Cint USA - Lucid Audience Terms of Service

THESE TERMS OF SERVICE (“Agreement” or “Terms”) GOVERN LUCID HOLDINGS, INC.’S (NOW KNOWN AS CINT USA, INC.) PERFORMANCE OF SERVICES, UNLESS YOU AND CINT ARE PARTIES TO A SEPARATE WRITTEN AGREEMENT FOR PERFORMANCE OF SERVICES. YOU MAY NOT ENTER INTO THIS AGREEMENT UNLESS YOU ACCEPT THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION, AND YOU ARE AUTHORIZED TO ACT ON BEHALF OF YOUR ORGANIZATION. YOU ACCEPT THIS AGREEMENT WITH CINT AS DESCRIBED IN SECTION 1 BELOW, AND THE DATE OF SUCH ACCEPTANCE SHALL BE THE “EFFECTIVE DATE” OF THIS AGREEMENT. This Agreement is between the customer named in the Statement of Work (“You” or “Your” or “Customer”) and Cint (each, a “Party,” collectively, the “Parties”) and constitutes the entire understanding related to the subject matter. LUCID WILL NOT BE BOUND BY ADDITIONAL OR ALTERNATIVE TERMS OR CONDITIONS ADDED OR DELETED BY CUSTOMER, PRINTED OR OTHERWISE, ON ANY PURCHASE ORDER, ORDER FORM, STATEMENT OF WORK, INSTRUCTIONS OR SIMILAR DOCUMENT.

“Cint” means (i) Cint USA, Inc. (f/k/a Lucid Holdings, Inc.), a Delaware corporation with its principal place of business at 1235 St Thomas St. Suite 201, New Orleans, LA 70130 U.S.A. with respect to Services inside and outside of the United States and all other countries, exclusive of offerings in the following subsections (ii), (iii), or (iv); or (ii) with respect to all Services that are shipped to, deployed or rendered within the European Union or South America, Lucid Holdings UK LTD, a company incorporated under the laws of the United Kingdom and Wales with Company Number 09784118; or (iii) with respect to all Services that are shipped to, deployed or rendered within India or the Middle East, Lucid Holdings India Pvt Ltd, a company incorporated under the laws of India; or (iv) with respect to all Services that are shipped to, deployed or rendered within Australia, Asia, or Pacific countries, Lucid Australia Pty Ltd, a company incorporated under the laws of Australia.

1. Study. A description of and details related to the online advertising research services to be provided by Cint for your campaign ( “Services”) are set forth in a Statement of Work ( “SOW”). The Services will be performed by Cint in accordance with these Terms and the SOW. Changes to the Statement of Work must be made in writing by both Parties. A SOW is deemed to have been accepted and is binding on both Parties on the earlier of when Customer: (a) executes and returns a SOW to Cint, (b) acknowledges acceptance of a SOW by e‑mail or any other commercially reasonable electronic means, by a person duly authorized by Customer to execute a SOW, © work has been started by Cint at the direction of Customer, or (d) Customer has directed Cint to place orders with its subcontractors in order to satisfy a SOW.

2. Data. Each Party reserves that right to use its copy of the Audience Data (as defined below) for commercial purposes, subject to the data limitations described herein.

All intellectual property rights in the Respondent Screening Data and Marketplace Platform belong exclusively to Cint USA, Inc. and its licensors.

Cint agrees not to use or gather any personal information of an end user on Customer properties without Customer’s express written approval. Cint will not use the Audience Data to tag end users involved in the Services and later target/retarget them in advertising campaigns, as a result of those identifying tags. For the avoidance of doubt, Cint will not use the Audience Data to target end users on Customer’s properties. Each Party will have a privacy policy in place governing its use of end users and other individuals’ personal information that meets or exceeds any applicable laws and regulations governing the use of such information. Both Parties will ensure that any collection, use, storage, disclosure and sharing of personal information from end users or other individuals complies with all applicable laws, regulations and privacy policies.

“Audience Data” means data, metadata or other information derived from the matching of Respondent Screening Data to data collected as a result of tracking any online effort, campaign, website, or project defined on the SOW.

“Respondent Screening Data” means all data supplied, indexed, or otherwise transmitted by suppliers or provided by its respondents on or through the Marketplace Platform for the purpose of qualifying each respondent to complete a survey, which information is then stored by Cint in the Marketplace, a public cloud as no-name data. Respondent Screening Data does not include any information obtained from Customer properties or Audience Data.

“Marketplace Platform” means the public cloud platform and application of Cint that is used to facilitate completed transactions for online sample.

