This Agreement is between the entity named in the Supplier Form (“Supplier” or “you” or “your(s)”) and Cint USA, Inc., a company incorporated in Delaware, having its principal place of business at 1235 Saint Thomas St, Suite 201 New Orleans, LA 70130, USA (“Cint” or “we” or ‘us” or “our(s)”) and constitutes the entire understanding related to the subject matter.
This Agreement governs your use of the Cint Exchange and Cint Services and any transactions with Buyers you connect with on the Cint Exchange. You conclude this Agreement with us when you execute a Supplier Form that references these Supplier Terms.
Cint reserves the right to update, revise, supplement and otherwise modify this Agreement, the Cint Exchange or Cint Services from time to time, and impose new or additional rules, policies, terms or conditions on your use of or access to the Cint Exchange and Cint Services and/or how you may conduct transactions. Before we make material changes to these Supplier Terms, we will provide prior written notice via email or post it in the Supplier Portal. Any new features that augment or enhance the Cint Exchange or Cint Services, including the release of new APIs, tools or resources, shall be subject to this Agreement and deemed a part of the Cint Exchange and Cint Services. Continued use of the Cint Exchange or Cint Services after any such changes shall constitute your consent to and acceptance of those changes. If you do not agree to any change, you must terminate the Agreement as set out in Clause 16.2, and immediately cease all use of the Cint Exchange and Cint Services.
1. DEFINITIONS
Defined terms used for the purposes of this Agreement shall have the meanings set out at the end of these Supplier Terms.
2. BECOMING A SUPPLIER
2.1 You will be granted access to the Cint Exchange as a Supply Partner after executing a Supplier Form and satisfying all operational and procedural requirements for the Cint Exchange as specified in the Supplier Onboarding Documentation.
2.2 As a Supply Partner, you can access and use the Cint Exchange to provide Sample by using the Cint-generated user login credentials assigned to your Users. Failure to use the Cint Exchange within a reasonable amount of time may result in an automatic suspension or termination of your account(s).
2.3 A condition of your access to the Cint Exchange is that you participate in and comply with the Supply Partner Programs and Cint’s other quality initiatives as set out in the Program Documentation. This includes sharing Participant Identifiers with us (to the extent you collect or otherwise have them) as further detailed in the Program Documentation.
2.4 Upon request, you shall provide us with reasonably detailed information on the following:
a) your Sample methodology and blend (i.e., actively managed panels, email, social, mobile, router, traffic source, etc.),
b) general non-proprietary information about quality/security systems utilized by you, and
c) general information about incentives you provide to your Participants.
2.5. You acknowledge and agree that you and your Participants consent to be invited to and participate in Additive Surveys.
2.6. You may use the Cint Exchange to sell Ad Hoc Supply. Engagements, campaigns and other initiatives requested and defined by a Buyer for Ad Hoc Supply are not presented via the Cint Exchange but are concluded in a manner agreed upon in writing between you and Cint.
2.7. We reserve the right to limit account access for Users and Participants, and to terminate this Agreement immediately without notice if we reasonably suspect fraudulent behavior by or on behalf of you or through your account.
3. THE CINT EXCHANGE
3.1. As the operator of the Cint Exchange, we do not buy, acquire, resell or otherwise provide Sample or other services that are ultimately provided by you. Buyers and Supply Partners transact directly with each other on the marketplace that is the Cint Exchange. To ensure the intent and purpose of the Cint Exchange is not circumvented, you warrant you will provide Sample on the Cint Exchange at an RPI of less than or equal to prices you offer outside the Cint Exchange.
3.2. You must comply with the Cint Exchange Guidelines and any Applicable Laws when you provide Sample or otherwise interact with Buyers on the Cint Exchange. You shall ensure that your Users and Participants understand and comply with the Cint Exchange Guidelines and Applicable Laws. We do not accept any responsibility for the composition of Sample or for the legal and compliance obligations of Buyers or Supply Partners related to Sample that is procured and sold on the Cint Exchange, or for any Survey Content.
3.3. If Buyers or Supply Partners fail to honor their respective contractual and legal obligations, we may assert our own rights against either party in breach. We may also make good faith attempts to resolve any disputes between a Buyer and a Supply Partner, but we do not accept responsibility or liability for Buyers’ or Supply Partners’ obligations to one another.
3.4. In order to protect the integrity and quality of the Cint Exchange, we may, without liability and at our sole discretion, suspend or terminate, with or without notice, your access to the Cint Exchange by revoking your API keys or otherwise restricting your User login(s) as set forth in Clause 15.5.
3.5. Upon termination where manifestly fraudulent activities (e.g., less than 30% of the Completes within a calendar month deemed valid) have been documented in the Cint Exchange, no past or future payments will be made by Cint to you.
3.6. Technical support will be available to you through our end user support team, and we will use commercially reasonable efforts to make the Cint Exchange available 24 hours a day, 7 days a week in the public cloud. You are responsible, at your own expense, for your connectivity to the Cint Exchange.
