Cint Exchange Self-Serve Rate Card Terms
INTRODUCTION. This Agreement between the customer named in the Order (“Customer” or “you” or “your(s)”) and Cint governs your use of the Cint Exchange and Cint Services and any transactions with Supply Partners with whom you connect via the Cint Exchange and constitutes the entire understanding related to the subject matter herein. “Cint”, “we”, “us” or “our” each means (i) the Cint Group entity named in the Order; or, if none is named, (ii) Cint AB, a company incorporated in Sweden with registration no. 556559-8769, having its principal place of business at Luntmakargatan 18, 1tr, 111 37 Stockholm, Sweden.
You and the business entity you represent agree to the terms of and conclude this Agreement with us when you execute an Order that references these Buyer Terms or otherwise expressly accept these Buyer Terms, e.g., by clicking a box indicating your acceptance.
We reserve 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 Buyer Terms, we will provide you with prior written notice, e.g., via email or by posting an electronic notice to your Users on the Cint Exchange. Your continued use of the Cint Exchange or any Cint Services after our notice shall constitute your consent to such changes, provided however, if you do not agree to any such changes, you must notify Cint via legal@cint.com within thirty (30) days after the date of such notice and you will then remain governed by the terms in effect immediately prior to the change. Your notice will be considered a notice of termination under Clause 17.1 and the Agreement will terminate at the end of the Subscription Term. Any new features that augment or enhance the Cint Services or Cint Exchange, 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.
1. DEFINITIONS
For defined terms used for the purposes of this Agreement shall have the meanings set out at the end of these Buyer Terms.
2. BECOMING A BUYER ON THE CINT EXCHANGE
2.1. Subject to satisfying our onboarding and credit processes, you will be granted access to the Cint Exchange as a Buyer from the Effective Date and for the Subscription Term by executing an Order. You agree to pay the Fees associated with your launched Customer Opportunities and any other Fees set forth in this Agreement. You may use the Cint Exchange to create and manage Customer Opportunities, source Sample from Supply Partners and to access, request or order other services offered by us.
2.2. You will have access to the Cint Exchange on a Rate Card model, subject to the terms set forth in your Order. With the Rate Card model, pricing is presented on the Cint Exchange based on the specifications of your Customer Opportunity, and you will pay us on the basis of the CPI set forth in the Rate Card.
2.3. In order to protect the integrity and quality of the Cint Exchange, we may, without liability, suspend or terminate any or all access to the Cint Exchange by revoking your API key access or restricting User login(s) as set forth in Clause 17.4.
3. CINT EXCHANGE
3.1. We provide Buyers and Supply Partners with access to the Cint Exchange and Cint Services, through which they may transact with each other. You may procure Sample from a variety of sources and manage your projects by accessing and using the Cint Exchange. We reserve the right to select or limit the Supply Partners and Participants eligible to participate in any Customer Opportunity.
3.2. We make no warranties or representations about the availability, composition or quality of Sample and are not responsible or liable for any deficiencies therein. If Buyers or Supply Partners fail to honor their contractual and legal obligations, we may assert our rights against the breaching party. We may make good faith attempts to resolve any disputes between a Buyer and Supply Partner, but we are not obligated to do so and do not accept any liability by doing so.
3.3. We will provide technical support through support channels such as our self-serve support site. We will use commercially reasonable efforts to make the Cint Exchange and Cint Services available 24 hours a day, 7 days a week, except for: (i) downtime for scheduled or emergency maintenance, and (ii) any unavailability caused by circumstances beyond Cint’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, hurricane, civil unrest, act of terror, pandemic or endemic, strike or other labor problem, or Internet service provider failure or delay.
3.4. We will provide at least seven (7) days’ advance notice (e.g., via email or by posting an electronic notice to Users on the Cint Exchange or our support sites) of any scheduled maintenance, including the time and the length of the scheduled maintenance period. If we deem it necessary to perform emergency maintenance on the Cint Exchange (i.e., any downtime that is not scheduled maintenance), we will use commercially reasonable efforts to provide you with advance notice.
3.5. You acknowledge that provisioning of the Cint Exchange and Cint Services requires use of a complex IT solution, which operates using the Internet, and includes factors outside our control. Accordingly, you acknowledge that we are providing the Cint Exchange and Cint Services on a commercially reasonable efforts basis. You will not hold us responsible for downtime or any other inability to provide Cint Exchange and Cint Services hereunder caused by or arising out of factors or causes outside of our control. Except for the warranties set out in Section 11, we expressly disclaim any and all warranties, express and implied, for the Cint Exchange and Cint Services including any warranties of title, merchantability, and fitness for a particular purpose.