2.1 Confidential Information. During the term of this Agreement, the Parties may disclose certain Confidential Information to each other solely to permit the Parties to perform its obligations under this Agreement. Each Party shall refrain from using or exploiting any and all Confidential Information of the other Party for any purposes or activities other than those specifically authorized in this Agreement, and each Party shall not disclose any Confidential Information of the other Party to any person, firm or corporation, except to its employees, agents, or contractors with a need to know in connection with the Services and have who executed a nondisclosure agreement at least as protective of confidential information as the terms of this Agreement. Both Parties shall implement effective security procedures in order to avoid disclosure or misappropriation of the other Party’s Confidential Information. “Confidential Information” means information disclosed by a party (“Discloser”) to the other party (“Recipient”) in connection with the use or provision of the Services that is either marked as confidential or would reasonably be considered as confidential under the circumstances. Cint’s Confidential Information includes the terms of this Agreement and any security information about the Services or the Marketplace Platform.

2.2 Exceptions. The provisions of this section shall not apply, or cease to apply, to data and information disclosed by a Party to the other Party that (a) was already rightfully known by the Party prior to disclosure, (b) is or becomes public through no fault of the Party, © was rightfully given to the Party by an unaffiliated third party without restriction on disclosure, (d) was independently developed by the Party without reference to the Confidential Information, or, (e) is required to be disclosed pursuant to any statutory or regulatory provision, relevant governing body or government, or court order, provided, however, that a Party shall give prior written notice to the other Party of such legal disclosure requirement so that the Party can take appropriate action to protect the confidentiality, and prevent the unauthorized use or appropriation of such Confidential Information.

2.3 Customer acknowledges and agrees that regarding the control and processing of personal data, if any, Customer is the controller and Cint is the processor. Customer shall control and use personal data in accordance with the requirements of the data protection laws and regulations. Customer’s instructions for the processing of personal data shall comply with data protection laws and regulations. Customer shall have sole responsibility for the accuracy, quality, appropriateness and legality of any personal data and how the Customer acquires such personal data for use in connection with the Services.

2.4 The Parties shall only use and process personal data under this Agreement in accordance with the data processing terms and conditions set forth in a Statement of Work. Customer hereby authorizes and agrees to Cint’s use of sub-processors to fulfill its obligations under this Agreement. Cint publishes a list of its sub-processors of personal data at https://luc.id/sub-processors/, which may be amended from time to time by Cint. By following the instructions at this site, Customer may subscribe to receive notification of changes to the sub-processors used by Cint.

2.5 Cint shall implement and maintain technical and organizational security measures appropriate under applicable Laws to protect the from: (1) accidental, unauthorized or unlawful destruction, loss, alteration, disclosure or access; and (2) unauthorized or unlawful processing (each, a “Security Incident”). The technical and organizational measures implemented by Cint must ensure a level of security commensurate with the risks presented by the collection, processing, and nature of such Services. Such measures should also meet the requirements set forth in the Agreement and meet or exceed industry standards. Cint shall also ensure that all employees receive appropriate training on applicable Laws, information security, and data protection, and if requested by Customer or Client shall promptly confirm in writing that such training has taken place.

3. Payments. Payment is due to Cint upon your signature of this Agreement. Cint reserves the right to suspend or terminate these Terms and your access to the services if your account becomes delinquent.

4. Termination. In addition to any other right or remedy provided by applicable law or these Terms, either Party has the right to terminate the SOW with fourteen (14) days advance written notice.

For projects initiated and cancelled under the SOW, Customer is responsible for these additional fees as follows:

If cancelled after a campaign ID and pixel URL have been generated — $1,000 plus the cost of any completed interview as defined in a SOW.
If cancelled after the pixel URL has been implemented with publishers or ad servers — $2,450 plus a cost per thousand impressions recorded as defined in a SOW plus the cost of any completed interview as defined in a SOW.

5. Data Access. Customer shall have dashboard access to its Audience Data shortly after the launch of the campaign, with raw files for Audience Data delivered as agreed in the SOW. Audience Data shall remain accessible for 45 days after the end date of a campaign, after which the Audience Data will be irrevocably removed and no longer available to the Customer.

6. Indemnity. Each Party shall defend, indemnify and hold the other Party, its licensors, and parent company, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all third party allegations, claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with the indemnifying Party’s violations of a third party’s proprietary rights, failure to comply with any laws, breach of this Agreement, or any obligation under a Statement of Work.

6.4 Limitations on Liability. The limitation of liability set forth in this Agreement shall not apply to (a) liability from a Party’s gross negligence or willful misconduct that result in death, disability, or the destruction of tangible personal property, and not proximately caused by the other Party, (b) obligations to indemnify hereunder, © violation of intellectual property rights, or (d) a breach of confidentiality obligations.

