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Researcher Agreement
Last Updated: September 29, 2018

PARTIES TO THIS AGREEMENT

This Researcher Agreement governs the relationship between RWS Information US LLC, having its principal place of business at 90 Broad Street, Suite 402, New York, NY 10004 (RWS, the Company, Company or we, our, us), and you (the Researcher, the Crowd, the Community). This Agreement is effective as of the date you register as a Researcher and for the duration of your association and any continuing obligations with us.

1. INTRODUCTORY MATTERS

When you register as a Researcher with RWS, we welcome you to our global community of Researchers through an online registration process. Your registration and status as a Researcher are at all times contingent on your compliance with this Agreement and all Company policies and procedures provided on our website app.articleonepartners.com (the “Site”), including our Privacy Policy and Terms of Use as may be updated from time to time, or as we may otherwise communicate to you (our “Policies”).

Accepting the terms of this Agreement, including the completion of the online registration information, registers you as a Researcher and allows you to set up your Researcher account with the Company. However, if you do not confirm your email address, you will not be eligible to participate in the Studies of the Company. Please note that there may be additional eligibility requirements for particular activities, types of research or Studies.

You may open and maintain only a single account as a Researcher on AOP CONNECT™, the Company’s online, proprietary platform, with the Company. You agree that you will provide accurate contact and personal information and that you will promptly update the Company with any changes to such information. The Company may share your personal data with clients, but only when we have your explicit consent to do so. The Company will seek your consent before disclosing any personal data internally and/or to any clients, as needed, and in accordance with our Privacy Policy.

2. CONFIDENTIALITY

For the purposes of this Agreement and your relationship with RWS, “Confidential Information” means all confidential or proprietary information, documents, and materials, whether printed or in machine-readable form or otherwise belonging to the Company or its clients, including but not limited to, processes, hardware, software, inventions, trade secrets, ideas, designs, research, and know-how; business methods, production plans, marketing and branding plans, and merger plans; identity of shareholders, directors, or employees; materials relating to business operations; all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements to any such inventions, including but not limited to, all products created, designed, and marketed by the Company or its clients; all patents, including patent applications and patent disclosures, both domestic and foreign, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof; all trademarks, service marks, trade dress, logos, slogans, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated with any such marks, and all applications, registrations and renewals in connection therewith; all writings and other works subject to copyright protection under any federal, state, provincial or local, or international copyright act or other law or international treaty, including, without limitation, the U.S. Copyright Act, including all copyrighted works, copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith; all mask works and all applications, registrations, and renewals in connection therewith; all trade secrets and confidential business information (including, without limitation, ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, and business information); all computer software (including data, disks, licenses, source code, and related documentation); and all web sites and domain names.

Confidential Information shall include all information that should reasonably have been understood by the Researcher to be Confidential, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the Company or its clients, regardless of whether such information is marked "Confidential" or "Proprietary." “Confidential Information” also includes the fact that you are providing services to the Company or its clients as a Researcher, any information or other materials provided to you by the Company or its clients in connection with any Studies and any information or work product generated by you in connection with any Studies (collectively, “Study Materials”), independent of whether that information has been made available on AOP CONNECT™.

The Researcher’s Confidential Information shall include all information provided by the Researcher designated as personal data, including but not limited to, any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

For the purposes of this Agreement and your relationship with the Company, Confidential Information does not include information which: (i) was or is obtained by the Researcher from a third party which third party, to your actual knowledge as a Researcher, was or is lawfully in possession of such information and was or is not in violation of any contractual or legal obligation to the Company or other party with respect to such information; (ii) is or becomes part of the public domain through no fault of the Researcher; (iii) was or is independently ascertained or developed by the Researcher; or (iv) is approved for disclosure and release by written authorization of the Company.

As a Researcher, you agree that you will take all reasonable precautions and steps to prevent the disclosure of Confidential Information, including but not limited to the following:

  • You will not use Confidential Information other than for the benefit of the Company and its clients and for the purposes described directly or indirectly in this Agreement or specific Studies.
  • You agree that all Confidential Information is the sole property of the Company or its clients at all times, regardless of whether such information is situated on our premises or elsewhere, and that it is subject to inspection with or without notice.
  • You will not use the Confidential Information to compete, either directly or indirectly, with the Company or its clients.
  • Upon the Company’s request by email or by other means deemed appropriate, you will promptly return or destroy all such Confidential Information and will confirm such destruction to the Company in writing. You agree to use the same degree of care in protecting and using the Company’s Confidential Information and that of its clients as you would use in protecting your own Confidential Information. In no case will you use less than a reasonable degree of care to maintain the confidentiality of the information you receive from the Company.
  • If you receive notice of any legal proceedings that request or require you to disclose any Confidential Information or Study Material, you agree to notify and coordinate with the Company, before making any disclosure.

