TERMS & CONDITIONS

The Client
For the purposes of this document “The Client’ refers to the company commissioning the project with SS Multi-Market LLC – dba Everyone Talks [“The Company”].

Booking Procedure
On verbal or written confirmation by The Client, The Company will send, by email, a confirmation letter and ‘Confirmation Details’ form to The Client delineating the online product research services commissioned [the “Services”]. Any discrepancies should be addressed immediately to the Client’s contact point/account manager.

Payments
a) Invoices will be billed to The Client and settled in the currency of the quotation. The Client will be liable for settlement for the Services unless otherwise agreed in writing at the time of confirmation.

b) The Company reserves the right to demand payment from The Client of up to 100% of total projected costs in advance of the booking.

c) A final invoice will be submitted to the Client upon the conclusion of the project. Final invoices are due within 30 days unless otherwise agreed. Overdue invoices shall bear interest at 1% per month until paid in full.

d) The Company reserves the right to reverse all discounts and/or rebates for the particular services, should a payment of an invoice be delinquent.

Collection
In the event that The Client’s account is not paid in accordance with these payment terms by the due date, The Company shall be entitled to charge interest measured from the due date in the amount of 1% per month until the account is paid in full.

In the event that The Client’s account is in default and placed for collection, it is agreed that The Company will be entitled to collect all costs of collection, including reasonable attorney’s fees.

Unless otherwise agreed in writing between The Client and The Company,

i. any dispute regarding any project governed by these terms and conditions shall be interpreted by the laws of the State of New Jersey.
ii. any legal action or proceeding filed in connection with any project governed by these terms and conditions shall be filed in the Superior Court of New Jersey, venue in Middlesex County.

Agents and Contractors
Services may be sub-contracted by The Company, as required. All quotations by The Company which are passed on must not be amended in any way. Any commission or management fee must be presented separately from The Company costs.

Bid Expiration
The bid for Services is valid for 90 days from the date provided.

Cancellation and Postponement
Services
In the event that a project is postponed or cancelled once work has begun, it is necessary to invoice The Client for services rendered. Charges will vary depending on location and partner and can impact all Services, including product shipping, product storage, participant recruiting, management fees, and technology services. If the Services are postponed, then charges may also vary depending on location and partner and may include rescheduling fees.

Participant Cancellations
We maintain careful procedures to ensure that recruited participants honor their commitment to review your products. We respectfully request that the recruited participants be treated fairly in the event that they must be cancelled due to The Client’s change in campaign specifications (i.e. product availability issues, qualifying criteria or other reasons).  If rescheduling participants is needed, additional fees will be applied.

Campaign Specifications
Costs, timing and feasibility submitted are based upon The Client specifications and changes to any of these specifications may result in a change in cost, timing or even feasibility.

Privacy
No information regarding participant personal information may be collected by The Client (“PII”). This includes, but is not limited to participant’s name, contact information (email, phone, fax, street address, etc.) without written notice and approval from The Company. If participant personal information is required for product shipment as an example, it may only be used for that purpose and then must be destroyed.  Additionally, a Disclosure Consent Form will need to be completed by The Client.

Confidential Information
All information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement shall be deemed to be confidential information (“Confidential Information”).

Neither party shall use (other than for the performance of this Agreement) or disclose to any third party any Confidential Information of the other party; provided, however, this restriction will not apply to any Confidential Information that:

i. is or becomes generally available to the public, not due to any fault of the Receiving Party,
ii. is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, or
iii. is rightfully received by the Receiving Party from a third party without a duty of confidentiality.

Should a Receiving Party be requested to disclose Confidential Information of the Disclosing Party by a lawful judicial or governmental order or other legal compulsion, such Receiving Party shall immediately notify the Disclosing Party to permit the Disclosing Party to defend against any such order of disclosure, and the Receiving Party shall assist in such defense, at the Disclosing Party’s expense, to the extent permitted by law.

Should a Receiving Party be required under this Agreement to disclose Confidential Information of the Disclosing Party to third parties (other than disclosures by lawful, judicial or governmental order or other legal compulsion), the Receiving Party shall ensure that such third parties accept and abide by these duties of confidentiality and nondisclosure with respect to Confidential Information. This Section shall also apply to Confidential Information disclosed in connection with proposed services that are intended to be covered by this Agreement.

Limitation of Liability
a) The Company shall not be liable for loss under any circumstances which include, but not exclusively, failure of electrical supply or other utilities, leakage of water, adverse weather conditions, industrial action, terrorism or any other reason beyond the control of The Company which may cause the Services to be cancelled or interrupted.

b) If The Company is in breach of its obligations for any reason or terminates a confirmed booking of Services, The Company’s only liability is to return any advanced payments received for Services.

Indemnity
The Client shall indemnify The Company against any losses, damages, claims and expenses incurred in respect of the following, to the extent not caused as a direct result of the negligence of The Company or its employees: Death or personal injury; Damage to the venue or any part of it; Damage to, loss or theft of any property.

Insurance
a) The Client shall effect to maintain public liability insurance to a minimum cover of $2,000,000.

b) The Client shall not do anything that might render void The Company insurance policy.

General Terms and Conditions
With confirmation of Services, The Client agrees to our general terms and conditions on our website.