Professional Services Standard Terms 2022

The term “Client” below refers to the company with which PureSpectrum is contracting.

Intellectual Property. Client will own all intellectual property that PureSpectrum develops specifically for Client pursuant to PureSpectrum’ proposal or Client’s work order, such as questionnaires, aggregated responses and PureSpectrum’ report, and Client will be entitled to receive and retain all copies of such intellectual property affixed to a tangible medium. If PureSpectrum is developing a proprietary panel for Client, Client will also own panelist names and contact information, panelists’ profiling data, panel name, custom URL, logos and graphics created for the panel, and HTML code that determines the Web page layout. PureSpectrum shall retain rights in any other ideas, concepts, methodologies, processes, records, algorithms, or other intellectual property (and related copyrights) that PureSpectrum or its affiliates previously developed or develop in the course of performing the work, including without limitation: (i) any data, software, code, questions or algorithms that support data collection or Internet portals, (ii) any code written by PureSpectrum or its affiliates that supports panel management; and (iii) PureSpectrum’ proprietary panels including without limitation any personal information of persons contained within the proprietary databases of PureSpectrum. If PureSpectrum furnishes Client with any software program or syndicated data containing or comprising PureSpectrum’ or its affiliates’, licensors’ or contractors’ intellectual property, use of that intellectual property will be governed by a separate license agreement.


Warranty. PureSpectrum will perform its services for Client in accordance with the standards of the market research industry (including without limitation confidentiality standards), and will use commercially reasonable efforts to deliver accurate survey data. Otherwise, PureSpectrum makes no warranty, express or implied, as to its services, or their suitability for Client’s purposes, nor does PureSpectrum warrant survey response rates. All figures contained in PureSpectrum’ reports that are estimates derived from sample surveys should be viewed as subject to the normal limits of survey error. PureSpectrum does not predict or assure any particular substantive results of its research in advance, nor does PureSpectrum accept any liability for (i) Client’s interpretation of PureSpectrum’ reports or of other data furnished to Client by PureSpectrum, (ii) any errors caused by errors in data provided to PureSpectrum, or (iii) resale of survey results or other data by Client. PureSpectrum will use commercially reasonable efforts to meet all project deadlines, but it does not guarantee meeting those deadlines. In addition, PureSpectrum’ obligation to timely perform its work will be excused to the extent that its efforts are impeded by events beyond its control, including without limitation any delay of Client in furnishing PureSpectrum with necessary data, direction or authorizations, any unanticipated computer dysfunction, any failure by Internet service providers to deliver email messages to survey sample, or any loss of documents during shipment.


Liabilities and Remedies. Upon receiving prompt notice from Client that any of PureSpectrum’ services or deliverables is defective or incomplete, PureSpectrum will re- perform the work to the extent that it is defective or incomplete. PureSpectrum will have no liability for any business losses of Client (including without limitation loss of revenue, profit or goodwill), or for any other indirect, incidental, special or consequential damages, whether attributable to defective or incomplete work or otherwise, and whether arising out of contract, tort or otherwise, even if PureSpectrum had been advised of the possibility of such losses. In any event, PureSpectrum’ maximum monetary liability in connection with the performance of the work or any other matter relating to PureSpectrum’ undertakings with Client will be the return to Client of sums previously paid to PureSpectrum by Client on the project out of which Client’s claim arose; provided, that, in multi-year tracking studies, the term “project” refers only to the calendar year of the study with respect to which the claim arose.


Changes in Scope of Work & Assumptions. If Client seeks to change the design, scope, nature or scheduling of PureSpectrum’ work after contracting therefor, Client will propose the requested changes to PureSpectrum. If Client and PureSpectrum then come to an agreement as to the timing and pricing of the project as changed, Client and PureSpectrum will enter into a written change order to evidence that agreement. PureSpectrum’ fees and projected completion dates are contingent upon projected incidence, response rates and other assumptions. If the projected incidence or response rates or other assumptions prove incorrect, PureSpectrum, at its election, will be allowed a reasonable extension of time and/or fee adjustment.


Use of PureSpectrum’ Name and of Survey Results. The data derived from a survey may not be resold or syndicated without PureSpectrum’ prior written permission. Client will obtain PureSpectrum’ written consent before using PureSpectrum’ name in any advertisement, any public statement or any of Client’s published or widely distributed literature when attributing to PureSpectrum the results of PureSpectrum’ research. Client will not use the results to support advertising claims or (unless compelled) in litigation or administrative proceedings except if PureSpectrum has given prior written approval.


Termination. PureSpectrum may terminate the project upon reasonable prior written notice. Client may terminate the project if PureSpectrum has breached PureSpectrum’ performance obligations provided Client has given PureSpectrum 30 days’ prior written notice and opportunity to cure. Upon any such termination, Client will pay PureSpectrum for its services and expenses performed to the date of termination. Except in cases of PureSpectrum’ uncured breach, Client will additionally pay PureSpectrum a termination fee in the amount of 5% of the gross project fee if Client terminates a project. After termination or completion of a project and delivery to Client of any required deliverables, PureSpectrum may, in its sole discretion, destroy any Client files in its possession related to such project, unless otherwise specified by the Client.


Successors and Assigns. The contract between Client and PureSpectrum will be binding upon and will inure to the benefit of PureSpectrum, Client, and their respective successors and assigns. PureSpectrum may freely assign its interest and obligations to any entity that is merged with PureSpectrum or any entity that acquires all or substantially all of the assets of PureSpectrum or the unit of PureSpectrum which is performing the services hereunder. The contract is not binding upon any corporate affiliates of PureSpectrum, unless it is expressly assigned to and assumed by one of them.


Jurisdiction and Venue. Any disputes between the parties will be governed by California law.

Integration; Severability. These terms supersede any additional or conflicting legal terms contained in any document submitted to PureSpectrum by Client relative to the services. If any portion of these terms is deemed by a court of competent jurisdiction to be invalid or unenforceable, the other portions of these terms will remain binding and enforceable.


Payment. Unless otherwise specified, payment for all services is due 30 days after the date of each PureSpectrum invoice, and Client’s obligation to pay PureSpectrum is not dependent upon Client receiving payment from any third party. Late payments will bear interest at the rate of 18% per annum from the invoice date. If PureSpectrum must initiate legal action to collect payment, Client will pay all legal fees and costs of collection. PureSpectrum may, at its discretion, stop work on a project and/or withhold its work product from Client, on any open project that PureSpectrum is performing for Client, if Client’s payment for the project that is the subject of these Standard Terms is late.


Compliance with Privacy Laws. Client acknowledges that its collection, transfer and/or use of third parties’ personally identifiable information (such as: contact, financial or medical information; purchasing history; and prior survey responses) may be governed by domestic and foreign laws, including without limitation the Gramm-Leach-Bliley Act, the Children’s Online Privacy Protection Act, the Health Insurance Portability and Accountability Act, the FCC Customer Privacy Rule, the European Union Directive on Data Protection, laws and industry standards restricting unsolicited email messages, and laws requiring that Client comply with its own published privacy policies. Client is responsible for its own compliance with those laws and standards, and it will indemnify, defend and hold harmless PureSpectrum from and against any claims, losses, damages or costs (including reasonable attorneys’ fees and costs of litigation) arising from Client’s failure to comply.