The Client

For the purposes of this document “The Client’ refers to the company commissioning the project with Sago [“The Company”].

Booking Procedure

On verbal or written confirmation by The Client, The Company will send, by email, a confirmation letter and ‘Confirmation Details’ form to The Client delineating the data collection services commissioned [the “Services”].  Any discrepancies should be addressed immediately to the Client’s contact point/account manager.

Invoicing and Payment

1. Invoices will be billed to The Client and settled in the currency of the quotation. The Client will be liable for settlement for the Services unless otherwise agreed in writing at the time of confirmation.
2. Under special circumstances, The Company reserves the right to demand payment from The Client of up to 100% of total projected costs in advance of the booking.
3. Sago standard invoice policy is 50% of the total project value upon award & the balance at the completion of the project, with Sago’s standard payment terms of NET 30 days or per client agreement.
4. For projects of less than 10,000 USD/Euros, the Client will be invoiced 100% of the total value of the project on completion of the project, with Sago’s standard payment terms of NET 30 days or per client agreement.
5. The Company reserves the right to cancel any discounts and/or rebates granted for particular Services if payment of an invoice is not made on time.
6. Value-Added Tax (where applicable) – VAT is charged to European Clients if they are invoiced from the company entity in the same EU country; some local exceptions apply. For Clients outside Europe, VAT is only charged on venue rental without additional Services. Services are deemed to be performed within the Company and not exported.
7. Proposals will specify the currency in which prices are quoted. If a project spans multiple countries and/or invoicing is in a different currency than the quote, the pricing may be revised in the event of currency fluctuations exceeding ±10%.

Collection

In the event that The Client’s account is not paid in accordance with these payment terms by the due date, The Company shall be entitled to charge interest measured from the due date in the amount of 1% per month until the account is paid in full.

In the event that The Client’s account is in default and placed for collection, it is agreed that The Company will be entitled to collect all costs of collection, including reasonable attorney’s fees.

Unless otherwise agreed in writing between The Client and The Company,

• any dispute regarding any project governed by these terms and conditions shall be interpreted by the laws of the State of New Jersey.
• any legal action or proceeding filed in connection with any project governed by these terms and conditions shall be filed in the Superior Court of New Jersey, venue in Middlesex County.

Facility Rental Inclusions

Facility rental costs include a Customer Service Representative (CSR), digital/Mp3 audio recordings, and a high-speed internet connection. Suites (conference room and viewing room) are available one hour before the start time of the first session and one hour after the last session’s end time unless otherwise arranged. Access to the study site outside the agreed hours may be subject to an additional hourly fee.

Study Specifications

Proposed costs are based on the Client’s specifications. Once the offer has been accepted, new indications may lead to additional costs. The Client may need to request cost revisions from The Company as more details become available post-confirmation. A typical example of when a cost review should be requested mid-project would be as exact translation, interpretation, and transcription requirements are finalized.

Project Minimum

For Qualitative Studies, to cover costs, Sago maintains a project minimum of $1,500. This excludes participant compensation. Should a project be canceled, or the scope of work change after the study has been launched, the project minimum will apply. For projects where original quotas are reduced, project minimum will also apply.

Testing Products

For studies involving the testing of consumer or medical products, the Client commits themselves to providing products or materials or goods that are fit for purpose, do not pose a risk of harm to persons or property, and meet all regulatory and legal requirements. The client must provide the Company with appropriate instructions and warnings regarding handling use, storage, preservation, safekeeping/security, and how the return or the disposal of products or goods will be managed at project or work completion.

The Client is fully responsible for all damage or injury to researchers or respondents caused by materials or products they have provided to the Company for research purposes unless the researcher or respondent failed to follow the care instructions provided by the Client.

Agents and Contractors

Services may be sub-contracted by The Company, as required.

Cancellation and Postponement

In the event that a project is postponed or canceled once the project date is confirmed, it is necessary to invoice The Client. Charges will vary depending on location and partner and can impact all Services, including facility, recruiting, moderation, incentives, interpretation, translation, management fees, catering, and technology services. If the Services are postponed, then charges may also vary depending on location and partner and may include rescheduling fees.

