1. DEFINITIONS

Defined terms used for the purposes of this Agreement shall have the meanings set out at the end of these Terms.

2. SUBSCRIPTIONS

2.1 Subject to the terms of this Agreement, we hereby grant you a non-exclusive, non-transferable right, for the Term, to use the Hosting Services and for your:

(a) Authorised Users to access the Platform for the purposes of creating and managing Panels and making them available for use by Panelists;

(b) Panelists to access the Platform to register to your Panels, receive invitations for opportunities and receive rewards; and

(c) Panels to connect to the Cint Exchange.

2.2 You undertake to:

(a) ensure that each Authorised User keeps a secure and confidential password for their account;

(b) prevent any unauthorised access or use of, by Authorised Users or Panelists, the Platform and, in the event of any such unauthorised access or use, promptly notify us; and

(c) keep your Panels active, as we may close and delete any Panel after twelve (12) months of inactivity, which may result in the loss of access to the Hosting Services and any associated data.

3. PLATFORM RESTRICTIONS

3.1 You may access and use the Hosting Services solely for your own business purposes.

3.2 You must not use the Hosting Services to provide a service bureau or to resell, rent or otherwise commercially exploit it by making the Hosting Services directly available to any third party. For the avoidance of doubt, Panelists are not considered third parties for the purposes of this Clause

3.3 You shall not:

3.3.1 copy, translate, create derivative works of, reverse engineer, reverse assemble, disassemble, or decompile all or any part of the Platform or otherwise attempt to discover any source code or modify the Platform in any manner or form, (ii) “frame” or “mirror” the Platform or the Hosting Services on any other device, (iii) access, penetrate, probe or scan the Platform for purposes of monitoring availability, performance or functionality or for any other benchmarking or competitive purposes, or (iv) use the Hosting Services for the purposes of building a similar or competitive product or service;

3.3.2 use the Hosting Services: (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 Platform or data contained therein, or (iv) to gain unauthorized access to the Platform or its related systems or networks; or

3.3.3 use any information gathered from the Platform 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.

3.4 We reserve the right to suspend or deactivate your Panel(s) and your access to the Hosting Services if we become aware, or have reasonable suspicions, you are in breach of any obligations under this Section 3.

3.5 We further reserve the right to suspend or deactivate individual Panelist accounts under the following circumstances:

3.5.1 due to inactivity, which means no activities in their account at least once within a twelve (12) month period;

3.5.2 if there is any suspected or confirmed fraudulent activity, including but not limited to manipulation of account usage, repeatedly providing responses which are reversed in accordance with the Reconciliation Policy or misuse of rewards, regardless of whether such activity has taken place on your Panel(s) or elsewhere;

3.5.3 if there is any actual or suspected breach of the terms, conditions, or instructions related to acceptable use, including violations of provisions in this Section 3, the Panelist Terms, the Reconciliation Policy or the Cint Exchange Guidelines.

3.6 We may monitor your use of the Hosting Services periodically to ensure compliance with this Agreement and to assess your usage. If our monitoring reveals any violations of this Agreement or any usage that goes beyond what was agreed upon, we reserve the right to enforce the rights or remedies available to us under this Agreement.

4. HOSTING SERVICES

4.1 We shall, during the Term, provide the Hosting Services to you subject to the terms of this Agreement. The Hosting Services are composed of two distinct elements: Core Services and Additional Services.

4.2 Core Services are included in every Subscription Tier as specified in the Supplier Form and are used for the operation of the Platform and include:

(a) the creation of Panels;

(b) customization of basic Panel settings, including names, logos, colour schemes, and availability for Panelists to create and login to accounts, receive emails, access survey opportunities, and redeem incentives;

(c) adjustment of incentive schemes according to the length of surveys or as a percentage of your revenue, and set a fixed value for non-complete respondent statuses;

(d) adjustment of Panelist incentive balances;

(e) access to our reward payment methods (please note that processing fees may be charged for some payment methods);

(f) access to HTML code to embed the Panelist portal in an external webpage;

(g) the addition of rules to filter opportunities available to Panelists based on a desired gross margin, a pricing floor, and a maximum survey length;

(h) the hosting of Panelist accounts according to the limits of your Subscription Tier;

(i) the removal of Panelist access;

(j) the ability to view Panelist account details, participation history and transaction history for the purpose of providing support to Panelists;

(k) the ability to access statistics on Panels including the number of Panelists, survey activity, revenue, and incentive costs;

(l) the creation of marketing campaigns using available marketing tracking templates to measure campaign statistics and report activity to external platforms and partners.

