2. General Services Terms. (a) Services. Simmons will provide Client the Services as set forth and in accordance with one or more Statements of Work to this Agreement. If either party desires to modify the Services, the parties will execute a Change Order to the applicable Statement of Work; Simmons will not be obligated to initiate any such modified Services until the parties have executed such Change Order. If there is a conflict among or between the terms of this Agreement, a Statement of Work and a Change Order, the following precedence will apply: (i) Change Order, (ii) Statement of Work and, then, (iii) this Agreement. (b) Client Access to the Services. Following the Effective Date, Simmons will provide Client with a unique account identification number (“Account ID”) and password; Client will in turn provide all Authorized Users at the Authorized Entities with logins and passwords to access and use the Services or request that Simmons do so on Client’s behalf. Client will maintain the confidentiality of its Account ID and all User logins and passwords and will be responsible for any acts or omissions by any Authorized Entity, its Authorized Users and any other person or party accessing or otherwise using the Services through Client’s Account ID or password. Client will immediately notify Simmons in writing if its Account ID or passwords have been compromised or disclosed to any person other than the Authorized Entities and their Authorized Users. (c) Client Responsibilities. Client will provide data and other information or materials to Simmons and ensure Simmons’ access to Client resources as specified in a Statement of Work or as Simmons may otherwise reasonably request thereunder. If Client’s failure to timely provide information or access materially and adversely impacts Simmons’ provision of Services under a Statement of Work or the applicable timelines or Fees therefor, the parties will negotiate in good faith and sign a Change Order with respect to such impacted Services. (d) Change in Laws. On reasonable notice to Client, Simmons may withdraw or decline to provide to Client any Services or Simmons Data to comply with any requirements imposed by any applicable federal, state or local law or regulation, judicial or administrative decision, or industry self-regulatory guideline. In such event, Simmons may elect to withdraw or decline to provide to Client certain Simmons Data or Services and the parties will amend any applicable Statements of Work to reflect modifications needed to address the changes imposed by any such requirements; provided that, if the Services to be provided by Simmons to Client under any open Statement of Work are materially diminished by Simmons’ election, Client will have a one-time right to terminate that Statement of Work within 30 days of such election by Simmons without penalty and, if applicable, a refund of any prepaid and unused Fees. (e) Changes in Authorized Entities. If Client acquires operational control of an entity or if Client itself is acquired via a merger or acquisition or an operating agreement or any similar transaction or if Client internally restructures an affiliated entity, Client will promptly notify Simmons. If such change materially expands or materially and adversely impacts Simmons’ provision of Services to any Authorized Entity under a Statement of Work or the applicable timelines or Fees therefor, the parties will negotiate in good faith and sign a Change Order with respect to such impacted Services. 3. Additional Syndicated Services Terms. The following supplemental terms and conditions apply to Simmons’ delivery and Client’s receipt and use of Syndicated Services pursuant to this Agreement and one or more Statements of Work: (a) Survey Methodology and Content. Simmons reserves the right to modify its policies and procedures, the length and frequency of measurements and survey dates, geographical survey areas, the content and format of the Simmons Data, and the method and timing of delivery, sample sizes, sampling procedures and the methodology of the Simmons Data or the Services at any time; provided that Simmons will not materially reduce the functionality of its Services at any time during the Term. (b) Simmons Delivery System and Simmons Data Access. Simmons hereby authorizes Client’s Authorized Entities and their Authorized Users to access and use the Simmons Delivery System and Simmons Data during the Subscription Term in accordance with this Agreement and each Statement of Work hereunder. Without limitation of Client’s rights under Section 4(a) below, Client will cease all new usage of the Simmons Data and any public release of any Simmons Data following the expiration or termination of the Subscription Term. If Client fails to comply with the foregoing, Simmons may charge Client additional Fees for Client’s continued use of the Simmons Data at Simmons’ then-standard rates in addition to exercising any other remedies that Simmons may have at law or in equity. (c) Simmons Data Permitted Purpose. Client will use the Simmons Data solely for Client’s internal use for the benefit of Authorized Entities for analytical and marketing purposes in strict accordance with all applicable federal, state and local laws and regulations, judicial and administrative decisions and relevant industry guidelines. Specifically, without Simmons’ prior written consent, Client may only disclose or publish limited excerpts of the Simmons Data for the purposes of marketing its products, services and business and/or promoting its corporate image or conduct of its business, all subject to the terms set forth in this Agreement. (d) Simmons Data Restrictions. Client’s use of the Services or any Simmons Data will comply with the terms of this Agreement, each Statement of Work hereunder and all applicable laws and regulations and will not violate the rights of any third party. Client will not, nor will Client permit any Authorized Entity or any of its Authorized Users to, (i) except as expressly permitted by this Agreement or a Statement of Work or with Simmons’ prior written consent, copy or otherwise reproduce any Simmons Data except as necessary for backup or security purposes; (ii) except as expressly permitted by this Agreement or a Statement of Work or with Simmons’ prior written consent, license, sublicense, sell, lease, transfer, distribute, time share or otherwise commercially exploit or make the Services or Simmons Data (or any portion thereof) available to any third party; (iii) use the Services for timesharing or service bureau purposes or for any purpose other than for the internal benefit of Client; (iv) reverse engineer, modify or create derivative works from the Simmons Delivery System or attempt to discover any confidential and proprietary criteria used by Simmons in the Simmons Delivery System or its Services; (v) without limitation of and fully subject to the restrictions set forth in Section 3(c) above, merge Simmons Data with any third party data or incorporate the Simmons Data into any third party file without full and correct attribution; (vi) remove any proprietary notices or marks from the Simmons Delivery System or Simmons Data; and (vii) attempt to gain unauthorized access to the Simmons Delivery System or Simmons Data or circumvent any use restrictions. (e) Acknowledgement. Client must reference Simmons as the source of the Simmons Data in advertisements and advertising literature for the Authorized Entities and, in the case of an advertising agency, business communications with that advertising agency’s clients that reference any such data. Any such reference will identify Simmons as the data source and include the applicable survey name (e.g., “National Consumer Study”), survey period (e.g., “Fall 2016"), specific data segment (e.g., “Toyota Prius Owners”), specific demographics (e.g., “Adults 25-54"), and Simmons copyright notice in such disclosure. Any such references to Simmons Data will utilize the most currently available Simmons Data; provided, however, that so long as Client is a subscriber in good standing for historical Simmons Data, such historical data may be used to present trended information that includes the most recent Simmons Data. UNDER NO CIRCUMSTANCES CAN ANY SIMMONS DATA BE DISCLOSED OR PUBLISHED IF IT IS NOT REPRESENTATIVE OF THE OVERALL DATA FROM WHICH IT IS EXTRACTED OR IF IT MAY BE MISLEADING OR DECEPTIVE IN ANY WAY. (f) Security. In compliance with current industry standards and applicable law, Client will employ administrative, technical, organizational and physical measures to maximally protect the Simmons Data from unauthorized access, destruction, use, modification or disclosure. If Client suffers a security breach, Client will promptly notify Simmons and take all reasonable steps to mitigate the effects thereof. (g) Ownership. Simmons will own and retain exclusively all right, title and interest in and to the Simmons IP. Nothing contained in this Agreement or any Statement of Work hereunder will be deemed to convey to Client or any third party any right or ownership interest in or to any Simmons IP. For clarity, all rights granted by Simmons to Client hereunder are nonexclusive and nontransferable except as expressly permitted herein and all rights not expressly granted by Simmons to Client herein are expressly reserved.