We maintain careful procedures to ensure that recruited respondents honor their commitment to attend your project. We respectfully request that the recruited respondents be treated fairly in the event that they must be canceled due to The Client’s change in specifications (i.e. date, venue, qualifying criteria, tech issues during interview, or other reasons). If canceling or rescheduling respondents, additional fees will be applied.

If a study is cancelled, The Client will be charged full facility rental for the original project date, unless we are able to resell the space for the original date.

If a study is postponed, The Client will be charged full facility rental for the original project date as well as for the new project date, unless we are able to resell the space for the original date.

The Client will be charged 100% of recruiting costs incurred to date. In the event of a postponement, a recontact fee per respondent may apply. Additionally, clients will be charged for the recruitment of respondents to replace those unable to attend the new date.

Should a recruited respondent be cancelled within two business days of the study, they are to be paid the honorarium promised to them.

While we will make every possible effort to cancel or reschedule services ordered for a project, we reserve the right to charge for the following expenses should they be unavoidable:

• Food and Beverage
• Equipment Rental
• Project Management
• Managed Services (e.g. translator, moderator, videographer, platform services)

Confidentiality

Confidential Information includes any business, technical, financial, or other proprietary data related to the Client, the Company, their employees, processes, concepts, panel members, or respondents. Such information may be disclosed or accessed intentionally or inadvertently during their contractual relationship, in any form (written, oral, visual, etc.).

Confidential Information excludes information that is publicly available or already known without breaching any confidentiality obligations.

Both parties must safeguard Confidential Information with the same level of care as their own highly confidential data, ensuring it is only used for purposes aligned with their agreement. Disclosure is limited to employees who require access.

Each party is responsible for ensuring its employees comply with confidentiality obligations and must not attempt to uncover the other party’s confidential materials. Additionally, the Company may not reference the Client for commercial purposes without permission.

Confidential Information remains the property of the disclosing party, with no rights or licenses granted beyond the agreed services. Market study participants must sign a non-disclosure agreement to protect the Client’s Confidential Information.

Should a Receiving Party be requested to disclose Confidential Information of the Disclosing Party by a lawful judicial or governmental order or other legal compulsion, such Receiving Party shall immediately notify the Disclosing Party to permit the Disclosing Party to defend against any such order of disclosure, and the Receiving Party shall assist in such defense, at the Disclosing Party’s expense, to the extent permitted by law.

Should a Receiving Party be required under this Agreement to disclose Confidential Information of the Disclosing Party to third parties (other than disclosures by lawful, judicial or governmental order or other legal compulsion), the Receiving Party shall ensure that such third parties accept and abide by these duties of confidentiality and nondisclosure with respect to Confidential Information. This Section shall also apply to Confidential Information disclosed in connection with proposed services that are intended to be covered by this Agreement.

Privacy and Data Protection

Compliance with laws: Personal Data from respondents are seen, collected, and shared on the basis of these T&Cs and in accordance with applicable Data Protection and Market Research regulations (such as CCPA, GDPR, national Data Protection laws, ESOMAR, EphMRA, French ASOCS & SYNTEC, German ADM & ASI & BVM & DGOF, UK MR&S, Spanish AEDEMO). The Parties shall not sell any Personal Data in connection with the Services rendered by the Company to The Client pursuant to the T&Cs.

No information regarding respondent personal information may be collected by The Client (“PII”). This includes, but is not limited to respondent’s name, contact information (email, phone, fax, street address, etc.) without written notice and approval from The Company.

Sago Data Ownership

Definition: Refers to data generated, collected, and maintained by Sago for its operations, including internal records, employee information, proprietary research, and business analytics.

• Qualitative Workflow
  • Sago panelist data
  • Screener and pre-screener data, including metadata
  • Data collected before/after the research event in our platforms or at our facilities
• Internal Workflow
  • Anonymized metadata about our client studies inside our operational systems (study type, price, length, etc)
  • Anonymized metadata about our employees, suppliers, and their interactions with our systems and processes

Client Data Ownership

Definition: Involves data collected by clients (who commissioned the research with Sago)

• Qualitative Workflow
  • Data the client collects during the research event (focus group, video interviews) for paid completes

Division of responsibilities (where applicable in EU):

• For studies based on The Client’s list, The Client is the Data Controller, and The Company is the Data Processor of the study.
• For studies based on The Company’s internal panel (and eventual external recruitment), The Client is the Data Controller of the study, The Company is the Data Controller of the recruitment and the Data Processor of the fieldwork.
• Anyway, The Company is the Data Controller of the incentive.