3.6. We may subcontract portions of the execution of the Cint Services to our Affiliates or other third parties. We will use commercial reasonable efforts to ensure that the quality of Cint Services supplied by any subcontractor are substantially equal to the quality we would normally provide, and will otherwise conform to the provisions of this Agreement. We will be primarily responsible for the work undertaken by a subcontractor engaged by us as provided herein.
4. ROLES AND RESPONSIBILITIES
4.1. Cint, Supply Partners and Buyers are independent entities, but the business practices and actions of Buyers and Supply Partners may significantly impact or reflect upon our reputation and brands. Accordingly, you shall, and shall ensure that its Users shall, adhere to the Cint Exchange Guidelines when using the Cint Exchange. You shall ensure that your Users review and understand the Cint Exchange Guidelines by conducting regular training and awareness-raising activities.
4.2. You are responsible for all activity conducted under your User accounts and shall abide by all Applicable Laws in connection with your and your Users’ use of the Cint Exchange and Cint Services, including those related to data privacy, international communications, COPPA and other age restrictions, the transmission of data, and data subject consents. You will ensure you and your Users’ access and use the Cint Exchange and Cint Services, and process Participant Data, only in strict compliance with Applicable Laws and any terms of use published by us relating to the Cint Exchange and Cint Services and this Agreement, as amended from time to time. You shall (and will ensure that your Users shall) refrain from using or processing any Participant Data except as expressly permitted in this Agreement.
4.3. You are solely responsible for and represent and warrant that Participants will receive accurate and all required privacy notices, and that Participants consent to your processing and collection of their Personal Data when using the Cint Exchange and Services, as required by Applicable Laws.
4.4. You will (i) protect all Participant Data processed by you, (ii) prevent unauthorized access to or use of the Cint Exchange and Cint Services (and immediately notify Cint of any unauthorized access or use), and (iii) ensure that your Users are accessing and using the Cint Exchange and Cint Services only in compliance with this Agreement and the Cint Exchange Guidelines.
4.5. When purchasing Ad Hoc Supply, you acknowledge that you are purchasing Sample not generally available on the Cint Exchange. As such, Ad Hoc Supply may not be subject to the quality programs and other activities taken by us to ensure a high level of quality in our supply. When purchasing Ad Hoc Supply, you will ensure that Supply Partners and their Participants comply with Applicable Laws, and you are solely responsible for the handling and treatment of your Ad Hoc Supply on and through the Cint Exchange. We specifically disclaim any and all responsibility for, or for evaluating, Ad Hoc Supply, or for such Supply Partners’ compliance with Applicable Laws and the Cint Exchange Guidelines.
4.6. You acknowledge and accept that we are not responsible for the relationships between Supply Partners and Participants or for the privacy and other compliance obligations (including the duty to provide appropriate privacy notices and, where applicable, obtain consent) owed by Supply Partners to their Participants or for Supply Partner Services.
5. SERVICE RESTRICTIONS
5.1. You and your Users may access and use the Cint Exchange and Cint Services solely for your own business purposes. You are not allowed to use the Cint Exchange or Cint Services to provide a service bureau, or resell, outsource, rent, or otherwise commercially exploit by making available to any third party the Cint Exchange or Cint Services other than as expressly provided herein. We may immediately suspend or terminate your access to the Cint Exchange and Cint Services if we become aware you or any of your Users are in breach of any obligations under this Section 5.
