, or in violation of, a Statement of Work or Insertion Order.
- Company reserves the right to reasonably dispute all or any of the fees. In this event, Company will notify Supplier within a reasonable timeframe, specifying the reasons for dispute. The disputed amount shall not be due while the dispute is unresolved, though Company shall pay amounts not disputed when due.
- REPRESENTATIONS AND WARRANTIES, DISCLAIMERS.
- Each Party represents, warrants, and during the Term of this Agreement covenants that:
- this Agreement is executed by a duly authorized representative of each Party;
- it shall fully cooperate in connection with the performance of its obligations under the Agreement
- it has full capacity and authority to enter into and perform its obligations under this Agreement; and
- once duly executed, this Agreement shall constitute legal, valid and binding obligations.
- Company makes no representation, warranty or guarantee, and shall have no liability, regarding:
- a particular volume of business or revenue that Supplier may earn, or that Company may make available, under this Agreement;
- matters of content, including without limitation links, referrals, displays, market research surveys, content provided by Company, content provided by clients, data provided in reporting, and /or any technical specifications supplied by Company or any person or entity acting on its behalf; or
- merchantability or fitness for a particular purpose, as well as any warranties of non-infringement and warranties alleged to have arisen from custom, usage, or a course of dealings between the Parties.
- Supplier represents, warrants, and during the term of this agreement covenants that:
- it has and shall continue to have all necessary approvals, licenses, permissions and consents in connection with the performance of its obligations under this Agreement;
- the use of the Services and/or the Deliverables in accordance with this Agreement will not infringe the Intellectual Property rights of any third party;
- it is and will remain in compliance with all Applicable Laws and Codes;
- it has and will maintain appropriate levels of insurance to cover its obligations and liability under this Agreement;
- it has put in place, and shall maintain, reasonable physical and electronic security to prevent, and shall not permit, unauthorized access, destruction, use, modification or disclosure of Personal Data and/or Confidential Information;
- it shall remain in compliance with the terms of the Data Privacy Addendum;
- the Services shall not contain any time bomb, virus, Trojan horse or other harmful or disabling code;
- if a defect occurs or appears in the Services, or if the quality of Supplier’s Services obtained pursuant to an individual Statement of Work does not meet the reasonable and/or pre-defined standards of Customer or a client, Supplier shall promptly and at its own expense correct or re-perform any of its Services which fail to meet such standards within a reasonable time frame acceptable to Customer (at its sole discretion, Company may be granted a refund for defective Services by Supplier); and
- it shall comply at all times with all of its obligations under Applicable Laws and Codes in providing Services under this Agreement.
- Each Party represents, warrants, and during the Term of this Agreement covenants that:
- INDEMNITY, LIMITATION OF LIABILITY.
- Without limiting the foregoing, each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party (the “Indemnified Party”), its officers, agents, and employees from and against any and all liability, loss (including reasonable attorneys fees), or damage they may suffer as the result of claims by third parties against them arising out of the gross negligence, recklessness, or willful misconduct on the part of the Indemnifying Party, its officers, agents, employees, contractors or consultants in connection with this Agreement. Without limiting the foregoing, Supplier further agrees to indemnify, defend and hold harmless Company, its officers, agents, and employees from and against any and all liability, loss (including reasonable attorneys’ fees), or damage it may suffer as a results of claims by third parties against Company arising out of Supplier’s (a) breach of any representation, warranty, or covenant hereunder; (b) a breach of Applicable Laws and Codes; or (c) violations of any third-party Intellectual Property rights.
- Nothing in this Agreement shall exclude or limit either Party’s liability in respect of any claims for or from (a) personal injury; (b) any fraud, including but not limited to fraudulent misrepresentation; (c) liability which may not otherwise lawfully be limited or excluded; (d) any indemnity provided by Supplier to Company under this Agreement; (e) any breach of terms related to Data Protection or Intellectual Property Rights; provided, however, that liability shall be limited to fines and administrative fees arising from such breach; or (f) any breach of this Agreement by the Supplier.
- COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF GOODWILL, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS, LOST BUSINESS OPPORTUNITIES, OR ANY OTHER SPECULATIVE ECONOMIC LOSS, REGARDLESS OF THE LEGAL THEORIES UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF ANY CLAIM WHATSOEVER, INCLUDING WITHOUT LIMITATION THE FOLLOWING:
- CLAIMS ARISING OUT OF SUPPLIER’S USE OF, OR INABILITY TO USE, ANY CONTENT, SERVICE, SURVEY, DOCUMENTATION, INSTRUCTIONS, TECHNICAL SPECIFICATIONS, OR LINKS PROVIDED BY COMPANY OR A CLIENT UNDER THIS AGREEMENT;
- CLAIMS ARISING OUT OF SUPPLIER’S USE OF, INABILITY TO USE, CONNECTION WITH, OR LINKING TO ANY COMPANY OR SPONSOR SERVER; OR
- CLAIMS ARISING OUT OF DECISIONS MADE BY, OR CONDUCT OF, A CLIENT, INCLUDING WITHOUT LIMITATION THE FAILURE OF A CLIENT TO GIVE CREDIT FOR COMPLETED SURVEYS OR COMPLETED REFERRAL(S).
- WITHOUT LIMITING THE FOREGOING, COMPANY’S MAXIMUM AGGREGATE LIABILITY FOR A CLAIM RELATED IN ANY WAY TO AND PERMITTED BY THIS AGREEMENT, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER THEORY, WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY COMPANY TO SUPPLIER IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF SUCH CLAIM.
- Supplier shall keep and maintain at its principal place of business true and accurate records in connection with the Services, in accordance with generally accepted accounting and business principles, and in accordance with its legal obligations including but not limited to Applicable Laws and Codes. Supplier shall permit Company or its authorized representative(s) to inspect such records upon reasonable written notice for the purpose of assessing compliance with this Agreement.
- INTELLECTUAL PROPERTY.
- Company shall own the Intellectual Property rights in the Deliverables.
- Nothing in this Agreement is intended to affect Supplier’s ownership of materials developed by it independently of the Services. Where such materials are incorporated into the Deliverables, or are required to use or exploit the Services, Supplier grants to Company a perpetual, worldwide, non-exclusive, royalty-free license to use such materials to obtain full benefit of the Services.
- Supplier shall not, and shall not directly or indirectly encourage or knowingly permit any third party to, (a) modify, reverse engineer, decompile, disassemble, or attempt to derive the source code from any Company products or services, software or documentation; (b) alter, modify, remove or obscure content served by Company in any way, including without limitation legal or proprietary rights notices associated with such content; or (c) create or attempt to create a similar service to Company through any proprietary or confidential information shared hereby. Additionally, Supplier agrees that Company owns all right, title, and interest in and to Company Intellectual Property and all information related to it, including without limitation Company’s serving technologies, program design, content, websites, software, computer code, and business processes, and that Supplier acquires no rights or title to, interest in, or ownership of such Intellectual Property and related information except for the explicit and limited rights expressly set forth in this Agreement. Company’s ownership does not extend to matters licensed by Company from third parties.
- ASSIGNMENT AND SUBCONTRACTING.
- Neither Party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the written consent of the other, which consent shall not be unreasonably withheld. The Parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors, joint administrators, and permitted assigns. Notwithstanding the foregoing, Company may assign this Agreement and any of its rights and obligations hereunder in connection with a merger or a sale of its assets or ownership interests without Supplier’s consent.
- Supplier shall not delegate any Services or obligations under this Agreement to a Subcontractor without the prior written consent of Company.
- All Services performed by a Subcontractor will be deemed Services performed by Supplier, and Company will not be precluded from dealing solely and directly with Supplier in all matters pertaining to this Agreement, including settlement of fees due.
