Terms and Conditions for Designalytics' On-Demand Testing
Version 2025-07.16
Designalytics, Inc. (“Designalytics”) and Client have entered into that certain Service Order (“Order”) as of the Effective Date defined therein. The following terms and conditions (“Terms”) are part of and incorporated by reference into the Order (collectively, the “Agreement”). These Terms are deemed accepted and agreed to upon Client’s signing of the Order. In the event of a conflict between the Order and these Terms, the Order shall control as to those conflicting terms. Capitalized terms not defined herein have the meaning set forth in the Order. For purposes of this Agreement, the term “Client” includes any agent/agency acting or contracting on Client’s behalf (“Agency”) and Client shall be responsible for the actions of its Agency.
1. Scope of Services
Designalytics will provide Services specified in the Order, which generally consist of conducting customized research to evaluate the performance of a design as presented in product packaging or by other means using Designalytics’ proprietary technology and methodologies. Client shall provide Designalytics with images of the product packaging and/or designs to be tested together with any additional information Designalytics requires (collectively, “Client Materials”).
2. Consumer Respondents
Some Services include the use of members of the general public to test the Client Materials (“Respondents”). Designalytics uses subcontracted panel providers to provide Respondent services and requires its subcontractors to obtain customary releases, consents, and confidentiality agreements from Respondents. However, Designalytics cannot and does not guarantee that the Respondents will comply with said obligations and bears no liability or responsibility for the actions of Respondents.
3. Deliverables
At the conclusion of the Services, Designalytics shall deliver to Client a report detailing the results of the Services (the “Deliverable(s)”). The Deliverables will include a final report(s) containing the results of the research and may be provided via an online interactive reporting interface (the “Platform”) and/or as a downloadable PDF, as determined in Designalytics’ sole discretion unless otherwise specified in the Order. Deliverables do not include any raw data, which is proprietary to Designalytics. Designalytics will not share Client-specific findings, tested designs, or Confidential Information (defined below) with any third party, except for its affiliates and/or contracted vendors or consultants operating under appropriate confidentiality agreements. Client acknowledges and agrees that Designalytics may use anonymized, aggregated data across multiple studies for internal research and development and marketing and promotion purposes, and may publish such aggregate, anonymized findings.
4. Fees and Payment
The Fees for the Services are specified in the Order. Payment is due in full within thirty (30) days of the invoice date (net 30). Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services. Client shall be responsible for all taxes associated with Services including without limitation sales, use, value-added or similar taxes. Client may apply any unexpired credits it has that were issued by Designalytics (“Credits”) towards payment of the Fees. Schedule 1 attached to these Terms lists the Credits required for each service and Credits expire twelve (12) months after issuance. The Fees are due in full upon execution of the Order and are non-refundable; provided, however, that Designalytics will issue a credit to Client if, prior to termination, Designalytics has not commenced Services, as determined in its sole discretion, which may be used for a different service order within the immediately following twelve (12) months. If Client terminates after Services have commenced, Designalytics may, in its sole discretion, issue Client a credit that can be applied to a different service order within the immediately following twelve (12) months.
5. Use of AI
The Services may, in Designalytics’ sole discretion, use or include features or functionality that utilize data models trained by machine learning (“AI”). AI may be used to improve the quality and effectiveness of Designalytics’ services, to process Confidential Information (defined below), and Designalytics may use prompts or API queries to AI and/or outputs received from the AI to train and otherwise improve the AI. The AI license that Designalytics has does not permit the AI to learn from information Designalytics shares.
6. Confidentiality
In performing the Services, certain “Confidential Information” of the parties will be exchanged, which includes any non-public, commercially proprietary or sensitive information or materials of the disclosing party, including without limitation, any trade secrets and proprietary intellectual property of that party. Confidential Information shall not include information which (i) is already in the public domain at the time of disclosure or becomes so at any time thereafter through no act of the receiving party, (ii) is already lawfully in the receiving party’s possession at the time of disclosure, (iii) is received independently by the receiving party from a third party free to make such disclosure, or (iv) is independently developed by the receiving party. Each party under the Agreement shall hold the Confidential Information of the other party in strict confidence using at least the same degree of care as the receiving party uses to protect its own Confidential Information. Notwithstanding the foregoing, the receiving party may disclose Confidential Information as required by law or governmental authority, provided that the receiving party makes reasonable efforts to promptly notify the disclosing party in writing of such demand so that the disclosing party may seek, at its sole expense, to make such disclosure subject to a protective order or other appropriate remedy to preserve its confidentiality.
7. Intellectual Property and Data Ownership
Client owns and retains all right, title, and interest in and to the Client Materials and, upon payment in full of the Fees, the Deliverables. Client hereby grants Designalytics a royalty-free, non-exclusive, non-sublicensable, and non-transferable license to the Client Materials during the Term for the sole purpose of providing the Services. Designalytics will not use the Client Materials for any purpose other than to perform the Services hereunder. Client reserves all rights in and to the Client Materials not expressly granted to Designalytics in this Agreement.
