Terms of Service

Terms & Conditions of Service

Effective Date: 08/05/2022

Welcome

Welcome to Emporia, a platform connecting Respondents to Clients seeking their insight. The Emporia website and interactive properties through which the service is delivered (collectively, the “Service”) are owned, operated, and distributed by Emporia Learning Inc., a Delaware corporation (referred to in these Terms of Service as “Emporia” or in possessive use, such as through “we,” “us,” “our,” etc.). By accessing any part of the Service, you are agreeing to the Terms of Service described below, the terms of our privacy policy, and other legal notices published by Emporia on the Service (collectively, the “Governing Documents”). Please carefully read this Agreement to ensure your full understanding of Emporia’s policies. If you do not understand the Agreement or do not accept any part of it, then you may not use or access any part of the Service. These Terms of Service apply to anyone who accesses the Service, including unregistered people who view data via the Service and Users who have registered as members of Emporia.

At the sole discretion of Emporia, we may modify the Terms of Service at any time without notification. By accessing the Service after such modifications, you thereby agree to any updates or changes. Material changes to Terms of Service will be posted on the site reflecting the new updates and effective date.
BY USING THE SERVICE, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS WITHIN AND OUR PRIVACY POLICY INCORPORATED HEREIN BY REFERENCE.
Description of Service
1. The Emporia Service provides current and prospective users the following:
  1. Clients gain access to respondents that are interested in various research studies
  2. Clients can access basic metadata about their respondents
  3. Respondents may participate in research studies and receive rewards for said participation
2. Users are individuals who access the Service in any manner.
3. We reserve the right to refuse to provide the Service to any person, for any reason, and/or to discontinue the Service in whole or in part, at any time, with or without prior notice.
Copyright
1. All custom graphics, icons, logos, and service names used in conjunction with the Service are registered or unregistered trademarks or service marks of Emporia. All other trademarks or service marks on the Service are the property of their respective owners. The contents of the Service in its entirety are protected by international copyright and trademark laws amongst other proprietary rights.
2. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SERVICE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE WITHOUT THE EXPRESS WRITTEN CONSENT OF EMPORIA.
3. Nothing in these Terms grants any right or license to use third party trademarks or any of Emporia’s trademarks, service marks, and logos, extending to include the company names of Emporia or its Affiliates.
4. Emporia will not tolerate violations of intellectual property rights on the Service. If you are a copyright owner and believe that any User Submission (as defined in User Submissions, see below) or any other content infringes upon your copyrights, please submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”). To provide Emporia notice of an infringement, you must send a written e-mail communication with the subject line “DMCA Infringement Notification Dept.” to support@emporiaapp.com explaining the information specified by the DMCA (see http://www.copyright.gov/title17/92chap5.html#512). You may be liable for damages (including costs and attorneys' fees) if you materially misrepresent an activity that is infringing upon your copyright.
Fees & Payment
1. Emporia reserves the right to change any fees or charges for using the Service (or to begin charging fees for any free service) at any time, provided that such changes will not apply to fees or charges paid or free services used prior to the time of the change.
Rules Applying to All Users
1. Emporia is a community of respondents and clients. When you sign up for the Service, you agree to the following rules:
  1. You will use the Service only for lawful purposes and agree to not use the Service in any way that will violate or infringe upon the use or rights of any other User;
  2. Your use of the Service is subject to all applicable laws and regulations and you are solely responsible for the substance of your communications through the Service;
  3. You have not been convicted of, plead guilty to, or admitted committing a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.);
  4. You have not been subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization, such as the U.S. Securities and Exchange Commission (SEC), the Financial Conduct Authority (FCA), the Securities and Futures Commission (SFC) or Financial Industry Regulatory Authority (FINRA), relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices;
  5. You have not been named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO.
  6. You represent and warrant to Emporia that you will at all times conduct yourself in a professional manner and in compliance with all applicable laws;
  7. You assume full responsibility for the content of the Service offered;
  8. You agree that you will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  9. You will not share content from the Service with anyone who is not properly licensed to access the content;
  10. You will not upload, share, post, distribute or otherwise partake in any behavior that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
  11. You will not partake in any behavior that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  12. You will not share software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
