Media Measurement Services Project Terms
Version: 2026/01
Date: 11 September 2026
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These Terms govern Cint's performance of Media Measurement Services, unless you and Cint are parties to a separate written agreement for performance of such services. You and the company or other organization you represent agree to the terms of and conclude this Agreement with us when you expressly accept the Order, e.g., in an email, by clicking a box indicating your acceptance or by executing an Order referencing these Terms. Cint will not be bound by additional or alternative terms and conditions added or deleted by you, printed or otherwise, on any purchase order, order form, statement of work, instructions or similar document.
This Agreement is between the customer named in the Order (“Customer” or “you” or “your(s)”) and Cint and constitutes the entire understanding related to the subject matter. “Cint” or “we” or ‘us” or “our(s)” means (i) the Cint Group entity named in the Order; or, if none is named, (ii) Cint AB, a company incorporated in Sweden with registration no. 556559-8769, having its principal place of business at Drottninggatan 32, 4tr, 111 51, Stockholm, Sweden.
1. DEFINITIONS
Defined terms used for the purposes of this Agreement shall have the meanings set out at the end of these Media Measurement Services Project Terms.
2. ORDERS
2.1. The Order shall be deemed to incorporate these Terms of this Agreement. To the extent these Terms and anything stated in the Order conflict, these Terms shall govern unless the conflicting statement in the Order is explicitly identified as prevailing vis-à-vis a specific clause of these Terms, in which case the conflicting Order statement shall govern solely in relation to Services delivered under that Order.
2.2. Cint shall be under no obligation to enter into or accept any Order requested by you.
3. SERVICE PROVISION
3.1. During and until expiration or earlier termination of a Project Term, we will supply and/or utilize certain Tracking Technologies to match end-users of any website, device, application, or other service who have seen your digital media advertisements to our Participants; and if applicable, instruct the Platform to issue invitations to Participants to participate in your Surveys. Alternatively, we can match Participant Identifiers provided by you directly with our Participants.
3.2. As set forth in the Order or otherwise selected by Customer during the ordering process, you may have access to Services: (i) via the Impact Measurement Dashboard; (ii) via Study Creator; and/or (iii) via API.
3.3. Impact Measurement Dashboard
3.3.1. Impact Measurement Dashboard access shall remain for 366 days after the end date of an Order, and Exposure Data collected via Tracking Technologies will be deleted 366 days after collection.
3.3.2. Cint will (i) allow Customer access to the Impact Measurement Dashboard pursuant to this Agreement during the applicable Order term once Customer has purchased Services via an Order; (ii) make technical support available to Customer at no additional charge; and (iii) use commercially reasonable efforts to make the Impact Measurement Dashboard available 24/7 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.
3.3.3. Cint will provide Customer with at least seven days advance written notice (e.g., electronic notice to Customer either via the 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 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 Impact Measurement Dashboard or email).
3.3.4. In order to protect the integrity and quality of the Services and the Impact Measurement Dashboard, Cint may, without liability, suspend or terminate any or all access to the Impact Measurement Dashboard by revoking Customer’s account credentials or restricting Customer login(s) to the Impact Measurement Dashboard: (i) following a possible or actual security breach or cyber-attack on Cint or the Impact Measurement Dashboard, (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 Impact Measurement Dashboard, (v) upon the termination or expiration of an Order, or (vi) as otherwise allowed under this Agreement.
3.4. Study Creator and DIY Studies
3.4.1. DIY Studies may be priced on a Cost Per Mille (“CPM”) basis or rate card basis, as may be set forth in an applicable pricing exhibit. Pricing shall be valid until Cint provides written notice of change, and such notice shall be provided no less than thirty (30) days in advance of any change and changes will only affect DIY Studies launched after the change becomes effective.
3.4.2. Training on how to use the Study Creator product will be provided by Cint upon your request.
3.4.3. Invoicing for DIY Studies shall be as follows: (a) for CPM studies, invoicing shall be based on actual impressions tracked by Cint at the end of each month via tracking pixel or ad log file integrations; or (b) for rate card studies, invoicing shall be based on impressions input by Customer at the beginning of each DIY Study. All in-flight impression increases and date extensions made by Customer shall be tracked and adjusted per the rate card.
