Cint Self Service Terms & Conditions
Cint Self Service Terms & Conditions (USA)
Unless the Client is using their own Panel, the final invoiced amount will reflect the quoted price in the System pricing rate card as per the final Project LOI and IR specifications, unless the actual LOI differs more than +/- 25% from the estimated LOI and/or the IR differs more than +/-25% from the quoted price in the System pricing rate card.
- Definitions and Interpretation
“Agreement” refers to these Terms and Conditions together with the project order confirmation in the System. “API” refers to Cint’s Application Programming Interface including Cint’s Buy-side ad Supply side APIs. “Client” refers to you, the Customer receiving the Services and the System pursuant to this Agreement. “Cint” refers to the Swedish entity Cint AB reg. no. 556559-8769. “Complete” refers to a completed Survey (and associated Survey responses) finished by a Survey respondent who has not been screened out and is retained at the end of the Survey. “Completion Date” refers to the date the final Complete is delivered by the System. “Conversion Rate” refers to the ratio calculated by the System as:
number of Completes / number of respondents who started the survey.
“Cost Per Interview” or “CPI” refers to the Cost Per Interview as determined by the System. “Disclosing Party” refers to the party disclosing confidential information. “Drop Out Rate” or “DOR“ refers to the ratio calculated by the System as:
number of timed out respondents / (number of Completes + number of screened respondents + number of timed out respondents)
“Fee” or “Fees” refers to the fees for the Services provided under this Agreement. “Incidence Rate” or “IR” refers to the ratio calculated by the System as:
number of Completes / (number of Completes + number of screened respondents).
“Launch Date” refers to the date the order is made by the Client in the System. “Length of Interview” or “LOI” refers to the median length of the interview calculated in minutes by the System. “Minimum Project Fee” refers to a minimum Fee that may be charged on a Project. “Non-Panel Member” refers to an individual that is not a member of Panel, but may be offered a Survey via the System. “Optimizer” refers to Cint’s proprietary survey routing platform. “Panel” refers to a collection of individuals who have agreed to be invited to and participate in research studies or Surveys. “Panel Member” Refers to a member of a Panel. “Personal Data” (sometimes referred to as Personally Identifiable Information or PII) refers to any information relating to an identified or identifiable natural person (i.e., a private individual as opposed to a corporate or other comparable entity). An identifiable person is someone who can be identified directly or indirectly, in particular by reference to an identification number or the person’s physical, physiological, mental, economic, cultural or social characteristics. “Project” refers to a project specified in the project order confirmation in the System. “Receiving Party” refers to the party receiving confidential information. “Respondent ID” refers to a unique Respondent ID assigned to each Panelist or Non-Panelist for each specific Project “Respondent Identifiable Information” refers to data collected for the provisioning of a database of Cint Panel Members and Non-Panel Members to act as a basis for recruitment of individuals to a Survey. Respondent Identifiable Information can and will likely contain Personal Data. “Respondent Identifiable Information Project” refers to the provisioning of a database of Respondent Identifiable Information. “Sample” refers to the collection of potential Survey participants from a Panel, the demographic parameters of which are specified in the project confirmation in the System. “Sensitive Personal Data” refers to Personal Data consisting of information as to: (a) the racial or ethnic origin of a data subject; (b) his/her political opinions; (c ) his/her religious beliefs or other beliefs of a similar nature; (d) whether he/she is a member of a trade or labor union; (e) his/her physical or mental health or condition; (f) his/her sexual life; (g) the commission or alleged commission by him/her of any crime of offense; or (h) any proceedings for any crime or offense committed or alleged to have been committed by him/her; or the disposal of such proceedings or the sentence of any court in such proceedings. “Service” refers to a product or service ordered by a Client under this Agreement and made available by Cint. “Survey” refers to a survey and any related Survey invitations that are developed by or on behalf of Client, to be sent to the Sample. “Survey Content” refers to any content of a Survey, including Survey language, topics, questions, video, images etc. ”Survey Hosting Firm” refers to an entity, normally the Client, that programs and/or hosts a Survey. ”Survey Hosting Tool” refer to the software used to program and host a Survey. “Survey Invitation” refers to a survey invitation that is developed by or on behalf of Client, to be sent to the Sample. “Survey Link” refers to a link to a Survey. “Survey Quotas” refers to the quotas for a Survey. “Survey Routing” or “Survey Router” refers to a technology-based mechanism for allocating online surveys, using software and an algorithm to assign online surveys to a stream of potential online respondents. ”System” refers to system Cint uses to provide Services. “Techniques” refer to 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 the Client), methods of process or questioning, systems of analysis, tabulating cards, computer tapes, disks 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.
