MASTER SERVICES AGREEMENT

1. Preamble. These terms and conditions, together with each SOW (defined below) constitute one binding agreement (collectively, this “Agreement”) by and between Prodege, LLC, a California limited liability company (“Prodege”) and the market research company or other business entity referenced in each applicable SOW (“Company” or “Client”). Prodege and Company may be referred to herein as a “Party” and together as the “Parties”. Whenever Company has entered into or is relying upon this Agreement on behalf of its client (e.g. the sponsor of an applicable Survey), any reference to “Company” shall refer jointly to Company and its applicable underlying client. This Agreement sets forth the entire agreement with respect to the services provided by Prodege to Company(the “Services”) in connection with providing Users (defined below) with an opportunity to complete market research surveys (“Surveys”) via websites owned or controlled by Prodege (collectively, the “Prodege Sites”). This Agreement further hereby incorporates by reference the ESOMAR Guideline For Online Research (the “ESOMAR Code”). Capitalized terms that are not otherwise defined herein shall have the meaning ascribed to them in the ESOMAR Code.
2. Grant of Rights. Company grants Prodege and its affiliates and sub-publishers (“Affiliates”) all rights necessary to undertake the market research campaigns referenced in each applicable SOW (each a “Campaign”). Such rights include, without limitation, the right for Prodege to distribute reward-points to its end users (“Users”) in connection with each Valid Action (defined below), as applicable.
3. Data Ownership. Company may ask Users to provide certain User Data (defined below) which can be used by Company solely to qualify the User for targeted Surveys and special sample programs offered on or through the Prodege Site(s). Company will not ask Users to provide any Personally Identifiable Information (“PII”) without Prodege’s prior written consent. Company acknowledges and agrees it will not directly or indirectly repurpose any User Data for any reason other than providing the User with a Survey opportunity offered on or through the Prodege Sites in accordance with this Agreement. Without limiting the foregoing, neither Company nor its client will contact any User for any other purpose, including soliciting or offering the User an opportunity to join any other research or survey panel or otherwise provide survey responses or market research responses except those approved by Prodege in writing and offered on or through the Prodege Sites. “User Data” means all data and information of any description (including both PII and non-PII as applicable) concerning a User provided to Company or otherwise received or obtained by Company from or about a User in respect of or in the course of any Campaign, as more fully described in this Agreement or the applicable IO. For Campaigns measuring ad effectiveness or otherwise using the Tracking Technology (as defined below) User Data includes all website tracking, behavioral data and other information (whether PII or non-PII) concerning a User obtained or derived directly or indirectly through use of, or otherwise derived from or associated with, the Tracking Technology. “Tracking Technology” means any script, method and/or technique that enables, without limitation, (i) interaction with a User, (ii) control of a Web browser, (iii) communication with Prodege and third-party services, (iv) placing, reading and writing cookies to and from a User’s browser, and/or (v) altering or interfering with DOM content and other displayed content (whether or not the alteration can be perceived visibly to a User). Tracking Technology shall include, without limitation, any cookie, tag, javascript, flash, browser plugin, iframe or any similar technology. Company shall receive and securely store any and all User Data and treat the same as Confidential Information of Prodege which will be protected securely in the same manner as Company protects its own confidential information, but in no event less than reasonable protection against theft, loss or misuse. Company shall make available to Prodege on request, or on such periodic basis as Prodege may reasonably require, all User Data directly or indirectly collected by or otherwise under Company’s possession or control. Notwithstanding any of the foregoing, aggregated and anonymous non-PII User Data collected through a Survey made available by Company (“Survey Data”) may be delivered by Company to the sponsor of that Survey, free of any restrictions or claims by the Parties hereto. All User Data shall be owned by Prodege and, during the Term of this Agreement, shall be non-exclusively licensed to Company with a revocable, non-transferable, non-sublicensable, royalty-free, world-wide license to reproduce and to use User Data solely for the purpose of fulfilling Company’s obligations under this Agreement. Without limiting any provision of this Agreement, Company shall use User Data in accordance with its applicable Privacy Policy, and will comply with all applicable local, state and federal laws and regulations and other applicable consumer privacy protection law, rules and regulations, in handling, storing and transmitting User Data. Company will provide written notification to Prodege upon any material change in its Privacy Policy.
4. Payment, Reporting and Inspection. Company will pay Prodege for all actions taken by a natural person in connection with a Survey that meet the criteria set forth in each applicable SOW (“Valid Action”). “SOW” (a/k/a “Statement of Work” and sometimes referred to also as an “Insertion Order” or “IO”) shall mean a writing or series of writings (including emails) agreed to by and between the Parties which detail(s) the terms of each Campaign, including payment information related thereto, and any and all future SOWs entered into between the parties shall be subject to these Terms and Conditions (regardless of whether these Terms and Conditions are expressly referenced therein). Payment shall be made by Company to Prodege within thirty (30) days after the earlier of (i) the end of that month or (ii) Company’s receipt of payment from the sponsor of the Survey. Unless otherwise expressly agreed upon by Prodege, all payments shall be accompanied by a reasonably detailed statement and campaign report detailing the basis of the calculation of such payments. Company will maintain during and for at least three (3) years following the Term all records relating to the Campaigns. Upon reasonable advance written notice, Company will make such records available for inspection by Prodege or its designee at Prodege’s expense, during normal business hours. Any revealed underpayment will be paid to Prodege within ten (10) business days following notice of such underpayment by Prodege to Company, along with reimbursement of Prodege’s reasonable inspection costs if any underpayment of more than five percent (5%) on any Campaign is revealed.
