Services Terms And Conditions

This Agreement is made by and between Atlas Primary, Inc. dba Manifest Health (“Manifest Health”) and the Client listed on the applicable quotation, proposal, or similar document (the “Proposal”) describing the services to be provided by Manifest Health (the “Services”). This Agreement includes the Proposal and these Services Terms and Conditions, which together form the entire agreement between Client and Manifest Health regarding the Services. Neither party shall be bound by any other terms or conditions printed or appearing on any RFQs, market research order confirmation forms, purchase orders or instructions by Client that conflict with this Agreement without each party’s prior written consent in each instance. Capitalized terms not defined herein have the meaning given to them in the Proposal.

1. Data collection and Sampling
a) Manifest Health will recruit targeted healthcare-related respondents to participate in the survey requested by Client. Client shall report to Manifest Health which of the dispositions listed below apply to each respondent that participates in the survey no later than (i) five (5) business days after fieldwork is complete if Manifest Health is programming the survey, or (ii) five (5) business days after the respondent completes the survey or is screened out if Manifest Health is not programming the survey. All respondents whose disposition has not been reported within the notice period shall be deemed to be a Complete.

Complete – respondent met Client’s screening criteria and every question in the survey relevant to the respondent was sufficiently answered as dictated by the programmed survey.
Screened out – (Did not Qualify) respondent did not meet Client’s screening criteria and therefore was not able to move into the survey or answer the rest of the screening questions.
Over Quota – respondent met the Client’s screening criteria, but the maximum number of responses ordered by Client were already recorded, so the survey was terminated prior to respondent reaching the main survey and achieving Complete status.
Extended Screen Out – respondent screened out after answering more questions than the maximum recommended screener length, which is twelve (12) questions for qualitative surveys and ten (10) questions for quantitative surveys. This counts as a “mini survey” and requires some level of compensation, which may be less than the full amount in the invitation.

b) Responses identified within 5 business days of data collection as bad quality by the client will be analyzed by Manifest Health. If interviews pass Manifest Health Data Quality checks,the interview will be charged Failure to flag data within 5 business days will result in default charge on a per interview basis.

c) If Manifest Health is not programming the survey:

Client shall monitor survey progress and immediately notify Manifest Health of any issues or if the survey is terminated prior to quota completion; and
Client is responsible for stopping the survey upon quota completion. If the survey is not stopped immediately upon quota completion, Client shall pay for all Completes recorded prior to the final closure of the survey, including Completes recorded after the quota has been met.

d) After a respondent completes a survey or is screened out, when the quota has been met, or when the survey process is otherwise terminated for any reason, Client shall ensure that respondents are redirected pursuant to the instructions provided by Manifest Health.

e) For all qualitative studies, Manifest Health will provide programming services to ensure an optimal panel experience. This includes a standard screener that is no more than 20 questions total, including consents. Additional complexity, questions, length of screener or typing tools will incur a charge based on the programming hours required to complete the task. If programming services from external sources are required, an additional charge will be applied based on the complexity of the program. This fee does not include additional panel incentives to address potential negative panel experiences arising from technical issues.

f) If a respondent qualifies for a study based on screener criteria but is not selected by the client to participate, the full recruitment fee will still be charged. Additional charges for honoraria will be charged if there is a cancellation within 72 hours.

g) In the event of cancellation or rescheduling of a scheduled respondent, the following fees will apply:

1. Cancellation within 72 hours (3 business days)

Client shall be liable for 50% of the recruitment fee and 50% of the respondent incentive.

2. Cancellation within 48 hours (2 business days)

Client shall be liable for 50% of the recruitment fee and 100% of the respondent incentive.

