This page contains the terms and conditions applicable to individuals, companies and entities that are registered for or intend to register for a researcher account at Respondent. Please visit Participant terms and conditions for the terms that apply to participants.

Researcher Terms and Conditions

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 are governed by these Researcher 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.

These Terms and Conditions, together with each applicable Order Form by and between you (“Customer” or “Researcher”) and Respondent and any other documents incorporated by reference herein or in any Order Form, are collectively referred to as the “Agreement.” Your use of the Services constitutes acceptance of the Agreement. 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. If you are accepting this Agreement on behalf of a company or other legal entity, then you represent and warrant that you are authorized and lawfully able to bind that company or entity to this Agreement.

1. SERVICES AND SUPPORT‍

1.1 Right to Use the Services. Subject to the terms of the Agreement, Respondent grants to Customer and its Authorized Users (as defined below) a limited, non-exclusive, non-transferable right to access and use the Services solely for Customer’s internal business purposes and not for resale or further distribution. “Services” means the web-based platform and related offerings provided by Respondent and more fully set forth in an Order Form. An “Order Form” means (i) the selections made by Customer by means of the online purchasing process within the Services or (ii) an ordering document for the Services executed by both parties and incorporating this Agreement by reference.‍

1.2 Services Generally. Customer may use the Services to post opportunities (“Projects”) to participate in user research and to source individuals (“Participants”) to apply to Projects. Respondent does not guarantee fulfillment of any Project posted to the Services. Respondent reserves the right to reject or remove any Project from the Services at any time if, in Respondent’s reasonable belief, such Project (i) violates the terms of the Agreement, (ii) risks harm or would be manifestly unfair to Respondent or Participants, or (iii) cannot be fulfilled based on its criteria; in all of the foregoing circumstances, Respondent will work in good faith with Customer to determine a resolution. Customer may not move any Participant to its own Participant Database (to the extent applicable) without Respondent’s prior written consent. Customer acknowledges and agrees that Customer will be required to provide certain Customer Data (as defined below) to the Services to enable their operation, that the Services are designed to act on direction given to it by Customer, and that Customer is solely responsible for such direction and the results thereof.

1.3 Integration with Third-Party Platforms. Customer may elect to use optional features within the Services that involve integrations with a platform, add-on, service or product provided by a third party (each, a “Third-Party Platform”). These Third-Party Platforms are governed by their own terms and privacy policies and may enable data exchange between the Services and the applicable Third-Party Platform. Customer understands and agrees that Respondent does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, interoperability or how the Third-Party Platforms use data received from the Services.

1.4 Suspension. Respondent may, upon prior written notice to Customer, suspend Customer’s access to some or all of the Services or remove Customer Data if (i) Customer materially breaches this Agreement, including without limitation Section 2 (Researcher Responsibilities and Restrictions), and does not cure such breach within 30 days following written notice from Respondent, (ii) Customer’s account is 30 days or more overdue, or (iii) Customer has not used the Service to publish a Project within the last 2 years. Respondent may suspend Customer’s access to some or all of the Services or remove Customer Data if, in Respondent’s reasonable belief, Customer’s actions risk harm to Participants, Respondent, or the security, availability or integrity of the Services, and will use reasonable efforts to provide Customer with prior written notice of any such suspension. Respondent will promptly restore Customer’s access to the Services once the condition requiring suspension has been resolved.

2. RESEARCHER RESPONSIBILITIES AND RESTRICTIONS

2.1 Access. The Services may be accessed only by employees or representatives of Customer who are authorized to use the Services by way of designated login credentials (“Authorized Users”). Customer is solely responsible for: (i) issuing and managing Authorized Users’ login credentials; (ii) verifying the identity of, and validating use of login credentials by, each Authorized User; (iii) ensuring that its access to the Services is limited to Authorized Users; and (iv) ensuring that its Authorized Users comply with this Agreement, including without limitation the restrictions set forth in this Section 2. Without prejudice to Respondent’s obligations under Section 4 (Confidentiality) or Section 5 (Data Security and Privacy), Customer assumes all responsibility and liability for the use of its account and for maintaining the confidentiality, privacy and security of its account and login credentials. Customer will promptly inform Respondent of any known or suspected unauthorized use of its account or any other breach of security.