3.4.4. One aggregated invoice shall be issued for all DIY Studies that were live and tracking impressions in the previous calendar month. Orders at an individual study level are not required for DIY Studies.
3.5. API
3.5.1. When Services involve the use of one or more Application Programming Interface(s) developed by us, the following terms apply: (a) the API connects Cint technology underlying the Platform with your third-party systems and software products; (b) we retain all rights, title, and interest over the Cint APIs, as well as any IPR therein and thereto; (c) you release Cint from all liability for any data sent from the Cint APIs to you or to your third-party systems and software products once the data leaves the Platform; and (d) IPR to any software developed solely by you to consume the Cint APIs, if any, belong to you.
3.5.2. Services are made available on a per country, CPM basis, and pricing shall be as set forth in the applicable Order or pricing exhibit.
3.5.3. We will provide reporting to you within five (5) business days after the end of every month that an applicable Project is live. The report will show the full volume and billings for Services and the amount to be paid to us.
3.5.4. Within sixty (60) days after the date of the report, we will provide you with an invoice reflecting the amounts owed. Your ad server statistics shall serve as the basis of calculating Project delivery for invoicing. All invoices will be paid in accordance with Section 6.
4. SERVICE RESTRICTIONS AND CUSTOMER OBLIGATIONS
4.1. You may use the Services for your own business purposes, including using the Services to source data and conduct research on behalf of your end clients, where the outputs are incorporated into research deliverables (such as reports, datasets or presentations) provided to those end clients ("Agency Use"), provided that the Services and Platform are not made directly accessible to, or operated by, those end clients. Except in the case of an Agency Use, you are not allowed to use the Services to provide a service bureau, or to resell, outsource, rent, or otherwise commercially exploit the Services by making them available to any other third party.
4.2. You will not use the Services in connection with content that violates, plagiarizes or infringes upon the IPR of others, or that is abusive, profane, obscene, indecent, threatening, defaming, slanderous, libelous, offensive or illegal.
4.3. You will comply with all applicable Data Protection Laws and Codes in connection with your use of the Services and any connected Surveys and will not solicit the performance of any activity that is prohibited by law.
4.4. You will not copy, translate, create derivative works of, reverse engineer, reverse assemble, disassemble or decompile all or any part of the Services or otherwise attempt to discover any source code or modify the Services in any manner or form, and furthermore, you will not use the Services for the purpose of building a similar or competitive product or service, except as permitted for “Agency Use”;
4.5. You will not solicit or recruit Participants to become members of your own or any third party’s market research panel, mailing list, or any other group of individuals that may be used to source survey respondents, or send any commercial advertising to Participants without our prior written approval;
4.6. For Surveys, unless the Survey is provided by us, you are solely responsible for ensuring that all Surveys and Survey content comply with applicable Data Protection Laws and Codes. If applicable, you shall make the Survey available to us for testing and review upon request.
4.7. You will co-operate with us where reasonably required by us to provide the Services, and provide responses, decisions, and approvals to us as soon as practicable. We will not be in breach of our obligations under this Agreement to the extent they are delayed or impacted by your failure to cooperate with us in a timely or complete manner, and we shall be entitled to receive (i) an appropriate extension of time for delivering any Services that may have been delayed by the failure; and (ii) an appropriate increase of any fixed fee agreed with respect to such Services that have been impacted by such failure.
4.8. We may immediately suspend or terminate this Agreement and/or the provision of Services if we become aware you are in breach of any obligations under this Section 4.
4.9. We will not use Exposure Data to: (a) collect personal information from Customer properties without your prior approval; (b) target or retarget end users in advertising campaigns based on their exposure to the Services; or (c) use non-resettable device identifiers (including hashed email addresses), precise location data, personal directory data, or sensitive information of end users collected in connection with the Services for any purpose other than as strictly necessary to perform the Services.
5. AUDIT
We may audit your compliance with this Agreement by providing no less than two weeks’ notice. A scope document along with a request for any documentation will be provided at the time of notification of an audit. If the documentation requested cannot be removed from your premises, you will permit us access to your site(s). You will make necessary employees, Affiliates or subcontractors available for interviews in person or on the phone during the time frame of the audit. Audits will be at our sole expense.
