TERMS AND CONDITIONS FOR THE USE OF IPSOS DIGITAL SITE

(version applicable as of 2024-08-13)

PLEASE READ CAREFULLY THESE TERMS AND CONDITIONS (“TERMS”), AS THEIR ACCEPTANCE AND YOUR COMPLIANCE WITH THEM ARE A REQUIREMENT FOR YOU TO BE ABLE TO HAVE ACCESS TO THE SITE AND USE THE SERVICES (EACH AS DEFINED BELOW). EACH TIME YOU [CLICK TO ACCEPT] OR ACCESS THE SITE, YOU ACCEPT THE THEN-CURRENT VERSION OF THESE TERMS WITHOUT MODIFICATION AND IN THEIR ENTIRETY ON BEHALF OF YOURSELF AND THE ENTITY ON WHOSE BEHALF YOU ARE ACCESSING THE SITE AND USING THE SERVICES.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU MAY NOT ACCESS THE SITE OR USE THE SERVICES.

The Ipsos Digital platform https://www.ipsos.digital/ (the “Site”) is managed by Ipsos Digital SRL, a Romanian legal entity with registered office in Pitesti, 42 Craiovei Str., 5th floor, room no. 8, Arges County, Romania, registered with the Trade Registry under number J03/2543/2007, fiscal code 22978967 acting on behalf of itself and any and all of the affiliates and/or subsidiaries of Ipsos SA, a French public limited company, having its registered office at 35, rue du Val de Marne – 75013 Paris, France, with Registration Number 304 555 634 R.C.S. Paris, which is the parent company of Ipsos Group (collectively, “Ipsos”, “Our,” “We,” or “Us”). These Terms (i) govern access to, and use of, the Site, the Services (including the Database, as defined below) and describes how the market research studies/products, made available by Ipsos on the Site (the “Servicesˮ) may be accessed and used through the Site by you as a legal entity or any of your Affiliates (the “Client” or “You” or “Your”) and (ii) refer to and incorporate the Third-Party Policies (as defined below), any other guidelines or policies We may provide You with (the “Ipsos’ Policies”) and any purchasing document and/or order signed between You and Ipsos for the purchase of the Services.The Services are designated and will be performed and provided by Ipsos, through the Site, only to legal entities/corporate customers (and not individuals), as Clients.

For the purpose of these Terms, “Affiliates” shall mean any entity, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, whether incorporated or not, that, directly or indirectly, is controlled by, controls, or is under common control of another entity. "Control" for the purposes of this definition, includes the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise. The Services consist of a database made available by Ipsos through the Site (the “Database”) that contains the Client’s data (the “Data”) added according to the Client’s instruction.

Ipsos reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, including Ipsos’ Privacy Policy or any other applicable policy as the case may be, and We will notify You in advance, prior to the effective date of such changes. It is Your responsibility to check these Terms periodically for any updates. If You continue to use the Site after changes have been posted, this will constitute acceptance and agreement by You of those changes. Provided You comply with these Terms, Ipsos grants You a personal, non-exclusive, non-transferable, limited license to enter and use this Site.

In the event that You, or any of Your Affiliates, have an existing agreement, engagement or any other contractual engagement with Ipsos or any of its Affiliates that is currently in effect (“Agreement”), the provisions of these Terms are intended to complement, not replace, the terms of any such Agreement or contractual engagement. In the event of any conflict between these Terms and the terms of any such Agreement, the terms of the Terms shall prevail over the Agreement with respect to the Services provided through the Site. If no Agreement exists between You (or any of Your Affiliates) and Ipsos, the execution of any Order Form or contractual document by You (or any of Your Affiliates) for the use of the Services or the use of the Services by You (or any of Your Affiliates) confirms Your full and irrevocable acceptance of the Terms. In the event of a conflict between the Terms and any such Order Form or contractual document, the Terms shall take precedence.