Data Controller’s rights and obligations:

• Ensure compliance with data protection laws.
• Implement security measures under Article 32(1) GDPR.
• Provide clear, documented instructions on handling personal data.
• Avoid collecting sensitive data unless essential to the research.
• Maintain respondent anonymity and prevent identification through data combinations.
• Notify and support the Processor in case of irregularities or claims.

Data Processor’s rights and obligations:

• Adhere to applicable data protection and confidentiality regulations.
• Train employees and ensure compliance.
• Implement appropriate security measures based on risks.
• Process data strictly under Controller’s instructions.
• Notify the Controller of regulatory conflicts or security breaches.
• Support the Controller in responding to claims and fulfilling subject rights.
• Delete study data within specified timeframes unless instructed otherwise.

Data Transfer to the Client (where applicable in EU):

• Market research ethics and regulations apply.
• Care must be taken to maintain respondent anonymity.
• Personal data may not be repurposed beyond market research.
• Contact with respondents requires prior Company approval.
• Processing outside the EU requires consent and GDPR safeguards.
• Clients must delete personal data after prescribed timeframes unless legally required otherwise.
• The Personal Data will be processed in the EU. Any processing or sub-processing done in a third country to EU/EEC requires the consent of the data subjects and may only be carried out on the basis of an adequacy decision or subject to appropriate safeguards, in compliance with GDPR articles 45 and 46.
• In application of the minimization principle from the GDPR (European and UK versions), the Client undertakes not to retain the personal data of participants received from the Company for longer than is necessary to carry out the market research. Unless there is a legal obligation or legitimate interest to the contrary, the Client must delete respondents’ personal data after a maximum of 12 months from the date of receipt, in accordance with the standard period recommended by ISO 20252. In the event of a secondary transfer of personal data by the Client to the study Sponsor, the latter must not retain the personal data thus received for more than 3 months from receipt.

Observer obligations (where applicable in EU):

Respondents are to remain anonymous at all times. Therefore, The Client may observe an interview if they agree to the following conditions;

• on The Client’s own, no video or audio or written recordings can be made, no photographs can be taken;
• respondent’s anonymity can’t be revoked and The Client won’t try to identify them, e.g. looking for information on a social network;
• observation must be stopped if The Client is able to identify any respondent;
• information gained during the study can only be used by The Client for research purposes and only to pursue the aims of the study.

Recruitment on the basis of a Client’s list (where applicable in EU):

• The Client may make addresses available to the Company in order to use these addresses for recruitment purposes as bound by instructions. If the Client remains the controller with respect to the data subjects in terms of their contact details, the requirement of anonymity still applies: the Client is not supposed to know who, from their list, participated in the study.
• When addresses are transmitted, the provisions of the EU-UK-GDPR and, where applicable, other national provisions, must be observed. Participants on the list must have previously agreed for the sharing of their contact details with a MR agency.
• Providing information about double entries or untraceable addresses by name is only permissible if it is restricted to this fact and the main purpose of the contract is not to clean up the address database maintained by The Client (in which case it would not be for the purpose of research).

Anti-Corruption

The Company has a zero-tolerance Anticorruption & Bribery Policy.  We are committed to conducting business professionally, ethically, transparently and with integrity in all our interactions worldwide.  Our policy outlines acceptable and non-acceptable behaviors to ensure compliance with all obligations under national, local and international anti-corruption regulations. This level of requirement applies to any representative of the Company (facilities, owners, directors, employees, and subcontractors).

We also expect The Client to not act in a manner that may result in the violation of any such Anti-Bribery Legislation. We would promptly inform The Client upon becoming aware of any violation of such Legislation in connection with the performance of the Services or if we have any information that causes it to suspect such a violation.

In the event of a material breach of the provisions of the Policy, or of Anti-Bribery Legislation, each party is entitled to terminate their agreement by written notice given with immediate effect.

