TERMS AND CONDITIONS FOR THE USE OF IPSOS DIGITAL SITE

(version applicable as of 2023-12-07)

1. Services.

These Terms and Conditions (“Terms”) contains the terms under which 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 its affiliates worldwide (collectively, “Ipsos”), provides services to you as a legal entity (the “Client” or “You” or “Your”) 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. 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.

The Services consist of a web site (the “Site”) owned, operated and developed by Ipsos, through which Ipsos shall make available a database (the "Database") that contains the Client’s data ("the Data") added at 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 the Client (You) in advance, prior to the effective date of such changes. It is Your responsibility to check these Terms periodically for any updates. If the Client continues to use the Site after changes have been posted, this will constitute acceptance and agreement 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.

2. Site Access.

• 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, but limited to people working under the direction of the Client or of any affiliated company of the Client (each an “Authorized User”). You will be fully liable for all actions of Your Authorized User(s) as if these are 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 a Client administrator designated by Client, written notice of which must be provided to Ipsos, and Client will then be responsible for communicating the Access Tool corresponding to each Authorized User. Following the initial set up of the Site, Ipsos may elect 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 usage of the Site. Client is responsible for providing hardware and software and any required equipment to enable the 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 controlling access to the Site only to the Authorized Users through the issuance of such Access Tools. Ipsos shall not be liable for any loss or damage arising from Client’s failure of any kind 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 enabled.
• 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 or functional testing of the Site without express 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.

3. Fees.

The cost of the Services (the "Fees") is listed on the Site and is subject to change based on the Services ordered. Ipsos or an Ipsos affiliate will 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 a validated billing address, you will be invoiced at the date of delivering project results, but no later than five days after starting the project. All invoices are due 30 days from the date of issuance. These payment and invoice terms stated above will not take precedence if you have any Master Service Agreement or any agreement or engagement signed with Ipsos or an Ipsos affiliate that specifies other invoicing and 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.

4. Site use.

Client shall only use the Site in accordance with the 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 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 or attempt to create, by reverse engineering, use of sniffing tools 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; or (v) transmit or otherwise make available in connection with the Site or access to it antivirus, worm, Trojan horse, time bomb, spyware, or other harmful computer code, file, or program.

Client agrees to obtain and pay for all licenses and costs for third-party 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. Unacceptable usage.

You are solely responsible for all Data and are liable for Your Data and the way You collect or distribute Your Data 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 of the project in question. Ipsos may suspend or terminate Your account and any ongoing or in process study at any time without notice for conduct that violates these Terms. Additionally, if You violate these Terms, You may be subject to legal liability and prosecution.

The following is a non-exhaustive list of content and use of the Services that are unacceptable and 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 business entity;
• b) Resell the Services or permit third parties to use the Services without Ipsos’ prior written consent;
• c) Make unauthorized copies of any content in the Services;
• d) Except for legal and valid research purposes, upload Data that contain links to nudity, pornography, adult content, sex, profanity, or foul language;
• e) Collect sensitive personal data, as defined in the General Data Protection Regulation;
• 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 extremely 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 or for obtaining any other competitive knowledge or advantages.

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 us to those specific regulations without our prior written agreement.

If your research project targets to collect and process special categories of personal data*, information that might be very sensitive or offensive to the respondent, any type of media like pictures, videos etc. you must liaise with the Ipsos researcher assigned to you or, in case you don’t have any, please write an email to [email protected] to guide you in implementing such a project. Special project setup will be required by applying a special survey disclaimer (such as a privacy notice) and informed explicit consent for collecting and processing such data, adding a “Prefer not to answer” option to each of such questions and other methods that are deemed necessary

*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.

6. Confidentiality.

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.

7. Right to suspend access to the SITE.

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 8;
• d) misuse, contractual breach or unlawful use by the Client of the Site without prejudice to the provisions of Section 8;
• 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 8;
• 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 1 year and you have no projects launched on your account for more than 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 provide its reasonable efforts to restart the access to the Site as promptly as possible and to mitigate the impact of the 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.

8. Termination and Effect of Termination.

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 Client Content and the Data upon termination of the use of the Site.

Without prejudice to the provisions of Section 7, either party will have the right to terminate these Terms, effective immediately, at any time and without prior notice, if the other party fails either to perform any material obligation or to cure a material breach within fifteen (15) business days of receiving written notice by the non-breaching party to that effect.

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

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, either party's rights under this Terms or at law.