Designalytics owns and retains all right, title, and interest in and to the Platform, methodologies, technology, tools, algorithms, analyses, and processes used in performing the Services, all raw research data generated by or resulting from the Services, all modifications and derivative works relating thereto, and all intellectual property rights therein (collectively, “Designalytics IP”). If the Deliverables require Client to access the Platform, Designalytics will send Client and/or its designated users a link with an invitation to create a user account. Client, on behalf of itself and its designated users, consents to Designalytics entering users’ names and email addresses into the Platform to initiate user accounts. Client’s use of the Platform is subject to a non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Platform during the Agreement solely for receiving the Deliverables. Client will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Designalytics IP; (b) modify, translate, or create derivative works based on the Platform or Services; (c) use the Platform, Services or the Deliverables to build a similar or competitive product or service; (d) or otherwise use the Platform, Services or Deliverables in a manner inconsistent with this Agreement. Designalytics reserves all rights in and to the Designalytics IP not expressly granted to Client in this Agreement.
8. Data Privacy
Designalytics does not collect or store any personally identifiable information (PII) from Respondents. All Respondent data Designalytics receives is anonymized and used exclusively for research analysis. If Client uses the Platform, we will collect name and email address information from Client’s designated users. We also collect certain information automatically about how users use our Platform through cookies and/or pixel tags. This information enables Designalytics to track clicks and page views, which Designalytics uses to improve its services. Users may disable cookies. Designalytics does not share, rent, sell, or disclose to any third party the PII it collects from Client’s designated users other than to its affiliated service providers and only as necessary to provide the Services.
9. No Warranties; Limitation of Liability
The Deliverables, and any insights, recommendations, or feedback that Designalytics provides with the Services are intended to support Client’s strategic decision-making. However, Designalytics makes no guarantee regarding specific outcomes or financial results relating thereto and Client accepts full responsibility for any business decisions made based on the foregoing including the Deliverables.
DESIGNALYTICS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES AND EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NON-INFRINGEMENT.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WHATSOEVER SHALL DESIGNALYTICS OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, LOSSES, OR INJURY, OR FOR LOST PROFITS, LOST OPPORTUNITIES, OR INTERRUPTION OF BUSINESS, OR FOR THE RELIANCE ON ANY DELIVERABLES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT DESIGNALYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. EXCEPT AS SET FORTH BELOW AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL DESIGNALYTICS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT FOR THE SERVICES.
10. Termination
Either party may terminate the Agreement with written notice to the other party. No termination of the Agreement by Client shall affect or limit the Fees payable to Designalytics, except as otherwise stated herein.
11. Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of California, United States of America, without regard to conflict-of-law principles.
12. Entire Agreement
This Agreement, including without limitation any Orders, may not be modified or supplemented except by a writing signed by both parties. Either party may assign or transfer its rights and obligations under this Agreement to any person or entity that succeeds all or substantially all of party’s business to which this Agreement relates, whether by merger, acquisition, or other means without consent of the other party. This Agreement shall be binding upon and inure to the benefit of any permitted successors or assigns of the parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever. This Agreement, and any amendments, constitute the full and final agreement between Designalytics and the Client regarding the services described herein and supersedes all prior communications, representations, or agreements. Each person executing this Agreement represents and warrants that they are duly authorized and have legal capacity to execute and perform the Agreement, which includes executing and performing on behalf of the Client in the case of an Agency.
Schedule 1
When applicable, credit conversions are as follows:
Syndicated design performance data
10 credits (per product category): Annual category audit/subscription
10 credits (annually) or 1 credit (monthly): Edge subscription (access to Designalytics' cross-category redesign database)
On-demand testing
3 credits (per design): 360 comprehensive design testing
1 credit (per matchup): Versus design screening
1 credit (per category): Choice driver ranking research
.5 credits (per matchup): Attribute communication exercise (Versus add-on)
.5 credits (per design): Element engagement & resonance exercise (Versus add-on)
.5 credits (per cell): Standout exercise (Versus add-on)
.5 credits (per cell): Findability exercise (Versus add-on)
.5 credits (per cell): Line navigation exercise (Versus or 360 add-on)
.1 credits (per round): Custom survey question (Versus or 360 add-on)
On-demand testing — panel/subgroup add-ons
.75 credits (per design): Low-incidence (<15%) fee for 360 testing
.75 credits (per design): Subgroup read for 360 testing
.25 credits (per matchup): Low-incidence (<15%) fee for Versus screening
.25 credits (per matchup): Subgroup read for Versus screening
Download a PDF copy of these terms and conditions.
Published July 23, 2025 at 5:35pm EST.
