Terms and Conditions

Last updated: March 8, 2023

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“You,” “your,” or “Client”) and Suzy, Inc. (“Suzy,” “we,” “our,” or “us”) governing your use of Suzy’s Services. Each of Client and Suzy may be referred to herein as a “Party,” or collectively as “Parties.” Please read these Terms carefully because they constitute a binding agreement between you and Suzy. If you do not agree to these Terms, you may not use the Services. By executing an Order that references these Terms or by clicking a box indicating your acceptance of these Terms, you agree to be bound by these Terms. We have tried to make these Terms as clear as possible, but welcome your questions and feedback at: legal@suzy.com.

Suzy reserves the right to update or modify these Terms or its policies relating to the Services at any time, effective upon posting of an updated version of these Terms through Suzy’s website. You should regularly review these Terms, as your continued use of the Services after any such changes constitutes your agreement to such changes. If Suzy makes any material changes to these Terms, we will notify you of these material changes either through the Platform or via email at the address you have provided us. Your continued use of the Platform, and lack of objection ten (10) days after such changes take place indicates your acceptance of the changes.

1. Definitions. For purposes of this Agreement, the following definitions apply:

a) “Affiliate” means, with respect to a Party, any person or entity that, directly indirectly through one or more intermediaries, controls or is controlled by or is under common control with said Party.
b) "Aggregate Data” has the meaning set forth in Section 8.
c) “Authorized Users” means the individual employees, independent contractors, third-party agents, and representatives identified by Client, to which Suzy is directed to grant Platform access credentials.
d) “Client Assets” means all survey questions, photographs, concepts, products, samples, advertising, data, promotional and other materials supplied or specified by, or provided to Suzy or Members, or uploaded to the Platform by Client in connection with an Order, including but not limited to, any trademarks, service marks, trade names, or logos contained therein, collectively.
e) “Fees” means the fees set forth in each Order.
f) “License Term” means the duration of the license term set forth in an Order.
g) “Licensed IP” means the Platform, Member Data and Suzy IP, collectively.
h) “Member(s)” means the third-party individual members of the public, whom are registered with Suzy via its CrowdTap interface to participate as respondents in surveys conducted on the Platform, and all other consumers who respond to surveys initiated using Suzy’s Platform, collectively.
i) “Member Data” means any and all demographic, statistical, profile, or otherwise informative data pertaining to Members used in connection with this Agreement, regardless of the format of or time at which it is provided to or collected by Suzy.
j) “Order(s)” means a duly executed “Statement of Work(s),” “License(s),” “Purchase Order,” “Order(s),” or “Order Form(s),” each of which references and is made part of this Agreement.
k) “Platform” means Suzy’s proprietary software as a service platform and technology, including materials, templates and works contained therein and any modifications, updates, or upgrades of the same.
l) “Professional Services” means the professional market research and analytical services provided by Suzy as set forth in an applicable Order.
m) “Services” means Suzy’s provision of the Platform and Professional Services as set forth in an Order.
n) “Suzy IP” means any Suzy trademarks, service marks, logos and trade names, and Aggregate Data.
o) “Term” means the term of this Agreement.
p) “Work Product” means the Member’s responses to survey questions published by Client on the Platform, and any custom reports, research, or output data developed by Suzy for Client pursuant to an Order (excluding the Licensed IP, and any third-party materials or materials in the public domain).

2. Services. Subject to the terms of this Agreement, Suzy will provide Client with the Services and deliver the Work Product as set forth in an Order. Any requests for Services not set forth in the Order may be provided at an additional cost to Client. Suzy may introduce material changes to the Platform, provided that (i) any such material changes do not adversely affect the quality, price or function of the Platform and (ii) Suzy keeps Client informed of any such changes. Suzy will use commercially reasonable efforts to meet the deadlines set forth in each Order; provided, the parties understand and agree that Suzy will not be held liable for any delays that are the result of Client’s failure to meet Client’s deadlines set forth in an Order. Suzy will operate the Platform in accordance with the Service Levels set forth in the Service Level Agreement accessible at: https://suzy.com/trust-center (“Service Level Agreement”). Suzy acknowledges and agrees that any Affiliate of Client may enter into a separate Order under the terms of this Agreement, and each Order will represent a separate and individual contract between Suzy and the entity executing the Order.