4.3 Additional Services are either included only for certain Subscription Tiers or optional and charged separately as specified at the time of ordering and include:

(a) the creation of additional brands under which Panels can be grouped;

(b) the customization of advanced Panel settings, including translations, communication templates, and default communication frequency;

(c) the ability to import Panelist accounts by CSV file upload;

(d) the creation of custom Panelist reward payment methods using a voucher repository system;

(e) the creation of opportunities for Panelists to take part in the customer’s own research projects in the Cint Exchange with preferential pricing;

(f) access to additional Authorized Users beyond the limit of the Subscription Tier;

(g) the provision of Panelist support.

4.4 You may choose to operate your Panel(s) either as a Hosted Partner Panel(s) or as a Partner Branded Panel(s). Your choice will be indicated on the Supplier Form and will determine the ownership and incentive liability framework for your Panel(s).

4.5 Hosted Partner Panel: You will own, control and manage the Panel(s) and we act solely as a service provider to you. You will be the contractual counterparty to your Panelists and will incur all rights and liabilities towards your Panelists directly, including all financial liability for accrued incentives. In the event that you terminate this Agreement, you retain all rights, title and interest in the Panel(s), including but not limited to any associated data, branding and Intellectual Property Rights. Following termination, we have no rights or responsibilities with regard to your Panel(s) and Panelists.

4.6 Partner Branded Panel: You will control and manage the Panel(s), but the Panel(s) is owned by us. We will act as the contractual counterparty to all Panelists and will incur all rights and liabilities towards the Panelists directly. In the event that you terminate this Agreement, we retain all rights, title and interest in the Panel(s), including but not limited to any associated data and Intellectual Property Rights. You shall have no claim to the rights of the Panel(s) or Panelists. We will change the name of the Panel(s) within ninety (90) days of your request.

5. DATA PROTECTION

5.1 Each party will comply with their own obligations under Applicable Laws and respect the privacy of Panelists.

5.2 All processing of personal data by us on your behalf in connection with this Agreement is governed by the Data Processing Agreement.

6. OUR OBLIGATIONS

6.1 We shall:

(a) provide the Hosting Services hereunder with reasonable care and skill;

(b) use commercially reasonable endeavours that the Hosting Services will in all material respects comply with their description in Section 4, as applicable during the Term;

(c) we will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week in the public cloud.

6.2 As our sole and exclusive liability and your sole and exclusive remedy for breach of Clause 6.1, we will, at our own expense and upon receipt of a written notice from you detailing a defect or fault in the Hosting Services (and where such defect or fault is not caused by your or your third-party contractor’s acts or omissions), take all reasonable steps to correct the defective part(s) of the Hosting Services.

6.3 We shall have no liability under this Agreement to the extent any such liability is caused by use of the Platform contrary to our instructions or this Agreement, or modification or alteration of the Platform by any party other than us or our duly authorised contractors or agents.

6.4 Notwithstanding any of the above, we are free to make the Platform temporarily unavailable as we deem reasonably necessary. We will provide you with advance written notice (published on status.cint.com) 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 twenty-four (24) hours advance notice.

6.5 We do not warrant that your use of the Platform will be uninterrupted or error-free; or that the Platform, the information obtained by you through the Platform or the Hosting Services will meet your requirements.

6.6 All our obligations relating to the Hosting Services are contingent upon your use of the Hosting Services in accordance with the terms of this Agreement and any reasonable instructions provided to you by us.

6.7 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.

