MASTER SERVICES AGREEMENT (rev. 9/2023)

1. 1. Preamble. This Market Research Master Services Agreement (“this Agreement”) is made by and between Prodege, LLC, a California limited liability company (“Prodege”) and the market research company or other business entity referenced in any SOW(s) (defined below) entered into between the parties (“Company”). 
   2. Prodege Services.  Prodege agrees to provide, and Company agrees to accept and pay for, the Services set forth in each SOW. The “Services” generally include the operation of websites and mobile apps (collectively, the “Prodege Properties”), and the selection of other trusted media properties through which end-users (“Users”) may complete market research surveys (“Surveys”) under an SOW (a “Project”) in which Company may obtain Users’ Survey responses and related User Data (defined below). Company grants to Prodege and its affiliates and sub-publishers all rights necessary to undertake, promote, and incentivize Users to complete the Surveys for each Project. Such rights include, without limitation, the right for Prodege to distribute: (i) Project Materials (defined below) in accordance with each SOW; and (ii) loyalty awards to Users in connection with each valid Completion (defined below), as applicable.
   3. Statement of Work.  A Statement of Work (“SOW”) for purposes of this Agreement is any document or writing or series of documents or writings (including emails), evidencing the parties’ agreement regarding the terms of each Project, regardless of the title of such document(s) or writing(s) or whether this Agreement is expressly referenced therein. Should any inconsistencies arise between this Agreement and any SOW, this Agreement shall control, except to the extent an SOW contains express terms that conflict with this Agreement, in which case the SOW will control solely with respect to those terms. 
   4. Client Representation.  If Company enters into this Agreement or any SOW on behalf of its client (e.g., the sponsor of an applicable Survey), any reference to “Company” shall refer jointly to Company and such client.
      
