OfferJuice

Terms and Conditions

PUBLISHER AND AFFILIATE SERVICES AGREEMENT

This publisher and affiliate services agreement (this "Agreement") is effective as of the date last signed by a party to this Agreement (the "Effective Date") made by and agreed to between Survey Sampling International, LLC, a limited liability company formed in accordance with the laws of the State of Delaware, USA, with its principal place of business located at 6 Research Drive, Shelton, Connecticut 06484 USA ("SSI") and you the company identified below ("Publisher" or "You" and SSI and Publisher shall be referred to herein individually each as a "Party" and collectively as the "Parties"). SSI has developed a performance based marketing program for affiliates and publishers to promote certain types of offers for SSI and/or SSI's clients (the "Program"). The activities of the affiliates and publishers are intended to drive traffic through certain marketing, promotional, and/or advertising activities and campaigns (e.g., email marketing, text/SMS marketing, co-registration/co-sponsorship, online ad display, and endorsement/testimonial/blog marketing, etc.) as permitted by SSI. The Program will enable Publisher to accept certain offers and to promote, advertise, and market the offers, in accordance with this Agreement and the terms set forth in each applicable offer.

  1. Participation in the Program; Program Terms.
    1. The Program Generally. During the term of the Agreement, Publisher may accept to perform certain marketing and advertising activities and services connected to or related to certain offers (e.g., survey recruitment, panel recruitment, etc.) from or through SSI. The offers may be for SSI or for SSI's clients. The marketing and advertising services may include, without limitation, online banner ad display, email marketing, SMS/text message marketing, co-registration/co-sponsorship marketing, and/or blog/testimonial/endorsement marketing (collectively the "Services"). The specific terms for each offer shall be as set forth in an offer available through the Program and/or through a work order, purchase order, or insertion order (collectively referred to herein as a Work Order). The form of each Work Order shall be as provided by SSI and each Work Order is incorporated herein and made a part hereof. In addition, the parties may exchange emails or other communications regarding the Services and the Services agreed upon in connection with such emails or other communications shall be subject to the terms of this Agreement, even if a formal Work Order is not executed and the email exchange(s) shall be considered to be a Work Order hereunder. This Agreement together with all Work Orders shall be referred to hereinafter as the "Agreement".
    2. Updated Information. Publisher agrees to provide SSI with updated information of Publisher, of any Sub-Publishers (as defined herein) and about the Services (including, without limitation, information and documentation to enable SSI to review and approve certain activities). SSI reserves the right to review and approve all aspects of the Services to be performed in connection with this Agreement and Publisher shall fully cooperate with all requests from SSI in connection with such review and approval process.
    3. Prohibited Activity. Neither Publisher nor any Sub-Publisher may engage in any activity, whether with SSI or with any consumer, that may be misleading, deceptive, or fraudulent, or constituting a lack of good-faith and fair dealings. If SSI determines, in its sole discretion, that Publisher and/or any Sub-Publisher has acted in a misleading, deceptive, or fraudulent manner or in a manner that does not constitute acting in good-faith and fair dealings or that is in breach or violation of the terms of this Agreement, SSI may, in addition to any and all other remedies, withhold, and refuse to pay, any compensation that may otherwise have been due and owing to Publisher and suspend or terminate this Agreement and/or any Work Order.
    4. Privacy Policy Compliance. Publisher and each Sub-Publisher must conspicuously post a privacy policy on all websites utilized by Publisher and/or each Sub-Publisher for interacting with, and interfacing with, consumers to be recruited or sourced by or through Publisher and/or each Sub-Publisher. Each privacy policy must comply with Applicable Laws (as defined herein) and must accurately and fully disclose how Publisher and/or each applicable Sub-Publisher collects, processes, stores, transfers, and disposes of personal data or personally identifiable information ("PII") and each consumer's or individual's right(s) to access, review, update, and/or delete personal data or PII.
    5. Tracking Code.
      1. Publisher and each Sub-Publisher agrees to maintain an SSI provided tracking code to ensure proper tracking of all leads, conversions, completed activities, and/or other similar or related activity resulting or relating from individuals sourced by or through Publisher and each applicable Sub-Publisher. Publisher hereby further agrees that SSI is not, and will not be, liable or responsible for any errors or issues in connection with the SSI provided tracking code, which fail to properly, accurately, or completely track such leads, conversions, completed activities, and/or other similar or related activity resulting from or relating to individuals sourced by or through Publisher and each applicable Sub-Publisher. In the event of any such issues or errors, SSI will estimate the payment due and owing to Publisher and such payment shall be final and binding. Publisher agrees that the parties shall rely on the reporting/tracking system utilized by SSI to track and report on the performance of the Services and the data recorded by SSI's reporting/tracking system shall be final and binding.
      2. Publisher shall be provided with a limited, non-transferrable, non-sub-licensable, revocable license to access SSI's tracking and reporting tools and support services, if any, solely for the purpose of tracking Publisher's Services to: (i) ensure compliance with the terms of this Agreement and each Work Order, (ii) performance of the Services, and (iii) ensure proper invoicing/billing. Upon receipt of notice from SSI or termination of this Agreement, Publisher's limited license shall immediately terminate.
    6. Publisher's Account. Publisher agrees that Publisher is solely liable and responsible for all usage and activity in connection with Publisher's account and for loss, theft, or unauthorized use or disclosure of Publisher's account access information, other than as caused by or through SSI's grossly negligent acts or omissions or willful misconduct. In the event that Publisher receives or has any notice of any actual or potential misuse of, or unauthorized activity in connection with, Publisher's account, or of any loss, theft, or unauthorized use or disclosure of Publisher's account access information, Publisher will provide SSI with immediate written notice.
    7. Changes to a Work Order. All changes to the Services shall be set forth in a new or modified Work Order, which shall be subject to the review and approval of the authorized representatives of each party.
    8. SSI Property. All content and/or material provided by SSI to Publisher for use in performing the Services ("SSI Property") are and will remain the sole and exclusive property of SSI and will only be used for and in connection with the Services. SSI Property may not be modified or altered without the prior express written consent of SSI. SSI grants a limited, non-transferrable, non-sub-licensable, revocable license to use SSI Property solely for the performance of the Services under a Work Order and for no other purpose. Publisher agrees that it will protect and secure the SSI Property from unauthorized use and/or disclosure using commercially reasonable practices, methods, and procedures. In the event of the unauthorized use and/or disclosure of any SSI Property by Publisher and/or any Sub-Publisher, Publisher will provide SSI with immediate written notice. Publisher and each Sub-Publisher will not use the SSI Property in a manner that may cast SSI or SSI's client(s) in a negative or unfavorable position or light.
    9. Subcontracting.
      1. If the Publisher is an affiliate network, Publisher may, without providing prior written notice to, and without receiving prior written consent from, SSI, subcontract the performance of the Services, whether in whole or in part, to any third party or third person. Publisher is and will be responsible for ensuring that Publisher's suppliers, publishers, Publishers, and/or affiliates (each a "Sub-Publisher" and collectively the "Sub-Publishers") comply with this Agreement. The breach of this Agreement by any Sub-Publisher is, and will be classified as, a breach of this Agreement by Publisher. Publisher agrees it has entered, or will enter, into a written contract with each Sub-Publisher, which contains terms that are the same or substantially similar to those contained in this Agreement and which prohibit Sub-Publishers from subcontracting the Services.