3. Fees/Payment. Client agrees to pay Suzy the Fees specified in each Order. Except as set forth herein, all Fees are (a) non-refundable, (b) calculated based on the Services acquired for the entirety of the License Term, (c) payable in their entirety unless Suzy materially breaches this Agreement, and (d) exclusive of applicable sales tax, to the extent that such tax applies. Client agrees to reimburse Suzy for any costs and expenses identified on the Order that are reasonably incurred in providing the Services set forth in this Agreement or otherwise approved by Client in advance in writing.

Unless otherwise set forth in an Order, invoices shall be paid within forty-five (45) days of Client’s receipt of an undisputed invoice. Any additional invoices submitted by Suzy to Client for renewed License Terms pursuant to this Agreement shall be payable in accordance with the Order. In the event that any invoices are not paid when due, Suzy reserves its rights to suspend or revoke Client’s access to the Platform, and to halt the provision of the Professional Services, without liability and without limiting Suzy’s other rights hereunder, until overdue amounts are paid in full. Client agrees to reimburse Suzy for all costs (including reasonable attorneys’ fees) incurred in collecting late payments.

4. Licensed IP. Subject to Client’s compliance with the terms and restrictions set forth herein, Suzy grants Client a royalty-free, non-transferable, non-exclusive license:

a) to access and use the Platform during the applicable License Term solely for purposes of this Agreement;
b) to use the Suzy IP solely for the purposes of attribution of the Services and Work Product; and
c) to use the Member Data in perpetuity for its internal business purposes (including research and development), and for the advertising, promoting and publicizing Client and its products and services.

Client acknowledges and agrees that as between Suzy and Client, Suzy retains all right, title, and interest in and to the Licensed IP. Nothing contained herein shall constitute an assignment of such rights or grant Client any title or ownership therein. Client agrees that it will not contest Suzy’s ownership of such rights, challenge the validity of such rights, or take any action in derogation of such rights. Client shall not register the Licensed IP in any forum or in any jurisdiction and Suzy shall retain the exclusive right to apply for and obtain registrations for the Licensed IP throughout the world.

Except as expressly permitted herein, Client shall not directly or indirectly (a) use the Licensed IP or any Confidential Information of Suzy to create or enable a third party to create any software, product or service competitive to the Services; (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code or underlying ideas, algorithms or organization of the Platform; (c) copy, alter, modify, or create derivative works of the Licensed IP or any Confidential Information of Suzy, provided that Client may copy Member Data in connection with its use under the license granted above and may modify such Member Data, but only to the extent reasonably required to accommodate the channel in which it is used, as long as such modification does not distort or change the meaning of such Member Data; or (d) otherwise use the Licensed IP or any Confidential Information in any way that violates this Agreement.

In connection with the license grant in Section 4(a) above, Suzy shall issue an unlimited number of access credentials to Client’s Authorized Users, at the direction of Client. Client acknowledges and agrees that it shall be responsible for the actions of all its Authorized Users, and by such direction, consents to Suzy’s sharing of Client’s Confidential Information with Authorized Users.

5. Data and Reports. To the extent Suzy agrees to develop any Work Product for Client as set forth in the Order, Suzy hereby agrees that all such Work Product shall be deemed “works made for hire” for the benefit of Client, and without limiting the foregoing, except with respect to third-party materials within the Work Product (to the extent any are identified in the Order or at the time the Work Product is delivered to Client), hereby assigns to Client all right, title, and interest in and to such Work Product; provided that Client shall not resell such Work Product and shall provide attribution to Suzy when it re-uses such Work Product. Suzy agrees to cooperate with Client at Client’s expense to perfect the ownership of any such Work Product and hereby waives all moral or other rights in and to such Work Product once assigned to Client.

6. License from Client. Client hereby grants Suzy a royalty-free, non-transferable, non-exclusive license to use the Client Assets during the applicable License Term solely for the purposes of Suzy providing the Services hereunder. Client retains all right, title, and interest in and to the Client Assets. Nothing contained herein shall constitute an assignment of such rights or grant to Suzy any right, title or interest therein. Suzy agrees that it will not contest Client’s ownership of such rights, challenge the validity of such rights, or take any action in derogation of such rights. Suzy shall not register the Client Assets in any forum or in any jurisdiction and Client shall retain the exclusive right to apply for and obtain registrations for the Client Assets throughout the world.

