Skip to main content

Qualtrics Master Services Agreement

This Master Service Agreement (“Agreement”) is entered into by and between you (“Contractor”) and Qualtrics (as defined herein) and may be updated from time to time. Refer to this Agreement regularly to ensure compliance. Please read this Agreement carefully before signing a Work Order which references and incorporates this Agreement. This Agreement takes effect when referenced in a Work Order executed by and between Qualtrics and Contractor. Qualtrics may modify this Agreement at any time by posting a revised version on this website www.qualtrics.com/master-services-agreement/ or otherwise providing notice to Contractor. By continuing to provide the Services or Deliverables after the effective date of any modifications to this Agreement, Contractor agrees to be bound by the modified terms. Last revised: September 30, 2022.

“Qualtrics” as used in this Agreement refers to Qualtrics, LLC or the affiliate of Qualtrics, LLC which enters into a Work Order pursuant to this Agreement with Contractor. Each Work Order is a separate obligation of the Qualtrics entities or entity that execute(s) such Work Order and no other Qualtrics entity has any obligation under such Work Order.

****************
  1. SERVICES, WORK ORDERS.
    1. Services. Contractor will provide services to Qualtrics in accordance with the terms and conditions of this Agreement (“Services”) as the parties may from time to time agree and specify in work orders (“Work Orders”) signed by Qualtrics. Contractor will provide all equipment, software and supplies required to perform the Services. Services under a particular Work Order are called a “Project.” Qualtrics makes no promises or representations whatsoever as to the amount of business Contractor can expect at any time under this Agreement. Unless otherwise agreed in a Work Order, any hosted Services shall be Available at least 99.9% of the time, calculated on a monthly calendar basis. “Available” means the Services are available and operable for access and use by Qualtrics and its users over the internet.
    2. Work Orders. This Agreement governs each Work Order, except that any conflict between the terms of this Agreement and a Work Order will be resolved in favor of the Work Order if the Work Order explicitly states that it is intended to modify the conflicting terms of this Agreement. This Agreement does not obligate Qualtrics to engage Contractor to perform any Services, or Contractor to perform any Services, until both parties have signed a Work Order and then only for the Project specified in the Work Order. Both parties must sign a Work Order for it to be effective. If Contractor commences Services for Qualtrics in the absence of a Work Order and Qualtrics accepts such Services, this Agreement will nevertheless apply, unless the parties otherwise mutually agree in writing. Contractor will, at no cost to Qualtrics, promptly and satisfactorily correct any Services or Work Product found to be defective or not in conformity with the requirements of this Agreement and the applicable Work Order.
    3. On-Site Services. If Contractor provides Services on Qualtrics premises, Contractor will (a) abide by all Qualtrics’ rules, policies, and procedures regarding such matters as safety, security, health, environmental and hazardous material management, misconduct, physical aggression, harassment and theft (collectively, “Rules”); and (b) at Qualtrics’ request, remove and promptly replace any Personnel (defined in Section 6 below) performing Services who behave in a manner that is unlawful or inconsistent with any Rule.
    4. Payment/Records. Contractor will invoice Qualtrics in accordance with Qualtrics’ current accounts payable procedures and system. Qualtrics will pay Contractor as provided in the Work Order. Contractor is entitled to no other compensation or reimbursement for the Services. Contractor will not raise its pricing on a per-unit basis from a given Work Order for any future or renewal Work Orders. Contractor will, in accordance with generally accepted accounting standards, keep copies of all books and records relating to the Services during the term of this Agreement and for three years thereafter. Qualtrics may upon reasonable notice and during normal business hours examine and make copies of all books and records relating to the Services.
