Participant Terms and Conditions

This page contains the terms and conditions applicable to individuals who are registered for or intend to register for a participant account at Respondent. Please visit the Researcher Terms and Conditions for the terms that apply to researchers.

Respondent, Inc. ("Respondent") welcomes you to our website and the applications and services available from us, through our website or other platforms (the "Site" and the "Services"). Your use of the Site and the Services is governed by these Participant Terms and Conditions (the "Terms"). To use our Services, you must agree to these Terms as well as our Privacy Policy, which describes our collection, use, and disclosure of your personal data in connection with our Services.

Each time you use the Site or the Services, the then-current version of the Terms will apply. If you use the Site or the Services after a modification of these Terms, you agree to be bound by the Terms as modified.

These Terms contain important information regarding your rights with respect to the Site and the Services, including your relationship with us, and include an arbitration provision and class action waiver that may limit your ability to pursue claims against us in court. Please read them carefully and review them regularly.

BY USING OR ACCESSING OUR SERVICES, YOU ARE ACCEPTING THESE TERMS AND REPRESENTING THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT USE OR ACCESS OUR SERVICES. BY USING OR ACCESSING OUR SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD.

1. Services Generally

1.1 Overview of the Services

The Services enable Respondent's customers ("Researchers") to post opportunities ("Projects") to participate in Research Sessions and to source individuals ("Participants") to apply to Projects. A "Research Session" is an interview, survey, testing, or other research session in which Participants provide feedback to or otherwise interact directly with Researchers outside of the Services.

1.2 Proprietary Rights

Respondent owns and retains all right, title and interest in and to: (i) the Services and all improvements, enhancements or modifications thereto; (ii) any software, applications, inventions or other technology developed in connection with the Services or support; and (iii) all intellectual property rights related to any of the foregoing. Nothing in this Agreement shall be construed as granting Participants any rights in or to the Services, other than the right to use the Services as expressly stated in these Terms. Unless otherwise noted, all Respondent content within the Services is the property of us and/or our affiliates or licensors and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws.

1.3 License Grant

Subject to these Terms and any other agreement between you and us, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use our Services solely in the manner enabled by us. Your license to use our Services is automatically revoked if you violate these Terms, you do not agree to the then-current version of these Terms, or we terminate these Terms or your account. From time to time, we may upgrade our Services or make improvements to our Services. You agree that these Terms will apply to any such upgrades or improvements. The foregoing license grant is not a sale of any aspect of our Services or a sale of a copy of any aspect of our Services, and we and our partners and suppliers retain all right, title and interest in our Services. We reserve all rights not expressly granted under these Terms.

We may, at any time and in our sole discretion, temporarily or permanently (i) alter, suspend, discontinue, terminate or subcontract our Services in whole or in part, at any time and for any reason, without notice, or (ii) add or remove features, including without limitation making free services into paid services and vice versa. Our Services may also periodically become unavailable due to maintenance, technical issues, or other reasons. You understand and agree that Respondent may monitor all use of the Services for security, operational, improvement and performance purposes.

1.4 Third-Party Beneficiary

Researchers are express and intended third-party beneficiaries of these Terms. To the extent that your breach or threatened breach of these Terms causes any damage or liability to any such Researcher, such Researcher shall have the right to enforce any provision of these Terms. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

2. Use of the Services

2.1 Eligibility

You must be at least 18 years old to use the Services. By using the Services, you represent and warrant that (i) you are at least 18 years old, (ii) you are able to form a legally binding contract under applicable law, and (iii) you are not prohibited from using the Services under any applicable law or regulation. The Services are not directed to, and may not be used by, any individual under the age of 18.

You represent that any information you submit to us when using the Services is accurate, truthful, and current. You also represent that your use of the Services does not violate any applicable law or regulation.

2.2 Account Creation and Management

In order to use our Services, you may be required to create an account with a username and password or to register using third-party login credentials such as Facebook or LinkedIn (collectively, "Login Credentials"). You agree to provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update such information to keep it accurate, current, and complete. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account. You agree to notify Respondent immediately if you believe that your Login Credentials have been or might be used without your permission so that appropriate action can be taken. We are entitled to act on instructions received when your Login Credentials are used, regardless of whether use of the Login Credentials has been authorized by you, and we are not responsible for losses or damage caused by your failure to safeguard your Login Credentials.