      2. If the Publisher is not an affiliate network, Publisher may not, without providing prior written notice to, and without receiving prior written consent from, SSI, subcontract the performance of the Services, whether in whole or in part, to any third party or third person. Publisher is and will be responsible for ensuring that Publisher's suppliers, publishers, Publishers, and/or affiliates (each a "Sub-Publisher" and collectively the "Sub-Publishers") comply with this Agreement. The breach of this Agreement by any Sub-Publisher is, and will be classified as, a breach of this Agreement by Publisher. Publisher agrees it has entered, or will enter, into a written contract with each Sub-Publisher, which contains terms that are the same or substantially similar to those contained in this Agreement and which prohibit Sub-Publishers from subcontracting the Services.
    10. Non-Solicitation. If the Services involve activities performed for or in connection with an SSI client project, Publisher agrees: (i) that Publisher and/or each Sub-Publisher will only communicate with SSI in connection with each such project, regardless of whether Publisher and/or any Sub-Publisher have a separate business relationship with SSI's client; and (ii) Publisher will not, directly or indirectly, solicit or attempt to solicit SSI's client for or in connection with such project.
    11. Work Product. As between SSI and Publisher and/or any Sub-Publisher, SSI does and will own all right, title, and interest in and to all deliverables and/or work product delivered and/or created by or on behalf of Publisher in connection with this Agreement, including, without limitation, all reports and survey data ("Work Product") and Publisher and each Sub-Publisher hereby agree to execute any and all documents to effectuate the assignment to SSI of any right(s) they may have in and to Work Product.
    12. Collection of Personal Information by SSI. All personal information collected or received by SSI from individuals sourced by or on behalf of Publisher and/or any Sub-Publisher in connection with the Services shall be subject to SSI's privacy policy. Upon termination of this Agreement and/or any offer or order, SSI will not be required or obligated to remove from the SSI panel(s), and/or delete or erase any data collected from, the individuals sourced by or through Publisher and/or the Sub-Publishers.
    13. Third Party Material. Publisher agrees it will not, without the prior express written consent of SSI, use any proprietary and/or confidential material or information, and/or intellectual property, of any third party ("Third Party Materials") in the performance of the Services or the creation of the Work Product. Publisher is liable and responsible for obtaining and maintaining all appropriate licenses and consents for the use of Third Party Materials, including, without limitation the right for SSI and/or SSI's clients to use, sublicense, and distribute the Third Party Material in connection with SSI's and/or SSI's clients normal business operations.
    14. Email Marketing Services.
      1. Publisher and each Sub-Publisher shall ensure that the addresses on its email lists are entirely "opt-in," meaning that the email recipient has consented, in accordance to Applicable Laws (as defined herein), and has not subsequently revoked consent.
      2. Neither Publisher nor any Sub-Publisher will use any list that has been purchased, leased, or licensed from a third party without the prior express written consent of SSI, which consent may be withheld, conditioned, delayed, or denied in SSI's sole discretion.
      3. Neither Publisher nor any Sub-Publisher shall perform the Services using email addresses that have been gathered or collected in any automated process, harvesting, or screen scraping, or as the result of any random email generation system or software.
      4. Publisher and each Sub-Publisher shall maintain an internal do not email list and shall perform an email scrub against such list immediately prior to sending or transmitting any emails in connection with the Services.
      5. Upon request from SSI, Publisher shall provide SSI with all information requested by SSI to verify and validate the email lists, including, without limitation, information on how the email lists were created, evidence of opt-in consent, copies of applicable privacy policies, etc.
      6. Neither Publisher nor any Sub-Publisher shall transmit or send emails containing offers for SSI or SSI's clients through open proxies, from email or internet protocol addresses registered through fraud or false pretenses, or through any means in violation of an internet service provider's policies. Upon SSI's request, Publisher shall promptly provide a full list of domain names, routing information, and IP addresses that will be, or are being, or were, used to send emails in connection with the Services. In the event that Publishers and/or any Sub-Publisher's internet protocol addresses or domain names are mass-blocked or black-listed, Publisher will immediately provide written notice to SSI and SSI may terminate this Agreement.
      7. For all emails sent in connection with the Services, Publisher or the applicable Sub-Publisher shall be the sender of the emails and Publisher or the Sub-Publisher(s) shall comply with all requirements imposed upon a sender of emails under Applicable Laws.
      8. Publisher agrees on behalf of Publisher and each Sub-Publisher that emails sent in connection with the Services shall comply with the following requirements:
        1. All header and footer information must be accurate and not contain any false, misleading, or deceptive information or content. The foregoing includes all information related to the sender of the email communication, which must identify Publisher or the applicable Sub-Publisher as the sender of the emails.
        2. Emails must not use any false or deceptive information or content in the subject line. The subject line of an email distributed in connection with the Services must accurately reflect the content of the email message. If the email contains an advertisement, then the subject line must reflect and communicate that the email contains an advertisement.
        3. Within the body of the email, in a separate, stand-alone paragraph, apart from the footer or any opt-out language, and in font that is the same color and in the same size and font-type or style as the text used in the body of the email, the Publisher and each Sub-Publisher must identify that the email recipient is receiving this email communication from the Publisher or the Sub-Publisher, as the case may be, as a result of the email recipient opting in or otherwise agreeing to receive communications from the sender of the email.
        4. Emails distributed in connection with the Services must include a valid physical postal address for Publisher or the Sub-Publisher, as applicable.
        5. Emails distributed in connection with the Services must include a clear and conspicuous explanation of how email recipients can opt-out of receiving emails from Publisher or the Sub-Publisher in the future. The opt-out notice must be easy for an ordinary person to recognize, read, and understand. The opt-out process must not require the email recipient to disclose or provide any personal data, other than the email recipient's email address, to effectuate the opt-out request.
        6. Opt-out requests should be processed by Publisher or Sub-Publisher, as applicable, in accordance with Applicable Laws.
    15. Suppression Lists. Publisher will, and will ensure that all Sub-Publishers, process, administer, and implement all suppression lists provided by, or on behalf of, SSI, in accordance with Applicable Laws and the instructions provided by SSI. Publisher agrees, on behalf of Publisher and each Sub-Publisher, as follows:
      1. All personal information contained within suppression lists provided by SSI constitute SSI's confidential information subject to the terms set forth herein.
      2. Publisher and/or each Sub-Publisher will only use the personal information contained in suppression lists for the purpose of scrubbing Publisher's and/or any Sub-Publisher's lists to exclude individuals who have opted out from receiving email communications from SSI and/or SSI's clients.
      3. All personal information contained within suppression lists will be transferred, protected, and secured using appropriate administrative, technical, and physical safeguards and practices to protect against any unauthorized access to, or transfer, disclosure, or use of, the personal information.
