Terms of Use

This website is operated by Vidlet Inc. (“we”, “our”, or “us”) and is available at vidlet.com (“Site”).

Vidlet partners with organizations to conduct qualitative research through participant recruiting, video-based insight collection, AI-assisted analysis, and strategic reporting. These terms of use establish the general legal framework governing those engagements.

Each engagement shall be described in one or more SOWs executed by the parties, each of which is incorporated into this Agreement by reference as well as a MSA.

1. Definitions

For purposes of this document, the following terms shall have the meanings set forth below.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. For purposes of this definition, "control" means ownership of more than fifty percent (50%) of the voting interests of an entity or the ability to direct its management.

"Agreement" means this Master Services Agreement together with all Statements of Work executed by the parties.

"Authorized User" means any employee, contractor, consultant, or other individual authorized by Client to access or use the Platform on Client's behalf.

"Client" means the entity identified in an applicable Statement of Work.

"Client Content" means all information, materials, products, prototypes, interview guides, discussion guides, branding, trademarks, documents, data, software, audiovisual content, and other materials provided by or on behalf of Client for use for the Services.

"Confidential Information" means any non-public business, technical, financial, commercial, operational, research, security, pricing, product, customer, participant, employee, or strategic information disclosed by one party to the other in any form that reasonably should be understood to be confidential under the circumstances of disclosure.

Confidential Information shall not include information that:

(a) is or becomes publicly available without breach of this Agreement;

(b) was lawfully known by the receiving party prior to disclosure;

(d) is lawfully obtained from a third party without restriction.

"Deliverables" means the reports, presentations, executive summaries, highlight videos, research findings, journey maps, personas, transcripts, analyses, recommendations, data exports, and other work product expressly identified as deliverables in an applicable Statement of Work.

Deliverables do not include the Platform, Vidlet Materials, software, methodologies, templates, or Platform Improvements unless expressly stated in an applicable Statement of Work.

"Fees" means the amounts payable by Client for the Services as set forth in an applicable Statement of Work.

"Platform" means Vidlet's proprietary cloud-based software platform, including its web applications, mobile applications, participant interfaces, administrative tools, reporting capabilities, artificial intelligence features, transcription and translation services, documentation, databases, application programming interfaces (APIs), and all updates, enhancements, modifications, and improvements thereto.

"Platform Improvements" means any enhancement, modification, derivative work, workflow, automation, algorithm, security enhancement, reporting capability, feature, or other improvement relating to the Platform or Vidlet's proprietary methodologies.

"Research Data" means participant responses, recordings, transcripts, photographs, videos, metadata, annotations, coded observations, translations, and other information collected or generated during the performance of the Services.

"Services" means the qualitative research, participant recruiting, project management, moderation, interviews, focus groups, diary studies, usability testing, workshop facilitation, AI-assisted analysis, reporting, Platform access, and related professional services described in an applicable Statement of Work.

"Statement of Work" or "SOW" means a written agreement executed by both parties describing the Services, Deliverables, schedule, fees, assumptions, and project-specific requirements for an individual engagement.

"Vidlet Materials" means the Platform, software, source code, methodologies, recruiting processes, templates, documentation, workflows, know-how, inventions, trade secrets, AI models and configurations, and other intellectual property owned or developed by Vidlet independently of a specific Client engagement.

We own our platform and services.

All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel, including but not limited to our Services, the Site and all other materials will at all times vest, or remain vested, in us. Unless otherwise expressly set out in these User Terms or agreed with us, you must not breach any copyright or intellectual property rights connected with the Services. This includes but is not limited to: (i) copying or using, in whole or in part, any of our intellectual property; (ii) reproducing, retransmitting, distributing, disseminating, selling, publishing, broadcasting or circulating any of our intellectual property to any third party including on social media; (iii) attempting to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Services, the data or documentation; (iv) breaching any intellectual property rights connected with the Services, including (without limitation) altering or modifying any of our intellectual property; (v) causing any of our intellectual property to be framed or embedded in another website without our permission; (vi) decompiling or reverse engineering, including attempting to decompile or reverse engineer, any software in the Services; (vii) undertaking or attempting to undertake any act which would otherwise constitute an infringement of our moral rights; (viii) transferring the Services to a third party or mirroring the Services on another server; (ix) creating derivative works from the Services; (x) and using the Services for competitive analysis or to build competitive products.