• a) The Site will be secured by industry standard security controls. Access to the Site is open to any user that is interested in using the Service and creates an account on the Site. Nevertheless, access to order and acquire Services from the Site by Client’s representatives might be restricted to selected users determined by Client, and limited to people working under the direction of the Client or of any Affiliate of the Client (each an “Authorized User”). You will be fully liable for all actions of Your Authorized User(s) as for Your own. As part of the registration process, Ipsos will create a personal login and password (and/or such other access device determined by Ipsos) (each an “Access Tool”) for each Authorized User allowing access to the Site to order and acquire Services on behalf of the Client. Ipsos may elect to provide the Access Tools to an administrator designated by Client, in which case written notice of such designation must be provided to Ipsos, thus making the Client responsible for communicating the Access Tool corresponding to each Authorized User. Following the initial set up of the Site, Ipsos may choose to provide the user interface for Client to be able to create, modify and revoke the Access Tools for the Authorized Users. The Site and its’ approved content shall remain accessible for the term of Your use of the Site. Client is responsible for hardware and software and any required equipment needed to enable itself’ and it’s Authorized Users access to the Site.
• b) If Ipsos provides Client with (an) Access Tool(s) for Authorized Users, Client shall maintain the confidentiality of all Access Tools and is solely responsible for granting access to the Site only to Authorized Users through the issuance of such Access Tools. Ipsos shall not be liable for any loss or damage arising from Client’s failure to comply with the Terms.
• c) The Site will be subject to the following standard security measures: (i) mandatory renewal of passwords after 6 months; (ii) minimum length of 8 characters for passwords and (iii) password complexity mandatory details.
• d) Client agrees to (i) notify Ipsos immediately in writing of any unauthorized use of any Access Tool, (ii) notify Ipsos immediately in writing if any Authorized User leaves employment at the Client’s organization, so that the Access Tool and any portal permissions corresponding to such person can be deactivated by Ipsos, (iii) cooperate with Ipsos in the event Ipsos identifies any unauthorized access or use of the Site, and (iv) provide reasonable security devices and measures to protect against unauthorized access or use of the Site.
• e) Client shall not perform any external performance, security checks and/or functional testing of the Site without express previous written permission from Ipsos. Client shall not disclose the outcomes of any such performance, security check or functional testing of the Site to any third parties.

The cost of the Services (the "Fees") is listed on the Site and is subject to change based on the ordered Services. Ipsos or any of it’s Affiliates may send You an email containing the final Services’ specifications and a link to the Site where you can add/select billing details and order the Services. If you are an Ipsos client and you select already a validated billing address, you will be invoiced at the date of delivering the project results, but no later than (5) five days after the start of the project. All invoices are due 30 (thirty) days from the date of their issuance. The payment and invoice terms stated above will not take precedence if you have any Agreement signed with Ipsos or any of its’ Affiliates, that specifies other invoicing and/or payment conditions than those including in the Terms. If You add a new billing address or You select a billing address that has not been validated, You must pay with a credit card before launching the project.

Client shall only use the Site in accordance with these Terms, as those may be amended from time to time and notified to You in accordance with the process set out in paragraph 1, and Client shall not use the Site for any fraudulent or unlawful purpose. Client shall not: (i) allow any person or entity, other than its’ Authorized Users, to use or gain access to the Site; (ii) rent, lease, sublicense, distribute, transfer, copy, remove, obscure or modify any Ipsos intellectual property or any other proprietary rights notice made available through the Site or any component thereof; (iii) modify, translate, disassemble, decompile, create and/or attempt to create, by reverse engineering, use of sniffing tools and/or otherwise, the source code from any object code for any software used by Ipsos; (iv) interfere with or disrupt the operation of the Site or access to it; and/or (v) transmit or otherwise make available in connection with the Site or access to it any antivirus, worm, Trojan horse, time bomb, spyware, and/or other harmful computer code, file, and/or program.

Client agrees to obtain and pay for all licenses and costs for Third-Party Services, software and hardware necessary for accessing the Site.