2.2 Consent. Customer is responsible for obtaining and securing from each Participant (i) any non-disclosure or similar agreements that Customer may require for its Projects and (ii) any informed consent that may be required for participating in or sharing information in connection with its Projects. Without limiting the foregoing, Customer agrees to obtain any legally required consent from Participants to the extent Customer uses the Services to collect, or submits to the Services, any information defined as “sensitive” under applicable law or that otherwise requires enhanced consent under applicable law (e.g., information related to racial or ethnic origin, political opinions, religious or philosophical beliefs, health, sex life or sexual orientation, criminal background, trade union membership).

2.3 Use 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 Respondent previously banned you from accessing any of the Services;
• Offer incentive payment outside of the Services to Participants who complete a Project found through the Services;
• Take any action that may unreasonably encumber the Services’ infrastructure, including actions that damage, disable, overburden, impair or interfere with any other party’s use of the Services;
• Use another person’s Respondent account, 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, Respondent’s computer systems and infrastructure, or the technical delivery systems of Respondent’s providers;
• Introduce viruses, worms, time bombs, Trojan horses, malicious code, or other malware to the Services;
• 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, site search/retrieval application or other automated device, process or means 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, in whole or in part, to any third party;
• Remove or alter any copyright notices within the Services;
• Maintain or use any false identity, or otherwise fail to publish to a Project using your real identity and accurate contact information;
• Submit any personal information or other information which we determine in our sole discretion to have been false, inaccurate or otherwise invalid;
• Post, upload, transmit or otherwise disseminate through the Services information that is unlawful, harmful, threatening, abusive, harassing, hateful, disparaging, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by Respondent in its sole discretion;
• Post, upload, transmit or otherwise disseminate through the Services information that infringes a third party’s copyright, trademark, trade secret or other intellectual property rights;
• Post, upload, authorize or facilitate any attempt by another person to infringe on the Services’ intellectual property or other rights including any copyright, trademark, patent, or any other rights;
• Post, upload, transmit or otherwise disseminate through the Services information that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
• Harass, threaten, stalk, intentionally embarrass, invade the privacy of, or cause distress to any person, including without limitation posting personally identifying or otherwise private information about a person without their consent;
• Collect, harvest, or publish any personally identifiable information, including, but not limited to, name or other account information, from other users of the Services without their express permission;
• Use the Service to collect the following categories of information about Participants: 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); online login credentials; biometric identifiers; or health information subject to enhanced protection under applicable law (e.g., HIPAA);
• Use the Services for the purposes of monitoring the Services’ available, performance, or functionality, or for any benchmarking or competitive purposes;
• Use the communication systems provided by the Services for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;
• Engage in unsolicited advertising, marketing, sales or promotion of products or services, including but not limited to publishing Projects that primarily require the Participant to perform actions not associated with user research (e.g., writing a product review, providing a public rating for a product, solely downloading a product, or participating in a sales meeting)
• Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Services; or
• Attempt to indirectly undertake any of the foregoing.

2.4 Disintermediation. Customer agrees that it will not (i) re-contact any Participant who previously applied to a Project unless all communication is handled through the Services, or (ii) take any action that encourages or solicits any Participant to participate in Projects without use of the Services.

2.5 Excessive Use of Resources or Recruitment Abuse. Customer may not request an unreasonably excessive number of Participants, as compared to the number of Participants they intend to recruit and pay, in a Project. Respondent reserves the right to monitor and use patterns of usage to detect excessive use or recruitment abuse, and to apply limits, additional fees, or with appropriate notice, suspend a Customer at its sole discretion. Recruitment abuse or activities that lead to excessive use includes, without limitation, repeatedly publishing Projects that, after requesting and receiving qualified Participants from the Services, do not make use of and pay said Participants.

3. PROPRIETARY RIGHTS

3.1 Services. 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 Customer any rights in or to the Services, other than the right to use the Services as expressly stated in this Agreement.