6. CHARGES AND TERMS OF PAYMENT
6.1. All amounts due will be invoiced upon completion of the Project or as otherwise agreed in the Order. Additionally, for Projects with a Term exceeding one (1) month, we may invoice you monthly in arrears for any fees incurred during the preceding calendar month. All invoices will be submitted to the billing contact specified in the Order and you will either (i) update this information in your customer portal, as available, or (ii) notify us promptly by sending an email to your account representative at Cint, with a copy to invoicing@cint.com, whenever your information needs to be updated.
6.2. Unless otherwise specified in the Order, all invoices are due and payable within thirty (30) days of the date of the invoice. We may charge you interest on overdue payments at the rate of 1.5% per month or the maximum rate permitted by applicable law.
6.3. Unless stated otherwise, the fees will not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added taxes (VAT), goods and services taxes (GST), sales and use, or withholding taxes, assessable by any local, state, federal, provincial or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with any invoices hereunder. If we reasonably believe we have the legal obligation to pay or collect Taxes for which you are responsible, the Taxes will be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. If a taxing authority determines that additional Taxes should have been collected on the transaction, you will reimburse us for the Taxes assessed. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.
6.4. Unless otherwise agreed in the Order, neither party shall be entitled to set off, withhold or deduct sums owed to it by the other against sums it may owe under this Agreement or any other contract between the parties.
6.5. We may authorize an Affiliate to issue invoices in its own name (and we will notify you of the same in writing) and payments made by you to that Affiliate in respect of those invoices shall be accepted by us as good payment under this Agreement and settle (to the extent of that payment) any corresponding debt owed to us.
6.6. Without prejudice to any other remedy we may have, we may suspend the provision of the Services if any undisputed fees remain unpaid fifteen (15) days after their due date, until the actual date of our receipt of good funds for such unpaid fees. Fees will be deemed undisputed if you fail to notify your account representative, with a copy to collections@cint.com in writing of your reasons for disputing them, providing reasonable evidence in support, within ten (10) days of the date of the relevant invoice. Otherwise, all amounts invoiced by us are final and payable when due. Notice shall be provided by (i) customer portal, as available, or (ii) email to your account representative, with a copy to collections@cint.com.
6.7. If you cancel a Project once Services have already commenced and prior to the completion of those Services, you will be responsible for the following early cancellation fees: (a) If cancelled after a Project ID and pixel URL have been generated, $1,000 plus the cost per thousand impressions recorded, or (b) If cancelled after the pixel URL has been implemented with publishers or ad servers, $2,450 plus the cost per thousand impressions recorded, plus the costs of completed Surveys. For the avoidance of doubt, you are responsible for all fees incurred up to and including the date of termination.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Except as expressly set out in Clause 7.4, nothing in this Agreement will transfer any Intellectual Property Rights between the parties.
7.2. Intellectual Property Rights subsisting in the Services and the Platform, any aggregated/statistical data or machine learning models created, generated, derived and/or trained by the delivery of the Services, and Participant Data will belong to us. Intellectual Property Rights subsisting in any works created by us in the course of providing the Services will belong to us.
7.3. All Intellectual Property Rights subsisting in Customer Materials and Project Data, excluding any Participant Data, are and shall remain your or your end-clients’ property. Notwithstanding the foregoing, each party reserves the right to use its copy of the Project Data for commercial purposes. Your commercial use of the Project Data must reference Cint as the source of the Project Data.
7.4. If you provide any instructions, recommendations or requests to be incorporated into the Services or the Platform, you hereby irrevocably and unconditionally assign to us any and all Intellectual Property Rights that may subsist in those instructions, recommendations or requests.
7.5. You acknowledge that we retain all rights, title and interest in and to all tools, know-how, methodologies, processes, techniques, technologies or algorithms used to provide the Services and that we are free to use the same even where they are developed in the course of performing the Services for you.
8. CONFIDENTIALITY
8.1. Except for any Survey Data, you acknowledge and accept that information relating to Participants is Confidential Information belonging either to us, one of our Affiliates or a third-party supply partner, and you shall treat it as the Confidential Information of ours pursuant to the Agreement.