An alert system is also available to the Company business partners on the website www.sago.besignal.com. It allows, in a confidential framework, to report any breach of the present clause as well as of the Group’s Ethics Charter.

Insurance

1. The Client shall effect to maintain public liability insurance to a minimum cover of $2,000,000.
2. The Client shall not do anything that might render void The Company insurance policy.

Limitation of Liability

1. The Company shall not be liable for loss under any circumstances which include, but not exclusively, failure of electrical supply or other utilities, leakage of water, adverse weather conditions, industrial action, terrorism or any other reason beyond the control of The Company which may cause the Services to be cancelled or interrupted.
2. If The Company is in breach of its obligations for any reason or terminates a confirmed booking of Services, The Company’s only liability is to return any advanced payments received for Services.

Indemnity

The Client shall indemnify The Company against any losses, damages, claims and expenses incurred in respect of the following, to the extent not caused as a direct result of the negligence of The Company or its employees:  Death or personal injury; Damage to the venue or any part of it; Damage to, loss or theft of any property.

General Terms and Conditions

With confirmation of Services, The Client agrees to our general terms and conditions on our website.

Bid Expiration

The bid for Services is valid for 90 days from the date provided.

Introduction

Please read these Terms and Conditions (“Terms”) very carefully before registering to use Methodify as a customer. By visiting www.getmethodify.com (the “Website”), you accept these Terms. These Terms constitute a binding agreement) between you (“you” or “Customer”) and Methodify for the use of Methodify’s services, software, information, text, graphics, photos or other material uploaded, downloaded or appearing as Methodify’s services provided through the Website or elsewhere (the “Services”). If you do not agree with the Terms, you may not use Methodify’s Service or Website.

In particular, these Terms govern the conditions under which you may access and/or use Methodify’s Services over the Website, whether such use is over the Internet or mobile or wireless access.

The Services are governed, in part, by a separate contract between you and Methodify (the “Survey Contract”). However, these Terms are in addition to those contained in that separate contract.

The Terms exempt Methodify and other persons from liability or limit their liability and contain other important provisions that you should read. When you use the Website, you should check the date of the Terms and review any changes since the last time you visited. The Website and the Service are always evolving and may be modified with reasonable notice. If you have any questions about these Terms, the Website, the Services, or Methodify, please email us at methodify.support@sago.com.

The Service – Survey Creation and Reports

The Services allow you to create customized methods and obtain results from a panel source (the “Panelists”). By using the Services, you acknowledge and agree that Methodify does not guarantee participation rates and survey completion time, and that participation rates may vary drastically depending on sample size and target audience.

Methodify shall bear no liability if the survey completion time is longer than promised on the site before purchase. Once your method test has been configured and purchased, you will not be able to make any further modifications (e.g. survey definition, filters, images, etc.) nor cancel your purchase. The results of your method test will be accessible directly on the Website and export capabilities in several formats will be available. Methodify results are stored on the Website and will remain accessible until you remove your account.

Notwithstanding the foregoing, Methodify reserves the right to reject or remove any method test at any time, where Methodify has reasonable grounds to believe that the content of a method test does not comply with the Terms or any applicable legislation or regulation, or after a period of two years after your method test has been posted on the Website.

Changes to Services, Information and Fees

Methodify endeavors to provide current and accurate information on the Website. Nevertheless, misprints or other errors may occur. Accordingly, Methodify reserves the right to change the prices, fees, and charges regarding the services available through the Website at any time and from time to time without any notice or liability to you or any other person. Also, Methodify cannot guarantee that the products or services advertised on the Website will be available when purchased or at any relevant time. Accordingly, Methodify reserves the right at any time to reject, correct, cancel, or terminate any order. If you order products or services for which the fee was incorrectly displayed, Methodify will provide you with an opportunity to cancel your request for such products or services. If you order products or services that are not available, Methodify will notify you by email and the purchase price you actually paid will be refunded to you. Methodify reserves the right to refuse to accept any request for products or services, notwithstanding any course of dealing between Methodify and you in the past.