2. Scope of Services

2.1 Engagement

Client may engage Vidlet from time to time to perform the Services described in one or more Statements of Work executed by the parties. Each Statement of Work shall identify the applicable Services, Deliverables, timeline, pricing, assumptions, and any project-specific requirements.

Vidlet shall perform the Services in a professional and workmanlike manner using personnel with the qualifications and experience appropriate for the applicable engagement.

2.2 Services

Depending on an applicable Statement of Work, the Services may include:

Participant recruiting and management;
Qualitative interviews and focus groups;
Mobile diary studies;
In-person or virtual workshops;
Usability testing;
Video collection and management;
AI-assisted transcription, translation, coding, and analysis;
Executive highlight videos;
Strategic reporting and recommendations;
Access to the Platform; and
Other research-related services agreed upon by the parties.

No Service or Deliverable shall be deemed included unless expressly identified in an applicable Statement of Work.

2.3 Statements of Work

Each Statement of Work executed by the parties shall become part of this Agreement.

If a conflict exists between this Agreement and an executed Statement of Work, the Statement of Work shall control solely with respect to the Services described therein.

No amendment to a Statement of Work shall be effective unless executed in writing by both parties.

2.4 Changes in Scope

Either party may request changes to the scope of an engagement. If a requested change affects the Services, Deliverables, timeline, staffing, recruiting requirements, assumptions, or Fees, the parties shall document the agreed changes in a written amendment or change order before the additional work is performed.

Unless otherwise agreed, Vidlet shall continue performing the Services described in the existing Statement of Work while the parties evaluate the requested change.

2.5 Subcontractors

Vidlet may engage qualified subcontractors or specialized service providers for the performance of the Services, provided that Vidlet remains responsible for the performance of the Services under this Agreement. Vidlet shall require such subcontractors to maintain confidentiality obligations that are no less protective than those set forth in this Agreement.

2.6 Project Collaboration

The parties acknowledge that successful research engagements require timely collaboration.

Client shall designate a project representative authorized to provide approvals, project decisions, and feedback.

Vidlet shall designate a project manager responsible for coordinating the Services and serving as Client's primary point of contact.

Project schedules may be reasonably adjusted to reflect delays resulting from Client's failure to provide required information, approvals, access, or materials.

3. Platform Access and Acceptable Use

3.1 Platform Access

To the extent the Services include access to the Platform, Vidlet grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term solely for Client's internal business purposes and solely for an applicable Statement of Work.

No ownership interest in the Platform or any Vidlet intellectual property is transferred to Client under this Agreement.

3.2 Authorized Users

Client shall ensure that access to the Platform is limited to Authorized Users.

Client is responsible for maintaining the confidentiality of user credentials issued to its Authorized Users and for all activity occurring under such credentials.

Client shall promptly notify Vidlet of any unauthorized access to the Platform of which Client becomes aware.

3.3 Availability

Vidlet shall use reasonable efforts to maintain the availability of the Platform during the Term.

Client acknowledges that temporary interruptions may occur due to scheduled maintenance, upgrades, emergency maintenance, internet outages, failures of third-party service providers, or events beyond Vidlet's reasonable control.

Whenever reasonably practicable, Vidlet shall provide advance notice of scheduled maintenance expected to materially affect Platform availability.

3.4 Support

Vidlet shall provide reasonable technical support for the Platform during normal business hours unless otherwise specified in an applicable Statement of Work or a separate support agreement.

Support includes reasonable assistance relating to Platform functionality, user access, and issues affecting Client's use of the Platform.

3.5 Acceptable Use

Client shall not, and shall not permit any third party to:

(a) copy, modify, adapt, or create derivative works of the Platform except as expressly permitted under this Agreement;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Platform except to the extent such restriction is prohibited by applicable law;

(d) interfere with or disrupt the integrity, security, or performance of the Platform;

(e) attempt to gain unauthorized access to the Platform or related systems or networks;

(f) upload or transmit malicious code, viruses, ransomware, or other harmful software; or

(g) use the Platform in violation of applicable law.