3.2 Customer Data. Customer owns and retains all right, title and interest in and to the data, documents, content, and other materials input by Customer into the Services, other than Screener Information (“Customer Data”). Customer hereby grants to Respondent a limited, royalty-free, non-exclusive right and license to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, and otherwise use Customer Data as necessary for performance of Respondent’s obligations and exercise of Respondent’s rights under this Agreement or as may be required by applicable law. Customer is solely responsible for the accuracy, completeness, validity, authorization for use (including transmission) and integrity of all Customer Data, regardless of form or format. Customer represents and warrants that it has obtained all rights, permissions, and authorizations to provide the Customer Data to Respondent for use as contemplated under this Agreement.

3.3 Participant Data. As between Respondent and Customer, Respondent owns and retains all right, title and interest in and to Participant Data. Respondent hereby grants to Customer the right to use Participant Data solely as enabled by the Services for Customer’s Projects. Without limiting the foregoing, Customer shall not (i) add any Participant Data to any Customer contact list or contact database, (ii) sell or provide any Participant Data to any third party, or (iii) publicly disseminate or otherwise put into the public domain any Participant Data.

3.4 Screener Information. Respondent owns and retains all right, title and interest in and to (i) all screener questions directed to Participants and (ii) all responses from Participants to screener questions (collectively, “Screener Information”). Respondent hereby grants to Customer a worldwide, royalty-free, non-exclusive, perpetual license to use, copy and distribute Screener Information generated through Customer’s use of the Services for legitimate purposes, subject to applicable law.

3.5 Aggregated Data. Respondent may aggregate and use data derived from Customer’s use of the Services to operate, improve, analyze and support the Services, for distribution in general benchmarking data and industry reports, and for other lawful business purposes, provided that the data (i) is combined with similar data from Respondent’s other customers, (ii) does not directly or indirectly identify Customer, its Authorized Users, or any identifiable individual, and (iii) does not include any Customer Confidential Information (“Aggregated Data”). Respondent will implement technical safeguards and business processes that prohibit reidentification of the Aggregated Data and prevent inadvertent release of the Aggregated Data.

4. CONFIDENTIALITY

4.1 Confidential Information. Pursuant to this Agreement, each party (“Receiving Party”) may, from time to time, learn, receive, hold, or have access to (in written, oral or electronic form) Confidential Information from the other party (“Disclosing Party”). “Confidential Information” means any information, technical data, or know-how, whether or not a statutory “trade secret” of the Disclosing Party, including, but not limited to, that which relates to research, product plans, Intellectual Property, products, services, customers, employees, documents, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, or finances of the Disclosing Party. Confidential Information shall include, without limitation, the terms and conditions of this Agreement and all Customer Data. The foregoing notwithstanding, Confidential Information shall not include any information which: (i) is already known by means not subject to a confidentiality obligation of the Receiving Party at the time disclosed by the Disclosing Party; (ii) is or becomes available through public sources apart from any unauthorized disclosure by the Receiving Party; (iii) is obtained by the Receiving Party from a third party who has the right to disclose the same, or (iv) is independently derived by Receiving Party without recourse to any of the Disclosing Party’s Confidential Information.

4.2 Obligations. During the Term and at all times thereafter, the Receiving Party shall protect any Confidential Information received from the Disclosing Party: (i) by limiting use and disclosure of the same to its employees, authorized agents and/or independent contractors to the extent necessary for them to perform the Receiving Party’s obligations in this Agreement; and (ii) by exercising reasonable care to prevent unauthorized use or disclosure, which shall in no event be less than the same degree of care it uses to protect its own information of like importance from unauthorized use or disclosure.

4.3 Legal Process. Notwithstanding the foregoing, either party may disclose Confidential Information received hereunder: (i) pursuant to a mandatory discovery request, disclosure requirement, subpoena, court order or other order of a court, tribunal or government agency received by a party, in each case, only after the party receiving same has given prompt written notice thereof to the Disclosing Party; or (ii) to the Receiving Party’s own legal counsel or independent accountant who have a need to know such Confidential Information. In each of (i) and (ii) above, the Receiving Party shall (a) consult with the Disclosing Party prior to the disclosure of any Confidential Information, and (b) cooperate in good faith with the Disclosing Party, at the Disclosing Party’s expense, with any reasonable effort to resist the production of Confidential Information, including obtaining a protective order or defending a motion to compel the production of Disclosing Party’s Confidential Information.

