Managed Services Project Terms

MANAGED SERVICES PROJECT TERMS

These Terms govern Cint’s performance of Managed 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 Luntmakargatan 18, 1tr, 111 37 Stockholm, Sweden.

1. DEFINITIONS

For defined terms used for the purposes of this Agreement shall have the meanings set out at the end of these Managed Services Project Terms.

2. ORDERS

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.

3. SERVICE PROVISION

During and until expiration or earlier termination of a Project Term, we will provide the Services set out in the Order in accordance with these Terms, including instructing the Platform to issue invitations to Participants to participate in your Surveys.

4. SERVICE RESTRICTIONS AND CUSTOMER OBLIGATIONS

4.1. 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, and 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.

4.2. You will not resell the Services or place Orders on behalf of third parties. This shall not affect your right to publish or otherwise use the results of your Surveys at your discretion.

4.3 You will not use the Services in connection with Survey 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. The Services are made available for market research purposes only and you may not use the Services for any non-market research purposes, including, but not limited to, marketing or advertising.

4.4. You will not place any cookie(s) on the devices of Participants, invite them to download any desktop or mobile app or collect their Personal Data without our prior written consent in any instance.

4.5. You will comply with all applicable laws, rules and regulations 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.

4.6. If you fail to fulfil any of your obligations in this Agreement then, without prejudice to our other rights, 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.

5. SURVEYS

5.1. You are solely responsible for:

a) all Survey content, and you shall, without limiting your responsibility, make the Survey available to us for testing and approval; and

b) ensuring that correct Survey links are provided to us and embedded in the Survey so that only Participants eligible to complete the Survey are directed to the Survey; and

c) unless we are providing Survey hosting services, implementing Survey quotas as necessary in the Survey hosting tool.

5.2. We reserve the right to deny implementation, suspend use of or remove links to any Survey. You may not, without our prior written approval, change, modify or alter in any way a Survey after it has been accepted by us.

5.3. The screener section of a Survey, including Survey quota questions, may not exceed three (3) minutes or ten (10) questions.

5.4. During the fieldwork for a Survey, the Participants chosen for the Survey will receive an invitation from our Platform to participate or will be provided an offer to participate via a different method, including via a website or an offer wall. You are responsible for ensuring that the Survey links provided to us for sharing with Participants are correct and operational.

5.5. We reserve the right to pause Sample deployment if there are substantial deviations from the metrics agreed for the Order.

5.6. We will use reasonable endeavors to identify Unacceptable Completes and you will not be charged for Unacceptable Completes identified by us. Where reasonable to do so, we will remove Unacceptable Completes during fieldwork rather than post-fieldwork. Notwithstanding the above, you are solely responsible for reporting any Unacceptable Completes not identified by us as set out in Cint’s Reversal Policy. You will be liable in full for payment for any Unacceptable Completes not reported in accordance with the Reversal Policy.

6. AUDIT

We may audit your compliance with Section 4 and Clauses 10.3 and 12.1 of 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 the notification of an audit. If the requested documentation cannot be removed from your premises, you will permit us access to your site. You will make your employees, Affiliates or subcontractors available for interviews as necessary, during the time frame of the audit. Audits will be at our sole expense.

7. CHARGES AND TERMS OF PAYMENT

7.1. Upon Project Closure, we will notify you of the Acceptable Completes and any estimates in the Order shall be superseded by the Acceptable Completes. You will pay all fees set out in the Order in accordance with the Order and, if the Order is not subject to a fixed fee, you will pay the fees for the Acceptable Completes. We are entitled to appropriately adjust the fees if there are substantial deviations from the metrics, such as LOI and IR, agreed or estimated for the Project. If the number of requested Completes for a Survey, as specified in the Order, is not reached, you shall pay any fixed fee on a pro rata basis, and otherwise the fees for the Acceptable Completes.

7.2. Survey quota control is the responsibility of the Survey hosting provider (normally you, or a third party contracted by you). Accordingly, if the number of Acceptable Completes exceeds the number of requested Completes, as specified in the Order, you shall pay for the actual number of Acceptable Completes unless we are providing Survey hosting services.