3.7. Notwithstanding any of the above, we are free to make the Cint Exchange or Cint Services temporarily unavailable as we deem necessary. We will provide you with advance written notice (e.g., electronic notice to your Users either via the Supplier Portal or email) of any scheduled maintenance, including a maintenance window of time and the approximate length of the scheduled maintenance period. If we deem it necessary to perform emergency maintenance, we will use commercially reasonable efforts to provide you with at least 24-hours advance notice. We will not be liable for any unavailability of the Cint Exchange or Cint Services caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, virus, pandemic, flood, fire, earthquake, hurricane, civil unrest, act of terror, strike or other labor problem or Internet or other service provider failure or delay.
3.8. After sixty (60) days without accepting any Buyer Opportunities on the Cint Exchange, we may suspend or revoke your and/or your Users’ API keys or otherwise restrict you and your User login(s) without notice. This will prevent you and your Users from accessing the Cint Exchange. You should contact Cint if you wish to reactivate your API keys or other login credentials.
4. SERVICE RESTRICTIONS
4.1. You may access and use the Cint Exchange and Cint Services solely for your own business purposes.
4.2. You must not use the Cint Exchange or Cint Services to provide a service bureau or to resell, rent or otherwise commercially exploit it by making available to any third party the Cint Exchange or Cint Services.
4.3. You shall not and you shall ensure that your Affiliates, Users and Participants shall not:
4.3.1. copy, translate, create derivative works of, reverse engineer, reverse assemble, disassemble, or decompile all or any part of the Cint Exchange or otherwise attempt to discover any source code or modify the Cint Exchange in any manner or form, (ii) “frame” or “mirror” the Cint Exchange on any other device, (iii) access, penetrate, probe or scan the Cint Exchange for purposes of monitoring availability, performance or functionality or for any other benchmarking or competitive purposes, or (iv) use the Cint Exchange or Cint Services for the purposes of building a similar or competitive product or service;
4.3.2. attempt to circumvent the workings, intent or purpose of the Cint Exchange, for example and without limiting the generality of the foregoing, by: (i) coaching, leading or instructing your Participants as to the responses required in order to be included in the Sample for a Buyer Opportunity, (ii) manipulating the responses of your Participants to purposely bias or alter the quality of your Sample, (iii) avoiding payment of or otherwise reducing all or any portion of the payments, fees and charges payable to us by Buyers, whether by simulation, side agreement, or understating the consideration due for Completes, or (iv) using the Cint Exchange or Cint Services other than for market, opinion and social research;
4.3.3. use the Cint Exchange, Cint Services or Cint Exchange Data: (i) in violation of, or to cause another person to be in violation of, Applicable Laws, (ii) to publish, post, upload, send, store or otherwise transmit material that is unlawful, harassing, libelous, defamatory, threatening or otherwise in violation of any third party rights of privacy, publicity or other proprietary or intellectual property rights, (iii) to publish, post, display, upload or otherwise distribute or transmit material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs intended to interfere with or otherwise disrupt the integrity or performance of the Cint Exchange or Cint Exchange Data contained therein, or (iv) to gain unauthorized access to the Cint Exchange or its related systems or networks; or
4.3.4. use any information gathered from the Cint Exchange in any attempt to influence any Buyer or other Supply Partner to limit their transactions, directly or indirectly, on the Cint Exchange or otherwise to conduct business transactions outside the Cint Exchange.
4.4. We reserve the right to immediately terminate this Agreement and your access to the Cint Exchange and Cint Services if we become aware, or have reasonable suspicions, you are in breach of any obligations under this Section 4.
5. RIGHTS AND RESPONSIBILITIES
5.1. You represent that you will, and you undertake to comply with all Applicable Laws.
5.2. Cint and Supplier shall respect the privacy of Participants and comply with legal or ethical regulations related to data privacy and data protection. You specifically warrant and shall ensure that your Participants receive accurate privacy notices and provide consent if and as may be required by Applicable Laws. You will also comply with those requirements of ISO 20252 applicable to your obligations and performance under this Agreement.
5.3. Buyers are responsible for ensuring Participants have received all required privacy notices and provided all necessary consents required for processing and sharing of their Personal Data once a Survey begins if and as required by Applicable Laws. Cint may also independently collect and process data of Participants.
5.4. You will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Cint Exchange and Cint Services, and notify us of any unauthorized access or use of which you become aware, (ii) ensure that you, your Affiliates, your Users and your Participants are accessing and using the Cint Exchange and Cint Services only in accordance with this Agreement, as if those third parties had assumed the duties and obligations of the Supplier under this Agreement, the Cint Exchange Guidelines, and Applicable Laws, and (iii) be responsible for all activity occurring under your User accounts.