7. Data Protection. The Data Processing Addendum accessible at: https://suzy.com/dpa, (“DPA”) sets forth each Parties' obligations with regards to the protection of Personal Data (as defined by the DPA) associated with the Processing (as defined by the DPA) and transfer of Personal Data under this Order, and is hereby incorporated into the terms of the Agreement by reference.

8. Aggregate Data. Notwithstanding anything in this Agreement to the contrary, Client acknowledges and hereby agrees that Suzy shall have the right to collect and aggregate certain data relating to Client’s use of the Platform, including Client questions and Member responses to Client questions (“Aggregate Data”), provided such Aggregate Data does not refer to or identify Client or any individuals. Suzy may, during and after the term of this Agreement, use Aggregate Data for any business purpose, including, without limitation, providing, analyzing, improving, supporting, and operating the Platform and the Services and generating industry benchmarks, insights, recommendations, or similar research. For the avoidance of doubt, Aggregate Data shall be deemed Suzy’s intellectual property.

9. Representations, Warranties and Covenants.

a) Mutual. Each Party represents and warrants that: (i) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (ii) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations thereunder; (iii) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (iv) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
b) Suzy. Suzy represents, warrants and covenants that: (i) the Services will be performed by qualified personnel in a workmanlike manner with the exercise of reasonable and due care in material accordance with any written specifications agreed to in the applicable Order; (ii) it owns all rights, title, and interest in and to the Licensed IP and the Work Product, or that Suzy has otherwise secured all necessary rights in the Licensed IP and Work Product to permit the access and use thereof as contemplated by this Agreement; and (iii) it shall comply with all federal, state, and local laws, rules and regulations applicable to its provision of the Services. Suzy makes no representations or warranties with respect to any Members or Member Data, except that Suzy represents that its agreements with its Members permit Suzy to perform the Services, as well as grant the applicable licenses to Client for the Member Data as set forth herein.
c) Client. Client represents, warrants and covenants that (i) Client shall strictly adhere to this Agreement, including the license and use of the Licensed IP, including but not limited to any rights and restrictions thereto; (ii) it shall not rent, sell, license, lease or otherwise commercially exploit or make available the Licensed IP to any unauthorized user or otherwise use, modify, adapt, or combine the Licensed IP in an infringing or unauthorized manner; (iii) Client Assets will comply with all applicable laws and regulations (including those applicable to its industry’s advertising practices) and will not infringe upon or otherwise violate the rights of any third party; and (iv) it shall comply with all applicable federal, state, and local laws, rules and regulations. For clarity, Client Assets will be deemed Client’s property and not Suzy’s property.

10. Indemnification.

a) Suzy. Suzy shall indemnify, defend and hold harmless Client from and against any losses, liabilities, damages or expenses, including reasonable attorneys’ fees and expenses, (collectively, a “Loss”) arising from any claim by a third party relating to: (i) the Platform infringing a valid U.S. patent (issued before the Effective Date), or any copyright, trademark or trade secret of such third party; (ii) any violation by Suzy or its subcontractors of any applicable federal, state, or local law, rule, or regulation in Suzy’s provision of the Services to Client; or (iii) any breach of Section 12 of this Agreement by Suzy or its subcontractors.

b) Client. Client shall indemnify, defend and hold harmless Suzy against any Loss arising from any claim by a third party relating to: (i) Suzy’s authorized use of Client Assets or its Confidential Information; (ii) any violation by Client of any applicable federal, state or local law, rule or regulation in performing its obligations under this Agreement or utilizing the Platform and Member Data; (iii) any breach of Section 12 of this Agreement by Client, its subcontractors, Authorized Users or clients; (iv) any use of the Services by Client not strictly in accordance with this Agreement or a relevant Order; and (v) Client’s products, samples or other materials provided to Members under this Agreement.

c) Procedure. The obligations of the indemnifying party hereunder are conditioned upon: (i) indemnified party’s delivery of written notice to the indemnifying party of any potential Loss promptly after the indemnified parties become aware of such potential Loss (provided, however, that any delay or failure to promptly notify the indemnifying party of a potential Loss shall only relieve the indemnifying party of its obligations to indemnify to the extent that the indemnifying party is materially prejudiced by such delay or failure); and (ii) reasonable and timely cooperation, information, and assistance in connection therewith. The indemnifying party will have sole control over the defense of any suit or action related to such a Loss. The indemnified party may participate in (but not control) the defense thereof at its sole cost and expense. The indemnifying party may settle a suit or action related to such Loss; however, the indemnifying party may not settle if such settlement would require a materially adverse act or admission by the indemnified party without the indemnified party’s written consent, which cannot be unreasonably withheld, conditioned, or delayed. The indemnifying party will not be liable for any settlement made without its prior written consent.