7. YOUR OBLIGATIONS

7.1 You shall:

(a) provide us with all reasonable co-operation in relation to the Hosting Services, and access to such information as may be required by us in order to provide the Hosting Services;

(b) act consistently with good practice in the market research industry as applicable to your use of the Hosting Services;

(c) comply with all Applicable Laws with respect to your activities under this Agreement;

(d) monitor, and where necessary take appropriate action, that your Panelists’ use the Platform in accordance with the terms and conditions of this Agreement and the Panelist Terms and shall be responsible for any Panelists’ acts, omissions and defaults;

(e) obtain and maintain all necessary licences, consents, and permissions necessary for you to provide the Customer Data to us under this Agreement;

(f) for Hosted Partner Panels, enter into a contractual agreement with all Panelists, providing at least the rights and responsibilities as per the Panelist Terms; 

(g) ensure that all recruitment sources used for obtaining Panelists are thoroughly vetted to confirm their legitimacy and reliability;

(h) maintain accurate records of all recruitment sources used, including details of the recruitment process and the sources’ credentials;

(i) verify that all Panelists uploaded to the system are genuine and exhibit no obvious signs of fraud or suspicious activity;

(j) implement appropriate quality checks, systems, and procedures when opting out of certain parts of the technology, such as incentives management, to ensure the integrity and quality of the data and processes, and allow us to implement any quality checks, procedures, measures for the management, maintenance and improvement of overall panel quality; and

(k) promptly notify Cint of any quality concerns or issues that arise in relation to the Hosting Services provided under this Agreement.

7.2 You represent that you are not owned by, controlled by, participating in any prohibited activity for, or acting for any person or entity (i) located or organised 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.

8. CHARGES AND TERMS OF PAYMENT

8.1 You will pay all fees set out in the Supplier Form as well as any Fees for Additional Services presented to and accepted by you on the Platform or otherwise in writing. Unless otherwise stated, invoicing will be done monthly in advance. Any amounts due to us will be due and payable within thirty (30) days of the invoice issuance date. We may charge you interest on overdue payments at the rate of 1.5% per month.

8.2 In the event there is an increase in the number of Active Panelists over sixty (60) days, which takes you into a higher Subscription Tier, we reserve the right to adjust the fees accordingly. The Subscription Tier adjustment will be communicated to you prior to any change in Subscription Tier taking effect, and your continued use of the Hosting Services after our notification shall constitute acceptance of the Subscription Tier adjustment.

8.3 We reserve the right to amend the pricing on an annual basis, with any changes communicated to you at least thirty (30) days prior to the effective date of the new pricing.

8.4 All prices stated in the Supplier Form exclude goods and services tax (e.g., VAT or GST) and/or any other potential applicable local taxes whether this is an existing or new tax.

8.5 It is solely your responsibility to calculate, declare and settle goods and services tax and/or any other applicable taxes whether this is an existing tax or a newly introduced tax. In the event payments by you are subject to withholding tax, you shall withhold and pay such taxes on behalf of us. You shall obtain an appropriate tax receipt evidencing the actual payment of such taxes and provide us with the original tax receipt. Each of the parties will use their best efforts to have goods and services tax, withholding taxes and/or other levies recovered or credited and assist each other on any kind of communication with tax authorities.

8.6 If we 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 authorised 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.

8.7 We may authorise 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.

8.8 Without prejudice to any other remedy we may have, we may suspend the provision of the Hosting Services if any undisputed fees invoiced to you 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 for the purpose of this Clause 8.8 if you fail to notify us in writing of your reasons for disputing those fees and provide reasonable evidence in support within ten (10) days of the issuing date of the relevant invoice.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Nothing in this Agreement will transfer any Intellectual Property Rights between the parties. 

9.2 Cint or its licensors own all Intellectual Property Rights in the Platform (excluding the Customer Data) together with any adaptations, add-ons, modifications, updates, and enhancements to the Platform.

9.3 Intellectual Property Rights subsisting in any works created by us in the course of providing the Hosting Services will belong to us. Intellectual Property Rights subsisting in the Hosting Services and any aggregated/statistical data or machine learning models created, generated, derived and/or trained by or from the delivery of the Hosting Services or Panel Data will belong to us.

9.4 All Intellectual Property Rights subsisting in Customer Materials and Panel Data for Hosted Partner Panels are and shall remain your or your licensor’s property. Intellectual Property Rights subsisting in Customer Materials and Panel Data for Branded Partner Panels shall, excluding any trademarks registered by you, belong to us.