  13. You will not impersonate any person or entity, including, but not limited to, any Emporia employees or representatives, other Users of the Service, or any individuals or entities not using the Service;
  14. You will not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all parts of the Service may be available to you or other authorized Users of the Service. You shall not interfere with anyone else’s use and enjoyment of the Service. Users who violate systems or network security may incur criminal or civil liability;
  15. If you are using the Service on behalf of a company or organization, you represent that you have the authority to act on behalf of that entity, and that such entity accepts these Terms of Service;
  16. You may not use any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy any content or data on or related to the Service unless authorized by Emporia in writing. You may not engage in practices of “screen scraping,” “database scraping” or any other practice or activity where the purpose is to obtain lists of Users, portions of a database, or other lists or information from the Service, in any manner and any quantities not authorized by Emporia in writing. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Emporia or its affiliates without express written consent. You may not use meta tags or any other “hidden text” utilizing the Emporia name or trademarks without the express written consent of Emporia;
  17. You agree to adhere to all regulations imposed by the U.S. Securities and Exchange Commission (SEC), including with respect to any Material Non-public Information (or MNPI). Disclosure and use of MNPI in making an investment may result in criminal or civil liability, or both, for you. As such, by agreeing to these Terms, Respondents (a) acknowledge that the disclosure to Clients of MNPI (even if not the subject of the interaction between the you and the Client arranged through the Emporia Platform) may cause significant disruption and damage to Clients, (b) agree not to disclose under any circumstances any MNPI regarding publicly listed companies, including from any companies or organizations that you have currently or have had previous affiliations, to Clients;
Rules Applying to Respondents
1. To participate in studies on Emporia, you agree to the following:
  1. Emporia is granted the right to associate advertisements with your profile at our sole discretion;
  2. You will not submit content to Emporia that violates the Emporia Community Guidelines, which are subject to updates.
  3. During and after the term of this Agreement:
    1. Respondent will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Respondent will not use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Consultation on behalf of the Client, or disclose the Confidential Information to any third party without the prior written consent of Client, except that Respondent may disclose Confidential Information to any third party on a need-to-know basis for the purposes of Respondent performing the Services; provided, however, that such third party is subject to written confidentiality, non-use and non-disclosure obligations at least as protective of Client and the Confidential Information.
    2. Respondent agrees that no ownership of Confidential Information shall be conveyed to the Respondent by virtue of this agreement or the performance hereof. Respondent shall destroy all Confidential Information held by Respondent on the earlier of the conclusion of a Consultation or the request of Emporia or Client.
    3. Respondent acknowledges that it would be impossible for Client to maintain its business or to provide Confidential Information to Respondent if Respondent were to use such information for purposes other than solely to provide Services to Client, or appropriate Client’s goodwill, or utilize non-public information acquired from Client so as to compete with Client.
    4. Therefore, in consideration of Respondent’s engagement by Client hereunder, Respondent covenants that, for a period of one (1) year following conclusion of a Consultation, Respondent shall not, whether as a business owner, employee, consultant or otherwise, utilize non-public information obtained from Client to engage in any business or activity in direct competition with Client’s business activities. Respondent further acknowledges that monetary damages may be inadequate to rectify any breach of this. Respondent agrees that, in addition to any other remedies that may be available to Emporia and Client, Emporia and Client will be entitled to seek injunctive relief against the threatened breach of these Terms or the continuation of any such breach, without the necessity of proving actual damages.
Rules Applying to Clients
1. Upon engaging a Respondent with Emporia, you agree to the following:
  1. You will accept these Terms of Service when you start a consultation,
  2. You will not take any actions to interfere with the Respondent or any other Clients on the platform.
Waiver of Liability
1. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE EMPORIA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “EMPORIA PARTIES”), FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO YOUR PARTICIPATION IN ANY EVENT. EMPORIA DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH INFORMATION BY YOU OR ANY OTHER USER TO THE SERVICE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS. YOU AGREE, UNDERSTAND, AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS.
2. If applicable, you waive California Civil Code Section 1542, stating, in relevant part: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Reserved Rights