Your online request for products or services delivered over the Website constitutes your request to engage Methodify to supply those products or services. Your request for products or services shall be deemed to be accepted only if and when Methodify actually carries out your instructions. If you wish to cancel a request for products or services, you may request a cancellation by sending an email to a Methodify representative. However, Methodify may not receive and process your cancellation request before it accepts and processes your request for products or services, in which case your cancellation request may not be effective.

Client Registration and Account

To use the Services, you must be registered on the Website and have an individual account, including a login and a password created for you. You represent and warrant that all information that you have provided in your account is current, complete, and accurate. You are solely responsible for the use of your login and password. You agree to keep your login information and password private and to notify Methodify at once of any unauthorized account activity you may be aware of. The Services is a single-user service; multiple logins and passwords are prohibited. Should you share your login with another party, you remain liable to Methodify for all of your account’s activity, regardless of the person using your account. Methodify reserves the right to suspend or terminate your account or future use of the Services at any time, where Methodify has reasonable grounds to believe that your use of the Services does not comply with the Terms or any applicable legislation or regulation, or that your identification data are not true or accurate or are being accessed by unauthorized persons.

Methodify recommends that you keep track of your method test results, as Methodify reserves the right to deactivate your account as outlined in these Terms. Methodify is not responsible for the deletion of any data that is in your account. You acknowledge that you are responsible for your account and all activities occurring in connection with the use of your account, whether or not you have authorized such activities.

Payment

The price of the Services shall be the fee quoted by your sales representative and contained in the Survey Contract.

The Services must be purchased before the method test is delivered. When you pay for your method test by credit card, you hereby represent and warrant that the credit card information provided is correct, and you shall promptly notify Methodify of any changes to such credit card information. You acknowledge and agree that if your credit card payment cannot be processed for any reason, Methodify may suspend or cancel your account and may suspend or cancel any pending method tests.

You are responsible for all charges associated with your use of the Service as notified in your account, and you agree to pay all such charges, including any applicable taxes, at the rates effective at the time they are incurred. Methodify may change such fees at any time and in its sole discretion, provided that any such change shall become effective at the end of the current term of your subscription.

Prohibited Uses

Customer hereby agrees not to access and/or use the Website or the Services: (i) to send any unsolicited email or any commercial message or invitation; (ii) to request, collect, store and/or disclose personally identifiable data from survey respondents or to violate any applicable privacy law; (iii) to communicate any message or material that is deemed harmful, abusive, harassing, threatening, indecent, obscene, racially, ethnically or otherwise objectionable, hateful, tortuous, libelous, defamatory, slanderous or otherwise unlawful; (iv) in a manner which infringes any patent, trademark, copyright or other intellectual property rights of any third party; (v) in a manner which violates any applicable laws, rules and regulations; or (vi) in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any applicable law or regulation. Although Methodify is not responsible for any such content or communications, Methodify reserves the right to take any action it deems necessary or appropriate in its sole discretion with respect to any such content or communications of which Methodify may become aware at any time and without notice to Customer. Customer further acknowledges and agrees as follows:

• Methodify does not control the Customer Content and makes no representation or warranty regarding its accuracy, integrity, or quality. All Customer Content is reviewed by Methodify but Methodify does not alter, edit or modify Customer Content. Methodify retains the right to reject any Customer Content deemed to be inappropriate. For the purposes of these terms, “Customer Content” means any audio, images, video, written copy, and/or any other interactive materials provided by the customer, including apps and websites.
• Customer may not modify, edit, copy, reproduce, create derivative works of, enhance, reverse engineer, decompile, alter, duplicate, or otherwise attempt to decipher any code in connection with the Services or any other aspect of Methodify’s technology.
• Customer shall not upload, post, email, distribute, communicate, transmit, or otherwise make available any viruses or similar malicious software that may damage the operation of a computer or the Services.
• Customer shall not use or present the method test results in a misleading or illegal manner, or in any manner which could have an adverse effect on the reputation or goodwill of Methodify. Methodify reserves the right to publish a correction in the event of such misleading or illegal presentation of the method test results.
• Method test results cannot be used in connection with any dispute resolution, litigation, arbitration or other legal proceeding of any nature (“Litigation Purposes”). Customer must ensure that whenever the research findings are communicated to clients, customers, employees, survey respondents or otherwise published, Methodify is credited for all research as “research conducted using Methodify”.
• Customer may not assign, transfer, resell, distribute or otherwise use the Services except as agreed herein.
• Customer shall not access and/or use Methodify or the Website or Services in any manner that could damage, disable, overburden, impair, or otherwise interfere with or disrupt the Website, the Services, or any networks or security systems of Methodify. You acknowledge and agree that any violation of any of the foregoing will constitute a material breach of these Terms. In such event, Methodify may, in addition to any and all applicable legal and equitable remedies against you, (i) disable your account and your access to the Website and the Services hereunder; and (ii) recover from you any losses, damages, costs or expenses incurred by Methodify resulting from or arising out of your non-compliance. You further acknowledge and agree that Methodify may cooperate with any governmental authority in connection with any investigation into your use of Methodify, including use in contravention of applicable laws, and may, in accordance with applicable laws, disclose any Customer Content, and any other information pertaining to you or to your use of Methodify, to such governmental authority in connection with any such investigation.