3.6 Suspension

Vidlet may suspend Client's access to the Platform if:

(a) continued access poses a material security risk;

(b) Client materially breaches this Agreement;

(d) undisputed Fees remain unpaid following the notice period described in this Agreement.

Vidlet shall use reasonable efforts to provide advance notice of any suspension whenever reasonably practicable and shall restore access promptly after the applicable issue has been resolved.

3.7 Third-Party Technology

The Platform may incorporate or interoperate with third-party products or services, including cloud hosting providers, communication platforms, authentication services, transcription services, translation services, mapping services, analytics tools, or artificial intelligence technologies.

Vidlet shall remain responsible for the overall delivery of the Services but does not warrant the continued availability of third-party products or services outside Vidlet's reasonable control.

3.8 Platform Updates

Vidlet may modify, update, enhance, or improve the Platform from time to time in the ordinary course of business.

Such updates may include new functionality, performance improvements, security enhancements, bug fixes, or modifications required to maintain compatibility with applicable technologies or legal requirements.

Vidlet shall use reasonable efforts to ensure that such updates do not materially reduce the functionality of the Platform used by Client during an active engagement.

5.9 Feedback

Client may provide suggestions, comments, recommendations, or other feedback relating to the Platform or the Services.

Client grants Vidlet a perpetual, irrevocable, worldwide, royalty-free right to use such feedback to improving its products and services, provided such feedback does not include Client Confidential Information.

4. Fees, Expenses and Payment

4.1 Fees

Client shall pay Vidlet the fees set forth in an applicable Statement of Work. Unless otherwise specified in an applicable Statement of Work, all Fees are stated in U.S. Dollars and are exclusive of applicable taxes, duties, and governmental assessments.

Each Statement of Work shall identify the applicable pricing model, which may include fixed-fee, time and materials, milestone-based pricing, subscription fees, participant incentives, pass-through expenses, or a combination thereof.

Unless expressly stated otherwise in an applicable Statement of Work, all Fees are non-refundable once the applicable Services have commenced.

4.2 Invoicing

Vidlet shall invoice Client in accordance with an applicable Statement of Work.

Unless otherwise specified in the Statement of Work:

fixed-fee projects may be invoiced upon execution, by project milestone, or upon completion;
recurring services shall be invoiced monthly in advance;
participant incentives and approved third-party expenses may be invoiced as incurred; and
time and materials engagements shall be invoiced monthly based upon Services performed during the preceding month.

Each invoice shall reasonably describe the Services performed, applicable project or Statement of Work, and any reimbursable expenses.

4.3 Payment Terms

Unless otherwise stated in an applicable Statement of Work, invoices are due thirty (30) days from the invoice date.

Payments shall be made by electronic funds transfer or other mutually agreed payment method.

Client shall notify Vidlet promptly of any disputed invoice item and shall pay all undisputed amounts when due. The parties shall cooperate in good faith to resolve any disputed amounts as promptly as reasonably practicable.

4.4 Expenses

Client shall reimburse Vidlet only for reasonable out-of-pocket expenses expressly identified in an applicable Statement of Work or otherwise approved in writing by Client.

Reimbursable expenses may include participant incentives, recruiting costs, travel, lodging, facility rental, shipping, translation services, transcription services, software licenses required solely for the applicable engagement, and other third-party costs reasonably incurred in performing the Services.

Vidlet shall use reasonable efforts to minimize reimbursable expenses and shall provide reasonable supporting documentation upon Client's request.

4.5 Participant Incentives

Unless otherwise specified in an applicable Statement of Work, participant incentives are billed at cost and are separate from Vidlet's professional fees.

Vidlet may distribute participant incentives directly or through an approved third-party provider.

Client shall remain responsible for participant incentives committed prior to cancellation of an engagement.