Your account is personal to you and is non-transferable. You may not sell, rent, lend, gift, share, sublicense, or otherwise transfer or make available your account or your Login Credentials to any other person or entity, except with Respondent's prior written permission. Each individual using the Services must maintain their own account. Respondent may, in its sole discretion, suspend or terminate any account that we reasonably believe has been transferred or shared, that is being used by a person other than the registered Participant, or that is otherwise being used in violation of this Section 2.2.

If you connect to our Services with one or more third-party social media accounts, we may receive and store certain information related to that account. You may have the ability to control what information is shared from your linked social media account by adjusting the privacy settings for that account.

2.3 Equipment

In order to use our Services, you must have a device with Internet access that can access our Services. We are not responsible for any charges you incur from your telecommunications carrier or otherwise as a result of your use of our Services. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including without limitation hardware, software, operating systems, networking, modems, and the like.

2.4 Acknowledgment to Receive Communications

When you use the Services, or send emails, SMS messages, or other digital communications to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email, SMS or other text message, or by posting notices on the Services. You understand and agree that you may receive transactional emails and text messages from us related to the Services or your use of the Services, including without limitation Project invitations, study confirmations, scheduling reminders, payment notifications, and account-related notices. Standard message and data rates from your carrier may apply. You may opt out of non-essential SMS communications at any time by following the unsubscribe instructions provided in any such message (e.g., replying STOP), and you may opt out of marketing emails by following the unsubscribe instructions in such emails or by adjusting your account preferences. Opting out of transactional communications may limit your ability to use the Services.

Any text messages we send to you are subject to Respondent's SMS Terms and Conditions (if and as published by Respondent), which are incorporated into these Terms by reference. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms.

2.5 Feedback

Respondent may solicit, and you may provide to Respondent, suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Services ("Feedback"). Nothing in these Terms shall restrict Respondent's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback without compensating or crediting you. By sending us Feedback, you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) the Feedback does not contain confidential or proprietary information of any other person or entity. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against Respondent and its users any claims and assertions of any moral rights contained in such Feedback. This Section 2.5 shall survive any termination of your account, these Terms, or your participation in the Services.

3. Your Obligations

3.1 Participant Information

You acknowledge and agree that in order to apply to Projects and participate in Research Sessions, you will be required to provide certain information to Respondent, including without limitation personal information, such as contact information and demographic information. By using our Services, you agree to the collection, use and disclosure of your personal information in accordance with our Privacy Policy, which is incorporated into these Terms. You acknowledge and agree that when you apply to a Project, Respondent will share your personal information with the applicable Researcher, and any additional information provided by you in connection with a Project will be shared with both Respondent and the applicable Researcher.

If you participate in a Research Session, you acknowledge and agree that the Researcher conducting such Research Session may collect additional information from you, including without limitation your personal information. The collection, use, and disclosure of information you provide to any Researcher in connection with a Research Session, as well as any disputes related thereto, are subject to that Researcher's privacy policy and other applicable terms and are not controlled by Respondent.

You represent and warrant that (i) all information you provide to Respondent and/or any Researcher will be accurate and complete, (ii) you have the right to provide such information and have obtained all necessary consent where applicable, (iii) the information does not violate the rights of any other person or entity, (iv) the information does not contain the confidential or proprietary information of any other person or entity, and (v) you have no agreement with or obligations to any third party that would prohibit your use of the Services in the manner so used. You acknowledge and agree that your submission of any personal information to Respondent and/or any Researcher is voluntary and entirely at your own risk. You hereby grant to Respondent and such Researcher (as applicable) a perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, transferable, worldwide right and license to use, copy, modify, adapt, translate, display, distribute, publish, create derivative works of, and otherwise exploit such information for any purpose, including without limitation the provision and improvement of the Services, the development of new products and services, benchmarking and analytics, and the training, validation, and evaluation of artificial intelligence and machine learning models. The foregoing license shall survive any termination of your account or these Terms.

You further acknowledge that as a condition of your participation in a Research Session, the applicable Researcher may require you to agree, among other things, (a) that any and all information expressed or communicated by you during the Research Session may be freely used and disclosed by the Researcher without restriction or compensation to you (other than the incentive, if any, offered in connection with the Research Session), and (b) to assign to the Researcher all intellectual property rights in and to such information. You agree to act in a professional manner at all times in connection with your participation in a Research Session.