5.5. You shall have sole responsibility for the accuracy, quality, integrity, reliability and appropriateness of your Sample. You shall be responsible for ensuring that your Sample has been processed by you in accordance with Applicable Laws and the Cint Exchange Guidelines.
6. AUDIT
We may, at our expense, audit your compliance with Clauses 2.3, 3.1, 3.2, 4.3, 5.2, 10.2, 10.3, 12.3 and Section 16 of this Agreement by providing no less than two weeks’ notice. A scope document along with a request for any documentation will be provided with the notification of an audit. If the requested documentation cannot be removed from your premises, you will permit us access to your site. You will make your Users available for interviews as necessary during the time frame of the audit.
7. CHARGES AND TERMS OF PAYMENT
7.1. When the Cint Exchange is used by you to sell Sample to Buyers, We are your counterparty to those transactions, which means we will issue payments to you for your Completes. When you sell Sample to a Buyer on the Cint Exchange, you will be entitled to the RPI specified in the Buyer Opportunity for each Complete, less any applicable Fees. For Additive Surveys, you will be paid for Completes in accordance with the rates specified on the Supplier Portal and/or the Supplier Form.
7.2. We will reverse Completes in accordance with the Reconciliation Policy where requested to do so by a Buyer. Time limitations set out in the Reconciliation Policy shall not limit our right to reverse Completes vis-à-vis you. If Reversals taken for the previous month exceed the aggregated RPI of all Completes provided by you in the invoiced month, Cint may issue an invoice to you for the difference. You are not entitled to payment for any Completes reversed in accordance with the Reconciliation Policy. We reserve the right to recover any amounts overpaid to you.
7.3. You will be automatically paid monthly for Completes on the basis of the data recorded by the Cint Exchange, as adjusted subject to any applicable Fees. Unless otherwise specified in the Supplier Form, you will be paid within ninety (90) days of the date of the invoice. Invoices will be created by way of self-billing. Self-billing is a method of automatic invoicing, where we will create your invoices on your behalf. Invoices and payments are determined by the data recorded by the Cint Exchange and this data will be used to resolve any alleged discrepancy. You do not need to invoice us to receive payments. Activity runs in Cint Exchange in US Dollars (USD). If you elect to receive payment in a currency other than USD as defined on your Supplier Form, the USD amount will be converted to your elected currency as of the last day of the month to which the invoice applies. We reserve the right to apply a fee for amounts converted from USD to the elected currency You are responsible for providing us with accurate electronic payment account information as well as any other information reasonably requested by us and you will notify us of any changes in accordance with the process described on the Supplier Portal.
7.4. Any concerns or questions regarding your payout need to be submitted to us setting forth the nature and amount of the requested correction directed to ask_accountspayable@cint.com within fifteen (15) business days of receiving the payment in question. If no concerns are raised within fifteen (15) business days, the payout will be considered fair and accurate and any claim for additional sums is waived. You may verify Completes within the Cint dashboard at any time.
7.5. Unless stated otherwise, the RPI specified for each Buyer Opportunity or on the Supplier Portal and any other Fees will not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added taxes (VAT), goods and services taxes (GST), sales and use or withholding taxes assessable by any local, state, federal, provincial or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with any applicable invoices hereunder.
7.6. If Cint reasonably believes it has the legal obligation to pay or collect Taxes for which you are responsible, the Taxes shall be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. If a taxing authority determines additional Taxes should have been collected on the transaction, you will reimburse us for the Taxes assessed. If we have future payments due to you, we reserve the right to retain and remit any tax amount due to a government agency or authority determined to be due from you. For clarity, Cint is solely responsible for taxes assessable against it based on its income, property and employees.
7.7. Should any current or past transaction under this Agreement be reversed due to a statutory or discretionary determination, all associated Taxes paid or withheld will be given the same treatment and be remitted back to the original payor. Should any new tax legislation come into effect during the life of this Agreement, you agree to abide by it. Further, you agree to work collaboratively with Cint to ensure that all obligations related to Taxes arising from this Agreement continue to be settled as appropriate.
7.8. Unless otherwise stated herein, neither party shall be entitled to set off, withhold or deduct sums owed to it by the other against sums it may owe under this Agreement or any other contract. Notwithstanding the foregoing, if you are both a Buyer and a Supply Partner on the Cint Exchange, we are entitled to offset payments due to you under this Agreement against any overdue payments owed by you acting as a Buyer.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. Nothing in this Agreement will transfer any Intellectual Property Rights between the parties. Notwithstanding the foregoing, the parties agree that any Participant Data provided by you to us (e.g., as required by the Supply Partner Programs) shall not be considered Intellectual Property Rights as between the parties, and we shall be free to use such data without limitation.
8.2. Without prejudice to the confidentiality obligations owed to you under Section 9, Intellectual Property Rights subsisting in any works created by us in the course of providing the Cint Exchange or Cint Services will belong to us. Intellectual Property Rights subsisting in the Cint Exchange, Cint Services or any aggregated or statistical data and machine learning models created, generated, derived and/or trained by or from the delivery of the Cint Services, Cint Exchange and Participant Data will belong to us.