Intellectual Property Rights

As between Customer and Methodify, Customer shall own all rights, titles, and interests in and to any Customer Content. During the term of your use, you grant Methodify a limited, non-exclusive, royalty-free license to host the Customer Content solely for all reasonable and necessary purposes contemplated by these Terms. These Terms do not transfer or convey to Methodify or any third party any right, title, or interest in or to the Customer Content or any associated intellectual property rights, but only a limited right of use revocable in accordance with these Terms. Methodify or its service providers, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (the “Methodify Parties”), shall remain the sole and exclusive owners of all intellectual property rights, including without limitation all patents, trademarks, service marks, copyright, database, software, and know-how in and to the Website, the Services and any content therein (the “Materials”). You will not acquire any right, title, or interest in or to the Materials except as expressly outlined in these Terms. Methodify grants you a personal, non-exclusive, non-transferable, and revocable right to use the Materials for the sole purpose of using the Services in accordance with the terms of these Terms. The Materials may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Methodify or its licensors.

The Website contains content specifically provided by Methodify and such content is protected by Canadian and international copyright, trademark, and other laws.

Methodify and the Methodify logo are registered and unregistered trademarks and trade names owned by Methodify. Other product and company names and logos appearing on the Website may be registered or unregistered trademarks, trademarks, and service marks of their respective owners.

Any use, including reproduction, of the tradenames, trademarks, service-marks, and logos displayed on the Website (collectively, the “Marks”), except as expressly provided in these Terms, is strictly prohibited. Nothing appearing on the Website or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the Website.

Confidentiality/Privacy

All information you provide to Methodify is subject to Sago’s Privacy Policy which governs the collection, use and disclosure of personally identifiable information and constitutes a binding agreement between you and Methodify.

The professional ethics and codes of national and international market research associations bind all companies that perform market research.

Despite the care taken by everyone involved to provide the Client with anonymized research data, individual responses or statements from participants, as well as linking several responses from a participant, could make it possible to identify one or more participants. In this case, the Client must protect their anonymity and not use individual pieces of directly identifiable information but rather, if possible, delete or anonymize this information. Furthermore, The Client also undertakes not to pass on to third parties or publicize any identifying information when processing the data or evaluating it for the study results. The Client shall communicate accordingly the obligation to guarantee anonymity to their own employees and any further recipients who have access to the respondent’s data, and to ensure that they only have access to the data to the extent required for the relevant purpose and handle the relevant data in the strictest confidence.

Unless required by law, no personal data concerning participants may be reused for purposes other than market research.

No contact shall be made with all respondents except for those express purposes without the prior written consent of Sago.

Term and Termination

This agreement shall automatically become effective upon visiting or accessing the Website and may not be terminated unilaterally by you.

If you breach any provision of these terms, you may no longer use the Website and Services, your rights to use the Services shall cease immediately, your account will be deactivated, and Methodify shall have no obligation to retain, forward, or make available to you any Methodify responses or results.

If your permission to use the Website or Services is terminated for any reason, these terms will nevertheless continue to apply and be binding upon you in respect of your prior use of the Website and your engagement of the Services of Methodify through the Website and anything connected with, relating to or arising from those matters.