- Interpretation. Section headings used in this Agreement are for convenience only and have no legal effect. As used herein, the term “including” means “including without limitation”.
- Service and Services
- Services. Cint will provide the Services pursuant to the terms of this Agreement.
- Term and Termination
- Term. This Agreement will commence as of the Launch Date and terminate as of the Completion Date (the “Term”) listed herein unless terminated in advance in accordance with this Agreement.
- Termination. Either party shall be entitled to terminate this Agreement with written notice to the other party, effective immediately, if the other party commits any material breach of this Agreement and, in case of a breach capable of remedy, fails to remedy it within seven (7) days after receipt of a written notice giving full detail of the breach and requiring it to be remedied.
- Cint Quality
- Industry codes. The Services made available to the Client pursuant to this Agreement will be in accordance with all generally accepted professional industry standards and practices applicable to Cint’s and Client’s respective industries, including the Code of Standards and Ethics for Survey Research of the Council of American Survey Research Organizations (“CASRO”) and the ICC/ESOMAR Code on Market and Social Research of ESOMAR (“ESOMAR”).
- ISO Certification. Cint is ISO 20252 certified. The Services made available to the Client pursuant to this Agreement will be rendered in accordance with ISO 20252.
- Execution of Surveys
- Sampling and Survey Routing. Unless otherwise agreed in writing between Cint and the Client, Cint reserves the right to select the Panel Members which will receive a Survey invitation and which Non-Panel Members that will be offered the opportunity to take part in a Survey.
- Survey Content. The Client is solely responsible for all Survey Content. Client agrees that all Survey Content will comply with all applicable international, national and local laws and regulations, including but not limited to laws and regulations regarding the interviewing of children. The client will be held solely liable for any violation. Cint reserves the right to remove any Survey Content that violates the terms of this Agreement.
- Survey Testing. Unless otherwise agreed in writing between Cint and the Client or, when a Client is using their own Panel, prior to initiating a Survey, the Client will make the Survey available to Cint for testing and approval. Cint reserves the right to, at its sole discretion, deny the implementation of a Survey for any reason. The Client may not, without Cint’s prior written approval, change, modify or alter in any way a Survey after it has been approved by Cint.Notwithstanding the foregoing, the Client is solely responsible for ensuring that every Survey contains the proper language translations, does not contain any inappropriate or offensive language and is complete, accurate and tested. Client is also responsible for informing Cint if there are any questions included in the Survey that collect Personal Data or Sensitive Personal Data.
- Survey Links. The Client is responsible for ensuring that correct Survey Links are embedded in a Survey, and that only Panel Members or Non-Panel Members, eligible to complete the Survey, are directed to the Survey. Incentives will be paid to Panel Members and Non-Panel Members who return to Cint’s Complete Survey Link.
- Survey Quotas. All Survey Quotas should be set-up within the Survey Hosting Tool and/or the System. Any Survey Quota overages are the responsibility of the Survey Hosting Firm. Cint is not responsible for any costs incurred as a result of over-sampling unless agreed at the commissioning of the Project. If there is any overage on the Project and the Survey Hosting Firm has not set up the Survey Quotas correctly in either the Survey Tool or the System (if applicable), then as a minimum all fixed costs (incentives, panel owner revenue share, etc.) will be the responsibility of the Client.
- Project Pause and Stop for IR, LOI and Other Reasons. Cint reserves the right to pause Sample deployment for, but not limited to, the following reasons:- the IR changes 25% from the IR originally estimated;- the LOI changes 25% from the LOI originally estimated;- the DOR exceeds 25%;- the Survey Quota-full level exceeds 25%; or- the Conversion Rate falls below 5%.Cint reserves the right to stop Sample deployment for, but not limited to, the following reasons:
– Cint’s country LOI or IR rules are broken;
– the DOR exceeds 40%;
– the Survey Quota-full level exceeds 35%; or
– Conversion Rate falls below 4%.
