1. Payments                    

1.1　Client shall pay Rakuten Insight Fees set forth in this Service Agreement (“Agreement”) and its bank transfer fee. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by the Client hereunder.                              

1.2　The Fees may change by, including but not limited to, the actual number of interviews or sample volumes. Rakuten Insight will immediately inform Client during the fieldwork if any adjustment needs to be made on the Fees, which shall be separately agreed upon between both parties.              

1.3　If separately agreed upon between Rakuten Insight, Client may request a change of specification of Deliverables.                                       

1.4　All payments shall be due no longer than 30 days after Client receives an invoice issued by Rakuten Insight.                               

1.5　In the events that Client cancels the Services without any violation, misconduct, or negligence by Rakuten Insight, or is canceled due to any violation, misconduct or negligence of the Client, Client shall pay Rakuten Insight for any Services completed prior to such cancelation, out-of-pocket expenses and reasonable costs incurred by Rakuten Insight.     

2. Non-Solicitation                     

Either party shall not, whether directly or indirectly, solicit, recruit or hire (collectively “Solicit”), or attempt to Solicit the other party and its affiliate’s members, including but not limited to employees and/or member panels of the other party, during the Duration of this Agreement and for 1 (one) year thereafter, on behalf of itself or any third party.              

3. Data Protection                      

3.1　Any technical or business information disclosed under this Agreement by a party (“Disclosing Party”) to the other party (“Receiving Party”) that are confidential in nature (“Confidential Information”) shall be treated as confidential. Receiving Party shall protect and preserve Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, and shall not use, disclose to or permit any third party to use Confidential Information except to its and its affiliates’ employees, directors, officers or advisors who have a need to know to exercise its right or perform the obligation under this Agreement.                                       

3.2　Unless otherwise provided, Client shall collect, use, access, maintain, disclose and share any data of the respondents, including but not limited to any personal data as defined in GDPR (“Personal Data”), only to the extent necessary to accomplish the purpose of this Agreement and in accordance with all applicable laws, marketing research industry guidelines/codes and any instructions given by Rakuten Insight (collectively “Guidelines”), and this Agreement.            

3.3　Notwithstanding article 3.2 hereof, Client shall not collect any personal identifiable information and /or Personal Data categorized as sensitive data, which includes but not limited to revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health and data concerning a natural person’s sex life or sexual orientation, without the prior written approval by Rakuten Insight. Such approval by Rakuten Insight shall not exempt Client to comply with its obligation stipulated in Article 3.2 of this Agreement.                               

3.4　If and to the extent required by applicable privacy related law and/or Guidelines, either party undertakes that, in connection with this Agreement, it will: (a)manage, maintain, and comply with a privacy policy which is compliant with any applicable privacy laws and Guidelines during the Duration, and (b) obtain all necessary consents of the respondents in surveys and questionnaires.

8. Force Majeure                        

8.1　Neither party shall be responsible for delays or failures in the performance of this Agreement resulting from events beyond its reasonable control, including but not limited to riots, rebellions, military action, any governmental acts and omissions such as currency and trade restriction, epidemic, pandemic, acts of God and similar occurrences (excluding any obligation of either party to make payments under this Agreement and collectively “Events”).

8.2　The party claiming such Events conditions (“Claiming Party”) shall notify the other party as promptly as practicable after it becomes aware of the occurrence. This Agreement may be terminated if (A) Claiming Party is unable to resolve such Events and fulfill its obligations pursuant to this Agreement within Thirty (30) consecutive days, or (B) Rakuten Insight reasonably determines it difficult to continue the transactional relationship under this Agreement due to the occurrence of Events.             

9. Miscellaneous

9.1 In the event of any conflict between this Agreement and any other effective agreements, pertaining to the provision of Services, lawfully executed by both parties prior to the commencement of this Agreement (“Pre-Existing Agreement”), the terms of Pre-Existing Agreement shall prevail, and the terms of this Agreement shall have in no effect as long as Pre-Existing Agreement remains valid and in force.

9.2 All capitalized terms not defined in this Agreement shall be defined in respective ordering e-mail or ordering form.