Branded Research
Terms and Conditions

Last Updated: May 15, 2018

BY CHECKING THE BOX WHERE SUCH OPTION IS PRESENTED TO YOU, OR COMPLETING THE ASSOCIATED RECOGNITION FORM (BELOW) FOLLOWING OUR ("BRANDED") PUBLICATION OF A CHANGE NOTICE, REVISED TERMS AND CONDITIONS, OR REVISED DOCUMENTATION OR ANY POSTING OF SUCH ON THE WEBSITE LOCATED HTTPS://WWW.GOBRANDED.COM ("BRANDED WEBSITE"), YOU HEREBY ACKNOWLEDGE AND AGREE THAT: (A) YOU HAVE READ, FULLY UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT ("AGREEMENT"); (B) YOU ARE AT LEAST 18 YEARS OLD; AND (C) YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MAKING THE SURVEY OFFER (DEFINED BELOW) AVAILABLE VIA THE APPLICATION (DEFINED BELOW) AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH HEREIN.


1. Definitions

"Application" means an application developed and offered by Developer, which may be compatible with the Google Android and/or Apple iOS delivery platform/operating system, and permits mobile web (Internet) access from such platform(s)/operating system(s).

"Completed Survey" means a Survey Offer completed by a User (defined below) and received by Branded, wherein the User provides a response to all of the questions presented in the Survey Offer (irrespective of the actual content of the responses or answers provided) and takes such other steps as may be required to complete the Survey Offer, as determined by Branded in its sole discretion.

"Dashboard" means Branded's services and features (including the source and object code contained therein, and all associated documentation, including any and all modifications, improvements and updates thereof and any usage data and compilations thereof) made available to you through the Branded Website and in accordance with the terms of this Agreement, through which you may access User Data (defined below).

"Developer" means the software developer participating in Branded's Developer Network, who develops the Application.

"Rate Schedule" means the schedule setting forth the rates to be paid to Branded by you with respect to the services being performed by Branded hereunder, which may be found on the Branded Website and updated from time to time by Branded.

"Services" means the services Branded will perform in connection with the Agreement (including making the Survey Offer available to Users), subject to your compliance with the terms of the Agreement.

"Survey Materials" means any data, information or software relating to or collected through the Survey Offer (including but not limited to User Data) and any usage data and compilations thereof, and any and all feedback provided by you in connection with this Agreement. Survey Materials do not include the Survey Offer.

"Survey Offer" means a set of surveys that are furnished to Branded by you, which are intended to be presented, offered and made available to Users via the Application.

"User" means the end user of an Application, who may engage the Survey Offer.

"Data Recipient" shall refer to any recipient, and its respective subcontractors and affiliates, of Personal Data from Branded Research.

"Personal Data" shall refer to any informationrelating to an identified or identifiable natural person.

"Data Protection Agreement" means Branded Research’s Data Protection Agreement located at https://www.gobranded.com/branded-data-protection which sets forth the terms that a Data Recipient must agree to comply with if they use Branded Research’s services and receive Personal Data.

2. Survey Offer.

2.1. Implementation of Survey Offer. Subject to your compliance with the terms of this Agreement, Branded agrees to provide the Services. Upon Branded receiving a valid Survey Offer from you, Branded will use commercially reasonable efforts to make the Survey Offer available through one or more Applications and collect the responses, and other data and information generated from a User's interaction with the Survey Offer (collectively "User Data" and/or “Personal Data”). You may provide specifications for the Survey Offer, for example, the number of Completed Surveys desired, and target demographics (the "Specifications"). Branded will seek to collect User Data that meets the Specifications, but does not guarantee that all User Data will meet such Specifications. Notwithstanding anything to the contrary, you agree that you will not collect or attempt to collect any PII (defined below) from any User through the Survey Offer. Branded will make the User Data available through its Dashboard, subject to the terms of this Agreement. You explicitly agree to comply with Branded Research’s Data Protection Agreement located at https://www.gobranded.com/branded-data-protection All User Data and/or Personal Data supplied to you by Branded Research will be treated and used in compliance with Branded Research’s Data Protection Agreement. Subject to the terms of this Agreement and your compliance therewith, you shall have a limited, non-transferable, non-sublicensable, non-exclusive, right to access and use the Dashboard solely for your internal business purposes. Notwithstanding anything to the contrary, subject to your compliance with the terms of this Agreement, you may copy, display, perform, create derivative works of, distribute, and otherwise use the User Data for any business purpose.