3.2 Prohibited Information

You agree not to submit any of the following categories of information to or through the Services, even if requested by a Researcher:

• Financial account information (e.g., bank account number, information subject to the Payment Card Industry Data Security Standard (PCI DSS));
• Government-issued identification number (e.g., Social Security number, driver's license number, passport number);
• Online login credentials (e.g., authentication/authorization credentials, password, security question and answer);
• Biometric identifiers (e.g., genetic data, fingerprints, facial modeling data); or
• Health and genetic information subject to enhanced protection under applicable law (e.g., Protected Health Information as defined in the Health Insurance Portability and Accountability Act (HIPAA)).

If you submit any of the foregoing categories of information to the Services, it will be considered unauthorized use of the Services, and Respondent will have no responsibility or liability in connection therewith.

3.3 Confidentiality

You agree to protect and keep confidential all information relating to Projects and Research Sessions that you participate in or that are otherwise made available to you through the Services, whether in hardcopy, electronic, or oral format ("Confidential Information"). You shall not, except to the extent permitted by these Terms or expressly authorized by Respondent or the applicable Researcher in writing, use or disclose such Confidential Information. Confidential Information includes, without limitation, the identity of any Researcher affiliated with a Project or Research Session, the specific terms of or activity related to your participation in a Project or Research Session, and the feedback, information, or responses you provide or receive in connection with a Project or Research Session.

Notwithstanding the foregoing, you may disclose Confidential Information to the extent compelled by law or the order of a court or other governmental body, provided that you notify Respondent and the applicable Researcher promptly and in writing (to the extent legally permitted) and reasonably cooperate with Respondent and/or the Researcher in any lawful action to contest or limit the scope of such required disclosure.

Research Sessions may also be protected under the terms of a confidentiality agreement between you and the applicable Researcher, in which case in the event of any conflict between the terms of such agreement and this Section 3.3, the terms of such agreement shall supersede this Section 3.3.

You acknowledge that any actual or threatened breach of this Section 3.3 may cause irreparable harm to Respondent and/or a Researcher, the extent of which may be difficult to ascertain. Accordingly, you agree that, in addition to all other remedies available at law or in equity, Respondent and/or such Researcher will be entitled to seek an immediate injunction against any breach or threatened breach of this Section 3.3 without the posting of any bond and without proof of actual damages.

3.4 Usage Restrictions

You shall not, nor shall you authorize or facilitate any attempt by another person to:

• Use the Services in any manner or for any purpose other than as expressly provided in these Terms;
• Use the Services in an unlawful or fraudulent manner or for any unlawful or fraudulent purpose;
• Have an account or use any of the Services if Respondent has previously removed your account or banned you from accessing any of the Services;
• Accept incentive payment outside of the Services from Researchers after completing a Research Session for a Project found through the Services;
• Take any action that may unreasonably encumber the Services' infrastructure;
• Use another person's Respondent account, or misrepresent yourself, your identity, qualifications, characteristics, or other information;
• Circumvent, remove or otherwise interfere with any security-related features of the Services;
• Access, tamper with, or use non-public areas of the Services or its underlying infrastructure;
• Introduce viruses, worms, or other malicious code;
• Reproduce, modify, distribute, create any derivative works from, reverse-engineer, or attempt to gain unauthorized access to or attempt to discover the underlying source code or structure of the Services;
• Use any robot, spider, or automated device to access, retrieve, scrape or index any portion of the Services;
• Resell, assign, sub-license, disclose, distribute, or otherwise transfer or make available the Services in any form to any third party;
• Remove or alter any copyright notices within the Services;
• Maintain or use any false identity, or otherwise fail to apply to a Project and/or participate in a Research Session using your real identity and accurate contact, demographic and other information;
• Submit false, inaccurate, or otherwise invalid information;
• Post or transmit information that is unlawful, harmful, threatening, abusive, harassing, hateful, defamatory, vulgar, obscene, or otherwise objectionable;
• Post or transmit information that infringes a third party's intellectual property rights;
• Post or transmit information that violates any applicable law or regulation;
• Harass, threaten, stalk, embarrass, or invade the privacy of any person;
• Collect personally identifiable information from other users without permission;
• Use the communication systems of the Services for any reason not explicitly authorized by these Terms;
• Engage in unsolicited advertising, marketing, or promotion of products or services;
• Undertake any activity inconsistent with the business or purpose of the Services; or
• Attempt to indirectly undertake any of the foregoing.