5. DATA SECURITY AND PRIVACY

5.1 Data Security. Respondent will maintain appropriate administrative, technical and organizational security measures designed to safeguard the Services and Customer Data, in accordance with industry standards. Respondent may update its security measures from time to time to reflect process improvements or changing practices, provided that such modifications do not materially decrease the overall security of the Services or Customer Data. Respondent will promptly notify Customer of any compromise of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data. The parties will reasonably assist each other in investigating any such compromise of security and will take such actions as the parties reasonably deem necessary to prevent the continuation or recurrence thereof.

5.2 Data Processing. Each party will process Personal Data in accordance with their respective obligations under applicable privacy and data protection laws. “Personal Data” means any information relating to an identified or identifiable natural person.

5.3 Privacy Policy. Respondent’s Privacy Policy at https://www.respondent.io/privacy-policy describes Respondent’s collection, use and disclosure of Personal Data in connection with the Services. Authorized Users and Participants are required to agree to Respondent’s Privacy Policy when creating an account within the Services.

6. TERM AND TERMINATION

6.1 Term and Renewal. This Agreement will remain in effect through the initial Subscription Period specified in the Order Form and will renew or terminate as specified in the Order Form, unless otherwise terminated in accordance with this Agreement. If the Order Form does not specify, the initial Subscription Period will be one year and will automatically renew for successive one-year periods under the terms of the then-current Order Form unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

6.2 Termination for Cause. In addition to any other remedies it may have, either party may terminate this Agreement if the other party: (i) materially breaches any provision of this Agreement and fails to remedy the breach within 30 days after receipt of a written notice specifying the breach; (ii) repeatedly materially breaches any provision of this Agreement, regardless of whether such breaches are cured; or (iii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event Customer terminates this Agreement due to Respondent material breach of the Agreement, Respondent shall refund to Customer any prepaid, unused Fees for the terminated portion of the applicable Subscription Period. 

6.3 Data Export. Following termination of this Agreement, Respondent will retain Customer Data for 30 days from such date of termination (“Data Retention Period”), beyond which Respondent will have no obligation to retain Customer Data. Thereafter, unless prohibited by law or this Agreement, Respondent reserves the right to destroy all Customer Data in Respondent’s possession. Customer agrees that Customer is solely responsible for exporting Customer Data prior to the end of the Data Retention Period and, if requested, Respondent will provide reasonable assistance with exporting Customer Data during the Data Retention Period.

6.4 Effect of Termination and Survival. Termination of this Agreement will not limit either party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement. Without limiting the foregoing, Customer will pay in full for the Services up to and including the last day on which the Services are provided. All provisions which by their nature and intent are reasonably required to survive termination or expiration based on the terms of this Agreement (including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification obligations, and limitations of liability) shall survive expiration or termination of this Agreement.

7. FEES AND PAYMENT

7.1 Fees. Customer will pay Respondent the applicable fees for the Services in accordance with the Order Form (“Fees”). If Customer’s use of the Services exceeds the limitations specified in the Order Form or otherwise requires the payment of additional fees, Respondent will bill Customer for such usage and Customer will pay the additional fees in the manner provided herein. Respondent reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Subscription Period or then-current renewal period, upon thirty (30) days’ prior notice to Customer (which may be sent by email).

7.2 Participant Incentive Payments. Customer must provide an incentive payment to Participants for completing user research as part of a Project. Customer is solely liable for incentive payments offered to Participants, including for Customer mistakes arising for any reason, excluding negligence or willful misconduct by Respondent. Respondent will distribute incentive payments to Participants on Customer’s behalf (to the extent Participants reside in a country in which Respondent supports such incentive payments), Customer agrees that: (i) upon the Participant’s completion of their part in a Project, Customer will promptly (and in any event within 10 business days) confirm such Participant’s completion within the Services; (ii) Respondent will compensate the Participant in the amount of the incentive payment in the form enabled by the Services (e.g., Paypal); and (iii) Customer will pay to Respondent, in accordance with Section 7.4, the amount of the incentive payment plus the applicable processing fees as set forth in the Order Form. If Customer has not confirmed a Participant’s completion within 10 business days, the incentive payment may, in Respondent’s sole discretion, be distributed to such Participant by Respondent and billed to Customer.