Client acknowledges that the confidentiality of any communication or material transmitted to/from the Site over the Internet or other form of global communication network cannot be guaranteed and that Ipsos is not responsible for the security of any information transmitted to or from the Site.

5.1 Third Party(ies). The Site integrates, and the Services include software, products, and/or services, including artificial intelligence software products and services (“Third-Party Services”), provided by third parties (“Third-Party Providers”), and some parts of our Services may include output derived from and/or in relation to Third-Party Services (“Third-Party Output”). In addition to these Terms, Third-Party Services and Third-Party Output are subject to the policies set forth below and may be subject to additional policies and requirements publicly made available by the applicable Third-Party Provider from time to time (“Third-Party Policies”), as updated by the applicable Third-Party Provider from time to time. Each time You accept these Terms, You hereby accept all then-current Third-Party Policies and represent and warrant to Us that You will comply with all applicable Third-Party Policies (e.g., if you are using Services that include OpenAI Third-Party Services, you will comply with the then-current OpenAI Third-Party Policies). You are solely responsible for monitoring the Third-Party Policies for changes and for monitoring for additional Third-Party Policies made available by the Third-Party Providers.

5.2. Use of the Services and Site Access.

5.2.1. License and User Content. Provided that You comply with these Terms, Ipsos grants You a personal, non-exclusive, non-transferable, non-sublicensable, revocable and limited right to access this Site and use the Services solely for internal business purposes. You may provide information, content, or other data to be processed by the Services (“Input”) and receive information, content, or other data generated and returned by the Services based on the Input (“Output”). Input and Output shall collectively be referred to herein as “User Content”. You are solely responsible for the lawfulness and the compliance with these Terms. You will execute an order form (“Order Form”) for the use of the Services.

You represent and warrant that: (i) You have obtained all the approvals and authorizations required to use such User Content, (ii) You have the right to grant the licenses herein, and (iii) the User Content does not violate any applicable law, privacy rights, publicity rights, trademark rights, copyrights, contract rights and/or any other rights of any person or entity, nor any Ipsos’ Policies or Third-Party Policies.

You hereby grant Ipsos, its Affiliates and the Third-Party Providers a non-exclusive, sublicensable, worldwide, royalty-free license to use, edit, copy, encode, retain, store, archive, distribute, transmit, modify, translate, modify and/or prepare derivative works from the User Content and/or any materials provided by You for the performance of the Services and, for a period of time of up to one (1) year following any expiration and/or termination of these Terms, for the purpose of maintaining the Services (i.e. diagnose issues when malfunctions occur, etc.), conducting performance benchmarks across large language models, providing other Services to You (for clarity, such actions shall be performed without Ipsos or any of its’ Affiliates sharing User Content with other Ipsos customers), and complying with any applicable laws and/or to enforce Ipsos’ Policies and Third-Party Policies. The foregoing may involve sending User Content to Third-Party Providers (subject to these Terms).

Ipsos shall not fine-tune Third-Party Providers models on Inputs You provide to Us on or corresponding Outputs without Your express written consent and Ipsos may not accept any fine-tuning.

6.1. User Content. To the extent permitted by applicable law and as between You and Us, You own User Content. User acknowledges that due to the nature of machine learning, the Services may generate the same or similar output for third parties. You shall not own output generated for third parties and your Output shall not override any of the rights a third party validly holds over its own output.

a) You acknowledge and agree that Ipsos and/or its licensors retain all intellectual property rights and all data within the Services, on the Site and the Database. This includes, but is not limited to, the design and format of the Site and Database; the layout, general appearance, and functionality of the Site, all information and screens displayed on the Site, encompassing design, text, graphics, logos, images, and icons, as well as their arrangement; all technical data related to the Site, including without limitation rights to all software and applications used by Ipsos as part of its production process to build the Site, and all related system and general purpose software used to operate and maintain the Site, including but not limited to specifications, requisitions, algorithms, calculations, tools and methodologies. Furthermore, You acknowledge that certain materials available through the Site and the organization, layout, general appearance, and functionality of the Site (excluding the Data) are also Ipsos intellectual property (collectively, “Ipsos Materials”. Except as expressly stated, these Terms do not grant the Client any rights to the intellectual property rights in Ipsos Materials, or any other rights or licenses in respect of, the Services, digital platform, methodologies or the reports (except the User Content). Client agrees not to modify, alter, decompile or deface any Ipsos intellectual property or Ipsos Materials used or made available by Ipsos in connection with the Site.