5.2. You may not (and shall ensure your Users do not), nor make any attempt to
5.2.1. circumvent the workings, intent or purpose of the Cint Exchange by avoiding payment, or otherwise reducing all or any portion of the payments, fees or charges payable to us, and for clarity you are prohibited from using Customer Survey Data to circumvent use of the Cint Exchange with Supply Partners;
5.2.2. route Participants to multiple Surveys, or other Surveys than originally intended. Each target group should direct all Participants to the same Survey. If you wish to collect data for multiple Surveys, a separate Customer Opportunity should be set up for each Survey. Once a Participant has completed the Survey, they should be redirected back to Cint Exchange;
5.2.3. manipulate the Cint Exchange to avoid or reduce Fees or portions thereof payable to Cint;
5.2.4. use the Cint Exchange or Cint Services other than for market, opinion and social research;
5.2.5. re-identify any Participants or contact Participants outside Customer Opportunities or the Cint Exchange, except as required by Applicable Laws. You may identify Participants solely by reference to Participant Identifiers provided by us and not seek to acquire any other identifying or personally identifiable information;
5.2.6. copy, translate, create derivative works of, reverse engineer, reverse assemble, disassemble or decompile all or any part of the Cint Exchange or Cint Services or otherwise attempt to discover any source code or modify the Cint Exchange or Cint Services in any manner or form;
5.2.7. 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;
5.2.8. 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, Cint Services or Cint Exchange Data contained therein;
5.2.9. “frame” or “mirror” the Cint Exchange or Cint Services on any other device;
5.2.10. access, penetrate, probe or scan the Cint Exchange for purposes of monitoring availability, performance or functionality or for any other benchmarking or competitive purposes;
5.2.11. gain unauthorized access to the Cint Exchange or its related systems or networks;
5.2.12. use the Cint Exchange or Cint Services to conclude fraudulent or otherwise illegal Customer Opportunities; or
5.2.13. use the Cint Exchange or Cint Services for the purpose of building a similar or competitive product or service.
5.3. You shall not and shall not permit any User or third party to use the Cint Exchange, Cint Services, Cint Exchange Data or Participant Data in violation of, or to cause another person to be in violation of, Applicable Laws or economic sanctions administered by the U.S., UK or EU.
6. SURVEYS
6.1. You are solely responsible for ensuring that:
6.1.1. all Surveys and Survey Content complies with Applicable Laws and the Cint Exchange Guidelines, and shall upon request, without limiting your responsibility, make the Survey available to us for testing and review;
6.1.2. correct and operational hyperlinks to the Survey are provided to us, and to reroute Participants when they leave a Survey and are embedded in the Survey;
6.1.3. Surveys contain proper language translations, does not contain any inappropriate or offensive language or content and is complete, accurate and tested, and for informing Cint if there are any questions included in the Survey that collect personally identifiable information;
6.1.4. Survey Quotas are correctly set-up within the Survey Hosting Tool and/or the Cint Exchange. Cint is not responsible for any costs incurred as a result of oversampling unless you expressly specify that oversampling not be permitted in the Customer Opportunity. If there is any overage for your Customer Opportunity and you have not set up the Survey Quotas correctly in either the Survey Hosting Tool or the Cint Exchange, you will pay us all Fees incurred; and
6.1.5. no Third-Party Tracking is placed on the devices of Participants without our prior written consent.
6.2. We reserve the right to deny implementation of, suspend use of, remove links to or pause any Customer Opportunity or Survey if you do not follow the best practices outlined in or otherwise fail to comply with the Cint Exchange Guidelines. We may also pause or cancel a Customer Opportunity to prevent further transactions pending our resolution of security or quality issues as described in the Cint Exchange Guidelines.
6.3. You may not solicit or recruit Participants to become members of your own or any third party’s market research panel, mailing list, or any other group of individuals that may be used to source survey respondents, or send any commercial advertising to Participants without our prior written approval.
7. AUDIT
We may audit your compliance with Section 5, and Clauses 11.3, 13.1 and 13.2 of this Agreement by providing no less than two weeks’ notice. A scope document along with a request for any documentation will be provided at the time of the notification of an audit. If the requested documentation cannot be removed from your premises, you will permit us access to your site as reasonably necessary. You will make your Users available for interviews as necessary, during the time frame of the audit. Audits will be at our sole expense.
8. FEES, SAMPLE COSTS AND PAYMENT
8.1. You will pay all Fees incurred using the Cint Exchange, such as CPI and any applicable Transaction Fees set forth in the Order. We will also invoice you the Fees for Ad Hoc Supply sourced using the Cint Exchange. Unless otherwise explicitly stated in the Order, Fees, discounts, rebates or other pricing parameters stated in the Order are only valid for twelve (12) months.
8.2. Unless otherwise set forth in the Order, we will invoice your incurred Fees monthly in arrears. All invoices will be submitted to the billing contact specified in the Order and you will notify us by sending an email to invoicing@cint.com promptly whenever your information needs to be updated.