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

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

7.5. All amounts due will be invoiced upon completion of the Project or as otherwise agreed in the Order. Additionally, for Projects with a Project Term exceeding one (1) month, we may invoice you monthly in arrears for any fees incurred during the preceding calendar month.

7.6. Any amounts due to us will be due and payable within thirty (30) days of the invoice issuing date. We may charge you interest on overdue payments at the rate of 1.5% per month.

7.7. We may assign a charge over present and future sums which are or will be payable to it under this Agreement to/in favor of a third party and to provide the corresponding invoices and other information about this Agreement to that third party.

7.8. 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.

7.9. 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.

7.10. Without prejudice to any other remedy we may have, we may suspend the provision of the Services if any undisputed fees invoiced to you remain unpaid fifteen (15) days after their due date, until the actual date of our receipt of good funds for such unpaid fees. Fees will be deemed undisputed for the purpose of this Clause if you fail to notify us in writing of your reasons for disputing those fees and provide reasonable evidence in support within ten (10) days of the issuing date of the relevant invoice.

8. INTELLECTUAL PROPERTY RIGHTS

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

8.2. 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 (which, if a Survey is hosted by us, shall not include Survey results) and Participant Data will belong to us or, where relevant, the applicable Supply Partner or third-party licensor.

8.3. All Intellectual Property Rights subsisting in: (i) Customer Materials; and (ii) completed Surveys and all the data contained therein (excluding any Participant Data); are and shall remain your or your licensor’s property.

8.4. Without prejudice to the duties of confidence owed to you under Section 8, Intellectual Property Rights subsisting in any works created by us in the course of providing the Services (including reports and designs), will belong to us.

8.5 . If you provide any instructions, recommendations or requests to be incorporated into the Services or the Platform, in consideration of the enhanced Services or Platform offered by us and other good and valuable consideration herein, you will irrevocably and unconditionally assign to us any and all Intellectual Property Rights that may subsist in those instructions, recommendations or requests.

8.6. 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.

9. CONFIDENTIALITY

9.1 Except for any Survey results, you acknowledge and accept that information relating to Panels and 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.

9.2 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.

9.3. The obligations of confidentiality under this Section 9 shall continue for five (5) years after any expiration or termination of this Agreement.

9.4. Clause 9.2 does not apply to Confidential Information:

a) in the public domain at the time of disclosure or that enters the public domain other than as a result of, either directly or indirectly, any violation of this agreement by the receiving party;

b) rightfully in receiving party’s possession or becomes available to the receiving party on a non-confidential basis as shown by documentation;

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

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

9.5. Clause 9.2 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.

9.6. At any time during or after this Agreement, upon the disclosing party’s written request, the receiving party shall promptly:

a) return or destroy all Confidential Information (including all copies thereof, whether written, electronic, or other forms or media) provided by the disclosing party; and

b) certify in writing that all such Confidential Information has been destroyed.

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 9.6 shall remain subject to the provisions of this Section 9.

10. WARRANTIES

10.1. We will provide the Services hereunder with reasonable care and skill, consistent with good practice in the market research industry, and we will generally comply with the standards set by ISO 20252 (Market, opinion and social research) as applicable to the Services.

10.2. The Services will in all material respects comply with their description in the Order, as applicable during the Project Term. As our sole and exclusive liability and your sole and exclusive remedy for breach of Clause 10.1 and this Clause 10.2, 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.

10.3. You warrant that you shall neither use the Platform, nor any Survey for which invitations have been issued by the Platform, in violation of your obligations in Section 4 or to solicit or recruit any Participant to join any Panel owned or managed by you or a third party.

10.4. You further warrant that you will not use the Services for any non-market research purposes, including, but not limited to, marketing or advertising.

10.5. All our obligations 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.

10.6. 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.

11. INDEMNITIES

11.1. 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 that: (i) you notify us immediately 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.