For the purposes of this Agreement and your relationship with the Company, the Company agrees to take all reasonable precautions and steps to prevent the disclosure of the Researcher’s Confidential Information, otherwise known as personal data, in accordance with the normal course of the Company’s business.

3. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise disclosed to you, all intellectual property rights in any materials or content supplied on the Site or in connection with any Study are owned by RWS or its clients.

Nothing in your use of the Site and participation in Studies gives you any rights of any kind to any intellectual property owned by the Company or by its clients or in any Confidential Information the Company or its clients may provide to you, and you agree that you do not acquire any ownership or use rights beyond those expressly granted to you.

Nothing in this Agreement affects any continued ownership of intellectual property rights you may have in any public references that you provide to a Project.

In addition, you agree to the following as a condition to participate as a Researcher:

  • You will fully cooperate with the Company or its clients to assist with the procurement, maintenance and enforcement of intellectual property rights owned by the Company or its clients. You will sign all papers, including without limitation, copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company or its clients may deem necessary or desirable in order to protect the rights and interests of the Company, or those of its clients, in any and all countries. If we are unable, after reasonable effort, to secure your signature on any such papers, you hereby irrevocably designate and appoint an officer of the Company as your agent and attorney-in-fact to execute any such papers on your behalf, and to take any and all actions as we may deem necessary or desirable in order to protect the rights and interests of the Company, or those of its clients, in any and all countries.
  • You will make full and prompt disclosure to the Company or its clients of all inventions, discoveries, designs, developments, methods, processes, modifications, improvements, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or visual works, and other works of authorship (collectively Developments), whether or not patentable or copyrightable, created, made, conceived or reduced to practice by you, whether alone or jointly with others, and which (a) arise in connection with your work for the Company or its clients, or (b) relate to the Company’s business or that of any client on whose Studies you may have worked or (c) result from the use of any assets or property (whether tangible or intangible) of the Company or its clients.
  • You agree that you will not make any public disclosure of, nor file for patent or other intellectual property rights protection relating to the information you receive as a result of your work as a Researcher for the Company or its clients. If we determine that you have led or contributed to the filing, in any way, of a patent application or other intellectual property filing relating to your work for the Company or its clients, you agree to, at a minimum, to fully and promptly assign any and all interest and rights into said patent or other intellectual property applications as directed by the Company.
  • This Agreement does not obligate you to assign to the Company any Development that, in the Company’s sole and reasonable judgment, is developed entirely on your own time and does not relate to your participation in a Study or other work with the Company or its clients. You agree to promptly disclose any Developments to the Company for confidential evaluation and for the purpose of determining whether they qualify for such exclusion.

4. PROTECTION OF RWS’S BUSINESS RELATIONSHIPS

RWS has business relationships to which you, as a Researcher, are given access. In order to protect these relationships, you agree that during the term of this Agreement and for one year after the termination of your work or at will contractual relationship with the Company, you will not, directly or indirectly:

  1. become associated with any Competitor as a partner, shareholder, manager, employee, consultant, creditor, director, officer, advisor or in any other relationship or capacity, provided that nothing herein shall prohibit you from participating as a Researcher or similar role on a different crowdsource website. As used herein, “Competitor” means any person, firm, corporation or other entity engaged in any crowdsourcing of intellectual property information;
  2. employ or retain any person who was employed or retained by us while you were working as a Researcher with the Company;
  3. solicit, interfere with or endeavor to entice away any of our clients; and/or
  4. defame or disparage the Company, its officers, businesses, products or clients or engage in any unfair trade practices towards us.

In addition, where a client of the Company (or any entity using the Company’s platform to communicate directly with you) solicits research from you on a public or private basis, you agree to immediately refer that solicitation to the Company by either directing the source of the outreach to their contact at the Company or, as a default, to the Contact link on our Site. The Company, in its sole discretion, may direct any resulting work to you, but is under no obligation to do so, and is under no obligation to provide a consulting or other work product relationship with you on this basis.

5. NO EMPLOYER OR FIDUCIARY RELATIONSHIP

As a Researcher for RWS, it is your responsibility to understand and abide by relevant labor laws in your respective country, state, province, local government and/or any other authorized government jurisdiction for your particular location and work situation. In the event the labor laws of your applicable country, state, province, local government and/or any other authorized government jurisdiction consider this arrangement to be an employee/employer relationship, you are prohibited from registering on the Company’s Site or participating in any Studies.