Disclaimer of Warranties

To the full extent permitted by law, Methodify expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, those of merchantability, satisfactory quality, suitability, availability, timeliness, quality, lack of viruses or other harmful components, title, fitness for a particular purpose, and non-infringement. You agree and acknowledge that the website and the Services are provided “as is,” “where is,” “as available,” and “with all faults”. Other than as specifically set forth herein Methodify makes no warranty that the Services will be uninterrupted, timely or error-free, nor does Methodify make any warranty as to the results that may be obtained from the use of the service or the accuracy of any other information obtained through the Services.

Customer understands and agrees that any material and/or data downloaded or otherwise obtained (including plug-ins) through the use of the Services is done at the sole risk of Customer and that Customer will be solely responsible for any damage to its computer system or loss of data that results from the download of such material and/or data. No information or advice, whether oral or written, obtained by Customer from Methodify or through the Services shall create any warranty not expressly made herein. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to Customer.

Through or because of your use of the website, you may have the opportunity to engage in communications and transactions of a commercial or personal nature with persons other than Methodify. All such communications and transactions are at your own risk. Methodify is not a party to any such communications and transactions and disclaims any and all liability regarding all such communications and transactions. To the extent that you choose to partake in such communications and transactions, Methodify makes no representations, warranties, or conditions of any kind related thereto, whether express or implied and including without limitation implied warranties of merchantable quality, fitness for a particular purpose, performance or usefulness, all of which each of Methodify and the Methodify parties hereby disclaims to the fullest extent permitted by law.

You (and not Methodify or the Methodify parties) assume the entire cost of all necessary servicing, repair or correction to any computer or other equipment arising from, connected with, or relating to your use of the website.

The website’s operation may be affected by numerous factors beyond Methodify’s control. The operation of the website may not be continuous or uninterrupted or secure. Security and privacy and confidentiality risks cannot be eliminated.

Without limiting the generality of the foregoing, Methodify and the Methodify parties make no representation, warranty or condition that:

• The website will be compatible with your computer and related equipment and software;
• The website will be available or will function without interruption or will be free of errors or any errors will be corrected;
• The information available on or through the website will be accurate, complete, sequential, or timely;
• Particular results or any results at all may be obtained through the use of the website;
• The use of the website, including the browsing and downloading of any information, will be free of viruses, trojan horses, worms or other destructive or disruptive components; or
• The use of the website will not infringe the rights (including intellectual property rights) of any person;
• And Methodify and the methodify parties disclaim any and all liability regarding such matters to the fullest extent permitted by law.

Liability Exclusion

Methodify and the Methodify parties will not under any circumstances be liable to you or any other person for any loss of use, loss of production, loss of income or profits (anticipated or otherwise), loss of markets, economic loss, special, indirect or consequential loss or damage or punitive damages, whether in contract, tort or under any other theory of law or equity, arising from, connected with, or relating to the use of the website by you or any other person, and regardless of any negligence or other fault or wrongdoing by Methodify or any of the Methodify parties or any person for whom Methodify or any of the Methodify parties are responsible, and notwithstanding that Methodify or the Methodify parties may have been advised of the possibility of such loss or damages being incurred by you or any other person.

Limitation on Liability

In no event will Methodify’s or any of the Methodify parties’ total liability to you or any other person for any claims, proceedings, liabilities, obligations, damages, losses, and costs, whether in contract, tort, or under any other theory of law or equity, and regardless of any negligence or other fault or wrongdoing by Methodify or any person for whom Methodify is responsible, exceed $50.

Release

You hereby release, remise and forever discharge each of Methodify and the Methodify parties and all of their respective agents, directors, officers, employees, information parties, service parties, suppliers, licensors and licensees, and all other related, associated, or connected persons from any and all manner of rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs, and disbursements of any nature and kind whatsoever and howsoever arising, whether known or unknown, which now or hereafter exist, which arise from, relate to, or are connected with your use of the website.