      4. when the personal information contained in the suppression lists is of or about individuals located in any member state of the European Union ("EU"), the European Economic Area ("EEA"), or Switzerland, all transfers or exporting of personal data shall comply with all Applicable Laws.
      5. Publishers and/or Sub-Publishers will delete suppression lists within one (1) week of mailing. Additionally, upon request from SSI or upon the termination of this Agreement, whichever occurs first, Publisher will, and will cause all Sub-Publishers to, destroy and/or delete and erase all suppression and all personal information contained therein or derived therefrom and to cause a duly authorized representative of Publisher to certify compliance with the requirements set forth in this sub-section.
      6. Publisher and each Sub-Publisher will scrub against their lists within the period prescribed by Applicable Laws.
    16. Failure to Deliver Services. If a Publisher and/or any Sub-Publisher fails to deliver, by the end of the applicable term or period set forth in a Work Order, the total number of survey completes, actions, deliverables, and/or leads identified in the applicable Work Order, SSI may, in addition to any other remedy available to it, require at its sole option, that Publisher and/or any Sub-Publisher: (1) refund to SSI any amounts paid by SSI to Publisher and/or any Sub-Publisher for the undelivered survey completes, actions, deliverables, and/or leads; (2) provide additional survey completes, actions, deliverables, and/or leads, up to the amount paid by SSI for the undelivered survey completes, actions, deliverables, and/or leads by Publisher and/or any Sub-Publisher, at no cost and expense; and (3) agree to extend the period for performance under the applicable Work Order.
    17. Evidence of Consent for Communications. In connection with the Services, Publisher and/or Sub-Publishers may send, transmit, or make certain communications, including, without limitation, SMS/Text messages, telephone calls, and/or email communications, to individuals who have consented to receive such communications from Publisher and/or each Sub-Publisher. For the purpose of this Section, all references to "Consent" shall refer to the consent required by Applicable Laws (e.g. single opt-in consent, double opt-in consent, etc.). In the event that SSI receives a complaint or demand letter asserting that an individual received a communication sent or distributed in connection with the Services without the Consent of the individual, Publisher will, and will ensure that each applicable Sub-Publisher will, (i) immediately, no later than three (3) business days following notice from SSI, provide SSI with evidence of the Consent received or obtained from the individual(s) (including evidence of each Consent where double opt-in Consent is required); and (ii) fully cooperate with SSI in its attempts to resolve the complaint, including, without limitation, contacting and communicating with the complaining individual(s).Publisher agrees that evidence of Consent shall be in writing and shall contain all required information (e.g. full name, email address, IP address (where permitted), date stamps for each consent, etc.) to demonstrate valid Consent.
    18. Influencer Marketing. In the event that the Services include or involve the Publisher and/or any Sub-Publisher providing any endorsements, recommendations and/or testimonials for SSI and/or any of its products, services, and/or brands, Publisher acknowledges and agrees, on behalf of Publisher and each Sub-Publisher, that such Services shall be performed in accordance with the following requirements/terms:
      1. Disclosures:
        1. Disclosures should be close to the claims to which they relate;
        2. Disclosures should be in a font that is easy to read;
        3. Disclosures should be in a shade or color that stands out against the background;
        4. For video ads, disclosures should be on the screen long enough to be noticed, read, and understood;
        5. For audio disclosures, disclosures should be read at a cadence that is easy for consumers to follow and in words consumers can understand;
        6. For video ads, disclosures should not be placed solely in the description box or bio;
        7. For video ads, disclosures should be in multiple locations of the video to account for longer videos/content;
        8. For video ads, disclosures should not be at the end of the video;
        9. Disclosures that are made in both audio and video are more likely to be noticed by consumers and provide effective disclosures;
        10. Disclosures should not be hidden or buried in footnotes or viewable through clicking on a disclosure hyperlink;
        11. Disclosures should be made in the language that the endorsement, testimonial, etc. is made in;
        12. Disclosures should be clear, conspicuous, and prominent;
        13. Disclosures should not be misleading or deceptive;
        14. Disclosures regarding any connections between SSI and the Publisher and/or Sub-Publisher, which might materially affect the weight or credibility of the endorsement, testimonial, etc., need to be made and need to be clearly and conspicuously made;
        15. For disclosures on social media platforms where space or character usage is limited, shortened or abbreviated disclosures can be used (e.g., starting a tweet with "#Ad:," "Sponsored," "Promotion," or "Paid Ad.").
        16. Neither Publisher nor any Sub-Publisher should make any statements about trying or using a product or service unless the Publisher and/or Sub-Publisher have actually tried or used the product or service.
      2. If a Publisher and/or any Sub-Publisher are managing a network of third party influencers, then the Publisher and/or each Sub-Publisher must have a compliance and monitoring program in place to ensure that the third-party influencers are: (a) complying with Applicable Laws, (b) not acting in violation of the terms of this Agreement and/or any Work Order, and (c) that disclosures are being made in compliance with the requirements and terms set forth in this Agreement.
      3. Each party or person making any endorsement, recommendation, testimonial, and/or other influencer marketing must be at least eighteen (18) years of age or older;
      4. No endorsements, recommendations, testimonials and/or other influencer marketing will contain or include any deceptive, misleading or inaccurate statements or information regarding or relating to the product or service that is the subject matter of the endorsement, recommendation, testimonial, or other influencer marketing, including, without limitation, the testing and use of such product or service.
      5. Each party or person making any endorsement, recommendation, testimonial, and/or other influencer marketing must be, and must remain, in full compliance with the terms of use/terms and conditions and privacy policy for any and all websites used by such person or party in connection with such activities.
      6. Each party or person making any endorsement, recommendation, testimonial and/or other influencer marketing shall comply with Applicable Laws, including, without limitation, any and all guidelines, regulations, and codes published or promulgated by any government agency or department, including, without limitation, as applicable, the U.S. Federal Trade Commission's Guidelines on the use of Endorsements and Testimonials in Advertising, as amended from time to time.
    19. Approval Process. Publisher agrees to submit to SSI for its review and approval, prior to the performance or launch of the Services under each Work Order and at any time following the commencement of the Services under any Work Order, any and all content and/or materials intended to be used, transmitted, played, displayed, and/or distributed by or on behalf of Publisher and/or any Sub-Publisher in connection with the Services, including, without limitation, email templates, blog content, and testimonials/endorsements. SSI's review and approval of any content and/or materials provided or supplied by Publisher for review does not and will not release or relieve Publisher and/or any Sub-Publisher from compliance with the terms, representations, warranties, obligations, and requirements set forth herein. The requirements of this Section do not and will not apply to SSI Property that is used by Publisher and/or any Sub-Publisher in the original form or format in which it was provided by SSI.
    20. Seedling a List. Publisher acknowledges and agrees, for itself and for each and every Sub-Publisher engaged by or on behalf of Publisher, that SSI reserves the right to seed any email and/or other communication distribution list (e.g., telephone, SMS/Text message, etc.) and in no event shall SSI be liable or responsible to Publisher and/or any Sub-Publisher for any fees or costs arising out of or related to such seeding by SSI.