Cint reserves the right to charge the Client for any delivered Completes at the standard rate for Projects that are stopped pursuant to this Section or other reasonable grounds.
- Project Pause for DOR Reasons. Cint reserves the right to pause a Project to troubleshoot issues related the DOR if the DOR on any given Project exceeds 25%. If the DOR on any given Project reaches 40%, Cint reserves the right to cancel the Project entirely. An additional Fee of 1 EUR/GBP/USD per Panel Member of Non-Panel Member may be charged on a case-by-case basis if the DOR exceeds 25%.
- Survey Screeners. The following rules apply for Survey screeners:- the screener section of a Survey should not exceed 3 minutes or 10 questions; and- the Survey Quota questions should be presented in the screener within 3 minutes or 10 questions.For any particular Survey, Panel Members and Non-Panel Members that screen out or do not qualify for a Survey because a Survey Quota has been exceeded will not be paid an incentive for the Survey by Cint.
- Survey Quota-Full Levels. If Survey Quota-full levels reach more than 20% of the total number of Completes, then Cint reserves the right to charge a Fee of 1 EUR/GBP/USD per Panel Member or Non-Panel Member. However, any charges will be discretionary and discussed with Clients before being finalized.
- Duplicates from Non-Cint Sample Sources. If the duplicate level of Completes after post fieldwork data checks by the Client are reported to exceed 3% of the total number of Completes, and the duplicates are a result of the Client using other sample providers or their own Panel, Cint reserves the right to charge a Fee of 1 EUR/GBP/USD per duplicate Complete in excess of 3% of the total number of Completes.
- Timing for Delivery of Respondent IDs for Projects not Using API Integration. In order for Cint to promptly pay Panel Members their incentives, Projects must be closed in a timely manner. Accordingly, unless otherwise agreed in writing between Cint and the Client, the Client shall provide the final Respondent IDs to Cint no later than five (5) business days after a Project has been closed. Cint reserves the right to close a Project, issue the invoice and charge an additional fixed fee of 500 EUR/GBP/USD due to a late delivery of Respondent IDs..
- Timing for Closing of Projects in the System for Projects Using API Integration. In order for Cint to promptly pay Panel Members their incentives, Projects must be closed in a timely manner. Accordingly, unless otherwise agreed in writing between Cint and the Client, the Client shall close a Project in the System no later than five (5) business days after the last Complete has been delivered by the System. Cint reserves the right to close the Project, issue the invoice and charge an additional fixed fee of 500 EUR/GBP/USD due to a late closure of a Project.
- Panel Member or Non-Panel Member solicitation. The Client may not solicit or recruit Panel Members or Non-Panel Members, to become members of a Client’s Panel, mailing list, or any other Panels or send any commercial advertising to the Panel Members or Non-Panel Members, available through the System, unless otherwise agreed in writing between Cint and the Client.
- Panel Member or Non-Panel Member desktop or Mobile App Downloads. Unless a Client is already distributing a downloadable desktop or mobile app to its own Panel, the Client must obtain prior written approval from Cint before inviting Cint’s Panel Members or Non-Panel Members to download the desktop or mobile app. If Panel Members or Non-Panel Members Complete a Survey or other research activity with a desktop or mobile app, the Client shall provide the Survey or other research activity completion information to Cint.
- Standard fieldwork period. Standard fieldwork period is seven (7) days unless otherwise specified by the Client in the System.
- Fees and Payments
- Fees Payable to Cint. When a Client executes a Project with the System, Cint is entitled to be paid the Fee that is computed by the System. The Fee will be available to the Client, throughout the lifetime of a Project, via the System’s pricing rate card which presents the projected CPI based on the final project specifications. Fees applicable to Clients using their own Panel with the System shall are also computed by the System and shall be agreed upon under a separate agreement.
- Sample pricing. Pricing for a Sample is calculated on a cost per interview (“CPI”) basis and includes the cost for the Panel Member incentive, unless otherwise agreed to and confirmed in advance by Cint and Client in writing. . Pricing will be presented by the System as a CPI for each target group and total Project Cost for each order.
