Terms & Conditions

1. Background and Purpose

CalPro Research provides programs and services related to:

• measuring client and customer satisfaction through surveys,
• measuring staff and employee engagement through surveys, and
• providing consulting on marketing, technology, benchmarking, and management.

By entering into the Agreement, Client engages CalPro Research to provide the Services described in the Program Documentation under these Terms.

2. Communications & Client Responsibilities

CalPro Research will send reports and updates in its standard format to the Client contact named in the Program Documentation (or another contact designated by Client), typically via email. Client’s designated representative will acknowledge receipt as requested.

Client represents and warrants that, to the best of Client’s knowledge, all information it provides to CalPro Research is true, accurate, and that Client has the right to provide such information. Client agrees to promptly notify CalPro Research in writing if any information changes or becomes inaccurate.

Client understands that project timelines and deliverables depend on timely responses and cooperation. Client agrees to respond promptly to inquiries and requests from CalPro Research as needed to perform the Services.

3. Tools, Equipment & Access

Unless otherwise agreed in writing, CalPro Research will provide the tools, supplies, and equipment it needs to perform the Services. Client is not required to provide equipment, tools, or software for CalPro Research to perform its work.

4. Ownership of Materials & Intellectual Property

CalPro Research retains all rights, title, and interest in all materials it produces in connection with the Services, including any related patents, copyrights, trademarks, trade secrets, and other intellectual property.

Client retains ownership of its existing trademarks, trade names, data, and information that it provides to CalPro Research. CalPro Research does not gain ownership of Client’s pre-existing intellectual property.

5. Confidential Information

Both parties may share confidential or proprietary information with each other in the course of the engagement (“Confidential Information”). This may include business plans, trade secrets, methods, processes, third-party confidential information, or other non-public information.

Each party agrees to:

• use the other party’s Confidential Information only as needed to carry out the Agreement,
• limit access to individuals with a legitimate need to know who are bound to maintain confidentiality, and
• not disclose Confidential Information to third parties except as required by law or as needed to implement the program.

Confidential Information does not include information that:

• becomes public through no fault of the receiving party,
• was already known to the receiving party without restriction,
• is later received from another source without restriction,
• is independently developed without use of the Confidential Information, or
• must be disclosed by law or court order.

Each party agrees to return or destroy the other party’s Confidential Information upon termination of the Agreement if requested in writing, except where that information is used in accordance with the summarized statistical use described below.

Use of Summarized Statistical Information. Client understands and agrees that CalPro Research may use summarized, de-identified statistical data (for example, aggregated scores and benchmarks) obtained while performing the Services to prepare comparison reports and benchmarking resources. CalPro Research will not use or disclose personally identifying information, including the identities of individuals or specific organizations providing feedback, in those comparative summaries.

Remedies. Both parties recognize that unauthorized use or disclosure of Confidential Information may cause irreparable harm. Each party is entitled to seek injunctive or other equitable relief, in addition to other remedies available at law or in equity, to prevent or address unauthorized use or disclosure.

6. Conflicts of Interest

Client represents that entering into this Agreement does not violate any other agreement to which Client is a party. CalPro Research remains free to provide similar or identical services to other clients during the term of this Agreement, subject to its confidentiality obligations.

7. Warranties, Disclaimers & Indemnification

7.1 No Implied Warranties.

(Plain-language summary of the legal disclaimer: the Services and related content are provided “as is” without any guarantees.)

CalPro Research does not make any express or implied warranties regarding the Services, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The websites, survey platforms, and servers used in connection with the Services are provided “as is,” and CalPro Research does not guarantee that they will be error-free or uninterrupted, or that specific survey results or business outcomes will occur.

7.2 Indemnification.

CalPro Research agrees to indemnify and hold harmless Client and its officers, employees, and agents from liabilities, losses, damages, and expenses arising from CalPro Research’s breach of the Agreement or its negligent acts or omissions (or those of parties it is legally responsible for). This obligation survives termination of the Agreement.

Client agrees to indemnify and hold harmless CalPro Research and its officers, employees, and agents from liabilities, losses, damages, and expenses arising from Client’s breach of the Agreement or Client’s negligent acts or omissions (or those of parties it is legally responsible for). This obligation also survives termination of the Agreement.

8. Taxes

CalPro Research is responsible for its own taxes and insurance related to the fees it receives under the Agreement, including applicable income and employment taxes under federal, state, or local law.

9. General Provisions

Announcements. Public or internal announcements about the engagement require prior written consent from both parties, other than internal communications necessary to carry out the Agreement.

Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, or employer–employee relationship, and neither party may bind the other.

Severability. If any provision is found invalid under applicable law, it will be treated as omitted to the extent of the invalidity, and the remainder of the Agreement will continue in effect.

Waiver. A failure or delay by either party to exercise any right under the Agreement does not constitute a waiver of that right or any other rights.

Governing Law. The Agreement is governed by the laws of the State of California, without regard to its conflict of law principles.

Dispute Resolution & Arbitration. Any dispute arising in connection with the Agreement may be submitted to binding arbitration upon the demand of either party. Requests for provisional or equitable relief before an arbitrator is appointed, and any court proceedings if arbitration is not demanded, shall be brought in the state or federal courts located in Sacramento County, California. The parties consent to jurisdiction and venue in those courts.

Survival. Certain provisions, including those relating to ownership, confidentiality, warranties, indemnification, dispute resolution, and other provisions that by their nature should survive, will continue in effect after termination of the Agreement.

Entire Agreement & Changes. The Agreement (Program Documentation plus these Standard Terms) is the complete agreement between the parties regarding the subject matter. Any changes or amendments must be in writing and signed by both parties.

Assignment. Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other party.

Notices & Acceptance. Formal notices and acceptances under the Agreement shall be in writing and may be delivered electronically (such as by email or facsimile). They are deemed delivered upon acknowledgment of receipt.