If Respondent reasonably determines that you have violated any of the foregoing restrictions or any other provision of these Terms, Respondent may, in its sole discretion and without prior notice or any obligation to refund or compensate you in any way, take any one or more of the following actions: (i) terminate or suspend your account, in whole or in part; (ii) forfeit any Incentives earned, pending, or otherwise payable to you, including without limitation any Incentive that has been requested by you but not yet distributed; (iii) reverse, claw back, or otherwise recoup any Incentives previously paid or distributed to you, including by reversing the issuance of any virtual card or other Incentive instrument to the extent permitted by the applicable issuer; (iv) offset any amount recoverable under clause (iii) against any future Incentives payable to you, in accordance with Section 4.3; and (v) report the violation, and provide associated information about you and your activity, to applicable law enforcement, the affected Researcher, the Internal Revenue Service or other taxing authorities, or any third-party payment provider as Respondent deems appropriate. Respondent's exercise of any of the foregoing rights shall not be your sole remedy and shall not limit any other rights or remedies available to Respondent at law or in equity, including the right to seek damages and injunctive relief. The provisions of this paragraph shall survive any termination of your account or these Terms.

4. Payments and Taxes

4.1 Incentives

Researchers choose to provide an incentive to Participants (each, an "Incentive") to complete Research Sessions in their sole discretion, but you acknowledge and agree that Respondent has no independent obligation to provide any Incentives to you in connection with your participation in a Research Session.

Respondent will facilitate distribution of Incentives to Participants through the Services. In that event, Respondent will distribute the Incentive upon the Researcher's confirmation of your completion of the Research Session and in the form enabled by the Services (e.g., payment via virtual Visa). Incentives are provided through the Services to Participants solely as a convenience, and Respondent is not liable to you for your failure to receive an Incentive, or failure of delivery of an Incentive due to incorrect information provided by you. Respondent may at its discretion take a percentage of Incentive distributed as a processing fee, at an amount not to exceed 5% of the Incentive or US$1.00, whichever is higher. You acknowledge and agree that you may forfeit some or all of any Incentives offered in connection with a Research Session if (i) you violate these Terms (as determined by Respondent in its sole discretion), including without limitation Section 3 (Your Obligations), (ii) you do not satisfactorily complete the Research Session (as determined by the Researcher in its sole discretion), (iii) you delete your account prior to Respondent distributing the Incentive, or (iv) Respondent reasonably determines that your application, screening responses, or participation in the Research Session was inaccurate, misleading, fraudulent, duplicative (including without limitation participation through a second account or under a different identity), automated or generated by artificial intelligence in violation of the Project requirements, or otherwise inconsistent with these Terms or the requirements of the applicable Project. Once Respondent has issued an Incentive to you (including, without limitation, by causing a virtual Visa card, digital gift card, electronic payment, or other Incentive instrument to be delivered to the email address or account associated with your Participant account), Respondent's obligation in respect of that Incentive shall be deemed satisfied in full, regardless of whether you subsequently access, redeem, activate, or otherwise use the Incentive. Issuance shall be deemed to occur at the time the Incentive is delivered to your designated address or made available for redemption within the Services.

After issuance, the terms of redemption, expiration, and use of any Incentive instrument are governed solely by the terms of the third-party issuer of such instrument (for example, the card network and program manager for a virtual Visa card, or the third-party gift-card issuer for a digital gift card). Respondent is not the issuer of any such instrument and has no responsibility for, and disclaims any liability arising from, the terms, expiration, redemption, replacement, or non-use of any Incentive after issuance. Any claim relating to an Incentive after issuance must be directed to the applicable issuer.

You agree to claim and redeem each Incentive promptly and in any event within the time frames specified by the applicable issuer. If you do not redeem an Incentive within the issuer's redemption window, the Incentive may expire and the value may be forfeited. Respondent will use commercially reasonable efforts to provide you with information about redemption timelines and to remind you of unredeemed Incentives, but Respondent has no obligation to extend, replace, or refund any Incentive that has been issued and subsequently expires unredeemed.

If your Participant account becomes inactive, is suspended, or is terminated, Respondent will use commercially reasonable efforts to deliver any Incentives owed to you that were earned and confirmed prior to such inactivity, suspension, or termination, to the extent the underlying funds remain available and you have provided valid delivery information. After a period of six (6) months following the date an Incentive was earned, if Respondent has been unable to deliver such Incentive to you due to inactivity, invalid delivery information, account termination, or any other reason within your control, Respondent's obligation in respect of such Incentive shall be deemed forfeited and Respondent shall have no further obligation to deliver such Incentive to you.

4.2 Cancellation Fees

If a Researcher cancels a Participant after that Participant has been scheduled and does not reschedule such Participant within a reasonable period, Respondent may, but has no obligation to, charge the Researcher a cancellation fee and pay such cancellation fee to the applicable Participant. The amount and timing of any such cancellation fee shall be determined by Respondent in its sole discretion.