    21. Banner Ad Display. In the event that the Services involve the display of any banner or website advertising copy or content, Publisher agrees, on behalf of itself and each and every Sub-Publisher, as follows:
      1. the banner or website advertising copy or content shall be prominently displayed on each and every applicable website(s) utilized by Publisher and/or any Sub-Publisher in the performance of the Services;
      2. all banner or website advertising copy or content shall strictly comply with all requirements regarding size, placement and content, as such requirements are set forth in a Work Order; and
      3. Except with the prior express written consent of SSI, which consent shall be granted, denied, withheld, conditioned, or delayed in SSI's sole discretion, Publisher agrees that it will not, and it will not permit or allow any Sub-Publisher to, make any changes or modifications to any website(s) used in connection with the performance of the Services, if such changes or modifications: (a) materially change the target audience for the advertising copy or content, (b) affect the size or placement of any advertising copy or content, or (c) would cause Publisher and/or any Sub-Publisher to be in breach or violation of any term, representation, warranty, obligation, or requirement set forth herein.
    22. No Manipulation of Links. Publisher agrees, on behalf of Publisher and each Sub-Publisher, that neither Publisher nor any Sub-Publisher will manipulate, modify, or alter any links provided by SSI for use in connection with the Services.
    23. Responsibility for Marketing Websites. Publisher is solely responsible for, and SSI hereby expressly disclaims all liability for, the development, operation, and/or maintenance of, and for all costs associated with, Publisher's website(s) and any content thereon (excluding any SSI Property). Publisher shall ensure that neither Publisher's website(s) nor any website of or for any Sub-Publisher, shall, in any way, copy or resemble the look and feel of, or create the impression that, it is the website of, or a part of a website of, an SSI website(s) or any website(s) of or for any client of SSI.
    24. Mobile Advertising. For advertisements or offers in connection with the Services that are to be distributed on wireless or mobile devices (e.g., cell phones, tablets, etc.), Publisher hereby expressly agrees, on behalf of Publisher and each Sub-Publisher, as follows:
      1. The Services and the activities of Publisher and each Sub-Publisher shall comply with Applicable Laws regarding marketing to wireless devices;
      2. The Services and the activities of Publisher and each Sub-Publisher shall comply with all rules, terms, and policies of the wireless service provider and the maker(s) of the wireless device and operating system running on such device;
      3. The Services and the activities of the Publisher and each Sub-Publisher shall not install any software, cookies, or applications on the device(s) of users without the express affirmative consent of the user; and
      4. Publisher and each Sub-Publisher shall provide such data and information as may be requested by SSI from time to time.
    25. EU/GDPR Privacy Compliance. The Parties hereby expressly agree to the terms of the EU Data Sharing Addendum and the Controller-to-Controller Standard Contractual Clauses set forth in Exhibit A to this Agreement, which exhibit is incorporated into, and made a part of, this Agreement.
  2. Representations and Warranties. Publisher represents, warrants, and covenants, on behalf of Publisher, and each and every Sub-Publisher, that:
    1. the Services will be performed in a professional and workmanlike manner and in accordance with: (a) all applicable international, national, provincial, federal, state, and/or local laws, codes, and regulations, including, without limitation, any laws, codes, and/or regulations pertaining to data security/privacy, cookies or similar technology, personal information, telemarketing, electronic communications, commercial emails, competition, online marketing and/or advertising, consent and opt-out requirements, and the CAN-SPAM Act (as applicable) ("Applicable Laws"); (b) all generally accepted professional industry standards and practices applicable to the Services and Publisher's and SSI's respective industries; and (c) the terms of this Agreement and each Work Order.
    2. all individuals sourced in connection with the Services have agreed to receive emails and/or other communications from Publisher and/or each Sub-Publisher, of the type and nature intended to be transmitted or distributed by or on behalf of Publisher and/or each Sub-Publisher in connection with the Services.
    3. all rights, licenses, permits and consents necessary to comply with this Agreement, and to perform any obligations hereunder, are and will be properly obtained and maintained throughout the Term (as defined herein).
    4. the Services, all Work Product, and all content or material provided or used by or on behalf of Publisher and/or any Sub-Publisher in connection with the Services (excluding any SSI Property) do not and will not infringe, misappropriate, or otherwise violate the intellectual property, proprietary, and/or privacy right(s) of any third party or third parties.
    5. the website(s) (including third party websites) used by Publisher and/or the Sub-Publishers in connection with the Services do not, and will not, advertise, market and/or promote, and/or otherwise contain or include, any illegal, obscene, pornographic, violent, abusive, harassing, defamatory, and/or libelous content, material, and/or information, and do not and will not introduce or distribute any viruses, worms, harmful code, and/or Trojan horses.
    6. the performance of the Services do not, and will not, cause a breach of the terms of any other agreement entered into by Publisher and/or any Sub-Publisher.
    7. the execution and delivery of this Agreement have been duly authorized by all requisite corporate action.
    8. all personal information processed, used, and/or transferred or transmitted by Publisher and/or any Sub-Publisher in connection with the Services is and will be collected, processed, stored, and transferred or transmitted in accordance with: (a) all required consents, authorizations, and/or approvals; (b) the privacy policy consented to by, or presented to, the data subjects at the time of the collection of their personal information or in accordance with the privacy policy to which the data subjects have subsequently provided their consent; and (c) Applicable Laws.
    9. if the Services involve a co-registration or co-sponsorship program, campaign, or service, (1) said program, campaign, or service shall comply with Applicable Laws, (2) individuals shall receive adequate disclosures and notices regarding the services or offers provided through SSI, including, without limitation, the sharing and use of personal information, and (3) the individuals have expressly consented or agreed to receive, access, or participate in the services or offers offered by or through SSI.
    10. Neither Publisher nor any Sub-Publisher is currently under any order or investigation by any international, provincial, national, federal, state, and/or local government, regulatory agency or department, or law enforcement organization or agency and Publisher will provide SSI with immediate written notice in the event that Publisher and/or any Sub-Publisher becomes subject to any such order or investigation.
  3. Confidentiality. Except as permitted in this Section, each party agrees not to disclose any confidential information provided or supplied by one party to the other party in connection with this Agreement to any third party without the prior express written consent of the disclosing party. The term "Confidential Information" shall include, without limitation, all information (oral and/or written) and documentation (a) marked or identified as being confidential and (b) that a reasonable person should identify as being of a confidential nature. Receiving party will only disclose Confidential Information to those of its employees, subcontractors, publishers, and/or agents who have a need to know and use the Confidential Information and who have been instructed on the restrictions and obligations with respects to Confidential Information. All Confidential Information received in connection with this Agreement will only be used for the purpose(s) for which it was disclosed and no other purpose(s). Upon termination of this Agreement, receiving party shall return and/or delete and erase all Confidential Information, including all originals, copies, and derivative works created therefrom, in whatever form or format. The term of confidentiality shall continue during the Term and for a period of one (1) year thereafter.
  4. Payment Terms.
