Emporia Respondent Terms

Effective Date: 2/20/23

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These Respondent Terms form a part of our Terms of Service and apply to all users that are actual or potential Respondents in connection with their use of the Service. Capitalized terms used but not defined in these Respondent Terms will have the meanings given to them in our Terms of Service.

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IMPORTANT NOTICE: THESE RESPONDENT TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS AS DETAILED IN THE "ARBITRATION AND WAIVER" SECTION BELOW. Please review that Section carefully, as it affects your ability to have your rights determined by a court or in the form of a class action.

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1. Respondent Acknowledgements. To participate in studies through the Service, you acknowledge and agree to these Respondent Terms, including the following:

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a. Emporia is granted the right to associate advertisements with your user profile at our sole discretion;

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b. You will hold in the strictest confidence, and take all reasonable precautions to prevent, any unauthorized use or disclosure of the Confidential Information of any Client, and you will not use any such Confidential Information for any purpose whatsoever other than as necessary and appropriate to participate in a research study for behalf of the Client or disclose the Confidential Information of any Client to any third party without the prior written consent of the Client, except that you may disclose Confidential Information to any third party on a need-to-know basis as necessary and appropriate to participate in a research study for behalf of a Client; provided, however, that such third party is subject to written confidentiality, non-use and non-disclosure obligations at least as protective of Client and the Confidential Information as our Terms of Service.

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c. No ownership of any Confidential Information shall be conveyed to you by virtue of our Terms of Service. You must immediately and securely destroy all Confidential Information held by you upon the earlier of the conclusion of your participation in the appliable research study or the request of Emporia or the Client, and you will confirm such destruction in writing upon request by Emporia or the Client.

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d. In consideration of your engagement by a Client hereunder, for a period of one (1) year following the conclusion of your participation in the appliable research study, you will not, whether as a business owner, employee, consultant or otherwise, utilize non-public information obtained from the Client to engage in any business or activity in direct competition with the Client's business activities. You further acknowledge and agree that monetary damages may be inadequate to rectify any breach of this obligation, and that therefore, in addition to any other remedies that may be available to Emporia and the Client, Emporia and the Client will be entitled to seek injunctive relief against the threatened breach of our Terms of Service or the continuation of any such breach, without the necessity of proving actual damages.

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e. You assume all responsibility and liability for the use of your account on the Service and for maintaining the confidentiality, privacy and security of your account and login credentials. You must promptly inform Emporia of any known or suspected unauthorized use of your account or any other breach of security related to the Service.

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f. You agree to maintain the integrity of the Service by only creating and operating a single account. Any attempt to create multiple accounts or to refer oneself to studies, or any other fraudulent or deceptive activities intended to unjustly benefit from the Service, constitute a breach of these Terms of Service. Emporia, at its sole discretion, reserves the right to suspend, limit, block and/or terminate any account(s) associated with such activities, and may withhold or recover any Incentives or other benefits obtained through such activities. Additionally, you may be held responsible for any damages incurred by Emporia as a result of such activities, including but not limited to, legal and operational costs.

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2. Consent to Communications. By using the Service, you consent to receiving communications in any form from Emporia and Clients in connection with the Service, including but not limited to the following: mail, in-app push notifications, electronic mail, telephone (landline or wireless) and text message (i.e., SMS and/or MMS communications). Furthermore, you hereby consent to receiving calls or text messages from Emporia and Clients in connection with the Service, including those made to wireless telephone numbers that are automatically dialed and/or include pre-recorded messages.

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3. Information About You. You acknowledge and agree that in order to apply to and/or participate in research studies offered through the Service, you will be required to provide certain information to Emporia, including, without limitation, certain personal information (e.g., contact information and demographic information). By using the Service, you agree to the collection, use and disclosure of your personal information in accordance with our Privacy Policy. You acknowledge and agree that when you apply to participate in a research study offered through the Service, Emporia may share your personal information with the applicable Client, and any additional information provided by you in connection with a research study may be shared with Emporia and the applicable Client. If you participate in a research study offered through the Service, you acknowledge and agree that the applicable Client may collect additional information from you, including, without limitation, your personal information. The collection, use and disclosure of information you provide to any Client, as well as any related disputes, are subject to that Client's privacy policy and other applicable terms and are not controlled by Emporia. You represent and warrant that (a) all information you provide to Emporia and/or any Client will be accurate and complete, (b) you have the right to provide such information and have obtained all necessary consents where applicable, (c) the information does not violate the rights of any person or entity, (d) the information does not contain the confidential or proprietary information of any other person or entity, and (e) you have no agreement with or obligation to any third party that would prohibit your use of the Service. You acknowledge and agree that your submission of any personal information to Emporia and/or any Client is entirely voluntary and at your own risk. You hereby grant to Emporia and each applicable Client a perpetual, royalty-free, worldwide right and license to copy, display, make derivative works of and otherwise use such information to provide the Service in accordance with these Terms of Service. You further acknowledge that as a condition of your participation in a Research Session, the applicable Client may require you to agree, among other things, (f) that any and all information expressed or communicated by you in connection with your participation in research studies offered through the Service may be freely used and disclosed by the applicable Client without restriction or compensation to you (other than the incentive, if any, offered in connection with the applicable research study) and (g) to assign to the applicable Client all intellectual property rights in and to such information. (h) By opting to apply for qualitative engagements through the Service, you acknowledge and agree that Emporia may share your LinkedIn profile information and email with users of our product. This sharing enables users to review and assess your candidacy for participation in research studies. Your application to a qualitative engagement serves as your explicit consent to such sharing, facilitating users in determining your fit for the studies and extending an invitation for participation accordingly. You agree to act in a professional manner at all times in connection with your participation in research studies offered through the Service. You agree not to submit Sensitive Information to or through the Service. As used in these Respondent Terms, "Sensitive Information" means health information, biometric information, government-issued identification numbers, financial account information and any other personal information that is subject to enhanced protection under applicable law.