10. CONFIDENTIALITY

10.1 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 the performance of this Agreement or any related transactions between the parties;

(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;

(c) not reverse engineer, disassemble, decompile, or design around the disclosing party’s proprietary services, products, and/or Confidential Information;

(d) not export any Confidential Information without the disclosing party’s prior written consent; and

(e) not disclose the Confidential Information to any person or entity except to those of its personnel (including its agents and advisors) who have a need to know for the performance of this Agreement and are bound to written obligations of confidentiality no less restrictive than those set forth in this Agreement.

10.2 The obligations of confidentiality under this Section 10 shall continue for five (5) years after any expiration or termination of this Agreement.

10.3 Clause 10.1 does not apply to Confidential Information:

(a) in the public domain at the time of disclosure 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) rightfully in receiving party’s possession or becomes available to the receiving party on a non-confidential basis as shown by documentation;

(c) which at the time of disclosure is, or later becomes, available from a third party that is not bound by separate confidentiality obligations to the disclosing party; or

(d) independently developed by the receiving party without use of or reference to Confidential Information as shown by documentation.

10.4 Clause 10.1 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.

10.5 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.

10.6 The foregoing does not require the receiving party to destroy Confidential Information: (i) that it is required to maintain by law, court order, or other legal process (including litigation preservation holds); or (ii) the Confidential Information received 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. INDEMNITIES

11.1 If any action is brought against you by a third party alleging that your use of the Hosting Services in accordance with the terms of this Agreement infringes a valid Intellectual Property Right of that third party, we will as your sole and exclusive remedy 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 defence 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: (a) alleging that our use or possession of Customer Materials, Panel Data 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 defence 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 Hosting Services or using and possessing the Customer Data or other materials; or (ii) to replace or modify the Hosting Services or Customer Data 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 Hosting Services paid in advance that correspond to the period after the date of termination.

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 Hosting Services in combination with other software, technology or Hosting 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 Hosting Services outside any permitted territories; or (ii) any aspect of the Hosting Services provided by us to follow or meet your instructions; or (iii) your modification of any aspect of the Hosting Services or its results; or (iv) the hosting of any Customer Materials or Panel Data on the Platform.

12. LIABILITY

12.1 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 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. 

12.2 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.

12.3 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 or willful misconduct; 

(b) death or bodily injury caused by a party’s negligence;

(c) fraud or fraudulent misrepresentation; 

(d) Fees or any early termination or cancellation payments or damages in respect of any Fees that would or should have been paid during the Term; 

(e) the indemnification obligation set out in Clause ‎11.2; or

(f) anything that cannot be lawfully excluded.

12.4 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.

13. TERM AND TERMINATION

13.1 This Agreement shall commence on the Effective Date and continue in force until terminated by either party in accordance with this Agreement.

13.2 Either party may terminate this Agreement for convenience by providing ninety (90) days written notice.

13.3 We may terminate this Agreement with immediate effect by giving notice in writing if we have not received payment of an undisputed invoice within thirty (30) days after the due date.

13.4 Either party may terminate this Agreement immediately by giving written notice to the other party if the other party commits a material breach of any term of this Agreement and fails to remedy that breach (if capable of remedy) within thirty (30) days after receiving written notice from the non-breaching party specifying the breach and requiring its remedy.

13.5 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 reorganisation 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 reorganisation 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.

13.6 We reserve the right to suspend or terminate your access to the Platform, partially or fully, giving advance written notice where reasonable to do so, (i) to protect Customer Data or Confidential Information, (ii) if we reasonably suspect unlawful or unethical activity, material breaches of this Agreement (including for non-payment) (iii) to prevent a possible, threatened or actual security breach or cyber-attack on us or the Platform, or following such an event, (iv) to protect our network or the Platform, (v) if required by a governmental entity or law enforcement agency, (vi) if you or an Authorised User or a Panelist is causing technical or other problems to the Platform, (vii) if we consider that your panel is fraudulent, poor quality or otherwise suspicious (viii) if you breach any term of this Agreement or (ix) if we otherwise reasonably consider it necessary to protect our interests.

13.7 Upon termination of this Agreement, your right to use the Hosting Services immediately ceases, you must immediately delete all of our Confidential Information and both parties agree that all data related to the Hosting Services, including the return of data shall be conducted in accordance with the Off-Boarding Policy regardless of the cause for termination. 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 Platform (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.

14. INSURANCE

During the 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.