    1. The fees for the Services shall be set forth in each Work Order. All fees and expenses are exclusive of any tax, including, without limitation, use, sales, and/or value-added tax. If SSI is required to reimburse Publisher for any tax, Publisher will separately invoice SSI, however, the failure to invoice SSI for tax when due shall relieve and release SSI from any responsibility for such tax payment. Unless otherwise set forth in a Work Order, Publisher shall invoice SSI on a monthly basis. All undisputed invoices shall be paid within sixty (60) days following the date SSI receives the applicable undisputed invoice.
    2. In the event SSI rejects any Action (as defined below) sourced in connection with the Services or rejects an individual sourced through the Services prior to the individual registering an Action, Publisher will, in SSI's sole discretion, either (1) replace, at no cost to SSI, the rejected Action(s) or sourced individual(s), or (2), in SSI's sole discretion, provide a refund or a credit to SSI in the amount of the fees paid by SSI to Publisher for the rejected Action(s) or sourced individual(s). SSI's acceptance of and/or payment for an Action(s) or sourced individual(s) does not and will not limit, restrict, or prohibit SSI from subsequently rejecting the Action(s) or sourced individual. SSI may reject any Action for any reason, including, without limitation, speeding, fraud, duplicates, the creation of additional Actions through Fraudulent traffic generation, impression spam, illegal activity, a violation of SSI's terms and conditions, or any other action or conduct of the sourced individual and/or the Publisher and/or any Sub-Publisher(s) deemed unacceptable by SSI and/or SSI's client(s). The term "Action" includes, without limitation: (1) a survey complete, (2) registration for a panel or community, and (3) the submission or delivery of any action, deliverable, and/or lead by Publisher and/or any Sub-Publisher in accordance with the terms of this Agreement and the applicable Work Order(s).
    3. SSI may in its sole discretion modify or alter the fees for the Services under any Work Order, at any time, upon providing five (5) days prior written notice. In the event that Publisher refuses to accept or rejects the modified or alter fees for the Services under any Work Order, SSI may terminate the Work Order immediately and Publisher shall immediately cease performing the Services under the terminated Work Order and SSI shall pay Publisher for all Services performed under the terminated Work Order up to the effective date of termination for the Work Order.
    4. SSI hereby reserves the right to withhold, and refuse to pay, any compensation for any fraudulent leads, conversions, or completed actions, including, without limitation, multiple leads or conversations from the same individual, entity, or IP address, or leads, conversions or other completed activity from employees, agents, and/or representatives from or of Publisher and/or any Sub-Publisher, and/or any of its or their parents, subsidiaries, and/or affiliates.
  5. Term; Termination; Suspension.
    1. The term of this Agreement shall commence on the Effective Date and shall continue until terminated as set forth herein (the "Term"). Either party may, upon five (5) business days prior written notice, terminate this Agreement and/or any Work Order in the event of a breach of a material term or obligation of this Agreement and/or any Work Order by the other party, provided that such breach is not cured or otherwise remedied within the five (5) business day period. SSI may terminate this Agreement and/or any Work Order with or without cause, for any reason or no reason, upon ten (10) calendar days' prior written notice to Publisher. The foregoing rights of termination shall be in addition to any and all other rights and remedies available to the terminating party.
    2. Upon the termination or expiration of this Agreement and/or each Work Order, all licenses shall immediately cease and terminate, Publisher will cease using all SSI Property, Publisher will deliver all Work Product to SSI (regardless of the state or stage of completion), and each party will comply with its obligations to return and/or delete and/or erase Confidential Information. The terms and provisions of this Agreement and/or a Work Order that by their scope and nature should survive the expiration or termination of this Agreement and/or a Work Order do and will so survive.
    3. SSI may, upon providing written notice to Publisher, suspend performance of the Services under any Work Order or all Work Orders, for any reason or no reason, with or without cause.
  6. Indemnification; Limitations on Liability.
    1. Indemnification. Publisher will indemnify, defend, and hold harmless SSI, its parents, subsidiaries, and affiliates and each of their respective members, managers, shareholders, directors, officers, employees and agents from and against any and all claims, demands, damages, injuries, liabilities, losses, actions, proceedings, awards, fines, judgments, penalties, and costs and expenses of any kind, including, without limitation, reasonable attorneys' fees and court costs, arising out of, related to, or caused by, directly or indirectly: (i) the breach or other violation of this Agreement by Publisher, any Sub-Publisher, and/or any of their respective employees, agents, representatives, and/or subcontractors; (ii) the negligent acts or omissions of, or willful misconduct by, Publisher, any Sub-Publisher, and/or any of their respective employees, agents, representatives, and/or subcontractors; (iii) any violation of Applicable Laws by Publisher, any Sub-Publisher, and/or any of their respective employees, agents, representatives, and/or subcontractors; and/or (iv) any reward, incentive, and/or sweepstakes program operated or conducted by or on behalf of Publisher and/or Sub-Publisher.
    2. Limitations on Liability. SSI IS NOT LIABLE OR RESPONSIBLE TO PUBLISHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, AND LOST BUSINESS) REGARDLESS OF WHETHER EITHER PARTY IS INFORMED OF THE POSSIBILITY THAT THE SAME MAY EXIST. SSI'S TOTAL AGGREGATE LIABILITY TO PUBLISHER SHALL BE LIMITED TO, AND WILL NOT EXCEED, THE AMOUNT OF ANY FEES RECEIVED BY PUBLISHER FROM SSI IN CONNECTION WITH THE WORK ORDER FOR WHICH LIABILITY FIRST AROSE.
  7. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter covered herein, and cancels, replaces and supersedes any other terms and agreements between the parties with regard to the subject matter covered herein, whether prior or contemporaneous, written or oral. This Agreement may be modified only in writing, signed by an authorized representative of each party. Publisher will not assign or transfer this Agreement, in whole or in part, without the prior express written consent of SSI. This Agreement shall be binding upon the parties, their successors, and permitted assigns or transferees. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, USA, without regard to any portion of any choice of law principles (whether those of the state of New York USA, or any other jurisdiction) that might provide for the application of a different jurisdiction's law. All claims or disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction and venue of the state or Federal courts located in New York County, New York USA. Failure by either party, at any time, to enforce any obligation or breach by the other, shall not constitute a waiver of the particular breach or any subsequent breach or of either party's rights or remedies hereunder. SSI and Publisher are independent contracting parties and nothing herein shall be deemed to make either party the agent or legal representative of the other or shall give either party the authority to act for, or to bind, the other party in any respect. Except as provided herein, neither party will: (i) use the name(s), trademark(s), logo(s) or other identifying mark(s) of the other party, in any sales, advertising, marketing, promotional, or publicity activities or materials; or (ii) issue any press release(s), interview(s) or make any other public statement(s) regarding this Agreement and/or the parties' business relationship; without the prior express written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or denied. Each Party shall be excused for failures and delays in performance caused by war, civil war, riots or insurrections, laws, proclamations, ordinances or regulations of any federal, state, or local government; or strikes, floods, fires, explosions, or other circumstance beyond the reasonable control and without the fault of such Party. The parties hereby expressly agree that this Agreement is prepared in the English language and that the Parties hereby expressly waive any legal requirement for this Agreement to be drafted in any other language and any translation of this Agreement is unofficial and for convenience purposes only.