4.6 Taxes

Client shall be responsible for all applicable sales, use, value-added, goods and services, withholding, or similar taxes arising from the Services, excluding taxes based upon Vidlet's net income, property, or employees.

If Client is required by applicable law to withhold taxes from any payment, Client shall provide reasonable documentation supporting such withholding.

4.7 Late Payments

Amounts not paid when due shall accrue interest at the lesser of one percent (1.0%) per month or the maximum rate permitted by applicable law.

Vidlet may suspend performance of the Services if undisputed amounts remain unpaid more than fifteen (15) days following written notice to Client. Vidlet shall resume the Services promptly following receipt of payment.

Vidlet shall not be responsible for delays resulting from a suspension of Services due to non-payment.

4.8 Cancellation

Unless otherwise provided in an applicable Statement of Work, Client may cancel or reschedule an engagement upon written notice.

Client shall remain responsible for:

(a) Services performed through the effective date of cancellation;

(b) participant incentives already committed;

(d) other non-recoverable costs reasonably incurred by Vidlet in reliance upon an applicable Statement of Work.

Vidlet shall use reasonable efforts to mitigate cancellation costs whenever reasonably practicable.

4.9 Purchase Orders

If Client requires the use of a purchase order for administrative purposes, Client shall provide the applicable purchase order before commencement of the Services.

Failure to provide a purchase order shall not relieve Client of its obligation to pay amounts properly due under this Agreement.

5. Client Responsibilities

5.1 Cooperation

Client acknowledges that the successful performance of the Services depends upon timely collaboration between the parties.

Client shall provide the information, materials, approvals, personnel, and access reasonably necessary for Vidlet to perform the Services in accordance with an applicable Statement of Work.

5.2 Project Representative

Client shall designate a primary project representative with authority to:

approve project decisions;
provide feedback;
approve Deliverables;
coordinate access to Client personnel;
authorize reasonable project changes; and
communicate with Vidlet on Client's behalf.

Client may change its project representative upon written notice to Vidlet.

5.3 Timely Decisions

Client shall use reasonable efforts to review Deliverables and provide approvals, comments, or requested revisions within the timeframes identified in an applicable Statement of Work or, if no timeframe is specified, within a reasonable period under the circumstances.

If Client's delay materially affects the performance of the Services, Vidlet may reasonably adjust project schedules, milestones, staffing, and delivery dates.

5.4 Client Materials

Client represents that it has all necessary rights to provide Client Content to Vidlet for the purposes contemplated by this Agreement.

Client shall be responsible for the accuracy, completeness, and legality of Client Content and any instructions provided to Vidlet.

Vidlet shall not be responsible for errors or delays resulting from incomplete, inaccurate, or untimely information provided by Client.

5.5 Participants

Unless otherwise specified in an applicable Statement of Work, Vidlet shall be responsible for participant recruiting and management.

Where Client agrees to recruit or provide participants, Client shall be responsible for ensuring that such participants satisfy the agreed recruiting criteria and have provided any required permissions or consents.

5.6 Client Systems

Where performance of the Services requires access to Client systems, facilities, software, or networks, Client shall provide such access in a timely manner and shall obtain any required internal approvals.

Vidlet shall comply with Client's reasonable security and access requirements while accessing Client facilities or systems, provided such requirements have been communicated in advance.

5.7 Acceptance of Deliverables

Unless otherwise specified in an applicable Statement of Work, Client shall notify Vidlet of any material deficiencies in a Deliverable within ten (10) business days after delivery.

If Client does not provide written notice describing any material deficiency within such period, the Deliverable shall be deemed accepted.

If Client timely identifies a material deficiency, Vidlet shall use reasonable efforts to correct the deficiency and resubmit the applicable Deliverable.

5.8 Compliance

Each party shall comply with all laws and regulations applicable to its performance under this Agreement.

Client shall be responsible for obtaining any internal approvals, legal reviews, regulatory approvals, or third-party permissions required for its use of the Services or Deliverables.

5.9 Relationship of the Parties

Vidlet is an independent contractor.

Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary relationship, or employment relationship between the parties.

Neither party shall have authority to bind the other except as expressly provided in this Agreement.