8.3. If you provide any instructions, recommendations or requests to be incorporated into the Cint Exchange or Cint Services, you hereby irrevocably and unconditionally assign to us any and all Intellectual Property Rights that may subsist in those instructions, recommendations or requests.
8.4. You acknowledge that we retain all rights, title and interest in and to all tools, know how, methodologies, processes, techniques, technologies or algorithms used to provide and perform the Cint Exchange and Cint Services and we are free to use the same even where they are developed in the course of providing and performing the Cint Exchange and Cint Services.
8.5. Intellectual Property Rights subsisting in any software developed by or for you solely to consume the APIs belong to you or your licensors.
9. CONFIDENTIALITY
9.1. A party receiving Confidential Information shall:
a) not use the Confidential Information, or permit it to be accessed or used for any purpose other than to perform its obligations under this Agreement or any related transactions between the parties or manage the parties’ relationship;
b) protect and safeguard all such Confidential Information with at least the same degree of care as it does its own Confidential Information, but no less than a commercially reasonable degree of care; and
c) not disclose the Confidential Information to any person or entity except in accordance with clause 9.4 or to those of its employees, officers, agents, subcontractors and advisors who have a need to know the Confidential Information so that it might perform its obligations under this Agreement or manage the parties’ relationship and who are bound to written obligations of confidentiality no less restrictive than those in this Agreement.
9.2. The obligations of confidentiality under this Section 10 shall continue for five (5) years after any expiration or termination of this Agreement.
9.3. Clause 9.1 does not apply to Confidential Information:
a) in the public domain at the time of disclosure by or on behalf of a party or that enters the public domain other than as a result of, either directly or indirectly, any violation of this Agreement by the receiving party;
b) which, at the time of disclosure by or on behalf of a party, is already rightfully in the receiving party’s possession on a non-confidential basis;
c) which is provided on a non-confidential basis by a third party not bound by confidentiality obligations to the disclosing party; or
d) independently developed by the receiving party without use of or reference to Confidential Information.
9.4. Clause 9.1 shall not be construed to prohibit a disclosure of Confidential Information by the receiving party required by applicable law, rules of a recognized stock exchange, court order or other legal process, provided that the receiving party must give the disclosing party prior written notice of such disclosure (if legally permitted to do so) and cooperate with the disclosing party, at the disclosing party’s sole cost and expense, in seeking a protective order or other appropriate relief to protect the Confidential Information.
9.5. At any time during or after this Agreement, upon the disclosing party’s written request, the receiving party shall promptly:
a) return or destroy all Confidential Information (including all copies thereof, whether written, electronic, or other forms or media) provided by the disclosing party; and
b) certify in writing that all such Confidential Information has been destroyed.
The foregoing does not require the receiving party to destroy Confidential Information: (i) that it is required to retain by law, court order, or other legal process (including litigation preservation holds); or (ii) that resides on the receiving party’s automated backup, disaster recovery or business continuity systems. Confidential Information retained in accordance with this Clause 19.5 shall remain subject to the provisions of this Section 9.
10. REPRESENTATIONS AND WARRANTIES
10.1. We warrant that we will provide the Cint Services with reasonable care and skill, consistent with good practice in the market research industry, and will generally comply with the standards set by ISO 20252 (Market, opinion and social research) as applicable to the Cint Exchange and Cint Services.
10.2. You warrant and represent that you, your Users and Participants, (i) will use the Cint Exchange and Cint Services only in strict compliance with Applicable Laws, this Agreement and the Cint Exchange Guidelines, and (ii) have and shall continue to hold all necessary approvals, licenses, permissions and data subject consents with Participants necessary for performing your obligations under this Agreement and providing Sample and (iii) will act consistently with good practice in the market research industry as applicable to your use of the Cint Exchange and Cint Services.
10.3. You represent and warrant that neither you, your Users, nor any of your Participants are owned by, controlled by, participating in any prohibited activity for, or acting for any person or entity (i) located or organized in any country or region that is subject to UN, EU, UK, or U.S. economic sanctions, (ii) identified on the (a) United Nations Security Council Consolidated List, (b) Consolidated list of persons, groups, and entities subject to EU and/or UK financial sanctions, and/or (c) Specially Designated Nationals and Consolidated Sanctions List administered by the Office of Foreign Assets Control, U.S. Department of the Treasury, or (iii) with whom U.S. persons are otherwise prohibited from transacting.
10.4. All our obligations relating to the Cint Services and Cint Exchange are contingent upon your and your Users’ use of the Cint Services and Cint Exchange in accordance with the terms of this Agreement and any reasonable instructions provided by us.