    5. Taxes. Contractor may charge and Qualtrics will pay applicable federal, state or local sales or use taxes or value added taxes that Contractor is legally obligated to charge (“Taxes”), provided that such Taxes are stated on the original invoice that Contractor provides to Qualtrics and Contractor’s invoice states such Taxes separately and meets the appropriate tax requirements for a valid tax invoice. Qualtrics may provide Contractor an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case Contractor will not charge or collect the Taxes covered by such certificate. Contractor will be responsible for all other taxes or fees (including interest and penalties) arising from transactions and the documentation of transactions under this Agreement. Qualtrics may deduct or withhold any taxes that Qualtrics determines it is obligated to withhold from any amounts payable to Contractor under this Agreement, and payment to Contractor as reduced by such deductions or withholdings will constitute full payment and settlement to Contractor of such amounts.
  2. TERM This Agreement begins on the Effective Date and, unless earlier terminated pursuant to this Agreement, continues for a period of one year; provided, however, that the terms of this Agreement shall survive and apply to any Work Orders outstanding as of the effective date of termination. Upon expiration of such period, this Agreement will automatically renew on a month-to-month basis until either party gives at least 60 days’ prior written notice of termination. A Work Order will commence on its specified start date and terminate on its specified completion date, provided that Qualtrics may terminate any Work Order or any portion thereof, without cause and/or without the occurrence of a default, with immediate effect, by providing prior written notice to Contractor. Upon any such termination, Qualtrics is only liable to pay for Services performed and for documented out-of-pocket liabilities incurred prior to expiration or termination; provided that Contractor shall use commercially reasonable efforts to minimize such liabilities; provided, further that if the fee set forth in the Work Order is a fixed amount, Qualtrics will pay the fee to the extent the Project/Work Order is complete. In addition, Qualtrics may terminate this Agreement or any applicable Work Order or any portion of the Services not then performed immediately upon written notice for Contractor’s material breach of this Agreement, including but not limited to any breach of Section 7 below. Contractor may terminate this Agreement immediately upon written notice if Qualtrics fails to cure a nonpayment of amounts due within 30 days after written notice of such nonpayment to Qualtrics. In connection with the termination or expiration of this Agreement for any reason, Contractor will provide reasonable assistance to Qualtrics in order to enable and facilitate an orderly transition of the Services to Qualtrics or to another vendor.
  3. REPRESENTATIONS AND WARRANTIES.
    1. General. Contractor represents and warrants that: (a) it will perform the Services in a competent and workmanlike manner in accordance with the level of professional care customarily observed by highly skilled professionals rendering similar services; (b) the Services, Work Product and/or other materials provided by or on behalf of Contractor will not violate or infringe any third party’s patents, trade secrets, trademarks or other proprietary rights; (c) it and its Personnel will comply, at Contractor’s sole cost, with all applicable ordinances, codes, standards, laws, rules, regulations and orders of any governmental authority having jurisdiction over Contractor’s performance of the Services (“Laws”), and will hold and fully comply with all required licenses, permits and approvals; (d) it has all rights necessary for (and is not subject to any restriction, penalty, agreement, commitment, law, rule, regulation or order which is violated by) its execution and delivery of this Agreement and performance of its obligations under this Agreement; (e) all Personnel are authorized to lawfully perform the Services pursuant to applicable immigration and work status Laws; (f) it shall not provide to Qualtrics in the performance of the Services, any products, components, services, or technology that constitute covered telecommunications equipment or services as defined under Section 889(f)(3) of Public Law 115-232 and FAR Clause 52.204-25; (g) it shall comply with the SAP Supplier Code of Conduct located at https://assets.cdn.sap.com/agreements/supplier-portal/sap-supplier-code-of-conduct/sap-supplier-code-of-conduct-englishglobal.pdf, as the same may be amended from time to time; and (h) it has conducted background checks on all such Personnel, which background checks shall comprise, at a minimum, a review of seven (7) years of employment references and criminal records, in accordance with state, federal and local law. Qualtrics may, in its sole and absolute discretion, perform background checks on individuals providing Services on behalf of Contractor and Contractor shall cooperate with such checks.