5.10 Non-Exclusivity

Nothing in this Agreement restricts either party from providing or obtaining services similar to those contemplated by this Agreement.

Vidlet may perform services for other clients, including clients operating in industries similar to Client's business, provided Vidlet does not disclose Client Confidential Information or use Client-specific Deliverables in performing such services.

6. Intellectual Property Rights

6.1 Ownership of Client Content

As between the parties, Client retains all right, title, and interest in and to Client Content and Research Data provided by or collected on behalf of Client for the Services.

Except as expressly provided in this Agreement, nothing herein transfers ownership of Client Content to Vidlet.

6.2 Ownership of Deliverables

Upon Client's payment in full of all Fees due under an applicable Statement of Work, Vidlet assigns to Client all right, title, and interest in the final Deliverables expressly identified in an applicable Statement of Work, excluding Vidlet Materials and Third-Party Materials.

To the extent any Deliverable incorporates Vidlet Materials, Vidlet grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use such Vidlet Materials solely as incorporated into the applicable Deliverable for Client's internal business purposes.

6.3 Ownership of Vidlet Materials

Vidlet retains all right, title, and interest in and to the Platform, Vidlet Materials, Platform Improvements, software, source code, methodologies, recruiting methodologies, interview techniques, moderation approaches, workflows, templates, documentation, databases, algorithms, artificial intelligence models, machine learning workflows, trade secrets, know-how, and all related intellectual property rights, whether existing before or developed independently of a particular engagement.

Nothing in this Agreement shall be construed as transferring ownership of any Vidlet Materials to Client.

6.4 Platform Improvements

Nothing in this Agreement limits Vidlet's ability to develop improvements, enhancements, features, workflows, methodologies, or technologies that may be similar to concepts discussed during an engagement, provided Vidlet does not disclose Client Confidential Information or reproduce Client-specific Deliverables.

Any Platform Improvements developed during the performance of the Services shall remain the exclusive property of Vidlet.

6.5 Third-Party Materials

Certain Deliverables may incorporate software, content, images, fonts, libraries, artificial intelligence technologies, or other materials owned by third parties.

Such Third-Party Materials remain subject to the applicable third-party license terms, and ownership of such materials shall remain with their respective owners.

To the extent required, Vidlet shall identify material third-party license restrictions applicable to Deliverables.

6.6 Client License

Client grants Vidlet a non-exclusive, worldwide, royalty-free license during the Term to use, reproduce, display, modify, and process Client Content solely as reasonably necessary to perform the Services and fulfill its obligations under this Agreement.

Such license terminates upon completion of the Services except to the extent continued retention is required by law, necessary to comply with Client instructions, or permitted under this Agreement.

6.7 Research Methodologies

Nothing contained in this Agreement shall prevent Vidlet from applying its general knowledge, experience, research methodologies, interviewing techniques, moderation skills, recruiting expertise, analytical approaches, or professional know-how acquired during the performance of the Services, provided Vidlet does not disclose Client Confidential Information or reproduce Client-specific Deliverables.

6.8 Portfolio Rights

Vidlet shall not identify Client as a customer or use Client's name, trademarks, logos, Deliverables, or project results in marketing materials, presentations, proposals, case studies, or promotional materials without Client's prior written consent.

Nothing in this Section restricts Vidlet from describing its experience in general, non-identifying terms that do not disclose Client Confidential Information.

6.9 Reservation of Rights

Except for the rights expressly granted under this Agreement, each party reserves all rights not expressly granted to the other.

No implied licenses shall arise under this Agreement by implication, estoppel, or otherwise.

7. Confidentiality

7.1 Confidential Information

Each party acknowledges that, for this Agreement, it may receive Confidential Information from the other party. Each party agrees to protect the Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a commercially reasonable degree of care.

Neither party shall disclose Confidential Information to any third party except:

(a) to its employees, contractors, professional advisors, or subcontractors who have a legitimate need to know such information for this Agreement and who are bound by confidentiality obligations no less protective than those contained herein;

(b) as required by applicable law, regulation, court order, or governmental authority; or

7.2 Permitted Use

Each party shall use the other party's Confidential Information solely to performing its obligations or exercising its rights under this Agreement.