8.3. Unless otherwise specified in the Order, all invoices are due and payable within thirty (30) days of the date of the invoice. We may charge you interest on overdue payments at the rate of 1.5% per month.
8.4. You acknowledge and agree that Fees shall be finally determined by reference to the data recorded by the Cint Exchange and this will be used to resolve any alleged discrepancy. You are responsible for keeping informed of updates to the Rate Card or increases over the course of a Customer Opportunity to the projected and actual CPI payable, including increases resulting from a change to the initial target group or scope or metrics for the Customer Opportunity. We reserve the right to charge an additional fee if you engage in collection of Personal Data.
8.5. If you request that we project manage your Customer Opportunity, the Customer Opportunity will be treated as a managed services project and be subject to the Managed Services Project Terms located at cint.com/legal and these Buyer Terms shall not apply to that Customer Opportunity. The parties shall execute a separate order for managed services setting forth the details for such a Customer Opportunity.
8.6. Unless stated otherwise, the Fees stated in the Order and the CPI set out in the Rate Card 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 invoices hereunder. If we reasonably believe we have the legal obligation to pay or collect Taxes for which you are responsible, the Taxes will 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 that additional Taxes should have been collected on the transaction, you will reimburse us for the Taxes assessed. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.
8.7. Unless otherwise agreed in the Order, 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.
8.8. We may authorize an Affiliate to issue invoices in its own name (and we will notify you of the same in writing) and payments made by you to that Affiliate in respect of those invoices shall be accepted by us as good payment under this Agreement and settle (to the extent of that payment) any corresponding debt owed to us.
8.9. You are solely responsible for requesting reversals of Completes in accordance with the Reconciliation Policy. We reserve the right to request supporting documentation for reversals and may overturn any reversal that does not have a valid reason or adhere to the Reconciliation Policy. Reversals must be requested within the time period specified in the Reconciliation Policy. You shall be responsible for and pay in full for all Fees for Completes that have not been reversed as set out in the Reconciliation Policy.
8.10. Without prejudice to any other remedy we may have, we may suspend the provision of the Cint Exchange and Cint Services if any undisputed Fees remain unpaid fifteen (15) days after their due date, until the actual date of our receipt of good funds for such unpaid Fees. Fees will be deemed undisputed if you fail to notify your account representative and collections@cint.com in writing of your reasons for disputing them, providing reasonable evidence in support, within ten (10) days of the date of the relevant invoice. Otherwise, all amounts invoiced by us are final and payable when due.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Nothing in this Agreement will transfer any Intellectual Property Rights between the parties.
9.2. Without prejudice to the confidentiality obligations owed to you under Section 10, Intellectual Property Rights subsisting in any works created by us in the course of providing the Cint Services or the Cint Exchange will belong to us. Intellectual Property Rights subsisting in the Cint Services, the Cint Exchange, and any aggregated/statistical data or machine learning models created, generated, derived and/or trained by or from the delivery of the Cint Services, Cint Exchange or Participant Data will belong to us.
9.3. All Intellectual Property Rights subsisting in: (i) Customer Materials; and (ii) Customer Survey Data (excluding any Participant Data) are and shall remain your or your licensor’s property.
9.4. 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.
9.5. 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.
9.6. Intellectual Property Rights subsisting in any software developed by or for you solely to consume the APIs belong to you or your licensors.
10. CONFIDENTIALITY
10.1. Except for any Customer Survey Data, you acknowledge and accept that information relating to Supply Partners and Participants is Confidential Information belonging either to Cint, one of Cint’s Affiliates or a Supply Partner, and Customer shall treat it as Cint’s Confidential Information.
10.2. A party receiving Confidential Information shall:
10.2.1. 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;
10.2.2. 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
10.2.3. not disclose the Confidential Information to any person or entity except in accordance with Clause 10.5 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.
10.3. The obligations of confidentiality under this Section 10 shall continue for five (5) years after any expiration or termination of this Agreement.
10.4. Clause 10.2 does not apply to Confidential Information:
10.4.1. 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;
10.4.2. 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;
10.4.3. which is provided on a non-confidential basis by a third party not bound by confidentiality obligations to the disclosing party; or
10.4.4. independently developed by the receiving party without use of or reference to Confidential Information.