- The relationship of the Parties under this Agreement is one of independent contractors, and no agency, partnership, joint venture, or similar relationship is created nor may be construed.
- This Agreement sets forth the entire agreement of the Parties and supersedes any and all prior oral or written agreements or understandings between the Parties as to the subject matter hereof. Only a writing signed by both Parties may change this Agreement.
- If any provision of this Agreement shall be held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement shall remain in full force and effect to accomplish the intent and purpose of the Parties. The Parties agree to negotiate the severed provision to bring it within the applicable legal requirements to the extent possible.
- Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other Party of the provisions of this Agreement shall not operate or be construed as a waiver thereof. No waiver shall be binding on either Party unless it is in writing and signed by an authorized representative of the Party to be bound.
- This Agreement and any disputes between the Parties shall be governed by and construed according to the laws of the State of Washington without giving effect to conflict of laws principles.
- Neither Party may make public statements about this Agreement or the Services provided hereunder without the written consent of the other. This notwithstanding, Supplier agrees that Company may include Supplier’s name, logo, and/or URL in lists of representative suppliers (including website lists), marketing materials, investor or other presentations, financial reports and any materials prepared for Company’s current or potential clients.
- In the event of any inconsistency between an Insertion Order or Statement of Work, and this Agreement, this Agreement shall prevail.
- To be effective, any notice or demand under this Agreement is required to be in writing and given by priority mail, confirmed email, or in-person delivery to the representative named below or their designate.
- Supplier agrees and acknowledges that during the Term, it may be necessary for Company to respond to alleged violations by a respondent or to otherwise obtain information on a respondent to address a matter of legitimate analytic importance; in such a circumstance, Supplier shall cooperate with Company, including, without limitation, assistance in identifying and/or contacting the said respondent.
- The obligations under sections 1,2, 5, 6, 7, 8, and 10 shall survive termination or expiry of this Agreement.
SCHEDULE A: DATA PRIVACY ADDENDUM
THIS DATA PRIVACY ADDENDUM (the “Addendum”) is made by and between Research For Good Inc, including (“RFG”), and Supplier, including its affiliates if any (“Supplier”). As used herein, “Affiliates” shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Party.
1. Definitions. As used in this Addendum, the following terms shall have the following meanings, and cognate terms shall be construed accordingly:
“Agreements” means means any existing or subsequent agreements, including statements of work, between the Parties or one or more of their subsidiaries or affiliates, unless any such subsequent agreement specifically references this Addendum by its name and Effective Date and indicates that this Addendum shall not be incorporated into such subsequent agreement.
“Business,” “controller,” “processor,” “service provider,” “contractor,” and “third party” shall have the meanings given to them under applicable Data Protection Law.
“Collecting,” “processing,” “selling,” and “sharing” shall have the meanings given to them under applicable Data Protection Law.
“Consumer” or “data subject” means any identified or identifiable natural person or household with rights under applicable Data Protection Law, and has the further meanings given to them under applicable Data Protection Law.
“Data Protection Law” means, as applicable, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, the “CCPA”); the Virginia Consumer Data Protection Act (“VCDPA”); the Colorado Privacy Act (“CPA”); the Connecticut Data Privacy Act (“CTDPA”); the Utah Consumer Privacy Act (“UCPA”); and any other state and federal privacy and data breach notification laws and regulations (including without limitation regulations relating to the foregoing enumerated statutes) governing the collection, transfer, processing, and security of personal data.
“Personal data” shall have the meaning given to it, or to the term “personal information,” in applicable Data Protection Law, but shall include, at a minimum, any information that is linked or reasonably linkable to an identified or identifiable natural person.
“Reasonable Security Measures” means reasonable and appropriate organizational, technical, and other security measures to protect against accidental, unlawful or unauthorized access to or use, destruction, loss, alteration, disclosure, transfer, commingling or processing of personal data.