3. Cancellation within 24 hours (1 business day)

Client shall be liable for 100% of the recruitment fee and 100% of the respondent incentive.
These fees are applicable to cover administrative costs, recruitment efforts, and respondent compensation, ensuring fairness and adherence to contractual obligations.
A rescheduling fee of $50 will be charged for each respondent requiring a new appointment.

h) Any changes to the survey length, incidence rate, or any other scope change may impact costs, feasibility and timelines.

i) Additional monthly project management (PM) fees may apply for projects that exceed the initially projected field timelines due to changes in project scope, additional quotas, or client driven delays. A minimum of $1500 will apply per project.

j) Any Contact Us, Help or Support email, telephone, address or any other form of contact or request provided in the survey must direct respondents to Manifest Health or its designee. Manifest Health will be responsible for troubleshooting and communicating with respondents regarding any issues that arise during or after completion of the survey.

2. Payment Terms

a) All invoices shall be payable within thirty (30) days of receipt and unless Client disputes all or a portion of any charges, in which case Client shall provide prompt written notice and explanation of such dispute. The parties agree to resolve all billing disputes to their mutual satisfaction within sixty (60) calendar days of proper written notice to Supplier.

b) All payment obligations are the responsibility of Client. Client’s obligation to pay invoices when due is not dependent upon Client receiving payment from any third party.

c) Any claim disputing the quality of a Complete must be submitted by Client no later than (i) five (5) business days after fieldwork is complete if Manifest Health is programming the survey, or (ii) five (5) business days after the respondent completes the survey if Manifest Health is not programming the survey and must identify which of the following defects apply: (i) respondent selected all options; (ii) respondent selected exactly one option in all multiple select questions throughout the survey; (iii) straight-lining or patterning in questions that are laid out in grids, especially if it results in inconsistent answers or if a respondent does it on multiple grids in the survey; (iv) numeric inconsistencies, especially with respect to age (for example, a respondent says he has been in his current job for 20 years, but also says he was born in 1980); (v) open-end responses are gibberish or excessively vague and short answers; (vi) respondent is a “speeder” who completed the survey from start to finish in less than forty percent (40%) of the median time to complete; and/or (vii) respondent failed any quality check question.

d) Manifest Health is responsible for paying incentives to the respondents and has full discretion to set incentive levels, subject only to fair market value requirements. Client shall provide written notice to Manifest Health of any fair market value requirements as soon as possible, but in no event later than the start of fieldwork. If Client fails to provide such notice, Client shall hold Manifest Health harmless against any claims that the incentives are below fair market value. If fair market value rates are significantly lower than the incentive levels listed in the Proposal, feasibility may be affected.

e) If Client cancels the Services before quota completion, a cancellation fee shall be charged in the amount equal to the greater of (i) ONE THOUSAND DOLLARS ($1000), or (ii) the pro rata amount due for Services completed prior to cancellation plus non-cancellable commitments.

f) The minimum project fee is ONE THOUSAND DOLLARS ($1000). If the cost of the Completes requested or delivered does not equal $1000, the Company may refuse the project or charge the minimum project fee.

3. Privacy and Data Protection

a) Each party agrees to comply with all applicable local or foreign laws, regulations, and industry codes of practice relevant to the Services (including but not limited to Insights Association, EPHMRA, ICC/ESOMAR, EFPIA, and BHBIA codes of practice and frameworks).

b) Respondent identifiable information (RII) means any information that identifies or can be used to identify, contact, or locate the respondent to whom such information pertains, includes, without limitation, the following information: name, home, work or e-mail addresses, work place name, zip code and job title, telephone numbers, respondent account numbers, Medical Education numbers (ME), National Provider Identification numbers (NPI), professional license numbers, Social Security numbers, taxpayer identification numbers, financial information, medical records, and records of customer services and other data that may be used to identify an individual. Client shall not, digitally, electronically or otherwise, collect any RII or try to identify any respondent without the written consent of Manifest Health. In the event that Manifest Health grants such consent, or Client otherwise receives or processes RII in connection with the Services, Client acknowledges and agrees to the terms of the Data Privacy Addendum attached hereto as Exhibit A and incorporated herein by this reference. Except with respect to session cookies, Client will not append cookies or other electronic tags to the browser of any respondent.

c) Client is not permitted to recruit, empanel, pass to any third party or collect any RII without Manifest Health’s explicit written permission. In the event of a breach of this provision, Manifest Health reserves the right to suspend all current and future fieldwork and charge up to fifteen (15) times the contracted cost per Complete for each respondent that has been contacted or their information collected without permission from Manifest Health. This paragraph does not apply to RII that Client had in its possession prior to disclosure by Manifest Health, was recruited by and exclusively developed by or for Client, or Client acquires from a third party who has the right to transfer or disclose it.