    2. Export Controls and Economic Sanctions. Contractor agrees to comply with all applicable export laws and regulations, including the Export Administration Regulations (“EAR”) and trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). Contractor represents that it is not a designated, denied, or otherwise restricted party, as specified under the laws and regulations identified above, and will not supply any products or services from (1) a country or region that is subject to comprehensive U.S. economic sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); or (2) a designated, denied, or otherwise restricted party, as specified under the laws and regulations identified above.
    3. EEO Requirements. Each party shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations: (i) prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, national origin, sexual orientation, and gender identity or expression; and (ii) require that covered parties take affirmative action to employ and advance in employment of individuals without regard to race, color, religion, sex, national origin, sexual orientation, gender identity or expression, protected veteran status or disability.
  4. DEFENSE AND INDEMNITY. Contractor hereby releases and will defend, hold harmless, and indemnify Qualtrics, and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors and assigns (“Qualtrics Indemnified Parties”), from and against any allegation or claim based on, or any loss, damage, settlement, cost, expense and any other liability (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively, “Claims”), arising from any act or omission by Contractor and/or its Personnel, including without limitation any breach of this Agreement or allegation or claim of negligence, strict liability or misconduct. However, the foregoing does not apply to the extent such Claim results solely from Qualtrics’ gross negligence or willful misconduct. Contractor’s duty to defend is independent of its duty to indemnify. Contractor’s obligations under this section are independent of all of its other obligations under this Agreement. Contractor will use counsel reasonably satisfactory to Qualtrics to defend each Claim, and Qualtrics will cooperate (at Contractor’s expense) with Contractor in the defense. Contractor will not consent to the entry of any judgment or enter into any settlement without Qualtrics’ prior written consent, which may not be unreasonably withheld.
     In connection with any action to enforce Contractor’s obligations under this section with respect to any claim arising out of any bodily injury (including death) to any person directly or indirectly employed by Contractor, Contractor waives any immunity, defense or protection under any workers’ compensation, industrial insurance or similar laws and assumes liability for such claim. This paragraph will not be interpreted or construed as a waiver of Contractor’s right to assert any such immunity, defense or protection directly against any of its own employees or such employee’s estate or other representatives.
  5. INSURANCE. While performing any work, or providing products or Services related to this Agreement, any applicable Work Order, any extension thereof, Contractor agrees to maintain, at its own expense, all necessary insurance for Contractor at least the following kinds and limits, with insurance companies licensed or permitted to do business in the jurisdiction(s) where the work, products or Services will be provided and rated at a minimum of “A-” VIII by AM Best (or similarly recognized rating agency in the country where the coverage was obtained):
    1. Workers’ Compensation (or similarly required government scheme) – in accordance with statutory requirements for all locations where work, products or Services are to be provided. For any work performed in the United States or Canada, the policy shall be amended to include a waiver of subrogation endorsement in favor of “SAP Parties”, which shall be defined as: SAP SE, its parent(s) and each of their respective direct or indirect, partners, members, affiliates, principals, directors, officers, stockholders and employees (“SAP Parties”).
    2. Commercial General Liability – with a limit of not less than $1,000,000 per occurrence, $1,000,000 for products and completed operations, and $2,000,000 in the aggregate including, but not limited to, coverage for bodily injury, death, property damage, products and completed operations, independent contractors, premises/operations, sudden and accidental pollution coverage, contractual, and personal and advertising injury liabilities. For any work performed in the United States or Canada:
      1. Policy shall include an endorsement including SAP Parties as additional insureds.
      2. Policy shall include a waiver of subrogation endorsement in favor of SAP Parties.
      3. Policy shall include a cross-liability and severability of interest clause.
      4. Policy shall contain an endorsement noting that Contractor’s insurance is primary and any other insurance carried by SAP shall be noncontributory.
      5. If Contractor is providing bartending or Services which include the serving or distribution of alcoholic beverages, policy shall include Liquor Liability coverage – with a limit of not less than $1,000,000 per occurrence.