2. Relation to Agreements. Except as set forth herein, all provisions of the Agreements remain in full force and effect. This Addendum is incorporated by reference into the Agreements; provided, however, to the extent any term in any Agreements regarding either Party’s obligations with respect to personal data is less restrictive than or is inconsistent with this Addendum, this Addendum shall supersede and control. Any restrictions, limits, or caps on either Party’s liability or indemnification obligations under the Agreements shall not be applicable to any violation of the terms of this Addendum. This Addendum constitutes the entire agreement of the Parties with respect to its subject matter, and supersedes any other data privacy addenda previously executed by the Parties.
3. Supplier’s Obligations. Supplier represents, warrants, and covenants that it shall: (i) limit its processing activities in accordance with the instructions, descriptions, and limitations set forth in Annex 1 to the Insertion Order; (ii) at RFG’s direction, return or delete any personal data with respect to which Supplier is a processor and not a controller, unless retention of such personal data is required by applicable laws or regulations, including without limitation applicable Data Protection Law; (iii) upon the reasonable request of RFG, make available to RFG all information in its possession necessary to demonstrate Supplier’s compliance with applicable Data Protection Law; (iv) allow for and contribute to reasonable assessments by RFG or RFG’s designated assessor of Supplier’s policies and technical and organizational measures to comply with applicable Data Protection Law; (v) not subcontract the processing of personal data without RFG’s prior written approval; (vi) not engage any approved subcontractor except pursuant to a written contract with obligations no less restrictive than those included herein; (vii) not process personal data particular to the services of the Agreements beyond what is necessary for provision of such services; (viii) maintain Reasonable Security Measures at all times; (ix) limit access to personal data to employees and approved subcontractors who are authorized to access personal data, and ensure that all such employees and subcontractors are comprehensively trained in the care and handling of personal data; (x) treat personal data with strict confidence and take all reasonable steps to ensure that Supplier’s employees and other agents who will process personal data are aware of and comply with this Addendum and are under duties of confidentiality and security with respect to personal data no less restrictive than those set forth herein; (xi) upon becoming aware of any errors or inaccuracies in personal data, promptly notify RFG and promptly correct them; and (xii) ensure that employees and approved subcontractors who have access to personal data receive instruction on and abide by all of RFG’s global and local policies, standards and procedures (as amended by RFG from time to time) relating to security, health and safety, information security systems, facilities and computer equipment, and quality assurance, provided that RFG has provided Supplier with copies thereof.
5. European Data. Without limiting any other provision of this Addendum, Supplier represents, warrants, and covenants that with respect to transfers and processing of originating from or relating to data subjects in the European Economic Area and Switzerland, Supplier’s use of such data is subject to the Standard Contractual Clauses (the “Clauses”), available at this link https://www.saysorewards.com/research-for-good-terms-and-conditions-for-suppliers-scc and incorporated herein by this reference. The Parties agree that Module 2 (Controller to Processor) of the Clauses shall apply, and the Clauses shall be governed by Ireland law.