10.5. Clause 10.2 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.
10.6. At any time during or after this Agreement, upon the disclosing party’s written request, the receiving party shall promptly:
10.6.1. return or destroy all Confidential Information (including all copies thereof, whether written, electronic, or other forms or media) provided by the disclosing party; and 10.6.2. 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 10.6 shall remain subject to the provisions of this Section 10.
11. REPRESENTATIONS AND WARRANTIES
11.1. We warrant that we will provide the Cint Exchange and 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 Services or the Cint Exchange.
11.2. We warrant that the Cint Exchange and Cint Services will in all material respects comply with any descriptions we provide in our documentation or support site, as applicable during the Subscription Term. As our sole and exclusive liability and your sole and exclusive remedy for breach of Clauses 11.1 or 11.2, and provided such defect or fault is not caused by your or your User’s acts or omissions, we will, at our own expense and upon receipt of a written notice detailing a defect or fault in the Cint Exchange or Cint Services, take all reasonable steps to correct the defective part(s) of the Cint Exchange or Cint Services.
11.3. You warrant that you and your Users (i) will use the Cint Exchange and Cint Services only in strict compliance with Applicable Laws, this Agreement and the Cint Exchange Guidelines, (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, (iii) will act consistently with good practice in the market research industry as applicable to your use of the Cint Exchange and Cint Services, and (iv) will not engage Participants using the Cint Exchange in violation of your obligations under this Agreement.
11.4. You represent that neither you nor your Users 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.
11.5. All our obligations relating to the Cint Exchange and Cint Services are contingent upon your and your Users’ use of the Cint Exchange and Cint Services in accordance with the terms of this Agreement and any reasonable instructions provided by us.
11.6. 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 Exchange and Cint Services 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 Exchange and Cint Services will be secure, reliable, accessible, uninterrupted, and error-free at all times throughout the Subscription 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.
12. INDEMNITIES
12.1. If any action is brought against you by a third party alleging that your use of the Cint Services 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.
12.2. If any action is brought against us by a third party: (a) alleging that our use or possession of Customer Materials or any other materials provided to us by you infringes a valid Intellectual Property Right of that third party; or (b) 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) for claims referred to in (a), 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.
12.3. If an action is brought against a party which shall be indemnified in accordance with Clauses 12.1 or 12.2, 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 the Customer Materials or other materials; or (ii) to replace or modify the Cint Services or Customer Materials or other 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 and, if Cint is the indemnifying party, we will repay the proportion of any Fees for unused Cint Services paid in advance that correspond to the period after the date of termination.
12.4. We shall have no liability to you under Clause 12.1 for that part of the alleged infringement that arises from (i) your or any of your Users’ or Affiliates’ use of the 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 Services outside any permitted territories specified in any Order; or (ii) any aspect of the Cint Services provided by us to follow or meet your instructions; or (iii) your modification of any aspect of the Cint Services or its results.
13. PARTICIPANT DATA
13.1. If you access Participant Data, through the Cint Exchange or Cint Services or otherwise from us, you may not use or disclose the Participant Data for any other purpose than market research purposes. When using the Participant Data, you shall take all commercially reasonable steps to ensure that Participants are not harmed or otherwise adversely affected as a result of your processing of the Participant Data.
13.2. Without limiting the generality of the foregoing, you shall:
13.2.1. take all commercially reasonable steps to ensure that Participants are not harmed or otherwise adversely affected as a result of your processing of the Participant Data,
13.2.2. not link the Participant Data to Personal Data that directly identifies an individual, or otherwise identify or re-identify, any individual associated with such Participant Data,
13.2.3. treat such Participant Data as Confidential Information of Cint under the Agreement,
13.2.4. not have, derive or exercise any rights or benefits regarding Participant Data, and
13.2.5. not sell (as such term is defined in the CCPA) any Participant Data, use or share Participant Data for cross-context behavioral advertising purposes as provided under Applicable Laws.
13.3. The parties acknowledge and agree that in relation to the Participant Data, which you may access and collect pursuant to this Agreement, you shall be the controller of, and responsible for, the processing of any Personal Data included in the Participant Data and ensure that all processing activities undertaken by you complies with Applicable Laws.
13.4. We have the right to take reasonable and appropriate steps to ensure that your use of the Participant Data is consistent with the obligations set forth in this Agreement and Applicable Laws, and to stop and remediate any unauthorized use by you of the Participant Data.
