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Effective Date: 2/20/23
Welcome
Welcome to Emporia, a platform connecting Respondents to Clients seeking their insight. The Emporia website and interactive properties through which the service is delivered (collectively, the “Service”) are owned, operated, and distributed by Emporia Learning Inc., a Delaware corporation (referred to in these Terms of Service as “Emporia” or in possessive use, such as through “we,” “us,” “our,” etc.). By accessing any part of the Service, you are agreeing to the Terms of Service described below, the terms of our Privacy Policy, and other legal notices published by Emporia on the Service (collectively, the “Emporia Terms”). Please carefully read the Emporia Terms to ensure your full understanding of Emporia’s policies. If you do not understand the Emporia Terms or do not accept any part of them, then you may not use or access any part of the Service. The Emporia Terms apply to anyone who accesses the Service, including unregistered people who view data via the Service and users who have registered as members of Emporia.
At the sole discretion of Emporia, we may modify these Terms of Service at any time with or without notification. By accessing the Service after such modifications, you thereby agree to any updates or changes. Material changes to these Terms of Service will be posted on the site reflecting the new updates and effective date. BY USING THE SERVICE, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THE EMPORIA TERMS. We reserve the right to refuse to provide the Service to any person, for any reason, and/or to discontinue the Service in whole or in part, at any time, with or without prior notice. The Service is offered and available to users who are 18 years of age or older. By using the Service, you represent and warrant that you are of legal age to form a binding contract with Emporia and meet all eligibility requirements. If you do not meet all such requirements, you must not access or use the Service.
a. All custom graphics, icons, logos, and service names used in conjunction with the Service are registered or unregistered trademarks or service marks of Emporia. All other trademarks or service marks on the Service are the property of their respective owners. The contents of the Service in its entirety are protected by international copyright and trademark laws amongst other proprietary rights.
b. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, CREATE DERIVATIVE WORKS OF, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SERVICE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE WITHOUT THE EXPRESS WRITTEN CONSENT OF EMPORIA.
c. Nothing in these Terms of Service grants any right or license to use third party trademarks or any of Emporia’s trademarks, service marks, or logos, extending to include the company names of Emporia or its affiliates.
d. Emporia may aggregate and use data derived from your use of the Service to operate, improve, analyze and support the Service, 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 Emporia's other users, (ii) does not directly or indirectly identify any Client or individual user and (iii) does not include any confidential information.
e. Emporia may solicit, and users may provide to Emporia, suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Service (excluding any confidential information contained therein, “Feedback”). Nothing in these Terms of Service will restrict Emporia's right to use, profit from, disclose, publish, keep secret or otherwise exploit Feedback without compensating or crediting any Client or individual providing such Feedback.
3. Rules Applying to All Users. When you sign up for the Service, you agree to the following rules:
a. You will use the Service only for lawful purposes and agree to not use the Service in any way that will violate or infringe upon the use or rights of any other user of the Service or any third party;
b. Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Service;
c. You will not, nor will you permit or authorize any third party to, (i) reverse engineer, decode, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service, (ii) copy, in whole or in part, the Service or any component thereof, (iii) modify, enhance, translate, combine with other programs, or create derivative works based on the Service (except to the extent expressly permitted by Emporia or authorized within the Service), (iv) sublicense, sell, rent, lease, transfer, distribute, or use the Service for timesharing or service bureau purposes, or (v) remove any proprietary notices or labels from the Service;
d. You have not been convicted of, pleaded guilty to, or admitted committing a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.);
e. You have not been subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization, such as the U.S. Securities and Exchange Commission (SEC), the Financial Conduct Authority (FCA), the Securities and Futures Commission (SFC) or Financial Industry Regulatory Authority (FINRA), relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices;
f. You have not been named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO;
g. You represent and warrant to Emporia that you will at all times conduct yourself in a professional manner and in compliance with all applicable laws;
h. You agree that you will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
i. You will not share content from the Service with anyone who is not properly licensed to access the content;
j. You will not upload, share, post, distribute or otherwise partake in any behavior that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