6. Duty to Notify and Cooperate. Supplier shall promptly give written notice to and shall fully cooperate with RFG: (a) regarding any complaint, inquiry, or request from a consumer or government or regulatory agency regarding personal information, unless such notice is prohibited by law; (b) if for any reason (i) it cannot comply, or has not complied, with any portion of this Addendum; (ii) it has breached or may be in breach of any Data Protection Law; or (iii) applicable Data Protection Law no longer allow the lawful transfer of personal information to Supplier (in such cases, Supplier will take reasonable and appropriate steps to remedy any noncompliance, or cease further processing of personal information, and acknowledges and agrees that RFG may immediately terminate the Agreements, or Supplier’s access to personal information, or take any other reasonable action); (c) in the event of any unauthorized or accidental access to, use or disclosure of personal information. In the case of subsection (c), Supplier shall: (i) notify RFG immediately, and in any event within twenty-four (24) hours of becoming aware of the incident; (ii) take all necessary and appropriate corrective actions, at Supplier’s expense, to remedy the causes and consequences of the problem; (iii) only if requested by RFG, provide notices to consumers whose personal information may have been affected; (iv) indemnify, defend, and hold RFG harmless from and against any third party costs or liability incurred by RFG (including reasonable attorneys’ fees) in relation to the breach of security or unauthorized access to personal information; and (v) without limiting the foregoing, pay for reasonably necessary credit monitoring services for any such consumers for a reasonable period of time of not less than one (1) year. Supplier will refrain from notifying or responding to any consumer, government or regulatory agency, or other third party, for or on behalf of RFG, unless RFG specifically requests in writing that Supplier does so, except as otherwise required by applicable Data Protection Law. Supplier acknowledges and agrees that if RFG receives a request from a government or regulatory agency, RFG may share the terms of the Agreements or this Addendum, and other information Supplier provides to demonstrate compliance with this Addendum or applicable Data Protection Law.
7. Indemnification. Supplier shall defend, indemnify and hold harmless RFG and its affiliates and each of their respective managers, officers, directors, employees and agents (the “Indemnified Parties”) from and against all third party claims, demands or causes of action, losses, damages or liabilities including reasonable attorney’s fees and court costs incurred by the Indemnified Parties to the extent arising out of any alleged or actual violation of this Addendum.
8. Records. Supplier will record and retain, for a minimum of two (2) years after the expiration or termination of the Agreements, records of any notice to, and consent or request from, individuals regarding the collection, disclosure, retention and use of personal information that is exclusive to the services of the Agreements. Upon RFG’s request, Supplier shall make all records, appropriate personnel, and/or any location from which personal information can be accessed and relevant materials available for inspection to demonstrate compliance hereunder, provided that such inspection shall be carried out with reasonable notice during regular business hours and under a duty of confidentiality.
9. Effect of Termination. Upon the termination of any of the Agreements or this Addendum by RFG for any reason, Supplier will promptly return or delete relevant personal information (at RFG’s election) and certify as much in writing to RFG, at Supplier’s expense and in accordance with RFG’s instructions.
SCHEDULE B: AUTOMATED SAMPLE SERVICES SCHEDULE
This Schedule governs Services delivered in an automated manner by Supplier, through an Application Program Interface (“API”), connection to a router designed to present Company’s Survey offers to respondents, or other agreed means. Any capitalized terms not otherwise defined in this Schedule shall have the meaning ascribed to them in the Master Agreement.
1. COMPANY’S OBLIGATIONS.
a. Company shall provide to Supplier a connection into one or more of Company’s technology platform that shall enable the presentation of Survey offers to Supplier’s end-users through Supplier’s website(s), portals, or other means.
b. Company shall provide and maintain such connection(s) through which Supplier will be able to serve Surveys on their sites. Company’s API(s) and Company’s router(s) are understood to be Company’s Intellectual Property.
c. For the term of the Agreement, Company hereby grants to Supplier and Supplier Affiliates and/or publishers a non-exclusive, royalty-free, worldwide license to (a) use and display all offers delivered hereunder in accordance with the terms of this Agreement, and (b) use all associated Company Intellectual Property in connection therewith. Title to and ownership of all Intellectual Property rights shall otherwise be as governed by the Master Agreement.
d. Company shall provide approved conversion reporting on the seventh (7th) day of each month for the month immediately preceding, with additional interim reporting as may be needed.
e. Company shall provide a global inventory of Surveys for Supplier.
f. Company shall provide the necessary documentation for setup and troubleshooting.
g. Company shall manage the optimization of Surveys that are displayed to end users, except as otherwise agreed.
h. Company shall provide technical support to Supplier via phone and email five (5) days a week during regular business hours.
i. Company shall provide real-time server to server postbacks so that Supplier can reward its end users with incentives to participate in Surveys.
j. Company’s obligations do not include any assurance or warranty of a particular volume of business or revenue that Supplier may earn, or that Company may make available, in accordance with Section 5.2 of the Agreement.
