Cint USA - Impact Measurement Dashboard Terms of Service

THESE CINT IMPACT MEASUREMENT DASHBOARD TERMS OF SERVICE (“AGREEMENT”) GOVERN CINT’S PERFORMANCE OF IMPACT MEASUREMENT SERVICES, UNLESS YOU AND CINT ARE PARTIES TO A SEPARATE WRITTEN AGREEMENT FOR PERFORMANCE OF IMPACT MEASUREMENT 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 1.2 BELOW, AND THE DATE OF SUCH ACCEPTANCE SHALL BE THE “EFFECTIVE DATE” OF THIS AGREEMENT. This Agreement is between the customer named in the Order Agreement (“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 Marketplace Services inside and outside of the United States and all other countries, exclusive of offerings in the following subsections (ii) or (iii); or (ii) with respect to all Audience 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; or (iii) with respect to all Cint Services that are shipped to, deployed or rendered within India, the Middle East, Asia, or Pacific countries, Lucid Holdings India Pvt Ltd, a company incorporated under the laws of India.

1. AUDIENCE SERVICES

1.1 Description of Audience Services. Cint will provide certain Impact Measurement services to Customer in accordance with the terms and conditions of this Agreement (“Services”). Unless otherwise stated in an Order Confirmation, Cint will provide Customer with a pixel, ad-tag, software code, or other tracking mechanism (“Pixel”) to run on Customer’s digital media advertisements (“Ads”). Using cookies, IP addresses, and device IDs along with execution (i.e. “firing”) of the Pixel, Cint will match those Users who have seen an Ad to a set of survey respondents previously recruited by Cint to take online surveys and about whom Cint has demographic and other data (“Respondent Pool”). Cint will solicit a subset of survey respondents in the Respondent Pool for participation in Customer’s survey (“Survey”). The Survey will be administered in two parts: a Screener Survey consisting of demographic and pre-qualifying questions hosted by Cint on its Marketplace Platform (“Screener Survey”), and the Brand Lift Survey which will be hosted on a website chosen by Customer (“Brand Lift Survey”). Following launch of a campaign, Cint will make available to Customer, as more specifically defined in an Order Confirmation, (a) a copy of all data collected from both the Screener Survey and the Brand Lift Survey, including a copy of all questions asked and answers given by each respondent, together with a copy of all related Cint data regarding each respondent (including user ID and demographic data), and (b) a copy of frequency reports showing how often exposed respondents viewed the Customer Ads (together, “Deliverables”). Cint will provide to Customer those Services and Deliverables described above and/or as further described or amended in any given Order Confirmation in accordance with the delivery schedule and other terms set forth in an Order Confirmation. Each Order Confirmation shall specifically identify this Agreement and indicate that it is subject to the terms and conditions contained herein.

1.2 Acceptance of Order Confirmation. An Order Confirmation is deemed to have been accepted and is binding on both Parties on the earlier of when Customer: (a) executes and returns an Order Confirmation to Cint, (b) acknowledges acceptance of the Order Confirmation by e‑mail or any other commercially reasonable electronic means, by a person duly authorized by Customer to execute the Order Confirmation, © 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 the Order Confirmation.

2. DATA

2.1 Data. Each Party reserves that right to use its copy of the Data (as defined below) for commercial purposes, subject to the data limitations described herein. “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. Respondent Screening Data does not include any information obtained from Customer properties or Data. “Marketplace Platform” means the public cloud platform and application of Cint that is used to facilitate completed transactions for online sample.

2.2 Intellectual Property. All intellectual property rights in the Respondent Screening Data and Marketplace Platform belong exclusively to Cint and its licensors. Customer, or Customer’s end user if applicable, owns the Data. Customer’s commercial use of Data must reference Cint as the source of the Data.

2.3 Personal Information. 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 Data to tag end users involved in the Services and later target/retarget them in advertising campaigns, because of those identifying tags. For the avoidance of doubt, Cint will not use the 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.

2.4 Nondisclosure Obligation. 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 to avoid disclosure or misappropriation of the other Party’s Confidential Information.

2.5 Exceptions. The provisions of this Section 2 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.

3. PAYMENT.

Except as otherwise state on an Order Confirmation, payment is due to Cint upon your acceptance of an Order Confirmation in accordance with section 1.2 above. Cint reserves the right to suspend or terminate these Terms and Customer’s access to the services if Customer’s account becomes delinquent. Cint may charge Customer interest on overdue payments at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amounts overdue.

3.1 Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder. All federal, state, or local taxes applicable to the Services shall be added to each of Cint’s invoices for the Services. Customer shall pay all such taxes to Cint unless a valid exemption certificate is furnished for each of the states of use of the Services by Customer.

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. Customer remains liable to Cint for the payment of any Order Confirmations terminated for convenience.

4.1 Term. This Agreement is effective for a 1‑year period (“Term”) starting on the Effective Date. The Term automatically renews for successive 1‑year periods upon acceptance of each Statement of Work unless a Party provides notice of termination before the expiration of the Term.