9. Disclaimer

• a) All representations, warranties, conditions, indemnities and guarantees with respect to the Site, whether express or implied, arising by law, custom, prior oral or written statements by Ipsos, its representatives or licensors or otherwise (including, but not limited to any warranty of merchantability or fitness for particular purpose, non-infringement, data accuracy, or system integration) are hereby disclaimed and excluded. This Site is provided “as is” and Ipsos does not warrant that the operation of the Site will be uninterrupted, secure or error-free, that the Site or the servers that make it available are free from viruses or other harmful components, or that all defects in the Site will be corrected. Furthermore, Ipsos makes no representations regarding the use or the results of the use of the Site or any Data made available through the Database in terms of correctness, accuracy, reliability or otherwise. Additionally, nothing contained on this Site shall be construed as providing consult or advice to You. The Client also acknowledges and agrees that the operation of the Site may be dependent upon the proper and effective functioning of the internet and other third-party equipment and services, and Ipsos do not guarantee and will not be liable for these in any way.
• b) The Site may include links to third party web sites as well as content included by users or other third parties authorized to access the Site. Client acknowledges and agrees that Ipsos is not responsible for the availability of such external sites and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites, or for any content posted by users of the Site. Client further acknowledges and agrees that Ipsos shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services that is available on or through any such site or that is posted by any such users.
• c) Ipsos shall not be liable to You for any indirect, incidental, punitive, special or consequential damages, including without limitation, loss of profits, loss of data, loss of goodwill or any other intangible benefit, arising out of, or in connection with your use of the Services and Site, 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. 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 Client under this Agreement with respect to the Services in connection with which the claim arises.
  d) Ipsos may utilize artificial intelligence technologies to enhance and improve the delivery of the Services. By using our services, you acknowledge and agree to the usage of artificial intelligence technologies in the provision of Ipsos Services.

10. Indemnification.

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

11. Ownership; Use of Deliverables

• a) You acknowledges and agree that Ipsos and/or its licensors own all intellectual property rights and all data in the Services, reports, methodologies, its trademarks, the Site, the design and format of the Database, 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 any Data) are also Ipsos intellectual property. Except as expressly stated, these Terms do not grant the Client any rights to the intellectual property rights in, or any other rights or licenses in respect of, the Services, digital platform, methodologies or the reports. Client agrees not to modify, alter, decompile or deface any Ipsos intellectual property used or made available by Ipsos in connection with the Site. Client shall have ownership rights solely to the Data that is input into the Database. The Terms do not convey any right, title or interest in and to the Services (including the Site), except for the license granted in Section 1 above in accordance with the Terms. All other rights are reserved by Ipsos solely.
• b) Client grants to Ipsos a non-exclusive, perpetual, unlimited, worldwide, fully paid-up, 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 or other items (the “Client 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 Client Content, as Ipsos may reasonably request. You, not Ipsos, will have sole responsibility and liability for all Client 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.
• c) You may not use, download, upload, copy, print, display, perform, reproduce, republish, license, post, transmit or distribute any Ipsos intellectual property, including the Ipsos trademarks from the Site in whole or in part without Ipsos prior written permission Furthermore, 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.
• d) You may submit feedback, comments and ideas about the Services, including comments and ideas on how to improve the Services. If You provide feedback to us, all such feedback will be the sole and exclusive property of Ipsos. 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. Ipsos shall have the right to, partly or in full, assign or license the rights acquired under this Section, and shall further have the right to freely use, adapt, amend or otherwise modify the feedback. By submitting feedback, You agree that the disclosure is gratuitous, unsolicited and without restriction and will not place Ipsos under any fiduciary or other obligation, and that Ipsos is free to use the feedback without any additional compensation to You, and/or to disclose the feedback on a non-confidential basis or otherwise to anyone.

12. Use of Deliverables.

In addition, You shall not publish the results of the Services in the Public Domain without the prior written consent of Ipsos.

13. Privacy Policy.

To better understand how Ipsos collects, uses and shares the personal information, please review our privacy policy, which is available at: https://www.ipsos.digital/privacy-policy.

14. Entire Agreement; survival.

These Terms, including items incorporated into them (e.g., https://www.ipsos.digital/privacy-policy) as well as any additional terms or conditions contained on the Site for particular activities, and disclosures provided by Ipsos and consents provided by You on the Site (collectively, the "Entire Agreement"), constitute the entire agreement between Ipsos and You and neither party has relied on any representations made by the other that are not expressly set forth in the Entire Agreement. If any provision of the Entire Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible. Ipsos failure to act with respect to a breach does not waive our right to act with respect to 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.

15. Waiver and Severability.

No waiver shall be effective unless in writing signed by Ipsos waiving its rights hereunder. The failure of Ipsos to exercise or enforce any rights or provisions in these Terms shall not constitute a waiver of such right or provision. If any part or provision of these Terms is found to be unenforceable, such part or provision may be modified to make the Terms as modified legal and enforceable. The balance of the Terms shall not be affected.

16. Independent contractors.

Ipsos is an independent contractor and shall not be deemed a partner, joint-venturer, agent or legal representative of You for any purpose whatsoever.

17. Governing Law.

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.

18. Force Majeure.

Ipsos 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 us.

19. Remedies.

You acknowledge and agree that the unauthorized disclosure or other violation, or threatened violation of Sections 4, 5, 6, 11 and 13 of these Terms may cause Ipsos irreparable damage and that money damages would not be a sufficient remedy for any breach or threatened breach of these Terms. You agree that Ipsos 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 shall be entitled to recover its reasonable attorneys’ fees and expenses incurred in conjunction with such proceedings.

20. Notices.

Notices to You: Ipsos may give You all notices that we are required to give by posting notice 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: Ipsos receive many emails and not all employees are trained to deal with every kind of communication, so You agree to send Ipsos notice by mailing it to digitalplatformcontact [at] ipsos.com.

21. Storage of data.

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