4.3 Taxes

You are solely responsible for understanding and evaluating any potential tax liability related to Incentives paid in connection with Research Sessions and for determining any potential income reporting pursuant to the requirements of local, state, federal, or other applicable law. If you are a Participant with U.S. tax obligations, you may be required to provide Respondent with W-9 information, including without limitation your Social Security Number or other taxpayer identification number, where the aggregate value of Incentives received in a calendar year exceeds applicable reporting thresholds. Where Respondent requests such information, you agree to provide it promptly. Failure to provide requested W-9 information may result in withholding from future Incentives at the applicable backup withholding rate or in suspension of your account until the information is provided. Respondent is not responsible in any way for your failure to report taxable income or remit any taxes that may be due to any taxing authority.

Without limiting any of Respondent's other rights under these Terms, Respondent may withhold from any Incentive otherwise payable to you, or recover from you by offset against any future Incentives, any amount that Respondent reasonably determines (i) you owe to Respondent under these Terms or any other agreement, (ii) is recoverable as a clawback under Section 3.4, or (iii) Respondent is required by applicable law to withhold or remit to any taxing authority. Respondent's offset rights under this paragraph are in addition to, and not in lieu of, any other rights or remedies available to Respondent at law or in equity.

4.4 Processing Fees

(a) Processing fee on Incentive distributions. As described in Section 4.1, Respondent may, at its discretion, deduct a processing fee from each Incentive distributed to you through the Services. The processing fee will not exceed five percent (5%) of the Incentive amount or US$1.00, whichever is greater. Where Respondent elects to charge a processing fee in connection with any Project, the gross Incentive amount, the processing fee, and the net amount you will receive will each be disclosed to you within the Services prior to your acceptance of, and participation in, the applicable Project.

(b) Right to vary or waive. Respondent may vary the processing fee from time to time within the limits stated in subsection (a), and may waive the fee in whole or in part for any Project, Participant cohort, or category of Incentive in its sole discretion. Any change to the maximum processing fee specified in subsection (a) and Section 4.1 will be made in accordance with Section 8.2 (Changes to the Terms).

(c) Tax reporting. For purposes of any Internal Revenue Service Form 1099-NEC or other information reporting that Respondent is required to file with the U.S. Internal Revenue Service or any state taxing authority, the gross Incentive amount (before deduction of the processing fee) will be reported as paid to you. You acknowledge that the processing fee is a Respondent service fee charged to you in consideration of Respondent's facilitation of Incentive distribution and is not deductible by you against the reported Incentive amount except as separately permitted under applicable tax law. You should consult your own tax advisor regarding the treatment of processing fees, including whether such fees may be deductible by you as an unreimbursed expense. Respondent does not provide tax advice.

(d) Acknowledgment. By accepting any Project for which a processing fee applies, you expressly acknowledge and agree to the deduction of the processing fee from the Incentive amount as disclosed to you within the Services. Respondent's display of the processing fee within the Services as part of the Project application or acceptance flow shall constitute sufficient notice of the fee for purposes of these Terms.

5. Disclaimers

5.1 Platform Only

Respondent does not assume any responsibility for the accuracy or reliability of any information that Participants or Researchers submit to the Services. Respondent does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Project or Research Session, or any communication between Participants and Researchers. Participants and Researchers are independent third parties over whom Respondent has no control and for whom Respondent takes no responsibility. It is your responsibility to take all necessary precautions in your interactions with Researchers in connection with your use of the Services.

Researchers are not permitted to re-contact any Participant who previously applied for a Project unless all communication is handled through the Services, or to take any action that encourages or solicits any Participant to participate in Research Sessions without use of the Services. We encourage you to report any violations of the foregoing via email to support@respondent.io. You acknowledge and agree that your participation in any Research Session without use of the Services is entirely at your own risk.

5.2 Third Party Sites

Our Services may contain links to third-party sites, tools, and integrations which are independent of Respondent and are governed by their own terms and privacy policies. You acknowledge and agree that Respondent does not control and has no liability for such third-party sites, including their content, security, functionality, operation, or availability. These links are provided "as is" and "as available" without any warranties, representations, or conditions of any kind. In addition, a link to any third-party site does not imply that we endorse or accept any responsibility for the content or use of such site.