15. DISPUTE RESOLUTION

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. 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.

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 Supplier Form, 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. MISCELLANEOUS

17.1 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.

17.2 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.

17.3 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17.4 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.

17.5 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.

17.6 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 Hosting 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.

17.7 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.

17.8 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. 

17.9 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

DEFINITIONS

For purposes of this Agreement, the following words shall have the following meanings: 

“Active” means the Panelist completed the registration process (including verifying their email address), interacted with the Panelist portal at least once in the previous 12 months, is not currently banned and has not Deleted their account;

“Additional Services” means any supplementary Platform services offered by Cint beyond the Core Services, as per clause 4.2.2;

“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 Terms together with any Supplier Form;

“Applicable Laws” means any law, statute, regulation, byelaw or subordinate legislation in force from time to time to which a party is subject and/or in any jurisdiction that the Services are provided to or in respect of (including but not limited to any laws governing the processing of personal data);

“Authorised User” means those Customer appointed users who have access to the system to create and manage Panels; 

“Active Panelist” means any Panelist account existing on one of the Customer’s Panels that has Panelist account status Active; 

“Cint Exchange” means Cint’s proprietary technology, data and platform (including 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;

“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;

“Confidential Information” means information provided prior to or after the Effective Date (including the terms of this Agreement), 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, Platform 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;

“Core Services” means the fundamental Platform services provided by Cint as per clause 4.2.1;

“Customer” means the business entity accepting and entering into this Agreement with Cint and specified in a Supplier Form;

“Customer Data” means the data inputted into the Platform by the Customer, Panelists, Panelists or any other party on the Customer’s behalf (including all data uploaded to the Platform to form part of Panels and all Panel responses, which may include personal data);

“Customer Materials” means the brand, logos and text belonging to Customer; 

“Data Processing Agreement” means the agreement applicable to and governing any processing of Customer Data we do for you within the scope of providing the Hosting Services and which is available at https://www.cint.com/legal/panel-hosting-dpa-2024_1;

“Effective Date” means the last date of signature on the Supplier Form;

“Fees” means the Subscription Fees, Implementation Fees, Additional Services Fees and any other fees paid or payable by the Customer to Cint in connection with this Agreement;

“Hosted Partner Panel” means the partner owns and controls the panel, acts as the contractual counterparty to the Panelists and incurs all liability for Panelist incentives;

“Hosting Services” means the provision of: (i) the Platform and (ii) the Core Services and (if applicable) (iii) the Additional Services;

“Intellectual Property Rights” means any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trade marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, right of confidentiality, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites;

“Off-Boarding Policy” means the policy, as made available on the partner site, which establishes the procedure for the return or transfer of data upon the discontinuation of Hosting Services;

“Panel” means a panel created by or on behalf of the Customer and hosted on the Platform;

“Panelist” means any person who accesses a Panel or uses any other part of the Platform at the Customer’s invitation;

“Panel Data” means data relating to the Panel, including its performance, incentives incurred, Panelist demographic and identity information, historical billing data, Panelist profile data, survey participations data, and incentive ledger transactions data and any other underlying Panelist data;

“Panelist Terms” means the terms, as made available on the partner site, entered into between the Panel and Panelist;

“Partner Branded Panel” means Customer and Cint jointly control the panel, but Cint owns it, acts as the contractual counterparty to the Panelists and incurs all liability for Panelist incentives.

“Platform” means Cint’s cloud-based Panel Hosting platform that allows organisations to create and publish Panels to Panelists;

“Reconciliation Policy” means the from time-to-time applicable policy for reversals of Completes that do not meet certain quality standards available at https://www.cint.com/cint-unified-platform-reversal-policy;

“Subscription” means the package purchased by the Customer under this Agreement which entitles the Customer to a certain level of access to the Platform (depending on the applicable Subscription Tier).

“Subscription Tier” means the type of Subscription purchased by the Customer, as set out in the Supplier Form;

20. “Supplier Form” means an online or offline document executed by a legal entity with Cint that describes itself as a panel hosting supplier form;

“Term” means the indefinite continuation of this Agreement, unless terminated earlier in accordance with Section 13; 

“Terms” means these Panel Hosting Terms. 

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Version: 2024:01

Date: 1 December 2024