Agreement Regarding Disclosure of Respondent Identifiable Information

This Agreement Regarding Disclosure of Respondent Identifiable Information (this “Agreement”) is entered into by Prodege, LLC (“Prodege”) and you (“You”), as of the first date when You receive, process or otherwise interact with Respondent Identifiable Information (defined below). Prodege and You may be each individually referred to herein as a “Party” and collectively as the “Parties.” WHEREAS, You have requested that Prodege transfer, share, or otherwise provide (“Transfer”) information to You on a confidential basis revealing and/or having the potential to reveal the identity, location, email, physical address, contact information and/or other personally identifiable information or data of natural persons (“Respondent Identifiable Information” or “RII”), including, without limitation, the registered end-users of Prodege’s products and services (collectively “Respondents”) for the sole purpose (the “Purpose”) specified in any Data Transfer Riders and/or substantially similar and mutually executed or acknowledged written documents between the Parties relating to RII; and NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
  1. Prodege shall Transfer RII to You in a mutually agreeable manner.
  2. You shall use the RII solely and exclusively for the applicable Purpose.
  3. You shall not use or disclose the RII for any other purpose, including, without limitation, directly nor indirectly marketing third-party services, selling to, offering additional surveys to, nor influencing the opinions or decisions of any Respondent. You shall not contact the Respondent in any manner under any circumstances for any other purpose without Prodege’s express written prior approval in each instance.
  4. You will not disclose the RII to any person or entity, including, without limitation a parent, subsidiary, affiliate nor to any third party.
  5. You will use commercially reasonable efforts to keep the RII as secure as Your own confidential and/or protected information and will destroy (and certify the destruction of) the RII upon the completion of the research activities permitted hereunder or upon Prodege’s written request (whichever is sooner).
  6. You shall use best efforts to immediately remedy any Security Breach (defined below) and prevent any further Security Breach at Your own expense in accordance with applicable privacy rights laws, regulations and standards. You shall reimburse Prodege for actual costs incurred by Prodege in responding to, and mitigating damages caused by, any Security Breach, including all costs of notice(s) and/or remediation of the Security Breach and any attorneys’ fees and costs, government fines and penalties, and/or other related expenses. “Security Breach” means (i) any act or omission that compromises either the security, confidentiality or integrity of RII or the physical, technical, administrative or organizational safeguards put in place by You (or Your Authorized Persons) that relate to the protection of the security, confidentiality or integrity of RII, or (ii) receipt of a notice or complaint in relation to Your privacy practices or a breach or alleged breach of applicable privacy rights, laws, regulations and or standards, or of this Agreement, relating to such privacy practices.  You shall promptly (i.e. no later than two (2) business days from the occurrence of a Security Breach) inform Prodege in writing following each event of Security Breach by sending an email to legal@prodege.com providing reasonable detail concerning the Security Breach.  Prodege shall have the right, no less than once per calendar quarter, or at any time following a Security Breach, to inspect and/or audit the integrity of Your security practices, including, without limitation, seeking written policies, reports and/or on-site inspections.
  7. You shall indemnify and hold Prodege harmless from and against any and all loss, claim or liability arising out of or related to Your breach or violation of this Agreement.
  8. Payment terms relating to RII Transfers, if applicable, will be agreed to separately on a per-project-basis and held by a written agreement signed by both Parties (email terms expressly confirmed by both Parties shall be deemed acceptable).
  9. Miscellaneous Terms:
    • This Agreement shall be subject to Prodege’s Standard Terms and Conditions (https://www.prodege.com/MRterms) (“Terms”); provided that Terms may refer to another signed agreement between the Parties which expressly supersedes this Agreement. To the extent that there exist any inconsistencies between the Terms and this Agreement, this Agreement shall prevail as to all issues related to RII and Security Breaches and the Terms shall prevail with respect to all other terms unless expressly stated otherwise;
    • This Agreement shall be governed by and construed in accordance with the laws of the state of California without giving effect to that state’s principles of conflicts of laws;
    • No right or obligation hereunder shall be assigned, transferred, or delegated by You without the express prior written consent of Prodege, which consent may be withheld or delayed in Prodege’s sole discretion. Prodege may assign, transfer or delegate any or all of its rights and/or obligations hereunder without Your consent;
    • This Agreement shall be binding upon the Parties, their successors and permitted assigns as well as any person or entity to which You disclose any of the RII, regardless of whether such disclosure was in violation of this Agreement;
    • This Agreement may not be amended or modified except by written agreement executed by both Parties hereto;
    • Each Party represents and warrants that its obligations hereunder will not (i) conflict with or violate (a) such Party’s organizational documents, Articles of Organization or By-laws; or (b) provisions of any law, regulation, decree, demand or order to which it is subject; or (c) conflict with or result in a breach of or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any of the terms, conditions or provisions of any understanding, agreement or instrument to which it is Party or by which it is bound or any order or decree applicable to it, or result in the creation or imposition of any lien on any of its assets or property;
    • If any provision contained in the Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision shall be severed and replaced with a new provision that most closely reflects the real intention of the Parties; and the remaining provisions of the Agreement shall remain in full force and effect.