13.5. Notwithstanding anything to the contrary, the obligations related to Participant Data in this Agreement shall remain in effect until deletion of all Participant Data by you.
14. DATA PROTECTION
14.1. The provision of Cint Services normally does not create a controller-processor relationship between Cint and you under Applicable Laws. If the Cint Services to be provided by us include provisioning of Survey Hosting Services, we will only process Customer Survey Data in accordance with the Data Processing Addendum and will not access, use, or process Customer Survey Data for any other purpose. We or our sub-processors will implement and maintain technical, organizational, and physical safeguards to protect Customer Survey Data, as further described in the Data Processing Addendum.
14.2. If a Customer Opportunity includes additional services that involves us processing Personal Data on your behalf, you shall notify us in writing prior to launching the Customer Opportunity and the execution thereof is conditional upon the parties’ entering into appropriate contractual arrangements, such as EU Standard Contractual Clauses as required by Applicable Laws. Until such required contractual obligations have been duly executed, we will not be obligated to perform the Cint Services covered by such a Customer Opportunity.
15. LIABILITY
15.1. Subject to Clause 15.3, 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 during the Subscription Term, exceed an amount equal to 100% the Fees paid or payable by you to us under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
15.2. Subject to Clause 15.3, neither party will be liable for: (i) special, indirect, punitive, exemplary or consequential losses or damages; or (ii) any loss of profits (except that you will be liable for the profit element of the Fees or any damages corresponding thereto), 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.
15.3. 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:
15.3.1. gross negligence or willful misconduct;
15.3.2. death or bodily injury caused by a party’s negligence;
15.3.3. fraud or fraudulent misrepresentation;
15.3.4. Fees or any early termination or cancellation payments or damages in respect of any Fees that would or should have been paid during the Subscription Term;
15.3.5. the indemnification obligation set out in Clause 12.2; or
15.3.6. anything that cannot be lawfully excluded.
15.4. 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.
16. NOTICES
16.1. 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 Customer 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 Order, all as may be amended from time to time by notice served in accordance with this Section 16.
16.2. 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.
17. TERM AND TERMINATION
17.1. This Agreement shall commence on the Effective Date and continue in force for the Subscription Term. Either party may terminate this Agreement by providing three (3) months’ prior written notice. If no end date for the Subscription Term is agreed, notice can be given at any time. If an end date is defined for the Subscription Term, you may not terminate this Agreement in accordance with this Clause 17.1 until the end of the Subscription Term.
17.2. 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.
17.3. 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.
17.4. 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 (including for non-payment) or the 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, or (vi) if we otherwise reasonably consider it necessary to protect our interests.
17.5. Upon termination or expiration of this Agreement you will promptly pay us all Fees due and, where we have terminated this Agreement due to your default or accepted your repudiation, the Fees that would have become payable but for the breach and termination, and all expenses properly incurred up to and including the effective date of such termination or expiry.
17.6. Upon termination of this Agreement, your right to access or use the Cint Exchange and Cint Services immediately ceases, and Cint shall have no obligation to store, maintain, forward, or otherwise restore any data except as set forth in this Clause 17.6. Upon termination or expiration of this Agreement, we may disable all your Customer Opportunities, accounts, and after two (2) years from such termination or expiration, may remove all Customer Materials and User information permanently from our systems. You must immediately delete all Cint’s Confidential Information. The termination or expiration 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 party has to the other under this Agreement arising prior to termination or expiration.
17.7. 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 expires or is terminated.
18. INSURANCE
During the Subscription Term 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.
19. DISPUTE RESOLUTION
19.1. Unless otherwise specified below, this Agreement shall be governed by and construed in accordance with laws of Sweden, without regards to its conflict of law principles, and all disputes arising out of or in connection with this Agreement, or the breach, termination or invalidity hereof, shall be referred to and finally settled by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into consideration the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden.
19.2. If Cint has entered into this Agreement with Cint USA, Inc., this Agreement shall be governed by the substantive laws of New York, and all disputes arising out of or in connection with this Agreement, or the breach, termination or invalidity hereof, shall be referred to and finally settled by arbitration administered 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 a sole arbitrator. The seat of arbitration shall be New York City, USA.
19.3. If Cint has entered into this Agreement with a Cint entity incorporated in the United Kingdom, India, Singapore or Australia, this Agreement shall be governed by the substantive laws of England. All disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Clause. The arbitral tribunal shall be comprised of a sole arbitrator, and the arbitral proceedings shall be conducted in English. The seat of the arbitration shall be London, England.