8.2. 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.
8.3. The obligations of confidentiality under this Section 8 shall continue for five (5) years after any expiration or termination of this Agreement.
8.4. Clause 8.1 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) 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.
8.5. Clause 8.1 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.
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.
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 8.6 shall remain subject to the provisions of this Section 8.
9. WARRANTIES
9.1. We warrant that we (i) will provide the Services with reasonable care and skill, consistent with good practice in the market research industry, (ii) will generally comply with the standards set by ISO 20252 (Market, opinion and social research) as applicable to the Services, and (iii) in all material respects will provide the Services as described in any specifications provided in an Order. In addition to the foregoing warranty, Cint strives to comply with the Network Advertising Initiative and Digital Advertising Alliance’s Self-Regulatory Codes of Conduct. As our sole and exclusive liability and your sole and exclusive remedy for breach of Clause 9.1, we will, at our own expense and upon receipt of a written notice from you detailing a defect or fault in the 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 Service.
9.2. You warrant that you (i) will use the Services only in strict compliance with applicable laws, including Data Protection Laws and Codes, and this Agreement, (ii) will act consistently with good practice in the market research industry as applicable to your use of the Services, and (iii) will not engage Participants in violation of your obligations under this Agreement.
9.3. Each party represents and warrants that neither it nor its Affiliates are owned by, controlled by, participating in any prohibited activity for, or acting for any person or entity (i) located or organized in any country or region that is subject to UN, EU, UK, or U.S. economic sanctions, (ii) identified on the (a) United Nations Security Council Consolidated List, (b) Consolidated list of persons, groups, and entities subject to EU and/or UK 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. Each party shall promptly notify the other party in writing if any of the foregoing representations and warranties cease to be true and correct.
9.4. All warranties and obligations given by us relating to the Services are contingent upon your use of the Services in accordance with the terms of this Agreement and any reasonable instructions provided to you by us.
9.5. Other than the warranties and other terms expressly set out in this Agreement, all other express, implied and statutory conditions, 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.
10. INDEMNITIES
10.1. If any action is brought against you by a third party alleging that your use of the Services in accordance with the terms of this Agreement infringes a valid Intellectual Property Right of that third party, we will indemnify and defend you at our expense and pay the costs and damages finally awarded against you in the action and any related costs and expenses incurred as a direct result of such action provided: (i) you notify us promptly in writing upon becoming aware of such an action; (ii) we shall have sole control of the defense of any such action and all negotiations for its settlement or compromise and you make no admissions; and (iii) you provide all reasonable assistance requested by us at our expense.
10.2. If any action is brought against us by a third party arising from: (a) Customer Materials or other materials you provide infringing third-party Intellectual Property Rights (b) your breach of Data Protection Laws and Codes, including failure to obtain required consents, provide privacy notices, or comply with data subject rights; (c) your identification or re-identification of individuals in violation of this Agreement; (d) the content or placement of your advertisements tracked via the Services; or (e) any other breach of this Agreement by you; you will indemnify and defend us at your expense and pay the costs and damages in the action and any other costs and expenses incurred as a direct result of such action provided: (i) we notify you promptly in writing upon becoming aware of such an action; (ii) for claims referred to in (a), you shall have sole control of the defense of any such action and all negotiations for its settlement or compromise and we make no admissions; and (iii) we provide all reasonable assistance requested by you at your sole expense.
10.3. If an action is brought against a party which shall be indemnified in accordance with Clauses 10.1 or 10.2, 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 Services or using and possessing the Customer Materials; or (ii) to replace or modify the Services or Customer Materials (without materially detracting from them overall) 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 Services paid in advance that correspond to the period after the date of termination.
10.4. We shall have no liability to you under Clause 10.1 for that part of the alleged infringement that arises from (i) your or any of your contractor’s use of the Services in combination with other software, technology or services or in a manner or for a purpose not in accordance with this Agreement or any instructions or documentation provided by us, including use of the Services outside any permitted territories specified in any Order; or (ii) any aspect of the Services provided by us to follow or meet your instructions; or (iii) your modification of any aspect of the Services or its results.