- Delivered Completes Exceeding Requested Completes. As stated in Section 5.5, Survey Quota control is the responsibility of the Survey Hosting Firm (normally the Client). Accordingly, if the number of delivered Completes exceeds the number of requested Completes, the Client must pay for the actual number of delivered Completes unless otherwise agreed with the Client during the Project fieldwork period.
- Requested Completes not reached. In case the number of requested Completes for a Survey is not reached, the Client must pay the CPI for the delivered Completes.
- Project Cancellation in Field. If the Client cancels a Project once in field, Sample deployment will stop, but Cint reserves the right to charge the Client for all delivered Completes as well as a cancellation Fee of 500 EUR/GBP/USD. The final invoiced amount will reflect the quoted price in the System, unless the actual LOI differs more than +/-10% from the estimated LOI and/or the IR differs more than +/-10% from the estimated IR at the time of quoting. If the Client stops fieldwork and closes a Project before the requested Completes are delivered, then Cint reserves the right to change and charge the CPI based on that lower volume.
- Minimum Project Fee. Cint reserves the right to charge a Minimum Project Fee on any Project. Any Minimum Project Fee for a Project will be communicated by Cint to the Client outside of the System.
- Project Management Fee. If Client requests that Cint assigns a Project Manager to run a Project and manage fieldwork on their behalf, Cint reserves the right to charge a Project Management Fee. Any Project Management Fee will be communicated by Cint in advance.
- Final invoiced amount: Unless the Client is using their own Panel, the final invoiced amount will reflect the quoted price in the System pricing rate card as per the final Project LOI and IR specifications, unless the actual LOI differs more than +/- 25% from the estimated LOI and/or the IR differs more than +/-25% from the quoted price in the System pricing rate card.
- System of Record. The Client acknowledges and agrees that information related to Fees is presented in the System and will govern any disputes related to any Fee. The Client is responsible for being aware of any changes of the Fees presented in the System, including changes as a result of an alteration of the Project scope.
- Invoicing: The Fees payable to Cint by the Client will be invoiced upon completion of a Project.
- Partial invoicing. Cint reserves the right to issue partial invoices for Projects based upon delivery within a given month.
- Payment Terms: Client agrees to pay the Fees as detailed in the Agreement and pay all invoices issued by Cint under this Agreement. All Fees are exclusive of VAT. Payments shall be paid by the Client no later than thirty (30) days from receipt of a correct invoice. Cint reserves the right to charge interest on overdue payment pursuant to applicable law. Cint will have the option of suspending all Services to be provided hereunder if any amount due hereunder is not paid when due. In addition to the Fees listed in this Agreement, Client will reimburse Cint for all pass-through expenses pre-approved in writing by Client actually incurred by Cint in the performance of any Services hereunder, provided Cint submits to Client original receipts evidencing such incurred expenses.
- Currency. All pricing and invoicing will be in local currency or the currency agreed and confirmed in advance by Cint and Client in writing.
- System Availability and System Changes
- System Availability. Client acknowledges that the Services provided by Cint require the use of a complex System, which operates using the Internet, and includes factors outside the control of Cint. Accordingly, Client acknowledges that Cint is providing the Services on a best commercial effort basis. The Client will not hold Cint responsible for Survey downtime or any other inability to provide Services hereunder caused by or arising out of factors or causes outside of Cint’s control. Cint expressly disclaims any and all warranties, expressed and implied, including any warranties of title, merchantability, and fitness for a particular purpose.
- System Changes. Cint may change certain aspects of Cint’s System during the life of a Project. Such changes may include but are not limited to reward frequency, reward amount, payment method, Survey invitation wording, recruitment sources and methodologies and retention practices. Client will be informed of any significant changes to panel management or recruitment through the System.
- Subcontracting. Cint may, upon notice to Client, subcontract one or more portions of the execution of any Service to affiliated companies or third parties. Cint will use its best commercial efforts to ensure that the quality of work, Services and goods supplied by any subcontractor are substantially equal to quality Cint would normally provide, and will otherwise conform to the provisions of this Agreement. Cint will be responsible for all work undertaken by a subcontractor.