11. Limitations of Liability; Disclaimer of Warranties.

a) EXCEPT FOR ANY BREACH OF SECTION 12 (CONFIDENTIALITY) OR LIABILITIES TO THIRD PARTIES PURSUANT TO SECTION 10 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY CONCERNING THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), FOR ANY (A) INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA, LOSS OF, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, OR (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS, AND GOODWILL.

b) EXCEPT FOR ANY BREACH OF SECTION 12 (CONFIDENTIALITY) OR LIABILITIES TO THIRD PARTIES PURSUANT TO SECTION 10 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF APPLICABLE LAW OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL OF THE AMOUNTS PAID TO IT (IN THE CASE OF SUZY) OR PAID AND PAYABLE BY IT (IN THE CASE OF CLIENT) HEREUNDER DURING THE PREVIOUS TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

c) THE LIMITATIONS IN SECTIONS 11(a) AND 11(b) ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY HEREIN PROVIDED THAT SUCH LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.

d) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL SUZY BE LIABLE TO CLIENT FOR CONTENT SUPPLIED BY OR ACTIONS PERFORMED BY ANY MEMBER FOR OR WITH RESPECT TO CLIENT. CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT MEMBERS ARE NOT EMPLOYEES OF SUZY, AND THAT SUZY, WHILE CREATING, TRACKING AND MANAGING THE PLATFORM, SOLELY FACILITATES THE ENGAGEMENT OF MEMBERS FOR ACTIONS REQUESTED BY CLIENT AND DOES NOT CONTROL, MONITOR, MODERATE, SUPERVISE OR REGULATE THE ACTIVITIES OF MEMBERS. CLIENT ACKNOWLEDGES AND AGREES THAT SUZY IS IN NO WAY LIABLE FOR THE ACTS AND/OR OMISSIONS OF ANY MEMBERS, AND HEREBY RELEASES AND HOLDS SUZY HARMLESS FROM ANY AND ALL CLAIMS ARISING OUT OF ANY MEMBER’S ACTS OR OMISSIONS, REGARDLESS OF WHETHER WILLFUL OR NEGLIGENT.

e) Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF SUZY AND CLIENT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, WITH RESPECT TO ANY MATTER RELATING TO AN ORDER, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. MOREOVER, IT IS EXPRESSLY UNDERSTOOD BY CLIENT THAT SUZY DOES NOT WARRANT THAT THE PLATFORM, SERVICES OR DELIVERABLES WILL MEET CLIENT’S REQUIREMENTS OR ACHIEVE ANY SPECIFIC RESULTS; THAT TRANSMISSION OF DATA OVER THE INTERNET, OR OPERATION OF THE SERVICES OR THE PLATFORM, WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE; OR THAT ALL ERRORS WHICH MAY BE CONTAINED IN THE PLATFORM, SERVICES OR DELIVERABLES CAN OR WILL BE FIXED.

12. Confidentiality. “Confidential Information” means all information, including data, technology, prices, samples and specimens relating to the disclosing party (“Disclosing Party”) and its products, product concepts, technologies, businesses, financial, clinical or regulatory affairs, Client’s segmentation criteria, manufacturing processes or procedures or those of any third party from whom Disclosing Party receives information on a confidential basis, whether written, graphic or oral, furnished to the receiving party (“Receiving Party”) by or on behalf of Disclosing Party, either directly or indirectly, or obtained or observed by Receiving Party while performing hereunder, except information that is: (a) now in the public domain or subsequently enters the public domain without fault of Receiving Party; (b) presently known by Receiving Party from Receiving Party’s own sources as evidenced by Receiving Party’s prior written records; (c) received by Receiving Party from a third party not under any obligation to keep such information confidential; (d) independently developed by Receiving Party without access or reference to Disclosing Party’s Confidential Information; and (e) released from confidential treatment by written consent of Disclosing Party.