1. Emporia reserves the following rights:
  1. To make changes to the Emporia Service without notice or liability;
  2. To terminate or suspend memberships, accounts, payments, or other affiliations with the Service at any time and for any reason;
    1. We can change our eligibility criteria at any time. If these things are prohibited by law where you live, then we revoke your right to use Emporia in that jurisdiction.
  3. To cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations;
  4. To remove a Client or Respondent from the Service at any time, for any reason, without prior notice;
  5. To stop Clients from booking a specific Respondent, at any time and for any reason;
Warranties & Disclaimers
1. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT
  1. THE SERVICE WILL MEET YOUR REQUIREMENTS,
  2. THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
  3. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR
2. THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE SERVICE AND ANY OF THE CONTENT OR FEATURES INCLUDED THEREIN, INCLUDING THE PRICES AND ACCESS RULES FOR ANY FUNCTIONALITY, AT ANY TIME WITHOUT NOTICE. THE CONTENT INCLUDED ON THE SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT.
3. ANY INFORMATION OBTAINED THROUGH USE OF THE SERVICE IS DELIVERED TO YOU FOR YOUR USE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM EMPORIA’S PROVISION OF, OR FAILURE TO PROVIDE, SUCH.
4. THE USE OF THE SERVICE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICE.
5. You understand and agree that temporary interruptions of the Service may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Service, and therefore, delays and disruption of other network transmissions are completely beyond our control.
6. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
1. IN NO EVENT SHALL EMPORIA OR OTHER EMPORIA PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SERVICE.
2. IN NO EVENT SHALL THE TOTAL LIABILITY OF EMPORIA TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM YOUR USE OF THE SERVICE EXCEED, IN THE AGGREGATE, THE LESSER OF $100 OR ANY SUBSCRIPTION FEES PAID BY YOU TO EMPORIA DURING THE TWELVE (12) MONTHS PRECEDING ANY SUCH CLAIM.
3. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Indemnification
1. Users agree to defend, indemnify, and hold Emporia and the other Emporia Parties harmless from all liabilities, claims, damages, costs, and expenses, including reasonable attorneys’ fees, that arise from
  1. Use or misuse of the Service,
  2. Violation of these Terms of Service or any of the other Governing Documents,
  3. Violation of any laws or regulations,
  4. Any misrepresentation made by you, or
  5. A breach of any representations and warranties you have made to us. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
Miscellaneous
1. You agree that the Service is based solely in Pennsylvania and shall not give rise to personal jurisdiction over Emporia, either specific or general, in jurisdictions other than Pennsylvania. These Terms of Service, together with the Privacy Policy and the other Governing Documents, shall all be governed and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without regard to conflicts of law principles. You agree that any legal action or proceeding between Emporia and you for any purpose concerning these Terms of Service, the Privacy Policy, the other Governing Documents or your use of the Service shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Philadelphia, Pennsylvania.
2. Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
3. You and Emporia agree that any controversy or claim arising out of or relating to the Terms of Service shall be finally settled by arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator(s) may be entered in any court with jurisdiction (those rules are deemed to be incorporated by reference into this section). Our arbitration will be handled in Philadelphia, Pennsylvania by a sole arbitrator chosen by Emporia and run in accordance with the rules applicable in the Commonwealth of Pennsylvania. Any arbitration under the Terms of Service will take place on an individual basis: class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms of Service, you and Emporia are each waiving the right to trial by jury or to participate in a class action. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator.
4. We control and operate our Service from the United States and we make no representations or warranties that the information or services provided through our Service are appropriate for access or use in other jurisdictions. You are not permitted to access or use our Service in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of our Service to any person, geographic area, or jurisdiction, at any time and in our sole and absolute discretion.
5. These Terms of Service, together with the Privacy Policy and the other Governing Documents, constitute the entire agreement between you and Emporia concerning the Service and the services provided by Emporia. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. Emporia’s failure to insist upon or enforce strict performance of any provision of these Terms of Service or any of the other Governing Documents shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Service. Emporia may assign its rights and duties under these Terms of Service or any of the other Governing Documents to any party at any time without notice to you. Most communication between Emporia and you will be sent and received electronically. You agree that all electronic communication between Emporia and you shall satisfy any legal requirements that such communications be in writing.

Emporia Learning Inc. reserves all rights not expressly granted herein.