- Personal Data/Data Protection
- Respondent Identifiable Information Project. If approved in advance by Cint in writing, the Client may collect limited Respondent Identifiable Information for Survey recruitment. The following shall apply for a Respondent Identifiable Information Project:
- The Client shall specify the Respondent Identifiable Information in writing.
- The client shall limit the collection of Respondent Identifiable Information to the data necessary for the Survey recruitment.
- The client will not use or disclose the Respondent Identifiable Information for any other purpose, including without limitation marketing, selling or influencing the opinions or decisions of any respondent. The Client will take all commercially reasonable steps to ensure that Panelists and Non-Panelists are not harmed or otherwise adversely affected as a result of the Client’s collection, maintenance and/or use of the Respondent Identifiable Information.
- The client will only utilize the Respondent Identifiable Information hereunder in connection with the Surveys. Upon completion of the Survey, the Client will destroy all copies of the Respondent Identifiable Information collected in a manner that is reasonably calculated to prevent unauthorized access to the Respondent Identifiable Information collected and will certify, in writing, to Cint that such destruction has been completed.
- The Client will not disclose the Respondent Identifiable Information collected to any third party, without the prior written consent of Cint, and will only disclose the Respondent Identifiable Information collected to those of its employees who have a need to know in connection with the Survey.
- The Client will use commercially reasonable efforts to keep the Respondent Identifiable Information as secure as its other confidential and/or protected customer information. In the event that the Client suffers any incident through which any Respondent Identifiable Information is accessed or disclosed, without proper authorization, the Client will promptly notify Cint about such incident, and will, at its sole cost and expense, take all steps legally required to notify the Panelists and Non-Panelists whose Respondent Identifiable Information was accessed or disclosed, without proper authorization. In addition, the Client will take all reasonable steps to assist Cint and/or any law enforcement or governmental agency having jurisdiction in any investigation of such an incident.
- The client acknowledges and agrees that the Respondent Identifiable Information may include, but will not be limited to, private and highly sensitive information concerning Panelists and Non-Panelists. The client agrees to abide by any and all applicable industry codes and international, national and local laws and regulations.
- The provisions of this section become effective on the Project Launch Date and remain in effect until the Respondent Identifiable Information has been destroyed.
- Protection of Personal Data Related to or Resulting from a Survey. The Client agrees that it will protect the security, integrity and confidentiality of all Personal Data that may be related to or resulting from a Survey. The Client covenants and warrants that it will not use such Personal Data for any other purposes than for Survey purposes pursuant to this Agreement, as instructed by Cint in writing or as required by applicable laws, regulations or industry codes.
- Other Uses of Personal Data. All other uses of Personal Data will be addressed under a separate agreement between the Client and Cint.
- Respondent Identifiable Information Project. If approved in advance by Cint in writing, the Client may collect limited Respondent Identifiable Information for Survey recruitment. The following shall apply for a Respondent Identifiable Information Project:
- Compliance with Laws and Regulations
- Cint Compliance with Laws and Regulations. Cint shall comply with all applicable international, national and local laws and regulations.
- Client Compliance with Laws and Regulations. Client shall comply with to all applicable international, national and local laws and regulations.
- Confidential Information
- Confidential information. All information provided by a party to the other party in relation to this Agreement shall only be used for the purposes set forth herein. Each party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential and shall not disclose such information to any person other than its employees, agents or subcontractors where such disclosure is required for the performance of the party’s obligations under this Agreement or required to be disclosed by legal requirements. The obligations of confidentiality under this clause shall survive any termination of this Agreement with five (5) years. Confidential information does not include information that (i) becomes generally available in the public domain, except as a result of a breach or violation of this Agreement by the Disclosing Party; (ii) is in the possession of the Receiving Party prior to disclosure by the Disclosing Party, provided that the Receiving Party did not receive the information from a third party bound by any confidentiality obligation to the Disclosing Party; and/or (iii) is developed or created by the Receiving Party independently from the confidential information disclosed by the Disclosing Party.
- Use and Disclosure of Confidential Information. The Receiving Party agrees that the confidential information will be used exclusively in connection with performance under or compliance with this Agreement and that it will not disclose confidential information to any third parties without the prior written consent of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose confidential information to its employees and/or agents on a “need-to-know” basis in connection with performance under, or compliance with, this Agreement; provided that the Receiving Party informs such employees and/or agents of the confidentiality obligations contained herein. The Receiving Party will be liable for any breach or violation of this Agreement by its employees and agents.