11.2. If any action is brought against us by a third party either: (i) alleging that our use or possession of Customer Materials infringes a valid Intellectual Property Right of that third party; or (ii) as a result of any act or omission by or on behalf of you in breach of Section 4; you will indemnify and defend us at your expense and pay the costs and damages finally awarded against us in the action and any other costs and expenses incurred as a direct result of such action provided that: (i) we notify you promptly in writing upon becoming aware of such an action; (ii) 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.

11.3. If an action is brought against a party which shall be indemnified in accordance with Clauses 11.1 or 11.2, the indemnifying party shall be entitled at its sole option and sole expense either: (i) to procure for the indemnified party the right to continue (as applicable) using and receiving the 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.

11.4. We shall have no liability to you under Clause 11.1 for that part of the alleged infringement that arises from (i) your or any of your 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.

12. DATA PROTECTION

12.1. Each party will comply with all Data Protection Laws and Codes.

12.2. The provision of Services normally does not create a controller-processor relationship between Cint and you under Data Protection Laws and Codes. If execution of a Project includes additional services that involve processing of Personal Data (e.g., if you would like us to provide Survey hosting services to you, and therefore, we may process Personal Data on your behalf), execution of the Project is conditional upon the parties’ making appropriate contractual arrangements, such as a Data Processing Agreement or EU Standard Contractual Clauses in accordance with the Data Protection Laws and Codes. Until such required contractual obligations have been duly executed, we will not be obligated to perform the Services covered by such a Project.

12.3. If we agree that we will share Participant Data with you, we shall first enter into any contractual obligations, such as EU Standard Contractual Clauses, that may be required to comply with Data Protection Laws and Codes and as otherwise reasonably required for us to protect our (or our licensors) IPR and other rights in such data. Until such reasonable requirements are met, we will not be obligated to share any Participant Data with you. Where we share Participant Data containing Personal Data with you, you shall upon receipt of the Personal Data be the controller of, and solely responsible for, your processing activities.

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 100% of the total amount paid by you to Cint as fees under this Agreement.

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.

13.3. Notwithstanding any other provision of the Agreement, neither party’s liability under or in connection with the Agreement, whether arising in tort (including negligence), breach of statutory duty, contract or otherwise shall be excluded or limited to the extent that it arises in respect of:

a) willful intent;

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

c) fraud or fraudulent misrepresentation;

d) payment of the fees due to us hereunder or 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 11.2; 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 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 at the top of this Agreement, 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 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 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 on thirty (30) days’ prior written notice.

15.3. If you breach your payment obligations pursuant to this Agreement and fail to remedy this default within ten (10) days after the date of a written notice from us, we have the right to terminate this Agreement with immediate effect in its entirety or only in relation to the part for which payment has not been received.

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 further reserve the right to temporarily suspend the provision of any Services if we reasonably suspect unlawful or unethical activity, serious breaches of this Agreement or if we reasonably find 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. 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 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 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 Lucid Holdings, 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 or otherwise transfer your rights or obligations under this Agreement to any third party without our prior written consent. We may assign or transfer this Agreement in whole or in part to any Affiliate, or in the case of restructuring or reorganization or change in ownership of us, to any successor to our business related to this Agreement without your consent, to the extent permitted by law. Should there be a legal requirement for you to provide consent for such an assignment or transfer to become effective, you may not unreasonably withhold or delay your written consent to the assignment, and you will execute any reasonable document prepared by us for this purpose.

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 an 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 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 to minimize the effects of such force majeure event on the performance of its obligations under this Agreement. Neither party shall be in breach of this Agreement, or otherwise liable to the other party, by reason of any delay in performance, or non-performance of any of its obligations caused by a force majeure event. If the delay in performance or non-performance caused by a force majeure event continues for longer than thirty (30) days, either party may terminate this Agreement on notice to the other.

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 have any rights under this Agreement.