2.2. Use Restrictions. Unless Branded approves specifically in writing: (i) you may only use the Dashboard as provided by Branded, without modification; (ii) you shall not modify or alter the content, text or appearance of the Dashboard; (iii) you shall not decompile, disassemble, or otherwise reverse engineer the Dashboard; (iv) you may use the Dashboard only in the manner (and pursuant to the license) as set forth in Section 2.1 above; and (v) you may not disclose or provide the Dashboard to any third party without Branded's prior written approval in each instance.

3. Payment.

3.1. Payment Terms. Subject to the terms of this Agreement, you shall pay Branded the fees for the Services in accordance with the Rate Schedule (whether via web check out flow on the Branded Website or an invoice from Branded) and Branded shall have received such payment prior to Branded incurring any obligation to commence the Services. Except as expressly set forth in this Agreement, the Services shall be non-cancelable and all fees with respect to the Services are non-refundable. You shall be solely responsible for the payment of, and shall pay when due, all applicable federal and state taxes, including any sales, use, excise or transfer taxes and other taxes associated with payments to Branded under this Section 3 (except for taxes assessed on Branded's net income), and shall indemnify Branded for all costs, losses, liabilities and expenses, including penalties, arising from any failure to do so. In the event of late payments, non-payments, chargebacks or bad debts, Branded reserves the right to invoice you for any associated fees, costs or expenses incurred by Branded (which shall be in addition to the fees for the Services).

3.2. Suitability and Completeness. Branded is not responsible for the suitability of survey responses or User Data generated by questions posed by you, or for the appropriateness or usefulness of the User Data. In the event of termination of the Agreement prior to the collection of the Completed Surveys required to meet the Specifications, you shall pay Branded for Completed Surveys up until the point of termination. Notwithstanding the foregoing, you are responsible and liable for full payment of all Completed Surveys.

4. Acceptable Uses. Branded's obligation to provide the Services is conditioned upon your ongoing compliance with the following rules ("Acceptable Uses"):

(a) You comply at all times with any and all guidelines, rules, and regulations published by Branded on the Branded Website (including but not limited to the terms of this Agreement and Branded's Privacy Policy, which can be found at https://www.gobranded.com/data-protection/);

(b) You use the Dashboard only in the manner prescribed in Section 2 above;

(c) All information which you have provided to Branded, including but not limited to information provided in connection with the Survey Offer and all other information about your business provided in connection with this Agreement, is and will remain accurate, complete and current;

(d) Neither the Survey Offer or any part thereof contains any unlawful, defamatory, profane, offensive, hateful, libelous, harassing, abusive, discriminatory, fraudulent, pornographic, obscene, or otherwise objectionable content or material;

(e) Neither the Survey Offer or any part thereof contains any personally identifiable information of any individual (including but not limited to the name, address, or e-mail address of such individual, collectively "PII");

(f) Neither the Survey Offer or any part thereof is designed to require the User to submit or provide any PII;

(g) Neither you or any information you provide to Branded in connection with this Agreement (including but not limited to the Survey Offer or any part thereof) are subject to any pending lawsuits, fines, or government or regulatory actions; and

You hereby agree to immediately provide Branded with any information, records, or materials that Branded requests in order to verify your compliance with the Acceptable Uses or the terms and conditions contained in this Agreement.

5. Publicity. You hereby grant to Branded a royalty-free, fully paid up, sub-licensable, transferrable, non-exclusive, worldwide and perpetual license to reproduce, display, distribute and otherwise use the trademarks, service marks, logos or other indicia of origin associated with you for the purpose of indicating that you are a client of Branded in Branded's advertising, marketing or other promotional materials. During the Term, both parties shall have the right to issue press releases discussing the partnership created under this Agreement, provided that both parties shall approve of each press release in writing prior to any distribution of such press release (which approval shall not be unreasonably withheld). Neither party may discuss the details of this Agreement as part of the press release.