2. SUPPLIER OBLIGATIONS.
a. Supplier will implement and maintain necessary technology to integrate to Company’s engagement point(s) on their network or site.
b. Supplier shall provide offers of Company Surveys to its end users, and is solely responsible for incentivizing or otherwise compensating those end users for their participation as Supplier sees fit.
c. Supplier shall deliver Services and connections to end users which are free of any “worm”, “virus” or other device that could impair or injure any person or entity.
d. Supplier shall promptly notify Company of known issues or outages regarding its own or Company’s systems, as they relate to Services delivered under this Agreement.
e. Supplier will promptly notify Company of advances or changes to Supplier’s sources, methods, and other practices which may reasonably be expected to impact performance or quality. There is no intention or requirement to undermine the Confidentiality or Intellectual Property rights of Supplier under this Agreement through such notifications.
f. Supplier agrees to communicate solely and directly with Company, and not with any Company clients, in accordance with Section 2.4 of the Agreement.
g. Supplier shall reward its end users when server to server postback is received from Company of revenue/reward earned.
AFFILIATE MODEL. Company acknowledges that the provision of Services by Supplier in an affiliate model, where supply from multiple sources is aggregated as an essential part of the Services, will not be considered subcontracting for purposes of this Agreement
SCHEDULE C: MARKET RESEARCH OPERATIONS SCHEDULE
This Schedule governs Services involving the provision of serviced, rather than fully automated, market research operations deliverables by Supplier to Company. Any capitalized terms not otherwise defined in this Schedule shall have the meaning ascribed to them in the Master Agreement.
- STATEMENT OF WORK. Services by Supplier shall be performed in accordance with Statements of Work which may be issued or amended from time to time at the sole discretion of Company.
- TERM AND TERMINATION.
- The term of a Statement of Work commences upon commission and continues until delivery is complete.
- Company may terminate a Statement of Work at any time, upon notice to Supplier. In such event Company shall, as necessary, pay undisputed fees for any portion of the Services already delivered in accordance with the terms of the Agreement
- Each Party shall cooperate in providing statistics and other information needed for the successful execution of a Statement of Work, as required, where doing so does not violate a confidentiality agreement or intellectual property right.
- Definitions and calculations shall be determined by Company, including but not limited to incidence, response rate, completion rate, and quota fail rate.
- The Parties recognize that a change to a Statement of Work or its specifications may justify a corresponding adjustment to the fees.
- PRICING, ESTIMATION AND DELIVERY.
- Company shall provide information and specifications on an “as is” basis, and no warranty is provided for their accuracy.
- Supplier shall make estimations for cost and timing, and claims for delivery, in good faith based on the information and specifications provided by Company. Supplier shall be liable for fulfillment, except where information and specifications provided by Company have proven unfounded.
- Where Supplier is providing Surveys or sample for Surveys, pricing shall not be adjusted if incidence falls within twenty percent (20%) of estimate and/or if interview length falls within five (5) minutes of estimate. By way of example, and without limiting the foregoing, if incidence is estimated at sixty percent (60%), pricing shall not be adjusted if incidence falls within a range of forty-eight percent (48%) to seventy-two percent (72%), and if interview length is estimated at twenty (20) minutes, pricing shall not be adjusted if interview length falls within a range of fifteen (15) to twenty-five (25) minutes.
- Supplier shall be responsible for (i) promptly advising Company of risks or challenges in meeting delivery requirements; (ii) promptly advising Company with respect to any unacceptable or potentially unacceptable Deliverables; and (iii) for providing recommendations to Company to resolve such challenges related to the foregoing. Company shall in its sole discretion determine (i) if all, some, or none of the recommendations will be adopted, and if so, how; and (ii) to what extent a Statement of Work should be amended.