11. PARTICIPANT DATA
11.1. If you access Participant Data through the Services, you may not use or disclose the Participant Data for any other purpose than market research purposes. When using the Participant Data, you shall take all commercially reasonable steps to ensure that Participants are not harmed or otherwise adversely affected as a result of your processing of the Participant Data.
11.2. Without limiting the generality of the foregoing, you shall:
a) not link the Participant Data to Personal Data that directly identifies an individual, or otherwise identify or re-identify, any individual associated with such Participant Data;
b) treat such Participant Data as our Confidential Information;
c) not have, derive or exercise any rights or benefits regarding Participant Data; and
d) not sell (as such term is defined in the CCPA) any Participant Data, use or share Participant Data for cross-context behavioral advertising purposes as provided under applicable Data Protection Laws and Codes.
11.3. The parties acknowledge and agree that in relation to the Participant Data, which you may access and collect pursuant to this Agreement, you shall be the controller of, and responsible for, the processing of any Personal Data included in the Participant Data and ensure that all processing activities undertaken by you complies with applicable Data Protection Laws and Codes.
11.4. We have the right to take reasonable and appropriate steps to ensure that your use of the Participant Data is consistent with the obligations set forth in this Agreement and applicable Data Protection Laws and Codes, and to stop and remediate any unauthorized use by you of the Participant Data.
12. DATA PROTECTION
12.1. Each party will comply with all Data Protection Laws and Codes.
12.2. If the Services to be provided by us include processing of Personal Data included in the Project Data, we will only process such Project Data in accordance with the Data Processing Agreement and will not access, use, or process such Project Data for any other purpose. We or our sub-processors will implement and maintain technical, organizational, and physical safeguards to protect such Project Data, as further described in the Data Processing Agreement.
13. LIABILITY
13.1. Subject to Clause 13.3, in no event shall either party´s total aggregate liability, whether in contract, tort or under any theory of liability in connection with this Agreement or any collateral contract, for all liabilities and claims exceed the total amount paid by you to Cint as fees under this Agreement in the 12 months preceding the circumstances giving rise to a claim.
13.2. Subject to Clause 13.3, neither party will be liable for special, indirect, punitive, exemplary or consequential losses or damages, including but not limited to 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, 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.
a) willful intent;
b) death or bodily injury caused by a party’s negligence;
c) fraud or fraudulent misrepresentation;
d) payment or non-payment of the fees or for any early termination or cancellation payments or damages due to us in respect of any fees that would or should have been paid for a Project;
e) the indemnification obligation set out in Clause 10.1; or
f) anything that cannot be lawfully excluded.
13.4. Any right to damages is conditioned on the indemnified party providing the indemnifying party with written notice of the damages as soon as possible after the damages have been incurred.
14. NOTICES
14.1. Any notice or other communication required to be given to a party 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 for formal notices given in the applicable Order, all as may be amended from time to time by notice served in accordance with this Section 14.
14.2. 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 any courier. A notice sent via email shall be deemed to have been received forty-eight (48) hours after it was sent.
15. TERM AND TERMINATION
15.1. This Agreement shall commence on the Effective Date and continue in force until the Services have been completed and all fees have been paid.
15.2. If either party materially breaches any of its duties or obligations under this Agreement (except for a default in payments to Cint, which will be governed by Clause 15.3), which material breach is not curable or, where curable, not cured within thirty (30) days after written notice is given to the defaulting party, specifying such default along with supporting documentation, then the party not in default may, by giving written notice to the defaulting party, terminate this Agreement and any applicable Orders on thirty (30) days’ prior written notice.
15.4. Either party may terminate the Agreement with immediate effect if the other party becomes insolvent, makes (other than for the purpose of a reorganization while solvent) any voluntary arrangement with its creditors, suspends its payments or ceases trading, is declared bankrupt, files a voluntary petition (other than for the purpose of a reorganization while solvent) under any bankruptcy, insolvency, or similar law, or has proceedings seeking appointment of a receiver, trustee or liquidator instituted against it that are not discharged or stayed within twenty-one (21) days.