6. Compliance with Laws. You represent and warrant that the Survey Offer(s) and any content thereof (i) are and will be in compliance with all applicable local, state, national and international laws, rules and regulations, and contractual obligations between you and any third party; and (ii) do not and will not violate any third party's intellectual property or proprietary rights. Violation of any of the foregoing may result in immediate termination of this Agreement at Branded's sole discretion. Branded reserves the right, but will have no obligation, to review the Survey Offer submitted by you and/or your use of the Dashboard at any time in its sole discretion, in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.

7. Researcher Representations and Warranties. Without limiting any other representation, warranty or covenant herein, you hereby represent and warrant to Branded that: (a) you have the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation upon you; (c) you have obtained and shall maintain all necessary licenses, authorizations, approvals and consents to enter into and perform your obligations hereunder (including any necessary rights or consents from third parties to allow Branded to make the Survey Offer available to Developers and Users pursuant to this Agreement); (d) you will comply with all applicable laws, rules and regulations in the performance of this Agreement; and (e) if this Agreement is being entered into by a company or other legal entity, then the person agreeing to the terms and conditions of this Agreement on behalf of that company or entity (i.e., by checking the box or clicking to accept where such option is presented) hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this Agreement.

8. Indemnification. You agree to indemnify, defend and hold Branded and its affiliates and their respective officers, directors, employees, agents, and independent contractors harmless from and against any losses, costs, liabilities, damages, claims and expenses, including attorneys' fees, arising out of: (a) the breach of the representations, warranties and covenants made by you in this Agreement, or (b) claims that any Survey Offer or any content thereof made available or provided by you infringe any third party's intellectual property rights, privacy, rights of publicity or other rights. You reserve the right, at your sole expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Branded and Branded agrees to reasonably cooperate with your defense of such claims. You shall not enter into any settlement for which indemnity is sought unless: (i) such settlement includes an unconditional release of Branded from all liability on all claims; or (ii) the Branded gives its prior written approval, which shall not be unreasonably withheld.

9. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BRANDED MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY MATTER, INCLUDING THE SERVICES, SURVEY OFFER, THE DASHBOARD AND ANY USER DATA, WHICH ARE OFFERED SOLELY ON AN "AS-IS" AND "AS AVAILABLE" BASIS. ANY USE OF THE SERVICES, DASHBOARD OR USER DATA IS AT YOUR SOLE RISK. BRANDED EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE SURVEY OFFER, DASHBOARD, USER DATA OR THE USE OF ANY OF THE FOREGOING WILL BE OF A CERTAIN QUALITY, OR UNINTERRUPTED OR ERROR-FREE, OR WILL NECESSARILY YIELD YOU A CERTAIN RESULT OR BE OF ANY USE OR VALUE TO YOU.

10. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL BRANDED OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF BRANDED OR A BRANDED AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BRANDED'S OR ITS AFFILIATES' MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO BRANDED HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM OR $500, WHICHEVER IS LESSER. THE PARTIES AGREE THAT THE FOREGOING PROVISIONS FAIRLY ALLOCATE THE PARTIES' RISKS AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN.

11. Ownership. Branded and its licensors will exclusively own and retain all rights, title, and interest in and to: (a) the Survey Materials, and (b) the Dashboard. Developer and its licensors will own and retain all rights, title, and interest in and to the Application. No rights or licenses, whether express or implied, are granted by Branded or its licensors except as expressly set forth in this Agreement, and Branded hereby reserves all rights not so granted.