Indemnification

You agree to indemnify, defend and hold harmless each of Methodify and the Methodify parties and all of their respective agents, directors, officers, employees, information parties, service parties, suppliers, licensors and licensees, and all other related, associated, or connected persons (collectively, the “indemnified parties”) from and against any and all liabilities, expenses, and costs, including without limitation reasonable legal fees and expenses, incurred by the indemnified parties in connection with any claim or demand arising out of, related to, or connected with your use of the website, the use of the website by someone posing as you, or your breach of these Terms. You will assist and cooperate as fully as reasonably required by the indemnified parties in the defense of any such claim or demand. You further agree to indemnify Methodify and the Methodify parties from all suits, damages, costs, and liabilities whatsoever arising from any transactions in which you engage using products or services obtained from or through the website.

Advice and information provided by Methodify or its representatives, whether oral or written, will not create any representation, warranty, or condition or vary or amend these Terms, including the above disclaimer, liability exclusion, limitation on liability, release and indemnity provisions, and you may not rely upon any such advice or information.

The exclusion of certain warranties and the limitation of certain liabilities is prohibited by legislation in some jurisdictions. Such legislative limitations may apply to you.

The disclaimer, liability exclusion, liability limitation, release, and indemnity provisions in these Terms survive indefinitely after the termination of these Terms.

Other Sites

The Website may include links to other websites, advertisements or resources, and businesses operated by other persons (“Other Sites”). Other Sites are independent of Methodify, and Methodify has no responsibility or liability with respect to, or control over, Other Sites, their businesses, goods, services, or content.

Methodify does not sponsor or endorse any Other Sites or their content or the services available through those other Websites. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk, and you shall not make any claim against Methodify arising out of your use of any Other Sites or your dealings with the owners or operators of any Other Sites. As between you and Methodify, the provisions of these Terms under the section headed Disclaimer, Liability Exclusion, Liability Limitation, Release, and Indemnity apply, with all necessary modifications, to your access to and use of any Other Sites and their business, goods, services, and content.

Linking and Framing the Website

Links to the Website without the express written permission of Methodify are strictly prohibited. To request permission to link to the Website, please contact Methodify. Methodify reserves the right to cancel and revoke any permission it may give to link to the Website at any time, for any reason, without any notice, and without any liability to you or any other person. The framing of the Website or any of its content in any form and by any method is strictly prohibited.

Postings and Unsolicited Submissions

Methodify does not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved goods, services, or technologies, product website enhancements, processes, or marketing plans. The purpose of this policy is to avoid potential misunderstandings or disputes. Accordingly, please do not send any unsolicited ideas, suggestions or other materials (collectively “Submissions”) to Methodify or the Website. However, if you do send Submissions to Methodify or the Website, you automatically grant (or warrant that the owner of the Submissions grants) to Methodify and its assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, worldwide, assignable, sublicensable, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Methodify or its assigns, and you agree, represent and warrant that all moral rights in the Submissions are waived in favor of Methodify and its assigns.

Governing Law and Dispute Resolution

These Terms, your use of the Website, and all related matters are governed solely by the laws of the Province of Ontario, and the federal laws of Canada, applicable therein, to the exclusion of rules of private international law or the conflict of laws which would lead to the application of any other laws.

Any dispute between Methodify and you or any other person arising from, connected with or relating to the Website, these Terms or any related matters must be resolved before the Courts of Ontario sitting in the City of Toronto, Ontario, Canada, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of any such dispute or matter.

Any claim or cause of action you may have arising from, connected with, or relating to your use of the Website, these Terms, or any related matters must be commenced in a court of competent jurisdiction in the City of Toronto, Ontario, Canada within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred, regardless of any statute or law to the contrary.

Other Matters

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of these Terms and shall not affect the validity and enforceability of any remaining provisions.

The provisions of these Terms will ensure to the benefit of and be binding upon each of Methodify and the Methodify Parties and each of their respective successors and assigns and related persons and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign these Terms or your rights and obligations under these Terms without the express prior written consent of Methodify, which may be withheld in Methodify’s sole discretion. Methodify may assign these Terms and its rights and obligations under these Terms without your consent and without notice to you.

No waiver, express or implied, by either party of any breach of or default under these Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

You and Methodify are independent contractors, and no agency, partnership, joint venture, employment, or franchise relationship is intended or created by these Terms or your use of the Website.

Any rights not expressly granted by these Terms are reserved to Methodify.