SSI:

Signature:__________________
Print Name:_________________
Title:______________________

Subcontractor:

Signature:__________________
Print Name:_________________
Title:______________________
Company Name:_______________
Company Address:____________
____________________________
____________________________



EXHIBIT A

EU DATA SHARING ADDENDUM

This EU Data Sharing Addendum (the "Addendum") is Between Survey Sampling International, LLC at 6 Research Drive, Shelton, Connecticut 06484 USA ("SSI").

AND

You the publisher engaged by SSI ("Publisher").

Collectively referred to as "the Parties", each "the Party".

WHEREAS:

  1. Publisher provides SSI with Personal Data relating to individuals pursuant to the agreement entered between the Parties ("Services");
  2. This Addendum sets out data protection, security and confidentiality requirements with regard to the Processing of Personal Data (as defined in this Addendum) disclosed to SSI by Publisher for the purpose of performing the Services;

NOW, THEREFORE, the Parties agree as follows:

  1. Definitions. When used in this Addendum, the following terms have the following meaning:
    1. "Applicable Law" means all laws and regulations applicable in the European Union ("EU") relating to the confidentiality, security and protection of Personal Data, including, without limitation: EU Data Protection Directive 95/46/EC, as repealed by the General Data Protection Regulation 2016/679 ("GDPR") with effect from 25 May 2018 and EU Member State laws supplementing the GDPR; EU Directive 2002/58/EC, as amended or replaced from time to time, including laws regulating the use of cookies and other tracking means as well as unsolicited direct marketing communications ("e-Privacy rules"); EU Member State laws regulating security breach notification and imposing data security requirements;
    2. "Data Controller" means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data;
    3. "Data Processor" means the entity which processes Personal Data on behalf of the Data Controller;
    4. "Data Security Measures" means technical and organizational measures that are aimed at ensuring a level of security of Personal Data that is appropriate to the risk of the Processing, including protecting Personal Data against accidental or unlawful loss, misuse, unauthorized access, disclosure, alteration, destruction, and all other forms of unlawful data Processing, including measures to ensure the confidentiality of Personal Data;
    5. "Data Subject" means an identified or identifiable natural person to which the Personal Data pertain;
    6. "Personal Data" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
    7. "Processing" means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
    8. "Sensitive Data" means Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetic data, biometric data, data concerning health, sex life or sexual orientation.
  2. Roles and Responsibilities of the Parties.
    1. The Parties acknowledge and agree that each of them is acting as a separate Data Controller in its own right with regard to their respective Processing of Personal Data they share under this Addendum. Publisher acknowledges and agrees that it is solely and exclusively responsible for determining the purposes and means of the disclosure of Personal Data to SSI, as described in the Annex A to this Addendum. In addition, the Parties are entering into Standard Contractual Clauses for controller-to-controller transfers, which are set forth in Annex B to this Addendum.
    2. Each Party agrees to process Personal Data in accordance with its obligations under Applicable Law respectively.
    3. Publisher represents and warrants that it:
      1. Complies with Applicable Law in obtaining the Personal Data from lawful sources and discloses the Personal Data to SSI lawfully. Publisher shall inform SSI promptly of any change of Applicable Law which prohibits Publisher to provide the Services lawfully, in which case SSI is entitled to suspend the disclosure of Personal Data and to terminate the Services and this Addendum without further notice;
      2. Ensures that Data Subjects have been provided with appropriate information regarding the disclosure of their Personal Data to third parties, such as SSI, and to the extent required by Applicable Law have consented to such data disclosure and further Processing of their Personal Data for market research purposes by third parties;
      3. Maintains records of any collected consents from Data Subjects and is able to provide such records of consents to SSI upon request, and to communicate to SSI promptly any consent withdrawal of Data Subjects;
      4. Ensures that the lists of Personal Data it provides to SSI do not contain Sensitive Data;
      5. Maintains appropriate Data Security Measures in accordance with Applicable Law to protect Personal Data against accidental or unauthorized destruction, alteration, disclosure or access;
      6. Will not respond to any inquiry, complaint, request or claim from a Data Subject concerning SSI's data practices in the context of the Services and will promptly forward any such request to SSI. This includes any Data Subject request for access, deletion, correction, restriction, objection, portability and consent withdrawal under Applicable Law.
  3. Indemnification. Publisher agrees to hold SSI and its parents, subsidiaries, and affiliates harmless and fully indemnify SSI and its parents, subsidiaries, and affiliates and its and their officers, employees, directors and agents from, and, at the indemnified party's option, defend against, any and all claims, losses, liabilities, damages, costs and expenses, including third-party claims, demands, reasonable attorneys' fees, consultants' fees and court costs (collectively, "Claims"), to the extent that such Claims arise from, or may be in any way attributable to (i) any violation by Publisher of its obligations under this Addendum or other violation of Applicable Law, in particular with regard to the lawfulness of sharing Personal Data Processed under this Addendum with SSI or its affiliate; (ii) the negligence, gross negligence, bad faith, or intentional or willful misconduct of Publisher or its personnel in connection with obligations set forth in this Addendum; and (iii) Publisher's use of any Data Processor or other third parties in providing the Services or relating to Publisher's performance under this Addendum.
  4. Modification. This Addendum may only be modified by a written amendment signed by each of the Parties.
  5. Conflicts. In case of a conflict between this Addendum and any other agreements made between the Parties with regard to the Processing of Personal Data in the context of the Services, this Addendum shall prevail.