7.3 Cancellation Fee. If Customer cancels or does not show up for a Project with a Participant after that Participant has been scheduled and does not reschedule such Participant within a reasonable period, Respondent reserves the right to charge Customer a cancellation fee equal to the incentive payment amount offered for the relevant Project, which Respondent will distribute to such Participant.

7.4 Payment. Respondent may use a third-party payment service provider to bill Customer through an online account, in which case the processing of payments will be subject to the terms and privacy policies of such third-party payment service provider in addition to this Agreement. By submitting payment account information, Customer acknowledges and agrees that Respondent does not control and has no liability for the security, functionality, operation or availability of such third-party payment service provider. If the parties agree that Respondent will bill Customer through an invoice, Customer will pay all invoices within 30 days of the invoice date. If any undisputed Fees remain unpaid more than 30 days after the due date, in addition to Respondent’s right to other remedies available under law, Respondent may (i) charge an interest for late payment equal to the lesser of 1.5% per month on any outstanding balance or the maximum amount permitted by law, and/or (ii) suspend Customer’s access to the Services in accordance with Section 1.5 (Suspension), and/or (iii) terminate this Agreement in accordance with Section 6.2 (Termination for Cause). If Customer believes that Respondent has billed Customer incorrectly, Customer must provide written notice to Respondent specifying the alleged issue no later than 30 days after the issue date of the invoice in which the error appeared in order to receive an adjustment or credit.

7.5 Refunds. Prepaid Fees are not refundable except as expressly set forth in this Agreement.

7.6 Taxes. Except for taxes imposed on Respondent’s net income, Customer is responsible for paying any taxes, levies, duties, fees or other amounts assessed or imposed by any government authority, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively, “Taxes”), and Respondent will invoice Customer for such Taxes if Respondent believes Respondent has a legal obligation to do so. Customer agrees to pay such Taxes if so invoiced, except to the extent Customer provides evidence of exemption from any such Taxes. Customer is solely responsible for evaluating, reporting, and remitting any taxes that may be due to any taxing authority in connection with incentive payments it distributes to Participants directly.

8. WARRANTIES AND DISCLAIMERS

8.1 Warranties. Each party represents and warrants that: (i) it has the full power and authority to execute and fully perform this Agreement in accordance with its terms; and (ii) its execution and performance of its obligations under this Agreement will not violate any agreement to which it is a party. Respondent further represents and warrants that, during the term of this Agreement: (a) the Services will be provided in a professional manner and in material compliance with applicable laws; (b) Respondent will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services; (c) Respondent will use reasonable measures consistent with prevailing industry standards to ensure that the Services do not contain any viruses, worms, time bombs, Trojan horses, malicious code, or other malware (“Viruses”); and (d) Respondent will not materially reduce the features or functionality of the Services during the term of this Agreement.

8.2 Platform Only. Although Respondent reserves the right to review or remove any Customer Data or other information that appears in the Services, Respondent does not assume any responsibility for the accuracy or reliability of Customer Data, Participant Data, or any information exchanged between Customer and any Participant. Respondent does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Project, or any communication between Customer and any Participant. Participants are independent third parties over whom Respondent has no control and for whom Respondent takes no responsibility.