- Statutory Requirements. A party may disclose confidential information pursuant to statutory or governmental regulations or requirements and/or subpoenas or other legal claims, however, the Receiving Party shall in such case provide the Disclosing Party with prior written notice, as permitted by applicable law; and cooperate with the Disclosing Party in any attempt to seek a protective order or otherwise to limit or restrict disclosure of the confidential information and/or to seek confidential treatment of the confidential information. In the event that the Disclosing Party is unable to obtain a protective order or otherwise to limit or restrict disclosure of the confidential information, the Receiving Party is permitted to disclose the Disclosing Party’s confidential information, but only to the extent required by law.
- Termination Requirements. Upon termination or expiration of this Agreement, and upon request from the Disclosing Party, the Receiving Party will return or delete and destroy all confidential information, including but not limited to all copies, in whatever form, format or media, and will certify in writing to the Disclosing Party that the confidential information has been returned or deleted and destroyed, as the case may be, and that no copies has been retained.
- Rights of Receiving Party to Disclosing Party’s Confidential Information .The parties acknowledge and agree that the Receiving Party is not granted and will not receive any right, title, and interest in and/or to any of the Disclosing Party’s confidential information and no such right; title or interest will be inferred or implied.
- Breach. The parties acknowledge and agree that in the event of a breach of this Section, the non-breaching party will suffer irreparable injury and damage, without an adequate remedy at law. Accordingly, the parties agree that in the event of a breach of this Section, the non-breaching party will be entitled, in addition to any and all other rights and remedies at law and/or in equity, to specific performance and injunctive relief (both temporary and permanent) without the posting of a bond and without objection from the party in breach of this Section.
- Survey Information. For Surveys, unless the property of or provided by Cint, the questionnaire, related content and data or any portions thereof (other than as it relates to individual participants), will be the property of Client.
- Survey Data. For Surveys, unless the property of or provided by Cint, the Survey data collected will be the property of Client.
- Techniques. Notwithstanding anything to the contrary contained herein, the Techniques used by Cint in connection with this Agreement, will not be considered work product or works made for hire, and will at all times remain the exclusive property of Cint; provided, however, that any such Techniques are not created solely and exclusively from Cint’s use of the Client’s confidential information. Cint hereby grants to the Client a non-exclusive right and license to use, and, in connection with such use, to copy and distribute within the Client´s organization, any Techniques as included in a Project deliverable produced for the Client by Cint under this Agreement as described in the applicable proposal: the Client may not reverse engineer, the Techniques in any manner or reuse the Techniques in any manner outside of such Project deliverable. The Client will be solely responsible for acquiring, and complying with the terms of, any license to third party software required for Client’s use of the Techniques.
- Indemnification and Liability
- Indemnification by the Client. The Client agrees to indemnify Cint and its officers, agents, employees and subcontractors against all claims against them for damages caused by (i) the manufacture, distribution, sale or use of any products or services supplied by the Client or its agents for the purpose of any Project contemplated by this Agreement and from all costs and expenses (including reasonable attorney’s fees) and lawsuits which may be brought against Cint, its officers, agents, employees, and subcontractors on account of such damages; (ii) negligence or willful acts or omissions on the part of the Client, its officers, agents, employees and subcontractors; and (iii) the breach by the Client of any of its covenants or obligations under this Agreement, except to the extent any such claim arises from or is caused by Cint’s negligence or willful acts or omissions.
- Indemnification by Cint. Cint agrees to indemnify the Client and its, officers, employees and agents against all third-party claims against any or all of the Client and the Client’s directors, officers, employees and agents for any claim or claims to the extent caused by: (i) the negligent acts or omissions or willful misconduct of Cint and/or Cint’s employees and/or agents; and/or (ii) the breach by Cint and/or Cint’s employees and/or agents of the terms, obligations, covenants, representations, warranties and/or agreements contained herein; provided, however that the foregoing will not apply to the extent any Claim or Claims are caused by the (i) negligent acts or omissions or willful misconduct of the Client and the Client’s directors, officers, employees and agents; and/or (ii) the breach by the Client and the Client’s directors, officers, employees and agents of the terms, obligations, covenants, representations, warranties, and/or agreements contained herein.