4. Confidentiality

“Confidential Information” means any confidential or proprietary information that is disclosed or made available by the disclosing party (“Disclosing Party”) to the receiving party (“Recipient”), whether in writing or other tangible form, orally or otherwise. Confidential Information includes but is not limited to (a) information about processes, systems, strategic plans, business plans, operating data, customer and prospective lists, customer information, pricing methods, trade secrets, copy rights, forecasts, management structure, proposals, emails, correspondence, software, databases, documents, vendor information, financial information and other information which pertains to market research and data collection and (b) any analysis, compilation, study or other material prepared by Recipient (regardless of the form in which it is maintained) that contains or otherwise reflects any information disclosed or made available by Disclosing Party to Recipient. The parties acknowledge and agree that the respondent identifiable information is the Confidential Information of Manifest Health.

Confidential Information does not include information that:

(a) at the time of disclosure to Recipient, is generally available to the public;

(b) after disclosure to Recipient, becomes generally available to the public other than as a result of a breach of this Agreement by Recipient (including any of its affiliates);

(c) Recipient can establish was already in its possession at the time the information was received from Disclosing Party if its source was not known by Recipient to be bound to an obligation of confidentiality with respect to such information;

(d) Recipient receives from a third party if its source was not known by Recipient to be bound to an obligation of confidentiality with respect to such information; or

(e) Recipient can establish was developed independently by Recipient without use, directly or indirectly, of any Confidential Information.

Confidential Information must be kept strictly confidential and may not be disclosed or used by Recipient except as specifically permitted by this Agreement or as specifically authorized in advance in writing by Disclosing Party. Recipient may not take any action that causes Confidential Information to lose its confidential and proprietary nature or fail to take any reasonable action necessary to prevent any Confidential Information from losing its confidential and proprietary nature. Recipient will limit access to Confidential Information to its employees, officers, directors or other authorized representatives (or those of its affiliates) who (a) need to know such Confidential Information to participate in evaluating any information from the Disclosing Party and (b) are obligated to Recipient to maintain Confidential Information under terms and conditions at least as stringent as those under this Agreement. Recipient will inform all these persons of the confidential and proprietary nature of Confidential Information and will take all reasonable steps to ensure they do not breach their confidentiality obligations, including taking any steps Recipient would take to protect its own similarly confidential information. Recipient will be responsible for any breach of confidentiality obligations by these persons.

5. Ownership

Notwithstanding anything to the contrary contained herein, except for a limited license right as necessary to exploit the Services, Manifest Health and its suppliers have and will retain all rights, title and interest in and to (a) the Services (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) and all copies, modifications and derivative works thereof; and (b) any suggestions, ideas, enhancement requests, feedback, or other information provided by Client or any other party relating to the Services; provided, however, that Client shall retain all ownership interests and title to its own preexisting intellectual property and any reports and analyses produced in connection with the Services. Client acknowledges that any license rights to the Services are limited and that no ownership rights are being conveyed to Client under this Agreement or otherwise. Manifest Health and Virtue Research names and logos and any other product names associated with the Services are service marks or trademarks of Manifest Health or third parties, and no right or license is granted to use them unless expressly set forth in the applicable Proposal.

6. Representations and Warranties:

Client represents and warrants that: (i) the survey complies with all applicable laws; (ii) Client or the 3rd party hosting company acting on behalf of Client has and shall maintain a clear and comprehensive privacy policy that complies with all applicable laws related to data protection and privacy; (iii) the survey does not infringe upon the rights of a trademark or copyright-holding third party; (iv) the survey does not contain any computer viruses or other programs that damage or interfere with the operation of user’s computers; and (v) the survey does not include any content that promotes the sale of any goods or services.