b) Except as expressly provided herein, these Terms confer no rights, title, or interest in the intellectual property rights of the Site, the Services, or any Ipsos Materials to you. You are strictly prohibited from using, downloading, uploading, copying, printing, displaying, performing, reproducing, modifying, republishing, licensing, posting, publishing, transmitting, or distributing any Ipsos Materials, in whole or in part, without the prior written consent of Ipsos.

c) Client grants to Ipsos a non-exclusive, perpetual, unlimited, worldwide, royalty-free right and license to use, edit, copy, encode, store, archive, distribute, transmit, modify, translate, render into an audible format, publicly display and publicly perform any materials provided by Client for incorporation into the Site, including, without limitation, trade or service marks, images, illustrations, graphics, images, photographs, illustrations, audio clips, video clips, multimedia files and/or text and any other information, documents, Data, the User Content and the trademarks, service marks, logos and other distinctive brand features of Client (the “Client Trademarks”) in whole or in part via any means, including the Internet, in connection with the creation and operation of the Site. Client will provide ongoing assistance to Ipsos regarding technical, administrative, and service-oriented issues relating to the utilization, encoding, transmission, and maintenance of the User Content, as Ipsos may reasonably request. You, not Ipsos, will have sole responsibility and liability for all User Content and Client Trademarks You use, upload, post or submit to the Site and the Database, including the obligation to obtain any necessary approvals and authorizations required to post such content. Ipsos will not be held liable in any way for any Data that is transferred to the Site by the Client that is in breach of respective applicable privacy and any applicable data protection laws.

d)You shall not use Ipsos’ name, trademarks or logos in the public domain, including, without limitation, in advertising, marketing or promotional materials, press releases or press conferences (collectively, the “Public Domain”) without the prior written consent of Ipsos.

e) Feedback. You may submit feedback, comments, and ideas about the Site or the Services (“Feedback”). If You provide Feedback to Us, this Feedback will be the sole and exclusive property of Ipsos. Such Feedback shall enable Ipsos to operate the Site efficiently and enhance its functionality. You hereby irrevocably assign and transfer to Ipsos all Your right, title, and interest in and to all Feedback including all intellectual property rights therein without restriction or compensation. Ipsos acknowledges that Your Feedback is provided on an “as-is” basis with no warranties of any kind.

You are solely responsible are liable for all Your User Content, Data and the way You collect or distribute Your Data or User Content to third parties. We reserve the right to remove, at our own discretion, any Data from our Site that we believe is in violation of these Terms. Client is solely accountable for the uploaded content. Ipsos reserves the right to delete inappropriate content, close the project in question and remove access to Client on the Site, without reimbursing the Fees related to the applicable project. Ipsos may suspend or terminate Your account and any ongoing or in process study at any time without notice for any conduct that violates these Terms. Furthermore, any violation of these Terms by You may subject You to legal liability and potential prosecution.

The following is a non-exhaustive list of content and use of the Services that are unacceptable and are considered a violation of these Terms:

• a) Use of the Services that violates applicable law; and regulations or in a way that causes, or may cause, harm to the Site, or to any person or commercial entity;
• b) Resell the Services or allow any third parties to use the Services without Ipsos’ prior written consent;
• c) Make unauthorized copies of any content contained by the Services;
• d) Except for legal and valid research purposes, upload Data that contain links to nudity, pornography, adult content, sex, profanity, and/or foul language;
• e) Collect sensitive data as defined under Regulation (EU) 2016/679, the General Data Protection Regulation (GDPR);
• f) Engage in any data mining, data harvesting, data extracting or any other similar activity in relation to this Site, or while using this Site;
• g) Upload, send or store malicious software or tool or Data that condones, promotes, contains, or links to warez, cracks, hacks, their associated utilities, or other piracy related information, whether for educational purposes or not;
• h) Upload Data that violates, misappropriates or infringes any copyrights, trademarks, patents, trade secrets or other intellectual property or other third party rights;
• i) Upload Data that is racist or otherwise offensive to others, including content that aggravates, harasses, threatens, defames or abuses others;
• j) Upload or display Data that exploits images of children under 18 years of age;
• k) Upload binary files or executable code;
• l) Perform vulnerability tests, network scans, penetration tests, or other investigative techniques on our software or Services unless explicitly authorized in writing by Ipsos, at Client’s cost and according to Ipsos requirements.
• m) Record via video, photograph, take screenshots, or otherwise make available the structure of the Services (platform, user interface, etc.) or tutorial videos of Ipsos to third parties.
• n) Purchase, use or access the Services or the Site for the purpose of building a competitive product, service and/or for obtaining any other competitive knowledge and/or other similar or conflicting advantages.
  
  o) Upload or incorporate any personal data into AI features, whether in identifiable forms such as names, email addresses, and phone numbers, or in pseudonymized formats such as respondent IDs, IP addresses, and device IDs.

You are under the obligation to comply with all applicable laws, rules, regulations and/or guidelines including those governing privacy, data protection and spam. Spam includes, without limitation, unsolicited mass e-mail or other messages, promotions, advertising, or solicitations. You agree not to send email messages to any person that has opted out or otherwise objected to receiving messages from You or another sender on whose behalf You may be acting. In other words, You agree not to send any type of spam.

If Your use of the Services requires You to comply with specific regulations, You are the only one responsible for such compliance, unless we agree otherwise in writing. You may not use the Services in a way that would subject Ipsos or any of its’ Affiliates to those specific regulations without Our prior written agreement.

If Your research project involves collecting and processing special categories of personal data*, which may include sensitive or potentially offensive information, or any form of media such as photographs or videos You are required to consult with the assigned Ipsos researcher. If no researcher has been assigned, please contact [email protected] for guidance on how to proceed. The project will necessitate a specialized setup, including the implementation of specific disclaimers (e.g., a privacy notice) and obtaining a prior explicit consent to collect and process such data. Additionally, it is mandatory to provide a 'Prefer not to answer' option for each sensitive question and to implement other necessary protective measures.

*Special categories of personal data are those related to racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, health, sex life or sexual orientation, financial information and identification numbers. Please note that non-EU countries may define additional special categories of personal data than the ones listed above.

Neither party shall disclose any Confidential Information to any third party other than employees, agents and/or independent contractors to whom disclosure is reasonably required provided that such individuals and entities have agreed, under an executed agreement, to keep such information confidential in the same or a substantially similar manner as provided for in the Terms. Neither party will use any Confidential Information except as expressly permitted by, or as required to achieve the purposes of the Terms. Each party will take reasonable security precautions to protect and safeguard the Confidential Information of the disclosing party against any unauthorized use, disclosure, transfer or publication, with at least the same degree of care and precaution as it uses to protect its own Confidential Information of a similar nature, but in no event with less than reasonable care. “Confidential Informationˮ is any information relating to the intellectual property and business practices of either party, whether reduced to writing or other tangible expression, which the disclosing party considers to be proprietary and confidential. Such Confidential Information includes, but is not limited to: (i) information relating to research and development, panelists and panel members, discoveries, improvements, processes, know-how, specifications, samples, notes, patents, copyrights, trademarks, trade names, trade secrets, and patent, trademark and copyright applications; and (ii) business plans, financial information, computer hardware or software, information systems, source code, products, services, costs, sources of supply, strategic plans, advertising and marketing plans, customer lists, sales, profits, pricing methods, project proposals, personnel, and business relationships. Confidential Information shall not include any information which: (i) was already known to the receiving party prior to the time of disclosure by the disclosing party; (ii) is available or becomes generally available to the public other than through a breach of these Terms by the receiving party; (iii) is acquired or received rightfully and without confidential limitation by the receiving party from a third party; (iv) is independently developed by the receiving party without breach of these Terms; or (v) is required to be disclosed by applicable law or court order. If the receiving party becomes legally required to disclose Confidential Information, the receiving party will give the disclosing party prompt advance notice of such requirement and a reasonable opportunity to seek a protective order or other appropriate remedy, and if the disclosing party is still compelled to disclose the Confidential Information, then the receiving party will disclose only that portion of the Confidential Information necessary to ensure compliance with such legal requirement in the opinion of its legal counsel. Notwithstanding the foregoing, You agree Ipsos may expose, reveal, disclose or describe Client’s Confidential Information, including, without limitation, new concepts, products, services, advertising campaigns or designs, to survey respondents ("Concept Testing"). You waive and releases Ipsos from and against all claims resulting from or related to Ipsos’ authorized disclosure of Your Confidential Information to respondents in connection with Concept Testing.