- Indemnification by Client for International, National and Local Law and Regulation. The Client agrees to hold Cint harmless and will be solely liable for any data collection practices that do not comply with international, national and local law and regulation, including, but not limited to HIPAA, COPAA, US-EU Safe Harbor and the EU Data Directive.
- Subpoena or Legal Proceedings. In the event that Cint or any of its employees, agents or subcontractors is served with or becomes subject to any subpoena, order or other legal process in a legal proceeding to which Cint is not a party seeking disclosure of any materials or information related to the goods, Services, information or deliverables that Cint renders or delivers to Client hereunder, then Client will bear and/or reimburse Cint for all costs and expenses, including but not limited to, reasonable attorney’s fees and costs, related to Cint’s response, compliance with or resistance thereto, except to the extent directly caused by the gross negligence, willful misconduct or breach of this Agreement by Cint.
- Limitation of LiabilityLimitation of Liability. In no event will Cint be liable to the Client for any consequential, incidental, indirect or special damages, including loss of data or loss of profits. The foregoing limitation of liability will apply notwithstanding any failure of essential purpose of any limited remedy stated herein. In no event will Cint’s aggregate liability to the Client arising out of, or related to, this Agreement or the Services provided thereunder, however caused and arising under any theory of liability, whether based in contract or tort (including negligence), or otherwise, exceed the amounts paid to Cint by Client under this Agreement.
- The Entire Agreement. This Agreement constitutes the full and complete understanding of the parties hereto with respect to the subject matter described in the project confirmation in the System and supersedes all prior and contemporaneous written or oral agreements concerning the same. In the event of any conflict or inconsistency between this Agreement and any proposal, exhibit, attachment or acceptance relating to any Project or proposal, this Agreement will take precedence. Amendments to the Agreement. No amendments, changes, revisions or discharges of this Agreement, in whole or in part, shall have any effect unless set forth in writing and signed by authorized representatives of the Parties hereto.
- Interpretation of the Agreement. The invalidity or unenforceability of any particular provision of this Agreement will not affect the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision were omitted.
- Independent contractor. Cint is and will remain an independent contractor. Nothing in this Agreement will be construed to place the parties in the relationship of employer-employee, joint ventures, or principal and agent. Neither party will have the power to bind or obligate the other party nor will either party hold itself out as having such authority. The Agreement will be binding upon the parties, their successors, permitted assigns and transferees.
- Force Majeure. Except as otherwise provided in this Agreement, each party will be excused for failures and delays in performance caused by war, civil war, riots or insurrections, laws, proclamations, ordinances or regulations of any federal, state or local government; or strikes, floods, fires, explosions or other circumstance beyond the reasonable control and without the fault of such party. Any party claiming any such excuse for delay or nonperformance will give property notice thereof to the other party.
- Waiver. The failure of either party to take action as a result of a breach of this Agreement or any other failure to perform by the other party will constitute neither a waiver of the particular breach involved nor a waiver of either party’s right to enforce any or all provisions of this Agreement through any remedy granted by law or this Agreement.
- Use of Identifying Marks. Neither party will (a) use the name, trademark, logo or other identifying marks, or proprietary indicia of the other party, in any sales, marketing, promotional or publicity activities or materials; or (b) issue any press release, interview(s) or other public statement(s) regarding this Agreement and/or the parties’ business relationship; without the prior written consent of the other party.
- Governing Law and Jurisdiction
- This agreement shall be governed by and construed in accordance with laws of the United States of America and state of New Jersey.
- The Partner hereby submits to the non-exclusive jurisdiction of the courts of New Jersey, USA, for the purpose of any action or proceeding arising out of or in connection with the Agreement. The court of first instance shall, regardless of which Party who initiates the proceedings and regardless of the nature of the claims involved, be the State Court of New Jersey.
- Notwithstanding any of the foregoing, nothing in the Agreement shall affect the right of Cint to serve legal process in any other manner permitted by law or limit the right of Cint to bring any action or proceeding against the Partner or its property in the courts of other jurisdictions.