You hereby acknowledge that (i) your registration on the Company’s Site, status as a Researcher, participation in Studies, or receipt of any compensation; (ii) the Company’s or its clients’ use of any responses or materials provided by you in a Study; (iii) the use of the terms "Researcher" or "work"; and (iv) your compensation from the Company or its clients for services performed by you, do not individually or collectively create any employee-employer, agency, fiduciary or any other non-arms-length relationship between you and the Company or its clients or confer upon you any of the rights or obligations associated with any such relationship. Likewise, you agree that the payment of any compensation does not provide any rights associated with an employee benefits plan or any other plan provided for employees.

You affirm that you are not an employee or agent of the Company and that you are not the immediate family member (spouse, mother, father, sister, brother, daughter, or son) or member of the same household (whether related or not) of any such employee or agent.

6. REWARDS

A Study posted on AOP CONNECT™, the Company’s online proprietary platform, may offer compensation to Researchers who compete and are selected as winners or runners up. By participating in such a Study, Researchers have an opportunity to receive compensation if their Responses are selected as those that best match the requirements of the Study.

Each Study posted on the Site will indicate its specific requirements, including the information sought, the time period over which it will run, particular types or sources of information, qualifying or disqualifying questions, and the amount and distribution of the expected compensation.

Typically, compensation is paid to the first Researcher to submit research results that best match the Study requirements. The determination of the best matching Response or Responses is made in the sole and complete discretion of the Company based on the input from the client sponsoring the Study and/or the client's selection.

In some instances, a Study may offer payment of the compensation to multiple Researchers whose submissions have met certain criteria as set in the Study description. We reserve the right to determine the increments in which the compensation will be distributed to multiple winners if the Study does not specifically designate the criteria.

We will announce the winning Researchers on the Company’s Site after some period of review, following the close of the relevant Study. The timing for review and announcement of winning Researchers will be in the Company’s sole discretion. Once Studies are closed, winning Researchers may be publicly identified by username.

7. CONTRACT WORK

RWS or its clients may request you to work on a particular activity as a contractor in exchange for a predetermined or agreed-to compensation, on either a fixed rate or hourly basis. Such work (“Contract Work”) is contracted on an as requested basis and is executed at the Researcher's convenience. There is no guarantee of continued Contract Work. As a Researcher, you are not required to accept Contract Work from the Company or its clients.

To be eligible for Contract Work, a Researcher agrees to provide such information, in addition to the information provided in the Researcher's registration profile, as we or the Company’s clients may request. You agree that the Company may share the information with its clients as needed.

The following terms apply to any request to perform Contract Work:

  • The payment of any compensation for Contract Work is based on the satisfactory completion of the activity, including the Company’s or its clients’ acknowledgement of the receipt of the deliverable(s), as communicated by the Company or its clients;
  • You will provide the place of work and the tools and materials for the completion of the activity unless we or the client elect to provide a mutually agreed to space, tools and/or materials.
  • The Company or its clients will not supervise your work and will not require a set sequence or method for its execution. The expected deliverable is the outcome of your own unsupervised approach.
  • You are responsible for your own expenses; the Company may discharge or cease offering you Contract Work or alter the volume of Contract Work offered at any time regardless of the volume or timing of your previous Contract Work.
  • In some cases, the Company’s clients may request Researchers with specific skills or experience to work directly with them on Projects independent of the Company’s platform(s).

The following terms apply to such Contract Work opportunities:

  • The Company may use your personal data to help our client(s) determine which Researchers are suitable to be offered Contract Work.
  • The Company may make introductions between the selected Researchers and the client offering the Contract Work opportunity.
  • The Company will determine at its sole discretion whether the work will be performed and billed through the Company. In the event that the Company declines to be the billing party you agree to consider this as direct work for the client in which case the following terms apply:
    • The Company will make introductions between you and the client at which point you will be free to communicate and work directly to determine the final details of the Contract Work for this single activity.
    • By accepting the Contract Work directly with the client, you agree the Company bears no responsibility in any way for your compensation or for any other aspect of the relationship between you and the client.
    • The Company may charge the client a fee for the referral of or the introduction to a Researcher.
    • You agree that you will not directly engage with a client without the Company’s written agreement. This includes performing any additional work the client requests outside the original scope of the assigned Contract Work. You agree to refer any additional work or requests for deliverables to the Company.