ANNEX A

SCOPE OF DATA DISCLOSURE

This Annex forms part of the Data Sharing Addendum between SSI and Publisher.

I. The disclosure concerns the following categories of Data Subjects:

Recruits for joining or participating in offers through SSI and its subsidiaries and affiliates world-wide.



II. The disclosure concerns the following categories of Personal Data:

unique identification numbers
gender
first name
last name
email address



III. The disclosure takes place for the following purpose(s):

Publisher provides SSI with unique identification numbers and associated data for the following purposes:

  1. Sourcing individuals to participate in or sign-up for offers available through SSI and its affiliates and subsidiaries world-wide.
  2. Facilitate the data subjects registering for the offers described in 1 above.
  3. Communicating with the data subjects in connection with the offers described in 1 above.


ANNEX B

EU STANDARD CONTRACTUAL CLAUSES

(CONTROLLER TO CONTROLLER DATA TRANSFERS)

Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)


Data transfer agreement

between

you the Publisher engaged by the Data Importer and/or its subsidiaries and affiliates

hereinafter "Data Exporter"

and

Survey Sampling International, LLC
6 Research Drive
Shelton, Connecticut 06484 USA
A limited liability company formed under the laws of the State of Delaware, USA

hereinafter "Data Importer"

each a "party"; together "the parties".

Definitions

For the purposes of the Clauses:

  1. 'Personal Data', 'special categories of data/sensitive data', 'process/processing', 'controller', 'processor', 'Data Subject', and 'Supervisory Authority/Authority' shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby 'the Authority' shall mean the competent data protection authority in the territory in which the data exporter is established);
  2. 'the Data Exporter' shall mean the controller who transfers the Personal Data;
  3. 'the Data Importer' shall mean the Controller who agrees to receive from the Data Exporter, Personal Data for further processing in accordance with the terms of these Clauses and who is not subject to a third country's system ensuring adequate protection;
  4. 'Clauses' shall mean these Contractual Clauses, which are a free-standing document that does not incorporate commercial business terms established by the Parties under separate commercial arrangements.

The details of the transfer (as well as the Personal Data covered) are specified in Annex B, which forms an integral part of the Clauses.

  1. Obligations of the Data Exporter
    The Data Exporter warrants and undertakes that:
    1. The Personal Data have been collected, processed, and transferred in accordance with the laws applicable to the Data Exporter.
    2. It has used reasonable efforts to determine that the Data Importer is able to satisfy its legal obligations under these Clauses.
    3. It will provide the Data Importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the Data Exporter is established.
    4. It will respond to enquiries from Data Subjects and the Authority concerning processing of the Personal Data by the Data Importer, unless the Parties have agreed that the Data Importer will so respond, in which case the Data Exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the Data Importer is unwilling or unable to respond. Responses will be made within a reasonable time.
    5. It will make available, upon request, a copy of the Clauses to Data Subjects who are third party beneficiaries under Clause III., unless the Clauses contain confidential information, in which case it may remove such information. Where information is removed, the Data Exporter shall inform Data Subjects in writing of the reason for removal and of their right to draw the removal to the attention of the Authority. However, the Data Exporter shall abide by a decision of the Authority regarding access to the full text of the Clauses by Data Subjects, as long as Data Subjects have agreed to respect the confidentiality of the confidential information removed. The Data Exporter shall also provide a copy of the Clauses to the Authority where required.
  2. Obligations of the Data Importer
    The Data Importer warrants and undertakes that:
    1. It will have in place appropriate technical and organisational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.
    2. It will have in place procedures so that any third party it authorises to have access to the Personal Data, including processors, will respect and maintain the confidentiality and security of the Personal Data. Any person acting under the authority of the Data Importer, including a data processor, shall be obligated to process the Personal Data only on instructions from the Data Importer. This provision does not apply to persons authorised or required by law or regulation to have access to the Personal Data.
    3. It has no reason to believe, at the time of entering into these Clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these Clauses, and it will inform the Data Exporter (which will pass such notification on to the Authority where required) if it becomes aware of any such laws.
    4. It will process the Personal Data for purposes described in Annex B, and has the legal Authority to give the warranties and fulfil the undertakings set out in these Clauses.
    5. It will identify to the Data Exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the Personal Data, and will cooperate in good faith with the Data Exporter, the Data Subject and the Authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the Data Exporter, or if the Parties have so agreed, the Data Importer will assume responsibility for compliance with the provisions of Clause I.(e).
    6. At the request of the Data Exporter, it will provide Data Exporter with evidence of financial resources sufficient to fulfil its responsibilities under Clause III. (which may include insurance coverage).
    7. Upon reasonable request of the Data Exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the Data Exporter (or any independent or impartial inspection agents or auditors, selected by the Data Exporter and not reasonably objected to by the Data Importer) to ascertain compliance with the warranties and undertakings in these Clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the Data Importer, which consent or approval the Data Importer will attempt to obtain in a timely fashion.
    8. It will process the Personal Data, at its option, in accordance with:
      1. the data protection laws of the country in which the Data Exporter is established; or
      2. the Relevant Provisions - "Relevant Provisions" means those provisions of any authorization or Decision except for the enforcement provisions of any authorization or Decision (which shall be governed by these Clauses). - of any Commission Decision pursuant to Article 25(6) of Directive 95/46/EC, where the Data Importer complies with the relevant provisions of such an authorization or Decision and is based in a country to which such an authorization or Decision pertains, but is not covered by such authorization or Decision for the purposes of the transfer(s) of the Personal Data; - However, the provisions of Annex A.5 concerning rights of access, rectification, deletion and objection must be applied when this option is chosen and take precedence over any comparable provisions of the Commission Decision selected. - or
      3. the data processing principles set forth in Annex A.

        Data Importer to indicate which option it selects: (iii)