15.5. We reserve the right to suspend or terminate the provision of any Services, partially or fully, giving advance written notice where reasonable to do so, (i) to protect Personal Data or Confidential Information, (ii) if we reasonably suspect unlawful or unethical activity, material breaches of this Agreement (including for non-payment), (iii) to prevent a possible, threatened or actual security breach or cyber-attack on us or our Platform(s), or following such an event, (iv) to protect our network or our Platform(s), (v) if required by a governmental entity or law enforcement agency, or (vi) if we otherwise reasonably consider it necessary to protect our interests.
15.6. Upon termination or expiration of this Agreement, you will promptly pay us all fees due and, where we have terminated this Agreement due to your default, the fees that would have become payable but for the breach and termination, and all expenses properly incurred up to and including the effective date of such termination or expiry.
15.7. Upon termination or expiration of this Agreement, your right to access or use the Cint Platform and Services immediately ceases (not including any applicable access that may remain to the Impact Measurement Dashboard as specified in Clause 3.3), and Cint shall have no obligation to store, maintain, forward, or otherwise restore any data except as set forth in this Clause 15.7 Subject to Clause 8.6, you must immediately delete all Cint’s Confidential Information.
15.8. Provisions of this Agreement that by their nature extend beyond the expiration or earlier termination of this Agreement, including but not limited to confidentiality, indemnity and limitation of liability, will survive and continue in full force and effect after this Agreement expires or is earlier terminated.
16. INSURANCE
During the term of this Agreement 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.
17. DISPUTE RESOLUTION
17.1. This Agreement shall be governed by and construed in accordance with laws of Sweden, without regard to its conflict of law principles. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity hereof, shall be 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. The proceedings, all documents exchanged between the parties and any decision or award shall be kept confidential.
17.2. With respect to Orders where the Cint Group entity named in the Order is Cint USA, Inc., the following shall apply in lieu of what is stated in Clause 17.1: This Agreement shall be governed by and construed in accordance with laws of New York, without regards to its conflict of law principles. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity hereof, shall be finally settled by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitral tribunal shall be comprised of three arbitrators, and the arbitral proceedings shall be conducted in English. The seat of arbitration shall be New York City, USA. The language to be used in the arbitral proceedings shall be English. The proceedings, all documents exchanged between the parties and any decision or award shall be kept confidential.
18. MISCELLANEOUS
18.1. 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.
18.2. 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.
18.3. Except as specifically provided herein, this Agreement may not be amended or supplemented, nor any of the provisions hereof waived except by an agreement in writing signed by both parties.
18.4. You may not assign your rights or obligations under this Agreement to any third party without our prior written consent. We may assign this Agreement 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 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.
18.5. We may subcontract our obligations under this Agreement but will remain responsible for the performance of those obligations. Despite the foregoing, we do not make any warranties with respect to and are not responsible for third-party software or services that are industry standard and of a type that are reasonably required by all providers of services similar to the Services (such third parties not being deemed subcontractors under this Agreement due to Cint not having effective control of those parties) including cloud hosting and geo-location or other anti-fraud services. You further acknowledge and agree that supply partners are not subcontractors.
18.6. You grant us the right to use your name and logo as a reference for marketing or promotional purposes, including on our website and in public and private communications, subject to your standard trademark usage guidelines as provided by you in advance, in writing. You may revoke this right by sending an email to marketing@cint.com. Except as set forth in this Clause 18.6, each party shall obtain the written approval of the other party prior to making any press release or other public statement concerning this Agreement.
18.7. 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 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.
18.8. 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 benefit from this Agreement.