8. SUSPENSION AND TERMINATION

If we determine that you have failed to comply with any part of this Agreement or RWS’s Policies, we may in our sole discretion suspend or terminate your Researcher account with the Company. The Company may further exercise any and all other rights or remedies available under our Policies and applicable law.

If you have performed work which is selected for compensation, we may determine that such compensation is forfeited for any time period during which you are not in compliance with this Agreement or the Company’s Policies. You agree that if the Company determines that you have made false, inaccurate or incomplete statements to the Company or in response to a Study that you will immediately, upon demand by the Company return the value of any compensation that has been or may be paid to you. You further agree that we may use any available legal and/or equitable remedies to suspend or terminate your account with the Company, prevent payment of compensation while in noncompliance with this Agreement or the Company’s Policies, or seek remuneration of amount paid to you while you were in noncompliance with this Agreement or the Company’s Policies.

You may request a temporary suspension or pause of access to your account. Please contact RWS at [email protected] to affect such suspension or pause.

9. ACCOUNT CLOSURE AND DELETION

As a Researcher for RWS, you can close your account without the need of a formal request to the Company. There is a “close account link” on the My Account page. When you close your account, the Company tracks the date of such closure and you will no longer appear as a member of the Community.

As a Researcher for the Company, you can request the deletion of your account and its associated personal data. Please contact the Company at [email protected] to affect such deletion.

10. PAYMENTS; TAXES

Unless otherwise stated, payments will be calculated and paid in U.S. Dollars, whether paid directly by RWS or through a third-party service provider. Regardless of the Researcher's status for payment on a Study, if the laws of the United States or other jurisdictions preclude compensation, we shall not be required or obligated to remit payment.

All payments shall be made net of any withholding or other similar taxes. When applicable, foreign exchange fees or other transaction fees required to remit payment will be deducted from the amount to be received by the Researcher. If payment is required to be affected in another currency under applicable law, the payment amount shall be determined on the foreign exchange rate in effect on the date of the disbursement or as otherwise determined in the Company’s discretion. Researchers shall not be entitled to any true-up or other compensation of any kind. Payment of any taxes or fees is the sole responsibility of the Researcher.

A Researcher's eligibility to receive payments from the Company is conditioned upon providing such information as we shall reasonably require in order to comply with applicable laws and regulations which may include any of the following:

  • Proof of nationality and residency, certification of date of birth.
  • IRS Form W-9.

As a Researcher for the Company, you agree to indemnify the Company and hold the Company harmless against any claims, losses or expenses arising out of or relating to your tax status.

11. EQUITABLE RELIEF, DAMAGES

As a Researcher for RWS, you agree and understand that a breach of this Agreement may cause substantial harm to the Company and/or its clients and that the Company would not have an adequate remedy at law, nor be fully compensable in money damages alone, for such breach. Therefore, the Company or any third-party owner of the Confidential Information may, in addition to other available legal or equitable remedies, enforce their rights in equity by injunction, specific performance or other equitable relief. The Company and/or its clients’ right to such equitable remedies shall be in addition to all other rights or remedies, which the Company or its clients may have under this Agreement or under applicable law. The Company shall have the right to recover its costs and expenses, including reasonable attorneys’ fees, incurred to enforce this Agreement whether or not suit is commenced.

12. SUCCESSORS AND ASSIGNS

This Agreement is binding on the parties, their agents, successors and assigns.

13. NOTICES

The parties may provide all notices, demands, requests or other communications given under this Agreement in writing, (i) in the case of the Company, to our email address set forth on RWS’s Site, and (ii), if to a Researcher, to the Researcher’s email address set forth in the Profile completed by the Researcher.

14. WAIVER

A waiver at any time by RWS of any breach or a failure to enforce any of the terms and conditions of this Agreement shall not in any way affect, limit or waive our right thereafter to enforce and compel strict compliance with every term and condition hereof.

15. GOVERNING LAW

This Agreement shall be governed, construed and enforced in accordance with the laws of the State of New York, without regard to principles of conflicts of law. In the event that processing of data belonging to EU data subjects takes place, the General Data Protection Regulation (GDPR) (EU) 2016/679 is applicable.

16. ENTIRE AGREEMENT

This Agreement represents the only agreement among the parties concerning the subject matter herein and supersedes all prior agreements, whether written or oral. You agree that RWS may amend, modify or waive any provision of this Agreement by posting of same on the Site and you agree to all such future amendments, modifications or waivers with your only remedy to non-agreement with same being the cessation of your role as a Researcher for the Company.

CONTACT US

Please contact RWS with any questions or comments you have regarding our Researcher Agreement at [email protected] so that we may promptly address your concerns.