A party shall notify the other party upon discovery of any unauthorized use or disclosure of Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or breach of the Terms.

Ipsos has the right to suspend the access to the Site by the Client, subject to reasonable prior notification of the Client, where technically possible, in the following cases (where technically not possible in advance, such information will be provided after the resolution of the emergency suspension event):

• a) an emergency event requiring, in the reasonable opinion of Ipsos, a suspension to protect its network or a part of the Ipsos’ infrastructure;
• b) scheduled or emergency maintenance;
• c) failure by the Client to pay the Fees in a timely manner without prejudice to the provisions of Section 10;
• d) misuse, contractual breach or unlawful use by the Client of the Site without prejudice to the provisions of Section 10;
• e) failure of hardware, software or other equipment provided by the Client and used in connection with the Site without prejudice to the provisions of Section 10;
• f) the suspension is required by any applicable laws, regulations or by a court decision.
• g) If you have not accessed the Site for more than one (1) year and you have no projects launched on your account for more than one (1) year, Ipsos might inactivate your account. In this case, you won’t be able to log back in. In case of inactivation, your Data and projects remain in the Database and can be made available to you if you request reactivation of your account. For being able to log in again, you have to send an email to [email protected] requesting the reactivation of your account. This email will also be necessary in the process of validation of your email account.

Ipsos will use commercially reasonable efforts to grant you access to the Site as promptly as possible and to mitigate the impact of such suspension.

Ipsos will use commercially reasonable efforts to ensure the Services’ availability. Ipsos will not be liable for: (a)   downtime; or (b) any unavailability caused directly or indirectly by circumstances beyond Ipsos reasonable control, including without limitation, (i) force majeure events; (ii) Internet service provider or public telecommunications network failures or delays, or denial of service attacks; (iii) a fault or failure of Your or a user’s computer systems or networks; or (iv) any breach by You, or by any Authorized User of the Terms.

Ipsos has the right to terminate any access to the Site if the Client does not use the Site in accordance with the Terms. Ipsos has no obligation to retain the User Content and the Data upon termination of the use of the Site.

Without prejudice to the provisions of Section 9, Ipsos will have the right to termination, effective immediately, at any time and without prior notice, if You fail either to perform any material obligation or to cure a material breach within fifteen (15) business days of receiving written notice by Ipsos to that effect.

Ipsos will have the right to terminate these Terms, at any time and provided that a prior written notice is sent to You , if You become insolvent, a (voluntary or involuntary) request to be subject to an insolvency/bankruptcy procedure has been registered with the competent courts and/or authorities on Your behalf of or against You and/or if such a proceeding has already been instituted on behalf or against You.

In addition, Ipsos may terminate these Terms, without cause upon ten (10) business days prior written notice to the Client. Termination of these Terms will not affect the ongoing Services, the Services being performed by Ipsos and paid by the Client.

