These Terms and Conditions govern all M3 USA market research services, unless otherwise agreed to in writing by all parties. M3 USA is not bound by conditions printed or appearing on market research order confirmation forms/insertion orders (IOs) or instructions by clients that conflict with these terms and conditions without M3 USA's prior written consent in each instance:
M3 USA will direct appropriate "potential respondents" (as defined in Section 5 below and collectively referred to herein as the "sample") to surveys programmed and hosted on the client's computer systems and servers or on the computer systems and servers maintained by others but under the client's control, (the "sample services"). M3 USA's obligation to direct sample to client surveys is subject to M3 USA's determination that the sample consists of a sufficient number of potential respondents to meet the delivery level and other terms established by the client. A "complete" means a survey in which all questions have been answered, regardless of the answers given, and in which the respondent has not been screened out in the preliminary stages.
Upon M3 USA receiving a signed market research order confirmation form/insertion order (each, an "IO"), M3 USA will use all commercially reasonable means to secure the pre-agreed sample size using the methodology described above. In the event of M3 USA is not able to provide a sufficient number of respondents, the client will be charged for only the number of interviews actually completed. Recruitment of an insufficient number of respondents shall not be a breach of the IO.
M3 USA shall determine the size, nature, and means of payment of all survey compensation in its sole business discretion.
At the start of each project, the client and M3 USA will determine the exact profile of the healthcare professionals eligible for participation in a survey ("potential respondents"). When M3 USA directs potential respondents to a client's surveys, it will mask all e-mail addresses and assign a unique respondent identification numbers for each potential respondent. Pre-screening surveys conducted by the client will qualify each potential respondent within the first five (5) questions. If a potential respondent's profile is inappropriate, he will be screened out and immediately routed back to a URL designated by M3 USA. All respondents who complete the client survey must, at the conclusion of the survey, be routed back to a URL designated by M3 USA.
The client shall disclose the technical and performance specifications of its software and computer systems (including the software and computer systems of others involved in conducting the surveys) so that M3 USA may determine their capacity and capability. The client will maintain "up time" of its systems ninety-nine percent (99%) of all times when M3 USA is directing potential respondents to the client. M3 USA reserves the right to limit the number of potential respondents sent to the client based on an assessment of the capacity of the client's software and computer systems. If the client experiences any "down time" or technical difficulties that result in its systems not being able to accept potential respondents, collect data, allow potential respondents to complete surveys, or in any other way prevent potential respondents from accessing and completing surveys, it shall notify M3 USA immediately so that M3 USA may cease directing the sample to the client. In any case in which the client fails to notify M3 USA of any technical difficulty within fifteen (15) minutes of its occurrence, the client will be liable for the cost of the sample for the entire duration of the technical difficulty as if eighty percent (80%) of the potential respondents who visited the client's site for the duration of the technical difficulty had completed and qualified for the survey to which they were directed. If the assumed incidence of potential respondents for any survey affected by a technical difficulty is greater than eighty percent (80%), then M3 USA will charge the client for samples delivered at the higher percentage.
There will be a change fee equal to $150 per hour to implement changes to a survey or sampling program after the survey has already been approved by M3 USA, or after the sample has already been created according to the original specifications, if such changes exceed 20% of the survey or sample.
If client cancels a project after a sample selection has been executed and/or a survey has been approved , the cancellation fee shall equal the amount of costs incurred by M3 USA prior to cancellation, including labor costs and costs associated with the restoration of files, which are automatically archived after ten (10) working days; provided that the minimum cancellation fee shall be $1000 if the project is cancelled after launch.
M3 USA may choose to not accept any project with fees estimated to be less than $3,000. If a project is accepted but the volume fall short of the estimate, the minimum fee for the project shall be $3,000 or an amount agreed upon by M3 USA and the client and set forth in the IO.
The client shall maintain a system of "real time reporting" that will allow M3 USA staff access to the client's computer systems via the World Wide Web (or such other method as the parties may agree upon) so that, for each of the client's surveys, M3 USA can determine: (a) the number of potential respondents directed to each survey, (b) the number of potential respondents who have completed each survey, (c) the number of potential respondents who have completed each survey and whose profiles qualify their responses as acceptable. Should the client's real-time reporting experience any down time or technical difficulties while M3 USA is delivering sample to a client survey that results in M3 USA being unable to access the information, then M3 USA shall have the following options: (a) to discontinue the delivery of potential respondents to any or all of the client's surveys, or (b) to continue to deliver potential respondents to the client's surveys and charge the client as if eighty percent (80%) of the potential respondents directed to the client surveys during the duration of the technical difficulty had completed and qualified for the survey to which they were directed. If the assumed incidence of potential respondents for any survey is greater than eighty percent (80%), then M3 USA will charge the client for samples delivered at the higher percentage.
In case of over-recruitment, the client shall pay for only the number of completes originally ordered. Solely in connection with projects where the client is the only party able to stop the survey upon completion of the desired number of completes, the client shall immediately stop the survey and pay the total number of completes up until the moment of final closure of the survey.
Unless otherwise agreed, M3 USA will not start a survey after 6:00 p.m. (local time for the project manager responsible) in order to avoid over-recruitment outside of office hours, control the survey and provide panel support.
The client must communicate all respondent IDs and their respective survey completion status (complete, excluded during pre-screening, or incomplete) to M3 USA within one week of project closure. If the client fails to communicate the survey completion status within one week, M3 USA will pay compensation to all invited potential respondents and charge the client accordingly.
M3 USA makes no representations or warranties regarding, and expressly disclaims any liability for, unsuitable responses generated by questions posed by the client and/or the appropriateness or usefulness of the data material gathered.
The client will not collect or attempt to collect any personally identifiable information from any potential respondent. Personally identifiable information includes any information that would allow the client to identify a potential respondent at any time in the future, including, but not limited to, name, address, and e-mail address. Except as agreed by M3 USA in connection with the delivery of compensation payments to respondents and with respect to "session cookies", the client will not append cookies or other electronic tags to the browser of any potential respondent. The client shall abide by all guidelines for online marketing research as published and periodically amended by AMA, MRA, CASRO, CMOR, and ESOMAR.
The client shall not use any personally identifiable information received in connection with an IO to: (i) recruit any potential respondent into any online or offline panel, community, or group; (ii) take any action that would allow the client to contact, or allow any other party to contact, any potential respondent; or (iii) recruit him/her for any other market research activities during the Term of the IO and continuing for five (5) years thereafter. In the event of a breach of this Section, client shall pay to M3 USA a penalty equal to (i) for each potential respondent so recruited, five (5) times the price per participant for the project, or (ii) $10,000, whichever is higher. This provision shall not apply to personally identifiable information that the client had in its possession prior to disclosure by M3 USA, was independently developed by the client, or the client obtains from a third party who has the right to transfer or disclose it.
All help requests initiated by potential respondents must be directed to the appropriate survey support e-mail address at M3 USA (the correct e-mail address will be communicated at the start of the project). M3 USA will give the client prompt notice of the help requests, along with the nature of the service issues. The client will designate a help resource to work with M3 USA staff to address the service issues raised by these help requests. The client will work diligently to address all help requests, and M3 USA reserves the right to stop delivering potential respondents to any and/or all of the client's surveys until the issues that gave rise to the help requests have been resolved to M3 USA's satisfaction.
Client hereby agrees to save, protect, defend, indemnify, and hold M3 USA harmless from and against any and all claims, liabilities, demands, damages, judgments, awards, settlements, expenses, or losses, including costs of litigation and reasonable attorneys' fees, arising out of a breach of the representations, warranties set forth herein.