Neither party shall use the Confidential Information of the other party for any competitive purpose or for the benefit of any third party.

7.3 Research Information

Without limiting the foregoing, Client Confidential Information includes:

research objectives;
recruiting criteria;
participant identities;
participant responses;
recordings;
transcripts;
study findings;
Deliverables;
product concepts;
prototypes;
business strategies; and
any other information designated by Client as confidential or which reasonably should be understood to be confidential.

Vidlet shall treat all participant information and research data collected on behalf of Client as Client Confidential Information unless otherwise agreed in writing.

7.4 Vidlet Confidential Information

Vidlet Confidential Information includes, without limitation:

the Platform;
software;
source code;
technical documentation;
security architecture;
recruiting methodologies;
workflows;
moderation techniques;
pricing;
non-public product plans;
AI configurations;
algorithms;
Platform Improvements; and
other proprietary business information.

7.5 Required Disclosure

If either party is required by law to disclose Confidential Information of the other party, such party shall, to the extent legally permitted, provide prompt written notice to the disclosing party so that the disclosing party may seek an appropriate protective order or other remedy.

The receiving party shall disclose only that portion of the Confidential Information legally required to be disclosed.

7.6 Return or Destruction

Upon termination of this Agreement or upon written request of the disclosing party, the receiving party shall promptly return or securely destroy the Confidential Information of the disclosing party, except to the extent retention is:

(a) required by applicable law;

(b) required pursuant to a bona fide records retention policy;

(d) necessary to protect a party's legal rights.

Any retained Confidential Information shall remain subject to the confidentiality obligations contained in this Agreement.

7.7 Injunctive Relief

The parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy.

Accordingly, each party shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, in the event of an actual or threatened breach of this Section.

8. Research Data, Data Ownership and Artificial Intelligence

8.1 Ownership of Research Data

As between the parties, Client owns all right, title, and interest in and to the Research Data collected or generated specifically for Client pursuant to an applicable Statement of Work.

Research Data includes participant recordings, transcripts, participant responses, uploaded files, notes, coded observations, annotations, project-specific analyses, and final Deliverables produced for Client.

Except as expressly provided in this Agreement, Vidlet acquires no ownership interest in Client's Research Data.

8.2 Custody of Research Data

During the Term, Vidlet shall host, process, store, and manage Research Data solely to performing the Services and supporting Client's authorized use of the Platform.

Vidlet shall implement appropriate administrative, technical, and organizational safeguards designed to protect Research Data against unauthorized access, disclosure, alteration, or destruction.

8.3 License to Process Research Data

Client grants Vidlet a limited, non-exclusive, worldwide, royalty-free license to host, reproduce, process, transmit, analyze, display, and otherwise use Research Data solely to:

(a) perform the Services;

(b) provide access to the Platform;

(d) provide technical support;

(e) maintain, secure, and improve the operation of the Platform; and

(f) comply with applicable legal obligations.

This license terminates upon expiration or termination of this Agreement except to the extent continued processing is required by applicable law or expressly permitted under this Agreement.

8.4 Aggregated Information

Vidlet may create aggregated, anonymized, and de-identified statistical information derived from the operation of the Platform and the performance of the Services, provided such information:

(a) does not identify Client;

(b) does not identify any Participant;

(d) is not used to disclose Client-specific research findings.

Vidlet may use such aggregated information to improve its products and services, develop benchmarking information, perform internal analytics, enhance security, and support product development.

8.5 Artificial Intelligence

Vidlet may utilize artificial intelligence technologies for the Services, including for transcription, translation, coding, summarization, classification, tagging, search, and preliminary insight generation.

Artificial intelligence is intended to assist the research process and does not replace professional judgment or Client review.

Client acknowledges that AI-generated outputs may contain inaccuracies or omissions and should be reviewed in conjunction with the underlying Research Data.

8.6 AI Training

Unless expressly authorized in writing by Client, Vidlet shall not knowingly use Client Confidential Information or Research Data to train publicly available foundation models or publicly accessible generative artificial intelligence systems.