The termination provisions set out in this section are not exclusive and are in addition to, and not in limitation of Ipsos rights under this Terms or at law.

The Site and the Services (including Outputs) are provided to You on a “AS IS”, “AS AVAILABLE” AND “WHERE-IS” basis, and You use them entirely at your own risk. Except to the extent prohibited by applicable law, Ipsos and its licensors make no representations, warranties or guarantees with respect to the Site or the Services, whether express, implied, statutory or otherwise, and hereby disclaim all warranties including, but not limited to, any warranty of merchantability, satisfactory quality, or fitness for a particular purpose, non-infringement, data accuracy, or system integration. Ipsos does not warrant that the operation of the Site or the Services will be uninterrupted, secure, or error-free, that the Services, the Site or the servers that make it available are free from viruses or other harmful components, that defects in the Site or the Services will be corrected or that any User Content will be secure or not lost or altered. Ipsos and its licensors makes no warranty, express or implied, statutory or otherwise, as to the accuracy, reliability, completeness or otherwise of any information, data, text and content included in the Outputs, including accuracy of the results, availability, suitability, reliability, or content of any information made available throughout the Site or provided through the Services.

Given the probabilistic nature of the artificial intelligence models, the use of the Services may in some situations result in incorrect or biased Output. The Services cannot dynamically retrieve information, and Outputs may not account for events or changes to underlying facts occurring after the Third-Party Provider’s models were trained. You shall analyze, audit, fact-check, test, scan, and otherwise evaluate all Output as appropriate for Your use case, including by using human review of the Output.

Additionally, nothing contained on the Site or in the Outputs shall be construed as providing consultation or advice of any kind to You.

You also acknowledge and agree that the operation of the Site may be dependent upon the proper and effective functioning of the internet connection and other third-party equipment and services, and Ipsos do not guarantee and will not be liable for internet connection and other third-party equipment and services in any way.

The Site and the Services include Third-Party Services and Third-Party Output. Ipsos does not endorse and is not responsible or liable for any Third-Party Services, Third-Party Output, content, advertising, products, or other materials on or available from such Third-Party Services or for any User Content.

Ipsos and its licensors shall not be liable to You or Your Affiliates for any kind of claims, demands, liabilities, expenses, damages or other costs arising out of or in connection with any act or omission related to the activities contemplated under these Terms, including Your access to the Site, use of the Services or User Content, third-party content, or any submissions to or from the Site. Without limitation of the foregoing, Ipsos shall not be liable to You for any indirect, incidental, punitive, special or consequential damages, including loss of profits, loss of data, loss of goodwill or any other intangible benefit, arising out of or in connection with any act or omission related to the activities contemplated under these Terms, whether or not Ipsos was advised of the possibility of such damage and whether based in breach of contract, tort, or any other theory at law or in equity. In any case, the total aggregate liability of Ipsos for all claims made by You under or in connection with this Agreement shall not exceed 125% of the amount of Fees paid by You for the Services in connection with which the claim arises.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

You agree to defend, indemnify and hold Ipsos or any of its’ Affiliates, together with their respective officers, directors, owners, contractors, employees and/or agents harmless from any and all claims, losses, damages, suits, fines, levy’s and/or costs (including reasonable attorney's fees and expert witness’ costs, including costs associated with in-house counsel) and expenses of any kind, (collectively "Claims"), arising from or related to Your (or Your Affiliates) use of this Site and any content You place on this Site, including Claims made by third parties. You agree that Ipsos or any of its’ Affiliates have the unlimited right to defend and to settle any third-party Claim without Your prior permission. You agree to provide Ipsos or any of its’ Affiliates with all reasonable assistance in the defense of any such third-party Claim. Notwithstanding the foregoing and at Ipsos’ or any of its Affiliates, sole and absolute discretion, upon notice to You, You shall undertake the defense of such indemnifiable Claim at Your own expense.

You are prohibited from publishing the results of the Services in the Public Domain without obtaining the prior written consent of Ipsos.