5. Term. The term of this Agreement shall commence on the effective date of the first SOW (the “Effective Date”) and shall continue until either Party expressly terminates this Agreement upon thirty (30) days’ prior written notice to the other Party (the “Term”). Promptly upon expiration or termination of this Agreement, (i) all licenses granted hereunder will immediately terminate; (ii) upon written request, each Party shall promptly return to the other (or certify destruction of) any and all copies of the other Party’s Confidential Information in its possession or control; and (iii) Company shall pay to Prodege all outstanding amounts up to and through the date of termination.
6. Confidentiality. Except as provided herein, neither Party shall use the Confidential Information of the other for any purpose other than the intended use set forth herein. “Confidential Information” includes any and all confidential and proprietary information of a Party, including Prodege’s User Data, regardless of whether or not expressly designated as “Confidential”. Confidential Information does not include (i) information that has become publicly known through no breach by the receiving Party, or (ii) information that has been independently developed by the receiving Party without access to the disclosing Party’s Confidential Information, as evidenced in writing; or (iii) information that was rightfully received by the receiving Party from a third party that had no obligation to keep it confidential.
7. Representations and Warranties. Each Party represents and warrants, solely to and for the benefit of the other that (i) it has the full corporate right, power and authority to enter into this Agreement and perform its obligations hereunder; (ii) its performance of this Agreement will not infringe, violate or misappropriate any third-party rights nor conflict with or result in a breach or violation of any agreement (including this Agreement) by which it is bound; (iii) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation enforceable against it in accordance with its terms; and (iv) it will comply with all applicable state and federal laws, regulations and orders of any governmental authority of competent jurisdiction in its performance of this Agreement, including without limitation all laws regarding intellectual property, privacy and the transmission of electronic mail to third parties. Company hereby further represents and warrants to and for the benefit of Prodege that Company owns or has acquired all right, title, and interest necessary to enter into this Agreement and that the foregoing do not and will not infringe, slander, defame, libel or invade the right of privacy, publicity or other property rights of any person. Except for the express warranties and obligations that are made or undertaken in this Agreement, neither Party makes (and each Party hereby disclaims) any other warranty or obligation of any kind, whether express, implied, statutory or otherwise.
8. Indemnity. Company agrees to indemnify, defend and hold harmless Prodege, its affiliates, officers, directors, employees, consultants and agents from any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by an Prodege in connection with any third-party claims to the extent arising from or relating to (a) Company’s breach of any of its covenants, representations or warranties under this Agreement; and/or (b) infringement of any third-party intellectual property or other rights by Company.
9. Limitation of Liability. EXCEPT FOR EITHER PARTY’S BREACH OF DATA OWNERSHIP, CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Non-solicitation. During the term of this Agreement and for six (6) months thereafter (the “Non-Solicitation Period”), Company agrees that it will not solicit (for its own benefit nor for the benefit of any third-party) the services of any person who during the Non-Solicitation Period was employed or similarly engaged by Prodege (each a “Service Provider”). Notwithstanding the foregoing, Company may engage a Service Provider if the Service Provider independently responded to a generally publicized advertisement for employment (or similar engagement) without direction from Company, its employees nor any third-party acting on its behalf.
11. Miscellaneous. (i) The relationship of Prodege and Company shall be that of independent contractors and not partners, agents, joint venturers or any other similar relationship of any kind; (ii) this Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior oral and written agreements between or among the Parties related to the subject matter hereof (including past dealing or industry custom)- provided that the express terms set forth in each SOW, while subject to this Agreement generally, shall be controlling and supersede any contrary terms agreed to by the Parties; (iii) Prodege may modify or amend any provision of this Agreement by posting such changes on the Prodege properties (including this website) and Client shall be deemed to have automatically agreed to such changed terms on a prospective basis if Client signs a future SOW referencing such changed terms; (iv) no modification, amendment, or waiver of any provision of this Agreement by Client shall be effective unless in writing and signed by Prodege; (v) no failure or delay by any Party in exercising any right under this Agreement shall constitute a waiver of that right; (vi) Company may not assign or delegate its rights or obligations under this Agreement without the prior written consent of Prodege, and any such attempted assignment shall be void and without effect; (vii) this Agreement will benefit and bind the Parties’ successors and permitted assigns; (viii) neither Party shall issue any press release or public announcement regarding this Agreement nor the Services without the prior written consent of the other Party; (ix) if any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12. Court and Arbitration. This Agreement will be governed by and construed in accordance with the internal laws of the State of California, excluding its choice of law rules.  Notwithstanding anything to the contrary, for any dispute or claim arising out of or relating to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, where the amount being sought (exclusive of interest, costs, and attorneys’ fees) is $75,000 or less, either party may submit such matter to be determined by binding arbitration in Los Angeles, California before a single arbitrator, administered by, and in accordance with, the then-applicable Commercial Arbitration Rules of the American Arbitration Association (AAA) or the then-applicable Streamlined Arbitration Rules & Procedures of JAMS. In any such arbitration, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees it reasonably incurs in connection with the arbitration. Judgment on the award may be entered in any court having jurisdiction, and either party may seek provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding any provision with respect to governing law, such arbitration shall be subject to and governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).

CONFIDENTIAL
Prodege Terms and Conditions
Rev. v1.7, 7/18