k. You will not partake in any behavior that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
l. You will not share software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
m. You will not impersonate any person or entity, including, but not limited to, any Emporia employees or representatives, other users of the Service, or any individuals or entities not using the Service;
n. You will not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all parts of the Service may be available to you or other users of the Service. You will not interfere with anyone else’s use and enjoyment of the Service. Users who violate systems or network security may incur criminal or civil liability;
o. If you are using the Service on behalf of a company or organization, you represent that you have the authority to act on behalf of that entity, and that such entity accepts these Terms of Service;
p. You may not use any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy any content or data on or related to the Service unless expressly authorized by Emporia in writing. You may not engage in practices of “screen scraping,” “database scraping” or any other practice or activity where the purpose is to obtain lists of users of the Service, portions of a database, or other lists or information from the Service, in any manner and any quantities not expressly authorized by Emporia in writing. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Emporia or its affiliates without express written consent. You may not use meta tags or any other “hidden text” utilizing the Emporia name or trademarks without the express written consent of Emporia; and
q. You agree to adhere to all regulations imposed by the U.S. Securities and Exchange Commission (SEC), including with respect to any Material Non-public Information (or MNPI). Disclosure and use of MNPI in making an investment may result in criminal or civil liability, or both, for you. As such, by agreeing to these Terms of Service, Respondents (a) acknowledge that the disclosure to Clients of MNPI (even if not the subject of the interaction between the Respondent and the Client arranged through the Service) may cause significant disruption and damage to Clients, (b) agree not to disclose under any circumstances any MNPI regarding publicly listed companies, including from any companies or organizations that you have currently or have had previous affiliations, to Clients.
4. Additional Terms Applying to Clients. The Client Terms, which do not apply to Respondents, are incorporated into these Terms of Service by this reference.
5. Additional Terms Applying to Respondents. The Respondent Terms, which do not apply to Clients, are incorporated into these Terms of Service by this reference.
6. Certain Reserved Rights. Emporia reserves the following rights:
a. To make changes to the Service without notice or liability;
b. To terminate or suspend memberships, accounts, payments, or other affiliations with the Service at any time and for any reason;
c. To change our eligibility criteria at any time. If these things are prohibited by law where you live, then we revoke your right to use Emporia in that jurisdiction.
d. To cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations; and
e. To remove a Client or Respondent from the Service at any time, for any reason, with or without prior notice.
7. Links from the Service. If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
8. Miscellaneous
a. You agree that the Service is based solely in the Commonwealth of Pennsylvania and shall not give rise to personal jurisdiction over Emporia, either specific or general, in jurisdictions other than the Commonwealth of Pennsylvania. The Emporia Terms shall be governed and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without regard to conflicts of law principles. You agree that any legal action or proceeding between Emporia and you for any purpose concerning the Emporia Terms or your use of the Service shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Philadelphia, Pennsylvania.
b. Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action first arises or such claim or cause of action is forever barred.
c. We control and operate our Service from the United States and we make no representations or warranties that the information or services provided through our Service are appropriate for access or use in other jurisdictions. You are not permitted to access or use our Service in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of our Service to any person, geographic area, or jurisdiction, at any time and in our sole and absolute discretion.
d. The Emporia Terms constitute the entire agreement between you and Emporia concerning the Service and the services provided by Emporia. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. Emporia’s failure to insist upon or enforce strict performance of any provision of the Emporia Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of the Emporia Terms. Emporia may assign its rights and duties under the Emporia Terms to any party at any time, with or without notice to you. Most communication between Emporia and you will be sent and received electronically. You agree that all electronic communication between Emporia and you shall satisfy any legal requirements that such communications be in writing.
e. Neither party is liable for any delay or failure to perform any obligation under these Terms of Service due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, communications 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.
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