7. Indemnification

Client agrees to indemnify and hold harmless Manifest Health (and its officers, directors, agents and employees) and, at the option of Manifest Health, to defend Manifest Health (and its officers, directors, agents and employees) from and against any and all liability, loss, damages, claims, causes of action, fees and costs (including reasonable legal fees and court costs) incurred by Manifest Health, arising out of or related to Client’s (i) breach of this Agreement; (ii) violation of any applicable laws or regulations; (iii) gross negligence or willful misconduct; or (iv) use of any survey data by Client or its clients; provided, however, that Manifest Health shall provide prompt written notice of any action or proceeding for which indemnification is sought.

8. Limitation of Liability

MANIFEST HEALTH’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY CLIENT TO MANIFEST HEALTH IN THE TWELVE (12) MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM, OR (B) TEN THOUSAND DOLLARS ($10,000). WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MANIFEST HEALTH OR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, OR LOSS OF PRIVACY).

9. Disclaimer

EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, NEITHER MANIFEST HEALTH NOR ITS SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. NEITHER MANIFEST HEALTH NOR ITS SUPPLIERS REPRESENTS OR WARRANTS THAT (A) THE USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE (WHETHER AS A RESULT OF TECHNICAL FAILURE, ACTS OR OMISSIONS OF THIRD PARTIES, OR OTHER CAUSES) OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS; (C) ANY INFORMATION PRESENTED BY THE SERVICES WILL BE ACCURATE, COMPLETE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION USED OR OBTAINED BY CLIENT OR ITS USERS THROUGH THE SERVICES WILL MEET CLIENT’S OR ITS USERS’ REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MANIFEST HEALTH DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR ASSURANCE REGARDING USER-GENERATED CONTENT. THE SERVICES ARE PROVIDED “AS IS”, AND NEITHER MANIFEST HEALTH NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

10. Miscellaneous

a) Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

b) Except in the case of a sale of all or substantially all of a party’s assets or ownership interests, Neither party may, without the prior written consent of the other party, assign, transfer, charge, license or otherwise dispose of this Agreement or any rights or obligations under this Agreement.

c) This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party.

d) Neither party will be liable for any losses arising out of a Force Majeure Event. "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, pandemics, terrorist attacks and wars)

e) The Agreement is governed by the laws of the State of Georgia, without regard to its conflict of laws provisions. Except where limited or restricted by law as against public policy, the parties agree that any disputes (excluding disputes where a party is seeking preliminary or permanent injunctive relief or a temporary restraining order) that may arise under the terms of this Agreement shall first be submitted to mediation before a mediator appointed by the American Arbitration Association in Atlanta, Georgia, pursuant to its rules of mediation. If a good faith attempt by both parties and the American Arbitration Association fails to accomplish a resolution, then after fully exhausting the mediation remedy the matter shall be submitted to the American Arbitration Association in Atlanta, Georgia for binding arbitration under its Commercial Arbitration Rules. If Client is located outside the United States, the parties acknowledge that this Agreement shall be interpreted without regard to the United Nations Convention on the International Sale of Goods.

f) The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

g) This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

EXHIBIT A

CLIENT DATA PRIVACY ADDENDUM

1. Definitions.

Any terms used but not defined herein shall have the meanings ascribed to them in the CCPA. As used in this Addendum, the following terms shall have the following meanings, and cognate terms shall be construed accordingly:

“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code, § 1798.100 et seq., and attendant regulations.

“Personal information” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, including without limitation the enumerated categories in CCPA § 1798.140(o)(1).

“Reasonable Security Measures” means reasonable and appropriate organizational, technical, and other security measures to protect against unlawful or unauthorized access to or use, destruction, loss, alteration, disclosure, transfer, or processing of personal information.