7. LIMITATION OF LIABILITY. LUCID SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE SERVICES OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, DATA BREACH, BUSINESS INTERRUPTION, OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTE, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. IN ANY EVENT, LUCID’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE FEES PAID BY YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PROCEEDING THE DATE YOU NOTIFY LUCID IN WRITING OF THE CLAIM FOR DAMAGES.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS” “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMITTED BY LAW, LUCID DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND SYSTEM INTEGRATION OR COMPATIBILITY. WITHOUT LIMITING THE FOREGOING, LUCID DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE, UNINTERRUPTED, OR ERROR-FREE. LUCID’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LUCID IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS BEYOND ITS CONTROL.

8. Notice. All notices, demands or other communications to be given or delivered under or by reason of the provisions of these Terms shall be in writing and shall be deemed to have been given to a Party when delivered personally to such Party or sent to such Party by reputable express courier service (charges prepaid), or mailed to such Party by certified or registered mail, return receipt requested and postage prepaid, to such Party’s address stated in the caption of these Terms or any other address that such Party has identified as the address for notices by written notice hereunder to the other Party at least thirty (30) days prior to such other Party’s notice. Except as otherwise specified in these Terms, notices to Cint should be sent to 1235 St Thomas St. Suite 201, New Orleans, LA 70130 U.S.A.

9. Dispute Resolution.Any questions, claims, disputes or litigation arising from or related to the making, performance or alleged breach of these Terms, or to any available remedies (a “dispute”), shall be governed by the laws of New York, without regard to conflicts of law principles, and shall be resolved as follows: (i) upon written notice of dispute ( “notice”), by negotiation between business representatives of the parties who have authority to fully resolve the dispute; (ii) if within thirty (30) days of the notice the dispute has not been fully resolved, the Party that delivered the notice may terminate these Terms, and as a last resort only, either Party may commence litigation; provided thatany lawsuit must be filed and maintained in the state or federal courts of Delaware. Nothing herein shall preclude either Party from taking whatever actions it deems necessary to prevent immediate, irreparable harm to its interests. In addition to any other right or remedy provided by applicable law or these Terms, either Party has the right to terminate these Terms with fourteen (14) days advance written notice; provided however, Cint may not terminate an active SOW until the Services have been fully performed, although Cint reserves the right to withhold access to the Audience Data until the delinquent payments have been satisfied.

10. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between you and Cint.

11. Assignment. Cint may freely assign its rights and obligations under these Terms but your rights under these Terms are not assignable or transferable; provided, however, you may assign your rights under these Terms in connection with a merger, acquisition or sale of a majority of its assets upon written notice to Cint (directed to legal@cint.com); provided, however, you may not assign these Terms and the rights hereunder to a competitor of Cint without Our prior written approval. You agree not to resell the Marketplace Platform or any portion thereof. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

12. Expenses; Attorney’s Fees. Except as otherwise provided herein, all expenses incurred by each Party in performing its obligations hereunder shall be borne by the Party incurring the expense; except that in the event of a breach of these Terms by either Party, the non-breaching Party shall be entitled to all costs of collection and enforcing its rights hereunder, including reasonable attorneys’ fees.

13. Entire Agreement, Amendment, Waiver. This Agreement constitutes the entire understanding and agreement between the Parties hereto related to the subject matter hereof. Neither these Terms nor any term or provision hereof may be waived, changed, discharged or terminated except by an instrument in writing signed by the person against whom the enforcement of any waiver, change, discharge or termination is sought. No modification, amendment, supplement to or waiver of any provision of these Terms will be binding upon the Parties unless made in a writing signed by each Party through its authorized representative. A failure of either Party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder. To the extent that the provisions of these Terms may conflict with the provisions of the SOW, the provisions of these Terms will govern.

14. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

15. Headings. The headings in these Terms are for reference only and shall not limit or otherwise affect any of the meanings or interpretations of these Terms.

16. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of a Party including, without limitation, acts of God, flood, fire, earthquake, hurricane, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

17. Electronic Signature Consent. Customer’s execution of this Agreement (by electronic or hard signature) or Customer’s use of the Services constitutes Customer’s acceptance of all of the terms and conditions set forth in this Agreement. Customer and Cint agree and acknowledge that electronic signatures shall have the same force and effect as original or hand-written signatures with respect to this Agreement (or any statement of work or Order Confirmation referencing this Agreement) and all electronic records or transactions entered into between Customer and Cint with respect to the Services. Customer affirms its intent to conduct transactions using electronic signatures and records. Customer may revoke approval of this electronic signature process at any time with prior written notice to Cint; however this may result in Cint’s suspension or termination of all transactions and/or access or use of the Services absent Customer’s acknowledgment of agreement or consent by other valid legal means.