    3. Commercial Automobile Liability, If Contractor will use automobiles on Qualtrics property to complete work under this Agreement, Contractor shall maintain Commercial Automobile Liability with a combined single limit of not less than $1,000,000 per occurrence for bodily injury, death and property damage for all owned, non-owned, hired or leased vehicles operated by Contractor Personnel. For any work performed in the United States:
      1. Policy shall include an endorsement, including SAP Parties as additional insureds.
      2. Policy shall include a waiver of subrogation endorsement in favor of SAP Parties.
      3. Policy shall include a cross-liability endorsement and severability of interest clause.
      4. Policy shall contain an endorsement noting that Contractor’s insurance is primary and any other insurance carried by SAP shall be noncontributory.
    4. Professional Liability (Errors & Omissions). If Contractor will be providing “Professional Services” under this Agreement, Contractor will maintain Professional Liability insurance (Errors & Omissions) with a limit of not less than $1,000,000 per claim and covering claims arising out of or related to acts, errors or omissions in connection with work or Services provided by Contractor. The policy shall have a retroactive date on or before the Agreement date or the date of Contractor’s first professional service, whichever is earlier. Contractor shall use commercially reasonable efforts to maintain such coverage for one (1) year following final delivery of work or Services.
    5. Commercial Crime Insurance. If Contractor will have access to or exercise control over Qualtrics’ cash, financial instruments, or may be able to negotiate contract terms with third parties on behalf of Qualtrics, Contractor will maintain Commercial Crime Insurance with a limit of not less than $1,000,000 per occurrence, covering losses arising out of or in connection with any fraudulent or dishonest acts committed by Contractor’s Personnel, acting alone or in collusion with others.
    6. Cyber Liability Insurance. If Contractor will provide cloud solutions or related Services or have access to or exercise control over a third party’s computer network, database storage, confidential information, or any personal identifiable information on Qualtrics’ customers or employees, Contractor shall maintain Cyber Liability Insurance with a limit of not less than $5,000,000 per claim and covering claims arising out of or related to network security liability or privacy liability exposures. The policy shall have a retroactive date on or before the Agreement date or the date of Contractor’s first service, whichever is earlier. Contractor shall use commercially reasonable efforts to maintain such coverage for three (3) consecutive years following final delivery of work or Services.
    7. Riggers Liability Insurance. If Contractor will be hoisting, rigging or using a crane to complete their work, Contractor will maintain Riggers Liability Insurance in at least amounts to cover full replacement value of items being rigged.
    8. General. All insurance policies required to be maintained by Contractor, except for Professional Liability and Crime Insurance must be written on an occurrence basis and may be maintained with limits listed in other foreign currencies, if they are equivalent to the amounts required herein. Qualtrics will be provided with certificates of insurance and, where applicable, copies of policy endorsements prior to beginning of work or delivery of products or Services and annually upon renewal of Contractor’s insurance programs. Contractor shall require any subcontractors performing work related to this Agreement to maintain all statutory insurance coverages and commercial general liability coverage as required herein. Contractor shall be liable for any deductibles, retentions or other self-insurance mechanisms specified in such policies. None of the requirements contained herein as to types or limits or Qualtrics’ approval of insurance coverage to be maintained by Contractor are intended to, and shall not in any manner, limit, qualify or quantify liabilities and obligations assumed by Contractor under the Agreement or otherwise provided by law.