        Initials of Data Importer:  Data Importer     
    9. It will not disclose or transfer the Personal Data to a third-party Data Controller located outside the European Economic Area (EEA) unless it notifies the Data Exporter about the transfer and
      1. the third-party Data Controller processes the Personal Data in accordance with a Commission decision finding that a third country provides adequate protection, or
      2. the third-party Data Controller becomes a signatory to these Clauses or another data transfer agreement approved by a competent authority in the EU, or
      3. Data Subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which Data is exported may have different data protection standards, or
      4. with regard to onward transfers of sensitive data, Data Subjects have given their unambiguous consent to the onward transfer.
  3. Liability and Third Party Rights
    1. Each Party shall be liable to the other Party for damages it causes by any breach of these Clauses. Liability as between the Parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each Party shall be liable to Data Subjects for damages it causes by any breach of third party rights under these Clauses. This does not affect the liability of the Data Exporter under its data protection law.
    2. The Parties agree that a Data Subject shall have the right to enforce as a third party beneficiary this Clause and Clauses I.(b), I.(d), I.(e), II.(a), II.(c), II.(d), II.(e), II.(h), II.(i), III.(a), V., VI.(d), and VII. against the Data Importer or the Data Exporter, for their respective breach of their contractual obligations, with regard to his Personal Data, and accept jurisdiction for this purpose in the Data Exporter's country of establishment. In cases involving allegations of breach by the Data Importer, the Data Subject must first request the Data Exporter to take appropriate action to enforce his rights against the Data Importer; if the Data Exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the Data Subject may then enforce his rights against the Data Importer directly. A Data Subject is entitled to proceed directly against a Data Exporter that has failed to use reasonable efforts to determine that the Data Importer is able to satisfy its legal obligations under these clauses (the Data Exporter shall have the burden to prove that it took reasonable efforts).
  4. Law Applicable to the Clauses
    These Clauses shall be governed by the law of the country in which the Data Exporter is established, with the exception of the laws and regulations relating to processing of the Personal Data by the Data Importer under Clause II.(h), which shall apply only if so selected by the Data Importer under that Clause.
  5. Resolution of Disputes with Data Subjects or the Authority
    1. In the event of a dispute or claim brought by a Data Subject or the Authority concerning the processing of the Personal Data against either or both of the Parties, the Parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
    2. The Parties agree to respond to any generally-available non-binding mediation procedure initiated by a Data Subject or by the Authority. If they do participate in the proceedings, the Parties may elect to do so remotely (such as by telephone or other electronic means). The Parties also agree to consider participating in any other arbitration, mediation, or other dispute resolution proceedings developed for data protection disputes.
    3. Each Party shall abide by a decision of a competent court of the Data Exporter's country of establishment or of the Authority which is final and against which no further appeal is possible.
  6. Termination
    1. In the event that the Data Importer is in breach of its obligations under these Clauses, then the Data Exporter may temporarily suspend the transfer of Personal Data to the Data Importer until the breach is repaired or the contract is terminated.
    2. In the event that:
      1. the transfer of Personal Data to the Data Importer has been temporarily suspended by the Data Exporter for longer than one month pursuant to paragraph a);
      2. compliance by the Data Importer with these Clauses would put it in breach of its legal or regulatory obligations in the country of import;
      3. the Data Importer is in substantial or persistent breach of any warranties or undertakings given by it under these Clauses;
      4. a final decision against which no further appeal is possible of a competent court of the Data Exporter's country of establishment or of the Authority rules that there has been a breach of the Clauses by the Data Importer or the Data Exporter; or
      5. a petition is presented for the administration or winding up of the Data Importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the Data Importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs
      then the Data Exporter, without prejudice to any other rights which it may have against the Data Importer, shall be entitled to terminate these Clauses, in which case the Authority shall be informed where required. In cases covered by i), ii), or iv) above the Data Importer may also terminate these Clauses.
    3. Either Party may terminate these Clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the Data Importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.
    4. The Parties agree that the termination of these Clauses at any time, in any circumstances and for whatever reason (except for termination under Clause VI(c)) does not exempt them from the obligations and/or conditions under the Clauses as regards the processing of the Personal Data transferred.
  7. Variation of these Clauses
    The Parties may not modify these Clauses except to update any information in Annex B, in which case they will inform the Authority where required. This does not preclude the parties from adding additional commercial clauses where required.
  8. Description of the Transfer
    The details of the transfer and of the Personal Data are specified in Annex B. The Parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under Clause I.(e). The Parties may execute additional Annexes to cover additional transfers, which will be submitted to the Authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.


ANNEX A

DATA PROCESSING PRINCIPLES

  1. Purpose limitation - Personal Data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the Data Subject.
  2. Data quality and proportionality - Personal Data must be accurate and, where necessary, kept up to date. The Personal Data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.
  3. Transparency - Data Subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the Data Exporter.
  4. Security and confidentiality - Technical and organisational security measures must be taken by the Data Controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the Data Controller, including a processor, must not process the data except on instructions from the Data Controller.
  5. Rights of access, rectification, deletion and objection - As provided in Article 12 of Directive 95/46/EC, Data Subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the Data Exporter. Provided that the Authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the Data Importer or other organizations dealing with the Data Importer and such interests are not overridden by the interests for fundamental rights and freedoms of the Data Subject. The sources of the Personal Data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data Subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these Principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment, or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A Data Subject must also be able to object to the Processing of the Personal Data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the Data Importer, and the Data Subject may always challenge a refusal before the Authority.
  6. Sensitive Data - The Data Importer shall take such additional measures (e.g., relating to security) as are necessary to protect such Sensitive Data in accordance with its obligations under Clause II.
  7. Data used for Marketing Purposes - Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the Data Subject at any time to ‘opt-out' from having his data used for such purposes.
  8. Automated Decisions - For purposes hereof ‘Automated Decision' shall mean a decision by the Data Exporter or the Data Importer which produces legal effects concerning a Data Subject or significantly affects a Data Subject and which is based solely on automated processing of Personal Data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The Data Importer shall not make any Automated Decisions concerning Data Subjects, except when:
      1. such decisions are made by the Data Importer in entering into or performing a contract with the Data Subject, and
      2. the Data Subject is given an opportunity to discuss the results of a relevant Automated Decision with a representative of the party making such decision or otherwise to make representations to that party.

    1. Or

    2. Where otherwise provided by the law of the Data Exporter.


ANNEX B

DESCRIPTION OF THE TRANSFER


Data Subjects
The Personal Data transferred concern the following categories of Data Subjects:
(i) Individuals to join or participate in offers through Data Importer and its subsidiaries and affiliates world-wide.

Purposes of the transfer[s]
The transfer is made for the following purposes:
Data Exporter provides Data Importer with unique identification numbers and associated data for the following purposes:

  1. Sourcing individuals to participate in or sign-up for offers available through Data Importer and its affiliates and subsidiaries world-wide.
  2. Facilitate the data subjects registering for the offers described in (i) above.
  3. Communicating with the data subjects in connection with the offers described in (i) above.

Categories of data
The Personal Data transferred concern the following categories of data:

unique identification numbers
gender
first name
last name
email address

Recipients
The Personal Data transferred may be disclosed only to the following recipients or categories of recipients:

  1. Data Importer and its subsidiaries and affiliates;
  2. Third Party Service Providers for Fraud Services, Data Storage, Data Validation/Verification and Technology Providers.
  3. Other parties or categories of parties identified in Data Importer's privacy policy

Sensitive Data (if appropriate)
The Personal Data transferred concern the following categories of Sensitive Data:
None

Data protection registration information of Data Exporter (where applicable)

Additional useful information (storage limits and other relevant information)

Contact points for data protection enquiries

Data Importer

Ashlin Quirk
General Counsel and Data Protection Officer
Survey Sampling International, LLC
6 Research Drive
Shelton, CT 06484 USA

Ashlin.quirk@surveysampling.com