5.3 Warranty Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND ALL CONTENT ON OR ACCESSIBLE FROM THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RESPONDENT DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. RESPONDENT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES, NOR DOES RESPONDENT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. YOUR USE OF OR RELIANCE UPON THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. RESPONDENT HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE SERVICES. RESPONDENT EXPLICITLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THE SERVICES, THE PROJECTS, OR RESEARCH SESSIONS OFFERED ON OR THROUGH THE SERVICES AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON OR THROUGH THE SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHERS ON OR THROUGH THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY RESEARCHERS OR THEIR SERVICE PROVIDERS. YOU UNDERSTAND THAT RESPONDENT HAS NO OBLIGATION TO VERIFY THE STATEMENTS OF RESEARCHERS ON THE SERVICES OR TO REVIEW OR VET ANY PROJECTS. RESPONDENT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF OTHERS ON THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHERS ON OR THROUGH THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. RESPONDENT EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY PARTICIPANTS, RESEARCHERS, OR THIRD PARTIES.

6. Indemnification; Liability

6.1 Indemnification

You agree to indemnify and otherwise hold harmless Respondent, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities and all costs and expenses of defense, including without limitation fees for attorneys and other professional advisors, resulting directly or indirectly from a claim or proceeding by a third party arising out of, relating to, resulting from, or otherwise in connection with (i) your access to or use of the Services, (ii) the content you submit using the Services, (iii) your breach of these Terms or any representation, warranty, or agreement referenced in these Terms, (iv) your violation of applicable law or regulation, (v) your negligence or willful misconduct, (vi) your violation of the rights of any third party, including intellectual property right, right of publicity, confidentiality, property, or privacy, and/or (vii) any dispute or other issue stemming from your interaction with any third party in relation to the Services, including a Researcher.

Respondent reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations) and you agree to cooperate with our defense of that claim. If the defense or settlement is assumed by you, Respondent may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim that you are defending on behalf of Respondent without Respondent's prior written consent.

This provision does not require you to indemnify Respondent for any unconscionable commercial practice by such party, or for such party's gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services.

You agree that the provisions in this section will survive any termination of your account, these Terms, or your participation in the Services.

6.2 Limitation of Liability

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL RESPONDENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR YOUR USE OF THE SERVICES, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RESPONDENT'S AGGREGATE LIABILITY TO YOU UNDER THESE TERMS EXCEED THE GREATER OF (I) $50.00 USD OR (II) THE INCENTIVES PAID OR PAYABLE TO YOU IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6.3 Release from Liability

To the fullest extent permitted by law, you agree to release Respondent, its officers, directors, employees, and agents from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with: (i) disputes between or among Participants and/or Researchers; (ii) third-party sites and services, including without limitation content found on such sites and services; and (iii) the unauthorized access to, or unauthorized use or alteration of, any communications or information stored under or relating to your account.

Without limiting the foregoing, to the extent applicable, you hereby waive California Civil Code § 1542 and any similar statute or principle of common law. California Civil Code § 1542 provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

7. Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. YOU HAVE THE RIGHT TO OPT OUT OF THESE PROVISIONS AS DESCRIBED IN §7.6 BELOW.

If you have a dispute with Respondent or if Respondent has a dispute with you and such dispute cannot be resolved informally, such dispute will be resolved on an individual basis in accordance with the provisions set forth below.

7.1 Initial Dispute Resolution

The parties shall use their best efforts to engage in informal dispute resolution to settle any dispute, claim, question, or disagreement and engage in good faith negotiations, which shall be a condition to either party initiating arbitration or any lawsuit. Failure to engage in this process in good faith may result in the award of fees and costs against the failing party in subsequent arbitration. To adequately engage in this initial dispute resolution process, each party must notify the other party, in writing, of the facts of the dispute and all damages claimed (a "Notice of Dispute"). A Notice of Dispute to Respondent must be sent to: Respondent, Inc., PO Box 4668 #57891, New York, NY 10163, with a copy by electronic mail to legal@respondent.io. A Notice of Dispute to a Participant will be sent to the email address or postal address most recently provided by the Participant. The party receiving the Notice of Dispute has forty-five (45) days from receipt to respond. The other party then has fifteen (15) days to reply to the response. The amount of any settlement offer made by any party shall not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

7.2 Binding Arbitration

If the parties do not reach an agreed-upon resolution within sixty (60) days from the time informal dispute resolution begins under §7.1, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth in this Section 7. This agreement to arbitrate is a contract governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and evidences a transaction involving commerce.

Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider that offers arbitration as set forth in this Section. If AAA is not available to arbitrate, the parties shall agree to select an alternative provider. The AAA Consumer Arbitration Rules ("Arbitration Rules") shall govern all aspects of the arbitration, except to the extent such rules are in conflict with these Terms. The Arbitration Rules are available at www.adr.org or by calling AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) shall be resolved through binding non-appearance-based arbitration. For claims where the amount in controversy is $10,000 or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in New York, New York, unless the parties agree otherwise.

Except as explicitly set forth in this Section 7, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator shall also be empowered to impose sanctions in accordance with applicable Arbitration Rules and the standard set forth in Federal Rule of Civil Procedure 11 for any claims, defenses, or motions the arbitrator determines to be frivolous or improper. The arbitrator may consolidate claims raised between the same parties to a single arbitration proceeding. The arbitrator's award shall be written and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

Each party shall bear its own attorneys' fees and disbursements arising out of the arbitration unless an arbitrator awards otherwise pursuant to applicable law or these Terms. The parties shall pay an equal share of the fees and costs of the arbitration provider, except that to the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require Respondent to pay the additional cost. The parties agree that the arbitration provider has discretion to modify the amount or timing of any administrative or arbitration fees due under its rules where it deems appropriate, provided that such modification does not increase costs to the Participant beyond the cost of filing a lawsuit, and the parties waive any objection to such fee modification. A good-faith challenge by either party to the fees imposed by the arbitration provider does not constitute a default, waiver, or breach of this Section 7 while such challenge remains pending.

7.3 Additional Rules for Non-Appearance-Based Arbitration

Non-appearance-based arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

7.4 Time Limits

If either you or we pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the applicable Arbitration Rules for the pertinent claim.

7.5 Class Action Waiver

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 7 MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE PLATFORM USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER PLATFORM USER. YOU AND RESPONDENT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

Notwithstanding any other provision of these Terms, disputes regarding the interpretation, applicability, or enforceability of this Class Action Waiver may be resolved only by a court and not by an arbitrator. If there is a final judicial determination that applicable law precludes enforcement of this paragraph's limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

7.6 30-Day Right to Opt Out

You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth in this Section 7 by sending written notice of your decision to opt out to legal@respondent.io or to Respondent, Inc., Attn: Legal Department, PO Box 4668 #57891, New York, NY 10163. The notice must be sent within thirty (30) days of the effective date of these Terms or of your first use of the Services, whichever is later. If your notice is received within this period, you will not be bound by the arbitration and class action waiver provisions of this Section 7, and Respondent will also not be bound by them with respect to you. If your notice is not received within this period, you will be bound by the arbitration and class action waiver provisions of this Section 7. Opting out of the arbitration provisions of this Section 7 will not affect any other provision of these Terms.

7.7 Changes to this Section

Respondent will provide thirty (30) days' notice of any changes affecting the substance of this Section 7. Notice may be provided by email to the address on file with your account or by posting on the Services. Changes will become effective on the thirtieth (30th) day. If you continue to use the Services after the 30th day, you agree that any unfiled claims of which Respondent does not have actual notice are subject to the revised Section 7. Notwithstanding the foregoing, no change to this Section 7 shall apply retroactively to any claim of which Respondent has received written notice prior to the effective date of the change.

7.8 Confidentiality

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. You agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Section 7, to enforce an arbitration award, or to seek injunctive or equitable relief.

7.9 Severability

If any part or parts of this Section 7 are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of these Terms shall continue in full force and effect.

7.10 Right to Waive

Any or all of the rights and limitations set forth in this Section 7 may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Section 7.

7.11 Survival

This Section 7 will survive the termination of your relationship with Respondent.

7.12 Small Claims Court

Notwithstanding the foregoing, either you or Respondent may bring an individual action in small claims court.

7.13 Emergency Equitable Relief

Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Section 7.

7.14 Claims Not Subject to Arbitration

Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of either party's patent, copyright, trademark or trade secret rights shall not be subject to this Section 7.

8. Other Terms and Conditions

8.1 Suspension or Termination

You acknowledge that we may, in our sole and absolute discretion, at any time and for any or no reason, suspend, limit, block, or terminate your account (in whole or in part) or these Terms and the rights afforded to you hereunder, with or without prior notice. Upon termination of your account, your right to use the Services will immediately cease, subject to Respondent's obligations with respect to Incentives earned and confirmed prior to termination as set forth in Section 4.1. Furthermore, if you fail to comply with any provision of these Terms, then these Terms and any rights afforded to you hereunder will terminate automatically, without any notice or other action by us. You agree that we are not liable to you or any third party for any termination of your access to our Services.