2. General Obligations.

(a) Each party represents, warrants, and covenants that it shall at all times: (i) comply with all applicable privacy and data protection laws, including without limitation CCPA; (ii) maintain Reasonable Security Measures; (iii) limit access to personal information to employees and approved subcontractors who are authorized to access such personal information, and ensure that all such employees and subcontractors are trained in the care and handling of such personal information; and (iv) treat such personal information with strict confidence and take all reasonable steps to ensure that its employees and other agents who will process such personal information are aware of and comply with the Agreement, including this Addendum, and are under duties of confidentiality and security with respect to personal information no less restrictive than those set forth herein.

(b) If either party receives personal information in a deidentified format, such party shall: (i) implement technical safeguards that prohibit reidentification of the consumer to whom the information may pertain; (ii) implement business processes that specifically prohibit reidentification of the information; (iii) implement business processes that prevent inadvertent release of deidentified information; (iv) not attempt to reverse engineer the information or otherwise reidentify consumers to whom the deidentified information relates; and (v) only share the deidentified information, if and to the extent such sharing is permitted hereunder, in the format it received it from the other party.

(c) The parties will record and retain, for a minimum of two (2) years after the expiration or termination of the Agreement, records of any notice to, and consent or request from, individuals regarding the collection, disclosure, retention and use of personal information that is exclusive to the services of the Agreement. Upon the other party’s request, each party shall make all records, appropriate personnel, and/or any location from which personal information can be accessed available for inspection to demonstrate compliance hereunder, provided that such inspection shall be carried out with reasonable notice during regular business hours and under a duty of confidentiality.

3. Effect of Termination.

Upon the termination of the Agreement, each party will promptly return or delete any personal information received from the other party in connection with the Agreement (at the election of the party who supplied the personal information) and certify as much in writing to the other party, at the returning/deleting party’s expense and in accordance with the other party’s instructions; provided, however, that either party may retain copies of such information as part of its normal computer archiving and backup processes, or as otherwise necessary to comply with applicable law.

4. Duty to Notify and Cooperate.

(a) Each party will refrain from notifying or responding to any consumer, government or regulatory agency, or other third party, for or on behalf of the other party absent written consent to such notification/response, except as otherwise required by applicable law.

(b) Each party acknowledges and agrees that if the other party receives a request from a government or regulatory agency, it may share the terms of this Addendum and other information provided by the other party to demonstrate compliance with this Addendum or applicable law..

(i) regarding any complaint, inquiry, or request from a consumer or government or regulatory agency regarding personal information received from the other party, unless such notice is prohibited by law;

(ii) if for any reason (1) it cannot comply, or has not complied, with any portion of this Addendum; (2) it has breached or may be in breach of any applicable privacy or data protection law, including without limitation CCPA; or (3) applicable privacy or data protection law no longer allows the lawful transfer of personal information between the parties (in such cases, each party will take reasonable and appropriate steps to remedy any noncompliance, or cease further processing of personal information, and acknowledges and agrees that the other party may immediately terminate any access to personal information, or take any other reasonable action); and

(iii) in the event of any unauthorized or accidental access to, use or disclosure of personal information received in connection with the Agreement. In the case of this subsection (iii), the party suffering such breach or unauthorized access shall: (1) notify the other party immediately, and in any event within twenty-four (24) hours of becoming aware of the incident; (2) take all necessary and appropriate corrective actions, at its expense, to remedy the causes and consequences of the problem; and (3) indemnify, defend, and hold the other party harmless from and against any third party costs or liability incurred by the other party (including reasonable attorneys’ fees) in relation to the breach of security or unauthorized access to personal information.

5. Indemnification.

Each party shall defend, indemnify and hold harmless the other party and its affiliates and each of their respective managers, officers, directors, employees and agents (the “Indemnified Parties”) from and against all third party claims, demands or causes of action, losses, damages or liabilities including reasonable attorney’s fees and court costs incurred by the Indemnified Parties to the extent arising out of any alleged or actual violation of this Addendum.