Nothing in this Section restricts Vidlet from:

(a) using AI services solely to process Client data on Client's behalf;

(b) utilizing AI providers that contractually agree not to use Client data for model training; or

8.7 Data Retention

Unless otherwise specified in an applicable Statement of Work, Vidlet shall retain Research Data for one (1) year following completion of the applicable engagement.

Upon Client's written request made during the retention period, Vidlet shall make reasonable efforts to provide Client with an export of available Research Data in a mutually agreed format.

Following expiration of the applicable retention period, Vidlet may securely delete Research Data in accordance with its records retention policies unless otherwise required by law or agreed in writing.

8.8 Participant Privacy

Vidlet shall process Participant information in accordance with applicable privacy laws and the terms of this Agreement.

Where Vidlet recruits Participants on Client's behalf, Vidlet shall obtain appropriate participant consents consistent with the methodology described in an applicable Statement of Work.

Where Client provides Participants, Client shall be responsible for obtaining any permissions, authorizations, or notices required for participation in the applicable research activity.

8.9 Data Export

During the Term and for a reasonable period following completion of an engagement, Client may request an export of Research Data maintained by Vidlet that is reasonably available through the Platform.

Vidlet may charge its then-current professional services rates for custom exports, extraordinary requests, or requests requiring substantial manual effort, provided such charges are disclosed to Client in advance.

8.10 No Sale of Research Data

Vidlet shall not sell Client Research Data or Participant information to third parties.

Nothing in this Agreement prevents Vidlet from utilizing its general experience, methodologies, know-how, or anonymized operational metrics in the ordinary course of its business, provided such use does not disclose Client Confidential Information.

9 Survival

The obligations contained in this Section shall survive termination of this Agreement for so long as Vidlet retains Client Confidential Information or Research Data.

10. Representations and Warranties

10.1 Mutual Representations

Each party represents and warrants that:

(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;

(b) it has full authority to enter into this Agreement and perform its obligations hereunder;

(d) this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

10.2 Vidlet Warranties

Vidlet represents and warrants that:

(a) the Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards;

(b) Vidlet shall use personnel possessing the qualifications and experience appropriate for the applicable engagement;

(c) to Vidlet's knowledge, the Deliverables created by Vidlet under an applicable Statement of Work will not knowingly infringe the intellectual property rights of any third party; and

(d) Vidlet will comply with applicable laws relating to its performance of the Services.

10.3 Client Warranties

Client represents and warrants that:

(a) it has the rights necessary to provide Client Content to Vidlet;

(b) Client Content and Client's instructions do not knowingly infringe the intellectual property rights of any third party;

(c) Client has obtained any approvals, permissions, licenses, or consents necessary for the Services requested under an applicable Statement of Work; and

(d) Client shall use the Deliverables and Platform in compliance with applicable law.

11. Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiations between executives authorized to resolve the dispute.

If the dispute has not been resolved within thirty (30) days after written notice of the dispute, either party may pursue any remedy available at law or in equity.

Unless otherwise agreed in writing, any litigation arising under this Agreement shall be brought exclusively in the state or federal courts located in Delaware, and each party irrevocably submits to the jurisdiction of such courts.

12. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, PLATFORM, DELIVERABLES, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS."

VIDLET DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR ERROR OR THAT EVERY RESEARCH OBJECTIVE OR BUSINESS OUTCOME DESIRED BY CLIENT WILL BE ACHIEVED.

QUALITATIVE RESEARCH INVOLVES PROFESSIONAL JUDGMENT AND INTERPRETATION. CLIENT ACKNOWLEDGES THAT RESEARCH FINDINGS REPRESENT THE OBSERVATIONS AND ANALYSIS OF SPECIFIC STUDIES AND SHOULD BE CONSIDERED IN THE CONTEXT OF CLIENT'S OVERALL BUSINESS DECISION-MAKING.

NO WARRANTY IS MADE WITH RESPECT TO THIRD-PARTY PRODUCTS OR SERVICES INCORPORATED INTO THE SERVICES.