DEFINITIONS
For purposes of this Agreement, the following words shall have the following meanings:
“Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, which means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;
“Agreement” means these Terms together with an Order;
“API” or “Application Programming Interface” means one or more application programming interfaces developed by Cint that connect the Cint technology underlying the Platform with Customer’s third-party systems and software products, as further described in Clause 3.5;
“Confidential Information” means information provided prior to or after the Effective Date, by or on behalf of a disclosing party, whether orally, in writing, electronically or visually, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes this Agreement and all Orders (including all fees), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such disclosing party;
“Customer Materials” means any materials supplied to Cint by you pursuant to this Agreement;
“Data Processing Agreement” means the agreement applicable to and governing any processing of Personal Data we do for you within the scope of providing the Services and which is available at: https://legal.cint.com/;
“Data Protection Laws and Codes” means all binding laws, rules and regulations applicable to processing of Personal Data, in connection with the delivery and use of the Services, including but not limited to, the CCPA, the CPRA, the GDPR, the UK GDPR, and COPPA and the ethical codes of the Insights Association (www.insightsassociation.org) and ESOMAR (www.esomar.org);
"DIY Studies" means impact measurement brand lift studies procured by Customer using the Study Creator tool, as further described in Clause 3.4;
“Exposure Data” means the data (including, without limitation, if any, Personal Data) collected by Cint directly through the Tracking Technologies. For purposes of clarity, Exposure Data excludes Participant Data;
“Impact Measurement Dashboard” means the proprietary cloud-based platform hosted by Cint by which Customers can access and manage their Services and Orders, which includes Cint’s Study Creator tool (as further defined in Clause 3.4);
“Intellectual Property Rights” or “IPR” means any copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), and patent rights (including, without limitation, the exclusive right to make, use and sell), trade secrets, moral rights, right of publicity, authors' rights, contract and licensing rights, goodwill and all other Intellectual Property Rights (whether registered or not) as may exist now and hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States or any other state, country, or jurisdiction;
“Order” means an email, purchase order, order confirmation, quote, managed service plan, statement of work, online order or study configuration submitted by Customer via the Impact Measurement Dashboard or the Study Creator tool, or any other written or electronic document or instruction defining a Project, including any applicable metrics for such Project, such as Tracking Technology deployment, impression metrics, delivery time, and fees. An Order is deemed to have been accepted if you: (a) execute and return it to us, (b) acknowledge acceptance of an Order by e-mail, or any other commercially reasonable means, by a person duly authorized by Customer to execute an Order; or (c) confirm Project metrics directly via the Impact Measurement Dashboard;
“Participant” means any natural individual who consents and is prequalified to participate in a Survey;
“Participant Data” means all data (including demographic data, behavioral data, profiling data, Participant Identifiers and Personal Data) relating to a Participant that is supplied by Cint, including without limitation, answers to questions asked for Survey qualification. For clarity, Survey Data shall not constitute Participant Data;
“Participant Identifier” means a data point associated with a specific Participant that can be used to identify a Participant across different sources of data, such as email address (hashed or in clear text), mobile ad IDs, etc;
“Personal Data” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, consumer or household, including, without limitation, any inferences drawn therefrom or derivatives thereof, or any other information that is regulated as “personal data” or “personal information” under applicable Data Protection Laws and Codes;
“Platform” is Cint’s online multi-tenanted platform(s) used to provide the Services, and which also comprises software, hardware, cloud and other hosted services, APIs, processes, algorithms, user interfaces, know-how and technical information in any form, including but not limited to the Impact Measurement Dashboard and Study Creator tool;
“Project” means, as applicable, a media measurement program for which Participants are matched via Tracking Technologies and custom Survey services, as set forth in an Order;
“Project Data” means the Exposure Data and Survey Data. For purposes of clarity, Project Data excludes Participant Data;
“Project Term” means the Project duration specified in an Order;
“Services” means the measurement services whereby Tracking Technologies are used to match end-users of your digital properties to our Participants and if applicable, the issuance of Customer Surveys, and any other ancillary services, as agreed and specified in the applicable Order;
“Survey” means a collection of questions or statements presented online to ascertain the inclinations and/or capabilities of an individual consumer or professional;
"Survey Data" means any response or other data entered or provided by Participants in a Customer Survey. For purposes of clarity, Survey Data excludes Participant Data but may be combined with Exposure Data to create Project Data;
“Study Creator” means the proprietary self-service tool within Cint’s Impact Measurement Dashboard by which Customer can manage and create DIY studies, as set forth in Clause 3.4; and
“Tracking Technology(ies)” means the pixel, ad-tag, software code, file share or other tracking and transfer mechanism that enables Cint to provide the Services, including but not limited to tracking on Customer’s digital media advertisements.