For a comprehensive understanding of how Ipsos processes personal data of the Authorized Users and other visitors/users, that is collected in relation to the operation and management of the Site as well as to all auxiliary activities necessary to carry out the main activity of the Site, please refer to our Privacy Policy, which is accessible at: https://www.ipsos.digital/privacy-policy.

These Terms, including any documents incorporated herein (e.g., https://www.ipsos.digital/privacy-policy), as well as any additional terms or conditions posted on the Site for specific activities, and any disclosures made by Ipsos and consents provided by you via the Site (collectively, the "Entire Agreement"), constitute the full and exclusive understanding and agreement between Ipsos and You. Both parties affirm that they have not relied upon any representations or statements not expressly included in the Entire Agreement. Should any provision of the Entire Agreement be deemed invalid by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, ensuring that the risk allocation herein is enforced to the maximum extent permissible. Ipsos’s failure to enforce any right or provision in the event of a breach shall not constitute a waiver of such right or provision for subsequent or similar breaches.
In case You or your affiliate have a Master Service Agreement or any agreement or engagement signed with Ipsos or an Ipsos affiliate that is in force, then the provisions of these Terms complement the provisions of such Master Service Agreement or any agreement or engagement signed with Ipsos or an Ipsos affiliate. In case of conflict between the Terms and the Master Service Agreement or any agreement or engagement signed with Ipsos or an Ipsos affiliate, then the provisions of the Master Service Agreement or any agreement or engagement signed with Ipsos or an Ipsos affiliate shall prevails.

No waiver by Ipsos of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by Ipsos. The omission by Ipsos to exercise, or delay in exercising, any of its rights or remedies under these Terms shall not constitute a waiver of such rights or remedies. Should any provision of these Terms be held unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties as originally expressed. The remainder of these Terms shall remain in full force and effect.

Ipsos or any of its’ Affiliates are considered as an independent contractor and shall not be deemed a partner, joint-venturer, agent and/or legal representative of You for any purpose whatsoever.

These Terms and any dispute or claim arising out of or in connection with these Terms or their subject matter (including non-contractual disputes or claims) are subject to Romanian law and will subject to the exclusive jurisdiction (to the benefit of Ipsos) of the competent courts of law of Bucharest.

Ipsos or any of its’ Affiliates will not be liable for any delay or failure to perform any obligation under the Terms where the delay or failure results from any cause beyond our reasonable control, including labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, including if such event(s) applies to a subcontractor to Ipsos.

You acknowledge and agree that the unauthorized disclosure and/or other violation or threatened violation of Sections 2, 4, 6, 7, 8, 13 and 14 of these Terms may cause Ipsos or any of its’ Affiliates irreparable damage and that monetary damages would not be a sufficient remedy for any such breach or threatened breach of these Terms. You agree that Ipsos or any of its’ Affiliates will be entitled to specific performance and injunctive or other equitable relief prohibiting You from any such disclosure, attempted disclosure, violation or threatened violation without the necessity of proving damages or furnishing a bond or other security, in addition to any other rights and remedies available in law. Ipsos or any of its’ Affiliates, shall be entitled to recover its reasonable attorneys’ fees and expenses incurred in conjunction with such proceedings.

Notices to You: Ipsos may give You any notices posting on this Site. You also agree that Ipsos may give notice by email in its own discretion, including notice of subpoenas or other legal process (if any). Ipsos may provide notice to any email or other address that You provide during registration. You agree to keep Your address current and to check for notices posted on the Site.

Notices to Ipsos: digitalplatformcontact [at] ipsos.com.

Ipsos may delete any draft projects (projects that have not yet been launched), including any or all associated data of such projects, after a certain period of time, i.e. 6 months, if a project has been created as a draft, but not launched for 6 months after creation.

Headings and captions used in these Terms are for reference purposes only and will not have any effect on the interpretation of these Terms. Instances of the word “including” in these Terms shall be deemed to mean “including, without limitation”, where applicable.