10.5. Other than the warranties and other terms expressly set out in this Agreement, all warranties and terms, including implied conditions, warranties or other terms as to satisfactory quality, title and fitness for purpose, are hereby excluded and disclaimed by us. The Cint Services and Cint Exchange are provided on an “as is” and “as available basis” “with all faults” and without warranty of any kind. Without limiting the foregoing, we do not warrant or represent that the Cint Services or Cint Exchange will be secure, reliable, accessible, uninterrupted and error-free at all times throughout the term. The Cint Exchange and Cint Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications and we will not be liable for the same.
11. INDEMNITIES
11.1. If any action is brought against you by a third party alleging that your use of the Cint Exchange in accordance with the terms of this Agreement infringes a valid Intellectual Property Right of that third party, we will indemnify and defend you at our expense and pay the costs and damages finally awarded against you in the action and any related costs and expenses incurred as a direct result of such action provided: (i) you notify us promptly in writing upon becoming aware of such an action; (ii) we shall have sole control of the defense of any such action and all negotiations for its settlement or compromise and you make no admissions; and (iii) you provide all reasonable assistance requested by us at our expense.
11.2. If any action is brought against us by a third party: (i) alleging that our use or possession of any materials provided to us by you infringes a valid Intellectual Property Right of that third party; or (ii) as a result of any act or omission by or on behalf of you in breach of this Agreement, you will indemnify and defend us at your expense and pay the costs and damages in the action and any other costs and expenses incurred as a direct result of such action provided: (i) we notify you promptly in writing upon becoming aware of such an action; (ii) you shall have sole control of the defense of any such action and all negotiations for its settlement or compromise and we make no admissions; and (iii) we provide all reasonable assistance requested by you at your sole expense.
11.3. If an action is brought against a party which shall be indemnified in accordance with Clauses 11.1 or 11.2, the indemnifying party shall be entitled at its sole option and sole expense either: (i) to procure for the indemnified party the right to continue (as applicable) using and receiving the Cint Services or using and possessing your materials; or (ii) to replace or modify the Cint Services or your materials so that they become non-infringing; or (iii) following the use of all reasonable efforts to execute (i) and (ii) above, to terminate this Agreement.
11.4. We shall have no liability to you under Clause 11.1 for that part of the alleged infringement that arises from (i) your or any of your Users’ or Affiliates use of the Cint Exchange or Cint Services in combination with other software, technology or services or in a manner or for a purpose not in accordance with this Agreement or any instructions or documentation provided by us, including use of the Cint Exchange or Cint Services outside any permitted territories specified in the Supplier Form; or (ii) any aspect of the Cint Services or Cint Exchange provided by us to follow or meet your instructions; or (iii) your modification of any aspect of the Cint Services or Cint Exchange or its results.
12. DATA PROTECTION
12.1. Each party will comply with all Applicable Laws related to data protection.
12.2. The provisioning of the Cint Exchange and Cint Services normally does not create a controller-processor relationship between Cint and you under Applicable Laws. If provision of the Cint Exchange or Cint Services requires additional contractual arrangements under Applicable Laws (such as a DPA or SCC’s), Cint’s provision of the Cint Exchange and Cint Services is conditional upon the parties’ making appropriate contractual arrangements. Until such required contractual arrangements have been duly executed, we will not be obligated to provide the Cint Exchange or Cint Services.
12.3. When you provide us with Personal Data of a Participant, you shall have procured any consents required under Applicable Laws for Cint to process the Personal Data. Unless we subsequently obtain direct consent from the Participant, we will delete the Personal Data and cease processing it.
13.1. Subject to Clause 13.3, in no event shall either party´s total aggregate liability, whether in contract, tort or under any theory of liability in connection with this Agreement or any collateral contract, for all liabilities and claims arising (regardless of when any claim was made) in each rolling 12-month period, an amount equal to 100% of the total amount paid or payable by Cint to you for Completes under this Agreement in the 12 months preceding the event giving rise to the claim.
13.2. Subject to Clause 13.3, neither party will be liable for: (i) special, indirect, punitive, exemplary or consequential losses or damages; any loss of profits (except that you will be liable for the full amount of the RPI and other Fees or any damages corresponding thereto if Completes are reversed after payment has been made), loss of anticipated savings, wasted expenditure, losses caused by interruption of operations, loss of data, damage to goodwill or reputation, loss of use or contracts, ex gratia payments or bank interest; whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. You specifically agree and acknowledge that we shall not be liable under this Agreement for any adverse impact on your other services, projects or programs.
13.3. Notwithstanding any other provision of the Agreement, neither party’s liability under or in connection with the Agreement, whether arising in tort (including negligence), breach of statutory duty, contract or otherwise shall be excluded or limited to the extent that it arises in respect of:
a) gross negligence and willful misconduct;
b) death or bodily injury caused by a party’s negligence;
c) fraud or fraudulent misrepresentation;
d) the indemnification obligation set out in Clause 11.2; or
e) anything that cannot be lawfully excluded.