DEFINITIONS

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

“Acceptable Completes” means the number of Completes, less Unacceptable Completes identified by us, and the average LOI and average IR calculated for a Project after fieldwork has ended;

“Affiliate” means any business entity which directly or indirectly controls, is controlled by, or is under common control with a party. The term “control,” as used in this definition, means having the power to direct, or cause the direction of, the management and policies of a party, whether through ownership of voting securities, by contract or otherwise;

“Agreement” means these Terms together with the Order;

“Complete” means a single instance of a Participant completing a Survey;

“Confidential Information” means information provided prior to or after the Effective Date, by or on behalf of a disclosing party in relation to the purposes of this Agreement, regardless of whether it is marked as confidential, and including without limitation, Participant Data (as Cint’s Confidential Information), and information disclosed about the disclosing party’s and/or its customers’, suppliers’, and other third parties’ business and marketing plans, strategies and programs, client lists, financial budgets, projections, and results, pricing or payment information, employee lists, technical information, business methods, product and service information (including planned features or modifications), vendor relationships and/or information, and any other information which would reasonably be considered confidential, whether such information is disclosed in tangible or electronic form, orally or visually;

“CPI” or “Cost per Interview” means the fee payable for Sample by you for each Complete;

“Customer Materials” means any materials supplied to Cint by you pursuant to this Agreement;

“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, the U.S. Health Insurance Portability and Accountability Act of 1996, the United States CAN-SPAM Act, the Gramm-Leach-Bliley Act, and the Children’s On-Line Privacy Protection Act and the ethical codes of the Insights Association (www.insightsassociation.org) and ESOMAR (www.esomar.org);

“Intellectual Property Rights” or “IPR” means Participant Data (as Cint’s IPR) and patents, utility models, trade or service marks, copyrights, semiconductor topography rights, rights in databases, design rights, registered designs, unregistered community designs, registered community designs, trade dress, moral rights, publicity or privacy rights, goodwill and all rights or forms of protection of a similar nature or having equivalent or the similar effect to any of them which may subsist anywhere in the world, including applications for registration and any causes of action in relation to any of them;

“IR” or “Incidence Rate” means the percentage of Participants invited to participate in a Survey who qualify for the Survey;

“LOI” or “Length of Interview” means the average length of time in minutes it takes Participants to complete a Survey;

“Order” means an email, purchase order, order confirmation, quote, managed service plan, statement of work or any other written document defining a Project, including any applicable metrics for such a Project, such as Sample size, estimated IR, delivery time, fees and estimated LOI, which is agreed by both parties and is described as an order executed pursuant to this Agreement;

“Panel” means a unique market research panel or other source of Participants;

“Participant” means any individual responding to a Survey, from whom or about data is collected. A participant can be a member of a market research panel, a respondent to a Survey, a data subject (as defined in GDPR), etc.;

“Participant Data” means all data relating to a Participant, including, but not limited to, demographic and profiling data, and any Personal Data, supplied, indexed, or otherwise transmitted to Cint by Supply Partners or provided by Participants to Cint (e.g., questions asked and answered for Survey qualification), including without limitation, any Cint-issued and/or Supply Partner-issued identifiers relating to such Participants transmitted by Cint to you in connection with the Services. For avoidance of doubt, any data collected by you within a Survey as permitted under this Agreement shall not constitute Participant Data, but will belong to you;

“Personal Data” shall have the meaning set out in the GDPR;

“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;

“Project” means a program of market research for which Participants meeting defined criteria are selected to participate in a Survey, or a set of Surveys (e.g., a tracker);

“Project Closure” means, with respect to a Project, the date fieldwork ends;

“Project Start Date” means the start date specified in an Order;

“Project Term” means the Project duration specified in an Order;

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

“Sample” means Participants selected for participation in a Survey;

“Services” means Cint services whereby we provide Participants and execute Sample purchases for your Surveys or other Projects using our Platform, and any other ancillary services, as agreed and specified in the Order;

“Supply Partner” means an entity that: (i) recruits, and obtains consent from and/or enters into contracts with Participants for their participation in Surveys or other research programs, and provides access to such Participants via the Platform; and/or (ii) otherwise maintains a database of potential Participants;

“Survey” means a collection of questions or statements presented online to ascertain the inclinations and/or capabilities of an individual consumer or professional; and

“Terms” means these Managed Services Project Terms;

“Unacceptable Completes” means Completes described in Cint’s Reversal Policy.

Version: 2023:02
Date: 1 October 2023