12. Confidentiality. "Confidential Information" shall mean any information designated in writing, or identified orally at time of disclosure and confirmed as such in writing within thirty (30) days of the oral disclosure, by the disclosing party as "confidential" or "proprietary." Branded's Confidential Information shall include without limitation: (a) all code, inventions, know-how, business, technical and financial information of Branded irrespective of whether any confidentiality marking is present; and (b) the Dashboard. Each party will keep confidential, and neither party will use for any purpose, or disclose to any third party, any Confidential Information of the other party, except as otherwise permitted by this Agreement. The foregoing restriction does not apply to information to the extent that such information: (a) has been independently developed by the receiving party without access to the other party's Confidential Information; (b) has become publicly known through no breach of this Section 12 by the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure; (d) has been approved for release in writing by the disclosing party; or (e) is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and uses its best efforts to assist in obtaining an order to protect the information from public disclosure. The receiving party will use a degree of care in protecting the disclosing party's Confidential Information which it uses in protecting its own Confidential Information, which shall in no event be less than reasonable care. Notwithstanding anything to the contrary, Branded may disclose your Confidential Information to Branded's employees, directors, officers, agents, contractors, attorneys, accountants, and other third parties who have a "need to know" in connection with the performance of Branded's obligations hereunder. You acknowledge that unauthorized disclosures of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy, and therefore upon any such disclosure by you, Branded will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

13. Term and Termination. The term of this Agreement will begin upon your acceptance of the terms contained herein, and will end when terminated by either you or Branded pursuant to the terms contained herein (the "Term"). Branded may terminate this Agreement at any time for any reason or for no reason upon notice to you, including but not limited to: (a) actual or suspected failure to comply with the Acceptable Uses; (b) actual or suspected violation of Section 6 (Compliance with Laws); or (c) any other actual or suspected violation of this Agreement. In the event of a material breach by one party, the non-breaching party may terminate this Agreement by a notice in writing within thirty (30) days and the breaching party fails to cure such breach within such thirty (30) day period. Upon termination of this Agreement, you must remit to Branded all payments owed hereunder up to the effective date of termination. In addition, upon any termination, all license rights and other privileges granted to you herein shall terminate immediately, and you shall immediately cease any and all use of the Dashboard. Sections 1, 3, and 6 through 16 shall survive any termination of this Agreement.

14. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Any suit or proceeding arising out of or relating to this Agreement will be brought in the federal and/or state courts, as applicable, in San Francisco County, California, and each party irrevocably submits to the jurisdiction and venue of such courts. Notwithstanding the foregoing, any dispute arising hereunder will be negotiated in good faith between the parties within thirty (30) days commencing upon written notice from one party to the other and neither party will file an action prior to the termination of such thirty (30) day period. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, which shall not be considered a breach of this Agreement.

15. General. You may not transfer or assign any of your rights or licenses granted to you hereunder, whether in whole or in part, without first obtaining the prior written consent of Branded, and any attempt to do so will be null and void. Branded may assign or transfer this Agreement without your consent. You and Branded are both independent contractors, and neither you nor Branded shall be considered an agent, representative or partner of the other. This Agreement is not an exclusive agreement, and you acknowledge that Branded (a) engages (and reserves the right to engage) other researchers to conduct surveys that may be similar to the Survey Offer, and (b) gathers (and reserves the right to gather) survey data that may be similar to the User Data. This Agreement sets forth the entire agreement between you and Branded, and supersedes any and all prior or contemporaneous agreements (whether oral or written) with respect to the subject matter contained herein. Any notices under this Agreement shall be sent to any of the contacts the respective parties have provided to each other in writing, by facsimile or nationally recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement by a party will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision of this Agreement is declared void, illegal or otherwise unenforceable, then the provision is automatically amended to the minimum extent required to make it valid, legal, enforceable and nearest to the original intent, and all other provisions shall remain in full force and effect.

16. Changes. By accepting the terms of this Agreement, you consent to receiving and Branded reserves the right to send you communications or information regarding the Services, including but not limited to (i) notices about your use of the Services, including any notices concerning violations of use, (ii) updates, and (iii) promotional or marketing information and materials regarding Branded's products and/or services, via e-mail. In the event that Branded sends you promotional or marketing communications as described in the foregoing Subsection (iii), you will have the opportunity to optout of receiving such communications. Branded shall have the right to, in its sole discretion and at any time, modify, alter, or change the terms and conditions of this Agreement upon notice to you, which shall be given either by posting the revised terms on the Branded Website or by sending you an e-mail (to be determined at our sole discretion).

Branded Research Terms

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