Termination of your account, whether by you or by Respondent, for any reason or no reason, shall not entitle you to any refund, credit, payment, or other compensation, and Respondent shall have no liability whatsoever in connection with such termination, including without limitation for any Incentives that have not yet been earned, confirmed, or distributed at the time of termination, for any loss of access to data or content, or for any consequential, indirect, or incidental loss arising from such termination. Without limiting the generality of the foregoing, Respondent is under no obligation to compensate you for any time, effort, or out-of-pocket expense incurred by you in applying to, screening for, scheduling, or partially completing any Project for which you do not receive a confirmed Incentive.

8.2 Changes to the Terms

Except for Section 7 (which is governed by Section 7.7), Respondent reserves the right, at its reasonable and sole discretion, to modify or replace these Terms at any time. You are responsible for reviewing and becoming familiar with any such modifications. Changes will be effective immediately unless otherwise provided. If we determine a revision to the Terms, in our sole discretion, is material, we will notify you as required by law. Use of or access to the Services by you after any modification to the Terms constitutes your acceptance of the Terms as modified. If you do not accept the changes, you must discontinue using and accessing the Services.

8.3 California Residents

If you are a California resident, in accordance with California Civil Code § 1789.3, you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. Hearing-impaired persons can reach the Complaint Assistance Unit at 1-800-735-2929 (TTY).

8.4 Non-U.S. Participants

If you choose to access our Services from locations outside the United States, you are responsible for compliance with applicable local laws. By using our Services, you consent to any information you provide, including without limitation your Login Credentials and any personal information that you submit to the Services, being transferred to and processed in the United States in accordance with our Privacy Policy.

8.5 Minors

Our Services may only be used by individuals who are 18 years of age or older and who can form legally binding contracts under applicable law. The Services are not directed to and may not be used by individuals under the age of 18. If you are a parent or guardian and you discover that your child has created an unauthorized account on our Services, please email us at support@respondent.io and we will take appropriate steps to deactivate the account.

9. Miscellaneous

9.1 Entire Agreement

These Terms contain the complete and exclusive statement of the mutual understanding of the parties and supersede all prior written and oral agreements, communications and other understandings relating to the subject matter of these Terms, other than any click-through or end user license agreement provided by us.

9.2 Waiver, Severability, Assignment

The failure of Respondent to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, such provision will be modified and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect. You may not assign or delegate any rights or obligations under these Terms in whole or in part, and any such attempted assignment or delegation shall be void and without effect. Respondent may freely assign or delegate all rights and obligations under these Terms, in whole or in part.

9.3 Relationship of the Parties

No partnership, joint venture, or employment relationship is intended or created by these Terms, either with us or any other party, including any Researcher. Nothing in these Terms will constitute either party as the agent of the other party for any purpose or entitle either party to commit or bind the other party in any manner.

9.4 Notice

All notices provided by Respondent to you under these Terms may be delivered by an internationally recognized overnight courier or U.S. mail to the mailing address provided by you, or by electronic mail to the email address provided by you. It is your responsibility to keep your contact information up to date. You must give notice to Respondent in writing by an internationally recognized overnight courier or U.S. mail to Respondent, Inc., PO Box 4668 #57891, New York, NY 10163, Attn: Legal Department, with a CC by electronic mail to info@respondent.io. All notices shall be deemed delivered immediately upon receipt by electronic mail or, if otherwise delivered, upon the earlier of receipt or 2 business days after being deposited in the mail or with a courier.

9.5 Governing Law

For any dispute not subject to arbitration or under the jurisdiction of a small claims court, you and Respondent agree to submit to the personal and exclusive jurisdiction of any venue in the state and federal courts in New York, New York. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. The Terms and the relationship between you and Respondent shall be governed by the laws of the State of New York without regard to conflict of law provisions.

Notwithstanding the foregoing, you or we are permitted to: (i) bring small claims actions in state court in the county in which you reside if such court has a small claims procedure; (ii) bring claims for injunctive relief in any court having jurisdiction over the parties; or (iii) seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.

9.6 Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

9.7 Survival

All provisions which by their nature and intent are reasonably required to survive termination or expiration based on these Terms (including without limitation confidentiality obligations, feedback license, warranty disclaimers, indemnification obligations, limitations of liability, arbitration and class action waiver, Section 8 (Other Terms and Conditions), and Section 9 (Miscellaneous)) shall survive any expiration or termination of these Terms.

10. Contact Us

If you have any questions, comments, or requests related to these Terms, please email us at support@respondent.io.