13.4. Any right to damages is conditional on the party that suffers them providing the other party with written notice of the damages as soon as possible after they have been suffered.
14. NOTICES
14.1. Any notice or other communication under or in connection with this Agreement shall be in writing. To Cint, it shall be delivered by hand or sent by next working day delivery service providing proof of delivery at its office indicated at the top of this Agreement and via email to: legal@cint.com. To Supplier it shall be delivered by hand or sent by next working day delivery service providing proof of delivery at the address or via email to the address for notices stated on the Supplier Form, all as may be amended from time to time by notice served in accordance with this Section 15.
14.2. Any notice or communication via mail shall be deemed to have been received on signature of a delivery receipt or at the delivery time recorded by courier. A notice sent via email shall be deemed to have been received forty-eight (48) hours after it was sent.
15. TERM AND TERMINATION
15.1. Unless otherwise specified on the Supplier Form, this Agreement commences on the Effective Date and shall continue until terminated by either party.
15.2. Either party may terminate this Agreement for convenience on [seven (7)] days’ written notice.
15.3. If either party is in material breach of its obligations under this Agreement, which material breach is not curable or, where curable, not cured within thirty (30) days after written notice is given to the defaulting party, specifying such default along with supporting documentation, then the party not in default may, by giving written notice to the defaulting party, terminate this Agreement on thirty (30) days’ prior written notice.
15.4. Either party may terminate the Agreement on written notice with immediate effect if the other party becomes insolvent, makes (other than for the purpose of a reorganization while solvent) any voluntary arrangement with its creditors, suspends its payments or ceases trading, is declared bankrupt, files a voluntary petition (other than for the purpose of a reorganization while solvent) under any bankruptcy, insolvency, or similar law, or has proceedings seeking appointment of a receiver, trustee or liquidator instituted against it that are not discharged or stayed within twenty one (21) days.
15.5. We reserve the right to suspend or terminate the provision of any Cint Services, partially or fully, giving advance written notice where reasonable to do so, (i) to protect Personal Data or Confidential Information, (ii) if we reasonably suspect unlawful or unethical activity, material breaches of this Agreement, the Supply Partner Programs or Cint Exchange Guidelines, (iii) to prevent a possible, threatened or actual security breach or cyber-attack on us or the Cint Exchange, or following such an event, (iv) to protect our network or the Cint Exchange, (v) if required by a governmental entity or law enforcement agency, (vi) if you or a User or a Participant is causing technical or other problems to the Cint Exchange, (vii) if your Participants are producing poor-quality or unreliable Sample, or (viii) for your failure to be an active Supply Partner on the Cint Exchange or participant in the Supply Partner Programs or (ix) if we otherwise reasonably consider it necessary to protect our interests.
15.6. Upon termination of this Agreement, your right to access or use the Cint Exchange and Cint Services immediately ceases and you will immediately delete all of Cint’s Confidential Information. The termination of this Agreement for any reason shall not affect: (i) obligations of the parties to account for and pay to one another amounts owed under this Agreement for activity that occurred on the Cint Exchange (whether before or after the notice of termination) or (ii) any liability which either you or Cint has to the other under this Agreement arising prior to termination.
15.7. Provisions of this Agreement that by their nature extend beyond the expiration or earlier termination of this Agreement, including, but not limited to, confidentiality, indemnity and limitation of liability, will survive and continue in full force and effect after this Agreement is terminated.
16. INSURANCE
During the term of this Agreement each party shall ensure it is covered by and maintains insurance policies insuring it, its properties and business against losses and risks in amounts required by law and/or customary in the case of companies of established reputation engaged in the same or substantially similar business and which are similarly situated as the parties hereto.
17. DISPUTE RESOLUTION
17.1. This Agreement shall be governed by and construed in accordance with laws of New York, without regards to its conflict of law principles.
17.2. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity hereof, shall be finally settled by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitral tribunal shall be comprised of three arbitrators, and the arbitral proceedings shall be conducted in English. The seat of arbitration shall be New York City, USA. The language to be used in the arbitral proceedings shall be English. The proceedings, all documents exchanged between the parties and any decision or award shall be kept confidential.
18. MISCELLANEOUS
18.1. This Agreement represents the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings of the parties, written or oral. Each party warrants that it has not relied on any representation not recorded in this Agreement. Nothing in this clause shall limit or exclude any liability of either party for fraud or fraudulent misrepresentation.
18.2. If any provision of this Agreement shall be held void, invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and all other provisions of this Agreement shall remain in full force and effect.
18.3. Except as specifically provided herein, this Agreement may not be amended or supplemented, nor any of the provisions hereof waived except by an agreement in writing signed by both parties.