4.2 Termination. Either Party may unilaterally suspend or terminate this Agreement by giving notice if the other Party: (a) materially breaches any other provisions of this Agreement and fails to fully cure within 30 days after receiving written notice of the breach, or (b) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

4.3 Survival. Provisions of this Agreement, which by their nature should apply beyond the Term, will remain in force after termination or expiration of this Agreement. In addition, the terms of this Agreement will survive and apply to any Statement of Work outstanding as of the effective date of termination or expiration.

4.4 Project Cancelation. 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 above in the 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 above in the SOW plus the cost of any completed interview as defined above in the SOW.

5. IMPACT MEASUREMENT DASHBOARD ACCESS.

Customer will have Lucid Impact Measurement Dashboard access to its Services and Deliverables Order Confirmations, with raw files for Deliverables delivered if agreed in the Order Confirmation. Lucid Impact Measurement Dashboard access shall remain for 45 days after the end date of an Order Confirmation, after which the Data will be irrevocably removed and Lucid Impact Measurement Dashboard access will no longer available to the Customer. “Lucid Impact Measurement Dashboard” means the proprietary cloud-based platform hosted by Cint where Customers can manage their Impact Measurement Services and Order Confirmations. All intellectual property rights in the Lucid Impact Measurement Dashboard belong to Cint and its licensors.

5.1 Availability of Lucid Impact Measurement Dashboard. Cint will (i) allow Customer access to the Lucid Impact Measurement Dashboard pursuant to this Agreement during the applicable Term once Customer has purchased Services via an Order confirmation; (ii) make technical support available to Customer, either through Cint’s end user support team, at no additional charge; and (iii) use commercially reasonable efforts to make the online Lucid Impact Measurement Dashboard available 24 hours a day, 7 days a week, except for: (a) downtime for scheduled maintenance or emergency maintenance, and (b) any unavailability caused by circumstances beyond Cint’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, hurricane, civil unrest, act of terror, strike or other labor problem, or Internet service provider failure or delay.

5.2 Scheduled Maintenance and Emergency Maintenance. Cint will provide Customer with at least seven days advance written notice (e.g., electronic notice to Customer either via the Lucid Impact Measurement Dashboard or email) of any scheduled maintenance, including the time and the length of the scheduled maintenance period (“Scheduled Maintenance”). If Cint deems it necessary to perform emergency maintenance on the Lucid Impact Measurement Dashboard (meaning any downtime that is not Scheduled Maintenance), Cint will use commercially reasonable efforts to provide Customer with 24-hour notice (e.g., electronic notice to Customer either via the Lucid Impact Measurement Dashboard or email).

5.3 Security Measures. In order to protect the integrity and quality of Services and the Lucid Impact Measurement Dashboard, Cint may, without liability, suspend or terminate any or all access to the Lucid Impact Measurement Dashboard by revoking Customer’s account credentials or restricting Customer login(s) to the Lucid Impact Measurement Dashboard: (i) following a possible or actual security breach or cyber-attack on Cint or its Marketplace, (ii) in order to protect Cint’s network, (iii) if required by a governmental entity or law enforcement agency, (iv) if Customer is causing technical or other problems to the Marketplace, (v) upon the termination or expiration of a Term, or (vi) as otherwise allowed under this Agreement.

6. LIMITATIONS OF WARRANTIES AND LIABILITIES.

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.

6.1 Cint warrants to Customer that it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Cint’s sole obligation, and Customer’s sole and exclusive remedy for any breach of the foregoing warranty, is for Cint to use reasonable efforts to reperform the affected Services, provided Customer has reported the breach within ten (10) days after the applicable Services were performed by Cint, and described the breach in sufficient detail.

7. INDEMNITY AND LIMITATION OF LIABILITY.

7.1 Indemnity. Customer shall defend, indemnify and hold Cint, 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 Customer’s acts or omissions related to this Agreement including, but not limited, to violations of a third party’s proprietary rights, failure to comply with any Laws, breach of this Agreement, and any obligation under an Order Confirmation.

7.2 EXCEPT FOR A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, OR BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER THIRD PARTY FOR ANY LOSS OF USE, LOST REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

7.3 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY 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, A PARTY’S TOTAL LIABILITY TO THE OTHER PARTY 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.

7.4 IN NO EVENT SHALL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO LUCID PURSUANT TO THE APPLICABLE ORDER CONFIRMATION IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.5 Limitations on Liability. The limitation of liability set forth in Section 7 above 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, © violations of Intellectual Property Rights, or (d) a breach of confidentiality obligations.

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 (the “notice”), by negotiation between business representatives of the parties who have authority to fully resolve the dispute; (ii) if within thirty 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 that any 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 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 Proof 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. PERSONAL DATA.

16.1 Role of Parties. Customer acknowledges and agrees that regarding the control and processing of Personal Data, if any, Customer is the controller and Cint is the processor. “Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the United States, European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the processing of Personal Data under the Agreement. “Personal Data” means the definition provided by the applicable Data Protection Laws and Regulations.

16.2 Customer’s Control of Personal Data. 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.

16.3 Use and Processing of Personal Data. The Parties shall only use and process Personal Data under this Agreement in accordance with the data processing terms and conditions set forth in an Order Confirmation. 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.