  6. PERSONNEL; INDEPENDENT CONTRACTORS. Contractor and Qualtrics are independent contractors. Contractor has exclusive control over its employees, representatives, agents, contractors and subcontractors (collectively, “Personnel”) and over its labor and employee relations and its policies relating to wages, hours, working conditions and other employment conditions. Contractor has the exclusive right to hire, transfer, suspend, lay off, recall, promote, discipline, discharge and adjust grievances with its Personnel. Contractor is solely responsible for all salaries and other compensation of its Personnel who provide Services and for making all deductions and withholdings from its employees’ salaries and other compensation and paying all contributions, taxes and assessments. Unless otherwise agreed in writing, Contractor’s Personnel are not eligible to participate in any employment benefit plans or other benefits available to Qualtrics employees. Contractor has no authority to bind Qualtrics to any agreement or obligation. Contractor will be solely responsible for all theft, damage and/or misconduct related to its Personnel. Upon Qualtrics’ reasonable request, Contractor will promptly replace any Personnel with Personnel acceptable to Qualtrics.
     Contractor will not subcontract any Services or delegate any of its obligations under this Agreement or any Work Order without the prior written consent of Qualtrics. If Qualtrics so consents, Contractor will ensure that any such subcontractor is bound to the terms of this Agreement. Notwithstanding the existence or terms of any subcontract, Contractor is responsible for the full performance of the Services and for its subcontractors’ compliance with the terms of this Agreement.
  7. CONFIDENTIALITY/PUBLICITY. Contractor will comply with the terms of any nondisclosure agreement between Contractor and Qualtrics (or Qualtrics’ affiliates) (“NDA”). If no such agreement exists, Contractor and its representatives (a) will protect and keep confidential the existence of this Agreement (including, without limitation, all Work Orders), its terms and conditions and any other information obtained from Qualtrics in connection with this Agreement or related to the Services that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary (including but not limited to all information relating to Qualtrics’ technology, customers, business plans, marketing activities and finances), (b) will use such information only for the purpose(s) for which it was originally disclosed and in any case only for the purpose of fulfilling its obligations under this Agreement, and (c) will return all such information to Qualtrics promptly upon the termination of this Agreement. All such information will remain Qualtrics’ exclusive property, and Contractor will have no rights to use such information except as expressly provided herein. Contractor will not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of Qualtrics or any of its affiliates in any manner without prior written authorization of such use by an authorized signatory of Qualtrics. Contractor will not issue press releases or publicity relating to Qualtrics or this Agreement or reference Qualtrics or its affiliates in any brochures, advertisements, client lists or other promotional materials. Nothing in this Agreement or in any other Agreement between the parties will prevent Qualtrics from developing or providing products or services that are similar to or competitive with Contractor’s products or Services.
  8. WORK FOR HIRE, AND PROPRIETARY RIGHTS.
    1. Work Product, Proprietary Rights and Pre-Existing Work. If Contractor delivers or is required to deliver to Qualtrics any work product in connection with the Services, including but not limited to concepts, works, inventions, information, drawings, designs, programs, or software (whether developed by Contractor or any of its Personnel, either alone or with others, and whether completed or in-progress) (collectively, “Work Product”), then Qualtrics owns, or upon assignment by the creator will own, all right, title and interest (including, but not limited to, all trademarks, trade secrets, copyrights, patents and any other intellectual property or proprietary rights) (collectively, “Proprietary Rights”) in such Work Product, except that Work Product does not include: (a) any inventions or developments made by Contractor prior to the Effective Date; or (b) any improvements Contractor may make to its own proprietary software or any of its internal processes as a result of any Work Order, provided that such improvements do not infringe Qualtrics’ Proprietary Rights (“Pre-Existing Work”).
    2. Work for Hire. The Work Product has been specially ordered and commissioned by Qualtrics. Contractor agrees that the Work Product is a “work made for hire” for copyright purposes, with all copyrights in the Work Product owned by Qualtrics.