Except as required or necessary for the performance of Services in accordance with this Agreement, Receiving Party agrees not to disclose or use for any purpose any Confidential Information without the prior written consent of Disclosing Party, to be given or withheld in Disclosing Party’s absolute discretion. Receiving Party shall take all necessary and reasonable precautions to prevent the disclosure of Confidential Information to any unauthorized third parties. Notwithstanding the foregoing, Confidential Information may be disclosed to the extent required by applicable laws or regulations or as ordered by a court or other regulatory body having competent jurisdiction, provided that Receiving Party uses its best efforts to limit the disclosure and maintain confidentiality to the extent possible and provides reasonable prior written notice of such disclosure to Disclosing Party.

Receiving Party acknowledges that the use or disclosure of Confidential Information without Disclosing Party’s express written permission may cause Disclosing Party irreparable harm and that any material breach or threatened material breach of this Agreement by Receiving Party will entitle Disclosing Party to seek injunctive relief and reasonable attorneys’ fees, in addition to any other legal remedies available to it.

Notwithstanding anything to the contrary, Client acknowledges that if Client shares or directs Suzy to share information with Members, Suzy shall not be liable for Members’ failure to maintain the confidentiality of such information. For the purposes of this Section 12, disclosure of Personal Data to Subprocessors will be in accordance with the DPA.

13. Term and Termination; Survival.

a) Term. This Agreement shall commence upon signature by both parties and, unless earlier terminated as provided herein, shall continue until all Orders entered pursuant to this Agreement have terminated or expired.

b) Termination. This Agreement and any Order may be earlier terminated by either Party (i) if the other Party materially breaches a provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach from the other Party (10 days in the case of nonpayment by Client), or (ii) immediately upon written notice, if the other Party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other Party’s property, or the other Party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other Party and is not dismissed within 90 days, or the other Party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course.

c) Effects of Termination; Survival. If an Order is terminated early by Client pursuant to Section 13(b)(i) above, Suzy will refund to Client a pro-rata amount of any pre-paid Fees for the remaining portion of the applicable License Term. Upon expiration or termination of this Agreement, all corresponding rights, obligations and licenses of the parties shall cease, except that (i) all obligations accrued prior to the effective date of termination (including without limitation, payment obligations shall survive, (ii) the license granted in Section 4(c) of this agreement shall survive termination unless this Agreement is terminated by Suzy pursuant to Section 13(b)(ii), and (iii) the provisions of Sections 3, 8-13, 15, and 17-24 of this Agreement shall survive termination.

14. Assignment. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, successors and permitted assigns. Neither Party may assign its rights under this Agreement or an Order without the prior written consent of the other Party, which may not be unreasonably withheld. Notwithstanding the foregoing, each Party may assign or otherwise transfer this Agreement to a successor in connection with the sale of all or substantially all of its business or assets to which this Agreement relates.

15. Disputes. All claims or disputes between Client and Suzy arising from or relating to this Agreement shall be mutually resolved, if possible, through good faith mediation between the parties. In the event no resolution occurs within sixty (60) days of good faith mediation, the parties may exercise any dispute resolution mechanism available at law.

16. Force Majeure. Except as otherwise provided herein, neither Party shall be liable or deemed in default for failure to perform any duty or obligation hereunder where such failure has been caused or occasioned by any act outside of the reasonable control of that Party and occurring without its fault or negligence, including but not limited to: an act of God, fire, strike, third-party hardware or software failure, third-party misuse of websites, communication failure, theft, denial of service attacks, unauthorized destruction of or access to Suzy records and services, cyber-attacks, cyber terrorism, inevitable accidents, or war. The Party whose performance has been so interrupted shall give the other Party notice of the interruption and cause thereof and shall use every reasonable means to resume full performance as soon as possible.

17. Publicity. Client agrees that Suzy may use Client’s name and trademarks in any news release, public announcement, advertisement, client list or other form of publicity, provided Suzy obtains prior written approval from Client.

18. Notice and Delivery. Under this Agreement, if a Party is required or permitted to deliver or submit written notice to the other, such delivery shall be made on business days by email with electronic confirmation to the sender, certified mail, or by courier (e.g., Federal Express, UPS or the like) and addressed to the receiving Party as provided below, and if no such address is provided, as provided in the Order. Notice shall be deemed given upon receipt.