8.3 Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 8, 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 AND 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, 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. NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM RESPONDENT OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

9. INDEMNIFICATION

Respondent will indemnify, defend and hold harmless Customer and its Affiliates (including its and their respective directors, officers, employees and agents) from and against any and all third party claims, demands, losses, costs, expenses, damages and liabilities (including reasonable attorneys’ fees) (“Claims”) arising from or relating to: (a) any infringement or alleged infringement by the Service of any third-party intellectual property right. Customer will indemnify, defend and hold harmless Respondent and its Affiliates (including its and their respective directors, officers, employees and agents) from and against any Claims alleging that the Customer Data, in the form provided by the Customer and when used by Respondent to provide the Service to the Customer as permitted hereunder, infringes any third-party intellectual property right. In addition, each of Respondent and Customer agrees to indemnify, defend, and hold harmless the other party and its Affiliates (including its and their respective directors, officers, employees and agents) from and against any and all third party Claims which arise out of or relate to an alleged breach of this Agreement. The indemnified party will give the indemnifying party prompt written notice of any Claim and will cooperate in relation to the Claim at the indemnifying party’s expense. The indemnifying party will have the exclusive right to control and settle any Claim, except that the indemnifying party may not settle a Claim without the indemnified party’s prior written consent (not to be unreasonably withheld) if the settlement requires the indemnified party to admit any liability or take any action or refrain from taking any action (other than ceasing use of infringing materials). The indemnified party may participate in the defense of any Claim at its expense.

10. MANDATORY ARBITRATION

Respondent and Customer agree that from time to time, there may be conflicts, disputes and/or disagreements between them, arising out of or relating to the Services or this Agreement (hereinafter collectively referred to as “Disputes”). Therefore, Respondent and Customer agree that all Disputes shall be resolved by binding arbitration. Any arbitration proceeding shall proceed in accordance with the Commercial Arbitration Rules of the AAA.  Any arbitration hearings shall take place in New York, New York; provided, however, that non-appearance-based arbitration shall be used if the amount in controversy is less than $10,000. The prevailing party in any arbitration relating to any Dispute shall be entitled to recover from the other party those reasonable attorney fees, costs and expenses incurred by the prevailing party in connection with the Dispute.

11. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR (A) BODILY INJURY OF A PERSON, (B) LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (C) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (I) NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (II) NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE FEES PAID TO RESPONDENT UNDER THIS AGREEMENT. 

11. MISCELLANEOUS

11.1 Publicity. Respondent may use Customer’s name and logo to identify Customer as a client of Respondent on Respondent’s website and other marketing materials, provided that Respondent will comply with any brand guidelines provided by Customer and will cease such use promptly upon Customer’s request.

11.2 Assignment. This Agreement is not assignable, transferable or sublicensable by either party except with the other party’s prior written consent. Either party may assign this Agreement without the consent of the other party in connection with the sale, merger or other corporate combination involving all or substantially all of the assigning party’s assets to a third party. This Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. 

11.3 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all prior written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. 

11.4 Order of Precedence. If there is an express conflict between the provisions of these Terms and Conditions and another agreement between the parties, the conflict will be resolved according to the following order of precedence: (i) any agreement between the parties concerning privacy, security or confidentiality matters (so long as that agreement references that it is not to be superseded by these Terms and Conditions); (ii) a Master Services Agreement; (iii) an Order Form; and (iv) these Terms and Conditions.

11.5 Severability. If any provision of this Agreement 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 this Agreement will remain in effect.

11.6 Amendments. Any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Respondent. Nonetheless, with notice to Customer, Respondent may modify any policies referenced herein to reflect new features or changing practices, provided that such modifications will not materially decrease Respondent’s obligations under this Agreement. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Respondent; any of these Customer documents are for administrative purposes only and have no legal effect.

11.7 Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. The waiver by either party of a breach or a default of any provision of this Agreement by the other party will not be construed as a waiver of any succeeding breach of the same or any other provision, nor will any delay or omission on the part of either party to exercise any right herein operate as a waiver of that right by such party.

11.8 Subcontractors. Respondent may use subcontractors and permit them to exercise Respondent’s rights, provided that Respondent will at all times remain responsible for the performance of such subcontractors.

11.9 Notices. All notices provided by Respondent to Customer under this Agreement may be delivered in writing to the mailing address provided by Customer or by electronic mail to the email address provided by Customer. It is Customer’s responsibility to keep its contact information up to date. Customer 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.

11.10 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster (each a “Force Majeure Event”). Upon prompt written notice to the other party of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.