    3. Assignment of Work Product. To the extent that the Work Product does not qualify as a work made for hire under applicable law, and to the extent that the Work Product includes material subject to copyright, patent, trade secret, or any Proprietary Rights protection, Contractor hereby assigns to Qualtrics (or to such of its affiliates as it may designate), its successors and assigns, all right, title and interest in and to the Work Product, including, but not limited to, all rights in and to any inventions, designs and Proprietary Rights embodied in the Work Product or developed in the course of Contractor’s creation of the Work Product. The foregoing assignment includes a license under any current and future patents owned or licensable by Contractor to the extent necessary to combine the Work Product or any derivative works or modifications thereof with any product, service, offering, software or intellectual property of Qualtrics. Contractor will execute any documents in connection with such assignment that Qualtrics may reasonably request. Contractor will enter into agreements with its Personnel or any other party as necessary to establish Qualtrics’ sole ownership in Work Product, and upon Qualtrics’ request, Contractor will provide Qualtrics with copies of such agreements. Contractor appoints Qualtrics as its attorney-in-fact to execute assignments of, and register all rights to, the Work Product and the Proprietary Rights in Work Product. This appointment is coupled with an interest. At any time upon request from Qualtrics and upon termination or expiration of this Agreement, Contractor will deliver to Qualtrics in tangible form all materials containing Work Product, whether complete or in process.
    4. License to Pre-Existing Work. To the extent Pre-Existing Work of Contractor is embodied in any Work Product, deliverables or Proprietary Rights, Contractor hereby grants Qualtrics a non-exclusive, worldwide, perpetual, irrevocable, fully paid up license to (a) use, make, have made, sell, offer to sell, reproduce, perform, display, distribute, and import such Pre-Existing Work, (b) adapt, modify, and create derivative works of such Pre-Existing Work, and (c) sublicense the foregoing rights.
  9. DATA SECURITY.
    1. Data Ownership. As between the parties, Qualtrics owns all right, title and interest in and to all information input or generated on behalf of Qualtrics in connection with Services (“Data”). Data shall be deemed to be Qualtrics’ confidential information, and Contractor shall not use Data for any purpose other than performing its obligations hereunder or as otherwise agreed to in writing by the parties.
    2. Data Security. Contractor shall maintain industry best technical and organizational security measures to protect Data against: (a) accidental destruction, loss, and alteration; and (b) unauthorized disclosure of, or access to, Data transmitted, stored or otherwise processed as set forth herein. Contractor uses secure hosting facilities that are independently audited using the ssae-18 methodologies. Contractor shall comply with applicable Data processing laws relating to the processing, transmission, and disclosure of Data. Contractor shall meet the security control requirements as outlined in Qualtrics’ security control requirements found at https://www.qualtrics.com/supplier-toms/ (the “Security Requirements”). Qualtrics Data will be stored in a database that logically separates, via password protection, Qualtrics Data from information owned by other customers of Contractor. Contractor may access Qualtrics Data solely to respond to service or technical problems or at Qualtrics’ request. This applies to all Contractor’s subcontractors that may have access to Qualtrics Data. Contractor must ensure that its subcontractors’ activities with respect to Qualtrics Data are in compliance with Contractor’s obligations in this section and Contractor shall be fully responsible for its subcontractors’ violations under this section.
    3. Incidents. Contractor shall, as expeditiously as possible after discovery thereof and in any event within 48 hours, notify Qualtrics of: (a) any loss, unauthorized disclosure, or unauthorized use of Data; or (b) any access, acquisition or misappropriation of Data by third parties, including any intrusion into a computer system used to process Data; or (c) any other disclosure of Data in violation of this Agreement (collectively, “Security Breach”). In the event of a Security Breach, Contractor shall take such steps as are necessary to: (i) promptly mitigate the effects of such Security Breach and prevent a recurrence thereof; and (ii) comply with applicable laws relating to such Security Breach.
    4. Data Processing. If the Services to be provided include the processing of personal data by Contractor on behalf of Qualtrics, its affiliates, partners or customers, Contractor will process such data in accordance with the Contractor Data Processing Agreement (“CDPA”) found at www.qualtrics.com/cdpa/. If requested by Qualtrics, Contractor shall also complete additional information security questionnaires. In providing the Services under this Agreement, Contractor agrees to adhere to all obligations under the CDPA and the Security Requirements. If the Services to be provided by Contractor include that Contractor acts as a data controller of any personal data of Qualtrics, its affiliates, partners or customers, Contractor agrees to comply with all applicable data protection laws and, if applicable, execute any necessary additional agreements such as a joint controller agreement or data transfer agreement.