   5. Project Materials.  Notwithstanding any creative support Prodege may offer or provide as part of the Services, Company has final control over the form, content and subject matter of all Survey materials and related advertising, artwork, copy, and active URLs relating to the Project (collectively, “Project Materials”). Company is solely responsible for ensuring that Project Materials: (i) comply with all applicable laws, including survey, research, privacy, advertising and consumer protection laws, as well as any Prodege policies of which Company is made aware; (ii) contain terms and conditions that are clear, complete, accurate and not misleading (including by virtue of any material omissions); (iii) prominently display all material terms and conditions in close proximity thereto, whenever Project Materials are not displayed directly on Prodege Properties (such as when Prodege refers Survey traffic to Company, or Company indirectly displays Project Materials on Prodege Properties via nested or embedded technology); (iv) will be free of any viruses, trojans, worms, spyware and other malware; (v) do not contain obscene, profane, offensive, deceptive, fraudulent or illegal content; and (vi) are promptly updated, with all such updates promptly communicated to Prodege in writing, whenever relevant terms or conditions change.
   6. Required Disclosures.  The SOW and User-facing terms and conditions in the Project Materials must include a clear and accurate estimate of the average time that Users must devote to achieve a Completion (defined below) (usually described as “Length of Interview” or “LOI”). If Company does not instantly report Completions for a Project, and instead, requires time to confirm or report a valid Completion, Company will accurately disclose the estimated wait time (“Wait Time”) to Users in the Project Materials’ terms and conditions. Company will promptly notify Prodege of any material change in the estimated LOI or Wait Time during the Term (defined below), so that the Project Materials can be updated. Company will also assist Prodege in providing timely customer support to any User who attempts a Completion, including, at a minimum, investigating and making commercially reasonable efforts to resolve any issues with a Completion or receiving credit for a Completion.
   7. Completions, Reporting, Payment and Inspection. For purposes of this Agreement, a “Completion” means any User action (submission of qualifying Survey responses, completion of product tests, etc.) that constitutes a deliverable entitling Prodege to payment under an SOW. Company will pay Prodege for all valid Completions. A Completion is valid if (i) delivered materially in accordance with the applicable SOW; and (ii) not fraudulent (as determined by Prodege). If Company wishes to contest or challenge the validity of a Completion (as fraudulent or otherwise), Company must do so within fifteen (15) days after receiving the Completion or else the Completion will be conclusively deemed valid. Company agrees to strictly abide by the payment terms of each SOW as invoiced by Prodege. Unless otherwise expressly provided in an SOW, Company shall: (a) pay Prodege within thirty (30) days after the earlier of (x) the end of the month in which the Completion occurs or (y) Company’s receipt of payment from the sponsor of the Survey; and (b) accompany all payments with a reasonably detailed statement and report detailing the basis of the calculation of such payments. Company will maintain all records relating to each Project during and for at least three (3) years following the Term (defined below). 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 Project is revealed.
   8. User Data. “User Data” means all data and information (including PI and non-PI) concerning a User that is provided to Company or otherwise received or obtained by Company from or about a User in connection with any Project, as more fully described in this Agreement or the applicable SOW. For purposes of this Agreement, unless otherwise expressly agreed between the parties or required by Applicable Law (defined below), Personal Information (“PI”) has the definition provided in the California Consumer Privacy Act (CCPA), as amended.   Except with Prodege’s prior written consent, and in strict accordance with Section 10 (Privacy and Compliance) below, Company will not ask Users for PI, nor will Company collect any User PI, in connection with any Project. For Projects measuring ad effectiveness or otherwise using Tracking Technology (defined below), User Data includes all website tracking, behavioral data and other information (whether PI or non-PI) concerning a User obtained or derived directly or indirectly through use of, or otherwise associated with, the Tracking Technology. “Tracking Technology” means any cookie, web beacon, embedded script, pixel, tag, software development kit (“SDK”), session replay tool, or similar tracking technology that is placed or operates on a User’s device for tracking purposes.
   9. Data Ownership. All User Data shall be owned by Prodege and, during the Term (defined below), 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 its performance under this Agreement. Notwithstanding any provision herein to the contrary, aggregated and anonymous non-PI User Data that Company collects through a Survey as part of a Project (“Survey Data”) may be delivered by Company to the sponsor of that Survey, free of any restrictions or claims by Prodege. To “Repurpose” User Data means to retarget a User or append User Data to a non-public profile regarding a User, for any purpose other than as expressly set forth in an SOW. Company agrees that it will not directly or indirectly Repurpose any User Data except to provide the User with another Survey opportunity offered on or through Prodege in accordance with this Agreement. Without limiting the foregoing, neither Company nor its client will contact any User for any other purpose, including without limitation 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 through Prodege.
   10. Privacy and Compliance. In connection with its performance under this Agreement, Company shall comply with all applicable statutes, laws, regulations, and rules of any applicable country, state, or local jurisdiction, including those pertaining to advertising, consumer protection, intellectual property, privacy, and data protection, and including without limitation the EU’s General Data Protection Regulation (EU) 2016/679 and the California Consumer Privacy Act, as they may be amended (“Applicable Laws”). Without limiting the generality of the foregoing, the parties will work together in good faith to timely put in place any additional contract terms, including but not limited to amendments to this Agreement, that are or may become required under Applicable Laws for Prodege to perform the Services contemplated under this Agreement or any SOW. In the absence of any separate agreement governing compliance with Applicable Laws regarding privacy and security, such as a signed Data Processing Addendum (“DPA”), the parties agree that Prodege’s Service Provider Privacy Terms (the “Privacy Terms”) are hereby incorporated by reference into this Agreement and are intended to govern all applicable data exchanges between the parties. Company acknowledges and agrees that it has reviewed the Privacy Terms and will comply with Company’s applicable obligations thereunder, unless superseded by a signed DPA, or similar privacy agreement. Throughout the Term (defined below), Company shall also maintain and make readily available to Users a Privacy Policy that complies with Applicable Laws, observe and enforce its Privacy Policy in handling, storing, and transmitting all User Data, and provide written notification to Prodege upon any material change in its Privacy Policy affecting the treatment of User Data.
   11. Confidentiality. Neither party shall use the Confidential Information of the other for any purpose other than the intended use set forth herein, or as expressly set forth in an SOW. “Confidential Information” includes 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. Company shall receive and securely store all User Data and treat the same as Confidential Information of Prodege which Company will securely protect 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 also 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.
   12. 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 (i) Company’s breach of any of its covenants, representations or warranties under this Agreement; and/or (ii) infringement of any third-party intellectual property or other rights by Company.
   13. Limitation of Liability. THE SERVICES PROVIDED BY PRODEGE ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. TO THE FULLEST EXTENT OF THE LAW, PRODEGE MAKES NO WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRODEGE DOES NOT WARRANT OR GUARANTEE ACTIONS, COMPLETION RATES, OR RESPONSE RATES. THE SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. PRODEGE MAKES NO GUARANTEES AND ACCEPTS NO RESULTING LIABILITY FOR FAILURE TO MEET SCHEDULED PROJECT DELIVERY DATES. EXCEPT FOR EITHER PARTY’S BREACH OF DATA OWNERSHIP, PRIVACY AND COMPLIANCE, CONFIDENTIALITY, AND INDEMNITY 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.
   14. Relationship. The relationship of Prodege and Company shall be that of independent contractors and nothing contained herein shall be construed as creating any partnership, agency, joint venture, or other similar relationship of any kind. Neither party has the authority to bind or incur any obligation on behalf of the other party; provided, however, Prodege acts as a limited agent of Company for the sole purpose of performing the Services set forth in any SOW.
   15. Scope. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all proposals, oral and written, all negotiations, conversations, or discussions between or among the parties related to the subject matter hereof and all past dealing or industry custom. No modification, amendment, or waiver of any provision of this Agreement by Company shall be effective unless in writing and signed by Prodege. Without limiting the foregoing, no online or click-through terms, conditions, policies or documents offered by Company ("Online Terms ") shall be deemed to have modified this Agreement, notwithstanding the fact that Prodege may have affirmatively accepted such Online Terms as a condition of accessing an online service.
   16. 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 or 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 an “Account Servicer”). Notwithstanding the foregoing, Company may engage an Account Servicer if the Account Servicer independently responded to a generally publicized advertisement for employment (or similar engagement) without direction from Company, its employees or any third party acting on its behalf.
   17. 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 existence, enforceability, scope or applicability of this agreement to arbitrate, or any legal and equitable issues relating to or arising from any such dispute or claim, this Agreement or its arbitration provisions, 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, as selected by such party. 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)
   18. Term; Effect of Termination; Survival. The term of this Agreement shall commence on the effective date of the first SOW (the “Effective Date”) and shall continue until the earlier of (i) the expiration of the latest SOW; or (ii) 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, (a) all licenses granted hereunder will immediately terminate; (b) 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 (c) Company shall pay to Prodege all outstanding amounts up to and through the date of expiration or termination. All terms which by their nature should survive the Term of this Agreement shall survive, including without limitation, Sections 7-20, inclusive.
   19. 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; and (iii) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation enforceable against it in accordance with its terms. 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, including intellectual 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.
   20. Miscellaneous. (i) (i) No failure or delay by any party in exercising any right under this Agreement shall constitute a waiver of that right; (ii) 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; (iii) this Agreement will benefit and bind the parties’ successors and permitted assigns; (iv) 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; and (v) 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.

Prodege Market Research MSA
Rev. v. 3, 9/23