18.4. You may not assign or otherwise transfer your rights or obligations under this Agreement to any third party without our prior written consent. We may assign or transfer this Agreement in whole or in part to any Affiliate, or in the case of restructuring or reorganization or change in ownership of us, to any successor to our business related to this Agreement without your consent, to the extent permitted by law. Should there be a legal requirement for you to provide consent for such an assignment or transfer to become effective, you may not unreasonably withhold or delay your written consent to the assignment, and you will execute any reasonable document prepared by us for this purpose.
18.5. We may subcontract our obligations under this Agreement but will remain responsible for the performance of those obligations. Despite the foregoing, we do not make any warranties with respect to and are not responsible for third party software or services that are an industry standard and of a type that are reasonably required by all providers of services similar to the Cint Services (such third parties not being deemed subcontractors under this Agreement due to Cint not having effective control of those parties) including but not limited to cloud hosting, geo-location or anti-fraud services.
18.6. You grant us the right to use your name and logo as a reference for marketing or promotional purposes, including on our website and in public and private communications, subject to your standard trademark usage guidelines as provided by you in advance, in writing. You may revoke this right by sending an email to marketing@cint.com. Except as set forth in this Clause 19.6, each party shall obtain the written approval of the other party prior to making any press release or other public statement concerning this Agreement.
18.7. If either party is affected by any force majeure event (i.e. acts of God or government, strikes or labor disputes, war or civil unrest, pandemic or epidemic, floods or other natural disasters, fires or explosions, contamination or other loss of access to buildings, failure of utility or cloud services, or other events, circumstances or causes beyond a party’s or its subcontractors’ reasonable control) it shall, if at all possible, immediately notify the other party and keep that party informed of the continuance of the force majeure event and any change of circumstances. The party affected by a force majeure event shall take all reasonable steps available to it to avoid or to minimize the effects of such force majeure event on the performance of its obligations under this Agreement. Neither party shall be in breach of this Agreement, or otherwise liable to the other party, by reason of any delay in performance, or non-performance of any of its obligations caused by a force majeure event. If the delay in performance or non-performance caused by a force majeure event continues for longer than thirty (30) days, either party may terminate this Agreement on notice to the other.
18.8. The parties do not intend that any person who is not a party to this Agreement shall be entitled to enforce any term of or otherwise have any rights under this Agreement.
DEFINITIONS
“Ad Hoc Supply” means Sample which is not programmatically available on the Cint Exchange, but that utilizes the Cint Exchange for routing, tracking etc;
“Additive Survey” means a survey or similar activity to which a Participant is redirected prior to, instead of or after responding to the Buyer Opportunity for which the Participant was originally invited (e.g., surveys for advertising effectiveness);
“Affiliate(s)” means any business entity which directly or indirectly controls, is controlled by, or is under common control with a party. The term “control,” as used in this definition, means having the power to direct, or cause the direction of, the management and policies of a party, whether through ownership of voting securities, by contract or otherwise;
“Agreement” means these Cint Exchange Supplier Terms together with any Supplier Orders;
“API” means an Application Programming Interface for interoperating with the Cint Exchange including Cint’s Buy-side and Supply-side APIs;
“Applicable Laws” means all laws, rules, statutes, decrees, decisions, orders, regulations, judgments, codes and ordinances applicable to the parties, and requirements of any government authority (national, federal, state, local, or international) having jurisdiction over the parties or their respective activities, including but not limited to binding laws, rules and regulations applicable to processing of Personal Data in connection with the delivery and use of the Cint Services, including, but not limited to, the CCPA, the CPRA, the GDPR, the UK GDPR, the U.S. Health Insurance Portability and Accountability Act of 1996, the United States CAN-SPAM Act, the Gramm-Leach-Bliley Act, and COPPA and the ethical codes of the Insights Association (www.insightsassociation.org) and ESOMAR (www.esomar.org);
“Buyer Opportunity” means an engagement, campaign, or other initiative requested and defined by a Buyer using the Cint Exchange, such as a program of market research for which Participants meeting defined criteria are selected to participate in a Survey or a set of Surveys (e.g., a tracker), a recruiting effort, or some other cost-per-action effort that is sourced from one or more Supply Partners using the Cint Exchange;
“Buyer(s)” means a buyer of Sample or other engagements on the Cint Exchange. Cint may act as a Buyer for the purposes of a specific Buyer Opportunity;
“Cint Exchange Data” means any data, metadata or other information that is learned, gathered, published, indexed, uploaded, created, bought or stored on the Cint Exchange, including without limitation Participant Data;
“Cint Exchange Guidelines” means Cint’s then-current Cint Exchange Guidelines, as may be updated by Cint from time to time and which is available at: https://www.cint.com/legal;
“Cint Exchange” means Cint’s proprietary technology, data and platform (including Cint’s Techniques, hardware, APIs, UIs, products, processes, algorithms, designs and other tangible or intangible technical material or information) facilitating research and fulfillment of Buyer Opportunities by way of an online marketplace between Buyers and Supply Partners and which includes Cint Exchange Data;