  10. GENERAL.
    1. Assignment. Contractor will not assign any part or all of this Agreement without Qualtrics’ prior written consent. Any attempt to assign in violation of this section is void in each instance. Qualtrics may assign this Agreement (or any of its rights and obligations under this Agreement or any Work Order): (a) to any of its affiliates; or (b) in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction.
    2. Governing Law/Venue. This Agreement is governed by Utah law, excluding its conflicts of law rules. Contractor irrevocably submits to venue and exclusive personal jurisdiction in the federal and state courts in Salt Lake County, Utah, for any dispute arising out of this Agreement, and waives all objections to jurisdiction and venue of such courts.
    3. Notices. Notices under this Agreement are sufficient if given by nationally recognized overnight courier service, certified mail (return receipt requested), personal delivery, or email to the appropriate address or email address as set forth herein. Notices to Qualtrics shall be delivered to 333 W. River Park Dr. Provo, UT 84604 Attn: Legal Department or by email to legal-vendor@qualtrics.com. Notices to Contractor shall be delivered to the address set forth in a Work Order with attention to the legal department or by email to the email set forth in a Work Order. If no address is listed for Contractor in a Work Order, notice to Contractor will be effective if given to the last known address. Notice is effective: (a) when delivered personally or sent via email, (b) three business days after sending by certified mail, or (c) on the business day after sending by a nationally recognized courier service. A party may change its notice address by giving notice in accordance with this section.
    4. Severability. If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.
    5. No Waiver. A party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder. Any waivers granted hereunder are effective only if recorded in a writing signed by the party granting such waiver.
    6. Cumulative Rights/Construction. The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity. The section headings of this Agreement are for convenience only and have no interpretive value.
    7. Survival. The following provisions survive termination or expiration of this Agreement: the records provision in Section 1.4; Defense and Indemnity (Section 4); Confidentiality/Publicity (Section 7); Work for Hire (Section 8); Data Security (Section 9); and General (Section 10), including without limitation, Limitation of Liabilities (Section 10.9).
    8. Injunctive Relief. Contractor acknowledges that any material breach of Section 7, or Section 8, by Contractor would cause Qualtrics irreparable harm for which Qualtrics has no adequate remedies at law. Accordingly, Qualtrics is entitled to specific performance or injunctive relief for any such breach.
    9. LIMITATION OF LIABILITIES. QUALTRICS WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOST BUSINESS, OPPORTUNITIES OR PROFITS), OR PUNITIVE DAMAGES.
    10. Entire Agreement. This Agreement, any applicable NDA, the CDPA (if applicable) and the Work Orders, together with all associated exhibits and schedules, which are incorporated by this reference, constitute the complete and final agreement of the parties pertaining to the Services and supersede the parties’ prior agreements, understandings and discussions relating to the Services. No modification of this Agreement, including the CDPA, or any Work Order is binding unless it is in writing and signed by Qualtrics and Contractor.

    The parties may use standard business forms or other communications, but use of such forms is for convenience only and does not alter the provisions of this Agreement. NEITHER PARTY WILL BE BOUND BY, AND EACH SPECIFICALLY OBJECTS TO, ANY PROVISION THAT IS DIFFERENT FROM OR IN ADDITION TO THIS AGREEMENT (WHETHER PROFFERED VERBALLY OR IN ANY QUOTATION, INVOICE, SHIPPING DOCUMENT, ACCEPTANCE, CONFIRMATION, CORRESPONDENCE, OR OTHERWISE), UNLESS SUCH PROVISION IS SPECIFICALLY AGREED TO IN A WRITING SIGNED BY BOTH PARTIES.