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4. Incentives. Clients may choose to provide an incentive to Respondents (each, an "Incentive") to participate in a research study offered through the Service. You acknowledge and agree that Emporia has no independent obligation to provide any Incentives to you in connection with your participation in any research study offered through the Service. A Client may choose to distribute an Incentive to you directly, or, at the request of a Client, Emporia may facilitate the distribution of Incentives to Respondents through the Service. Distribution of Incentives through the Service by Emporia is provided solely as a convenience to Clients and Respondents, and Emporia will not be liable to you for the failure of a Client to make an Incentive available for distribution by Emporia, your failure to redeem an Incentive, failure of delivery of an Incentive due to incorrect information provided by you, or for any defects in an Incentive. Emporia will use commercially reasonable efforts to distribute Incentives to Respondents within five business days of the Client making the Incentive available to Emporia for distribution. You acknowledge and agree that you may forfeit some or all of any Incentives offered in connection with a research study offered through the Service if (a) you violate these Terms of Service (as determined by Emporia in its sole discretion), (b) you do not satisfactorily complete the Research Session (as determined by the Client in its sole discretion), or (c) you delete your account on the Service prior to receiving or redeeming the Incentive. You are solely responsible for understanding and evaluating any potential tax liability related to any Incentives and for determining any potential income reporting pursuant to the requirements of local, state, federal or other applicable law. If you are a Respondent with U.S. tax obligations, you may be required to provide Emporia and/or the applicable Client with a completed IRS Form W-9. Where Emporia and/or the applicable Client requests such information, you agree to provide it promptly. Emporia 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.

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5. Waiver of Liability.

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a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE EMPORIA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "EMPORIA PARTIES"), FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO YOUR PARTICIPATION IN ANY RESEARCH STUDY. EMPORIA DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON ANY INFORMATION OBTAINED BY YOU FROM THE SERVICE. YOU AGREE, UNDERSTAND, AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS.

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b. If applicable to you, you hereby waive California Civil Code Section 1542, stating, in relevant part: "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."

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6. Limitation of Liability.

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a. IN NO EVENT SHALL ANY EMPORIA PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SERVICE.

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b. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE EMPORIA PARTIES TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM YOUR USE OF THE SERVICE EXCEED, IN THE AGGREGATE, THE GREATER OF (I) $100 and (II) AN AMOUNT EQUAL TO THE INCENTIVES PAID OR PAYABLE TO YOU DURING THE IMMEDIATELY PRECEDING THREE-MONTH PERIOD.

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c. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

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7. Indemnification. You agree to defend, indemnify, and hold Emporia and the other Emporia Parties harmless from and against any and all liabilities, claims, damages, costs, and expenses, including reasonable attorneys' fees, that arise from or relate to any of the following:

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a. Your use or misuse of the Service;

b. Your violation of the Emporia Terms;

c. Your violation of any laws or regulations;

d. Any misrepresentation made by you;

e. Any breach of any representation or warranty you have made to us; or

f. any dispute with any third party in relation to the Service, including a Client.

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We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

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1. Arbitration and Waiver. You and Emporia agree that any controversy or claim arising out of or relating to the Emporia Terms shall be finally settled by arbitration, using the English language, administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator(s) may be entered in any court with jurisdiction (those rules are deemed to be incorporated by reference into this section). Our arbitration will be conducted in Philadelphia, Pennsylvania by a sole arbitrator chosen by Emporia and run in accordance with the rules applicable in the Commonwealth of Pennsylvania. Any arbitration under our Terms of Service will take place on an individual basis: class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms of Service, you and Emporia are each waiving the right to trial by jury or to participate in a class action. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator.

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2. Third-Party Beneficiary. Clients are express and intended third-party beneficiaries of these Terms of Service. To the extent that your breach or threatened breach of these Terms of Service causes any damage or liability to any Client, the Client will have the right to enforce any provision of these Terms of Service. Except as otherwise expressly provided in these Terms of Service, there shall be no-third party beneficiaries to these Terms of Service.

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3. Suspension; Termination. By using the Service, you acknowledge and agree that we may suspend, limit, block and/or terminate your account (in whole or in part) at any time and for any reason or no reason, with or without prior notice. Upon termination of your account, your right to use the Service will immediately cease. If you fail to comply with any provision of these Terms of Service, then these Terms of Service 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 the Service.

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Changes.

Except for Section 5 ("Arbitration and Waiver"), we reserve the right, at our sole discretion and with or without prior notice, to modify or replace these Terms of Service at any time. You are responsible for reviewing and becoming familiar with any such modifications. Changes will be effective immediately unless otherwise noted by us. Use of or access to the Service by you after any modification to these Terms of Service will constitute your acceptance of these Terms of Service as modified. If you do not accept the changes, you must immediately discontinue using and accessing the Service.