“Cint Services” means the provision of online access to the Cint Exchange, as well as technical support, consulting services and other Cint Exchange-related services provided by Cint;
“Complete(s)” means a single instance of a completed Survey by a Participant recorded by the Cint Exchange but which has not been reversed under the Reconciliation Policy;
“Confidential Information” means information provided prior to or after the Effective Date, by or on behalf of a disclosing party in relation to the purposes of this Agreement, regardless of whether it is marked as confidential, and including without limitation, Cint Exchange Data (as Cint’s Confidential Information), and information disclosed about the disclosing party’s and/or its customers’, suppliers’, and other third parties’ business and marketing plans, strategies and programs, client lists, financial budgets, projections, and results, pricing or payment information, employee lists, technical information, business methods, product and service information (including planned features or modifications), vendor relationships and/or information, and any other information which would reasonably be considered confidential, whether such information is disclosed in tangible or electronic form, orally or visually;
“Effective Date” means the date identified as such in the Supplier Form;
“Fees” means fees payable by you to Cint as set out in the Supplier Form, e.g., commissions or per complete charges;
“Intellectual Property Rights” means Cint Exchange Data (as Cint’s IPR) and patents, utility models, trade or service marks, copyrights, semiconductor topography rights, rights in databases, design rights, registered designs, unregistered community designs, registered community designs, trade dress, moral rights, publicity or privacy rights, goodwill and all rights or forms of protection of a similar nature or having equivalent or the similar effect to any of them which may subsist anywhere in the world, including applications for registration and any causes of action in relation to any of them;
“Participant Data” means all data (including demographic data, profiling data, Participant Identifiers and Personal Data) relating to a Participant that is supplied, indexed, or otherwise stored or transmitted on, to or through the Cint Exchange, including without limitation, answers to questions asked for Survey qualification.
“Participant Identifier” means a data point associated with a specific Participant that can be used to identify a Participant across different sources of data, such as email address (hashed or in clear text), mobile ad ID’s etc;
“Participant” means a natural individual sent to the Cint Exchange by you or another Supply Partner who consents to participate in Buyer Opportunities and from or about whom data is collected;
“Personal Data” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, consumer or household, including, without limitation, any inferences drawn therefrom or derivatives thereof, or any other information that is regulated as “personal data” or “personal information” under Applicable Laws;
“Program Documentation” means any written documentation and requirements relating to Supply Partner Programs as may be updated by Cint from time to time and made available in the Supplier Portal;
“Reversal” means a Complete that has been reversed under the Reconciliation Policy;
“Reconciliation Policy” means the then-current Cint policy for reversals of Completes that do not meet certain quality standards as may be updated and amended by Cint from time to time and made available at https://www.cint.com/legal;
“RPI” or “Revenue per Interview” means the actual and final remuneration per Complete offered to Supplier;
“Sample” means Participants for a Buyer Opportunity;
“Supplier Form” means an online or offline document executed by a legal entity with Cint that describes itself as a Cint Exchange Supplier Form;
“Supplier Onboarding Documentation” means any written documentation and requirements relating to onboarding to the Cint Exchange as a Supply Partner as may be updated by Cint from time to time and made available in the Supplier Portal;
“Supplier Portal” means the online space or website designated by Cint for storing your data and applicable policies such as Program Documentation and Supplier Onboarding Documentation and other information;
“Supplier Terms” means these Cint Exchange Supplier Terms;
“Supplier” means the business entity accepting and entering into this Agreement with Cint and specified in a Supplier Form;
“Supply Partner Programs” means programs and policies run by Cint intended to improve the Cint Exchange, e.g., programs to enhance or maintain security, quality and fraud prevention;
“Supply Partner(s)” means an entity that: (i) recruits and obtains consent from and/or enters into contracts with Participants for their participation in Buyer Opportunities; and/or (ii) otherwise maintains a database of potential Participants;
“Survey” means a collection of questions or statements presented online to ascertain the inclinations, opinions, behaviors and/or capabilities of an individual consumer or professional;
“Survey Content” means any content of a Survey, including Survey language, topics, questions, video, images, etc;
“Techniques” means any inventions, discoveries, innovations, documents, materials, software (including source code) or information related to methods, tools, designs, techniques, know-how or analysis used in Cint’s business as well as the concepts, inventions, suggestions, creative ideas, plans, drawings, blueprints, computer software designs, models or systems, prototypes, sampling methods, research designs, questionnaire forms (unless provided by you), methods of process or questioning, systems of analysis, tabulating cards, computer tapes, discs and any other data record formats, computer programs, information and materials, whether or not patentable or copyrightable, used by Cint in connection with this Agreement;
“User(s)” means your end users, including any employees, representatives, consultants, contractors, agents, customers or clients or other end users who have been granted access to use the Cint Exchange by you or on your behalf either via user identifications and passwords or via an API integration.
Version: 2024:01
Date: 1 April 2024