19.4. In any case, the language to be used in the arbitral proceedings shall be English, and the proceedings, all documents exchanged between the parties and any decision or award shall be kept confidential.
20. MISCELLANEOUS
20.1. 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.
20.2. 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.
20.3. 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.
20.4. 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.
20.5. 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. You acknowledge and agree that Supply Partners are not subcontractors.
20.6. 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 20.6, each party shall obtain the written approval of the other party prior to making any press release or other public statement concerning this Agreement.
20.7. 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.
20.8. 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
For purposes of this Agreement, the following words shall have the following meanings:
“Ad Hoc Supply” means Sample which is not programmatically available on the Cint Exchange, but that utilizes the Cint Exchange for routing, tracking etc;
“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 Buyer Terms together with any Order;
“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(s)” means a buyer of Sample or other engagements on the Cint Exchange, and for purposes of this Agreement, Customer is a Buyer;
“Buyer Terms” means these Cint Exchange Rate Card Terms;
“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 Customer Opportunities by way of an online marketplace between Supply Partners and Customers and which includes Cint Exchange Data;
“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 Services” means the provision of online access to the Cint Exchange, as well as any technical support or other Cint Exchange-related services provided by Cint during the Subscription Term. Cint Services does not include Ad Hoc Supply or Supply Partner Services;
“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;
“CPI” means the Cost Per Interview payable for Sample by you for each Complete as determined by the Rate Card;
“Customer” means the business entity accepting and entering into this Agreement with Cint and specified in an Order;
“Customer Materials” means any materials supplied by you to Cint pursuant to this Agreement;
“Customer Opportunity” means an engagement, campaign, or other initiative requested and defined by you 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;
“Customer Survey Data” means any response or other data entered or provided by Participants once they exit or are otherwise redirected from the Cint Exchange to a third-party service to conclude the Customer Opportunity, which is never stored on the Cint Exchange. For avoidance of doubt, Survey Hosting Services provided by us shall also be considered a third-party service for the purposes of this definition;
“Data Processing Addendum” means the agreement applicable to and governing any processing of Personal Data we do for you within the scope of providing Survey Hosting Services and which is available at: https://www.cint.com/legal;
“Effective Date” means the date identified as such in the Order;
“Fees” means the fees for or incurred during usage of the Cint Services purchased or provided under this Agreement and which may include CPI’s, Transaction Fees and any other fee agreed in an Order or accepted on the Cint Exchange;
“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;
“Order” means an online or offline document executed by you and Cint that describes itself as an Order, specifies the Cint Services to be purchased or provided hereunder during the Subscription Term and makes reference to these Buyer Terms;
“Participant” means a natural individual sent to the Cint Exchange by a Supply Partner who consents and is prequalified to participate in a Customer Opportunity;
“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. For clarity, Customer Survey Data shall not constitute Participant Data;
“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.;
“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;
“Rate Card” means the table maintained on the Cint Exchange that sets out the CPI payable for Completes on the basis of factors such as Participant territory, length of interview and incidence rate, as updated by Cint from time to time;
“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;
“Sample” means Participants for a Customer Opportunity;
“Subscription Term” means the term of this Agreement specified in the Order;
“Supply Partner” means an entity that: (i) recruits and obtains consent from and/or enters into contracts with Participants for their participation in Customer Opportunities; and/or (ii) otherwise maintains a database of potential Participants;
“Supply Partner Services” means Sample and any other services Supply Partners agree to provide in connection with a Customer Opportunity.
“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;
”Survey Hosting Services” means our provisioning of a Survey Hosting Tool and any ancillary services to you for a specific Customer Opportunity;
”Survey Hosting Tool” means the software or SaaS used to program and/or host a Survey, where responses and other data from Participants is recorded;
“Survey Quota” means conditions or parameters limiting the number and/or type of Completes to be produced by a Customer Opportunity;
“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;
“Third-Party Tracking” means any form of third-party request in the browser or a cookie (i.e. a text file containing small amounts of information) made to or dropped on a Participant’s device when visiting a website or other digital space;
“Transaction Fees” means the fees (e.g. commissions, processing charges, and any other fees) specified on the Order. Transaction Fees does not include CPI;
“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: 2024:02
Date: 1 November 2024