PureSpectrum Supplier Addendum

We may amend these terms and conditions by posting the revised terms on the company website. You are responsible, and agree, to check for any changes on each occasion before using the PureSpectrum Technology.

This PureSpectrum Addendum is incorporated and forms a part of a PureSpectrum Master Supplier Agreement.

1 Definitions.

Definitions. In this Agreement:

1.1 “Supplier Materials” means any information provided by Subscription Users under Supplier’s Access Credentials or Collected by PureSpectrum in order to support Supplier’s use of the PureSpectrum Subscription.

“Personnel” means an entity’s employees, contractors and agents.

“PureSpectrum API” means PureSpectrum’s online application programming interface which enables Supplier to create software that can access and interface with the PureSpectrum Technology through software calls and processes.

“PureSpectrum” or “PureSpectrum Technology” is PureSpectrum’s proprietary technology.

“PureSpectrum Subscription” means a subscription to the PureSpectrum Technology designated in an Economic Terms Addendum.

“PureSpectrum Subscription Term” means the period of time during which a PureSpectrum Subscription will be made available to Supplier as set forth in an Economic Terms Addendum.

“Respondent” means an individual directed to PureSpectrum for the purpose of being offered survey research opportunities conducted by third party market research companies, consultants, brands and others.

 

2 Access to PureSpectrum.

2.1 Authorized users. At the start of a PureSpectrum Subscription Term, PureSpectrum will provide Supplier with a unique username(s), password, and API token (together, the “Access Credentials”). The Access Credentials enable the following “Subscription Users” to access PureSpectrum under Supplier’s PureSpectrum Subscription:

(a) Supplier and its Personnel (the “Supplier Subscription Users”).

2.2 Authorized use. Supplier will ensure that only its Subscription Users will be permitted to access and use the PureSpectrum Subscription under Supplier’s Access Credentials.

3 Use requirements.

3.1 Acceptable use policy. Supplier shall comply with all limitations and usage restrictions applicable to the PureSpectrum Technology as set forth in the PureSpectrum Documentation or an Economic Terms Addendum.

3.2 Technical requirements. Supplier is solely responsible for meeting any technology requirements set forth in the PureSpectrum Documentation or an Economic Terms Addendum. Failure to meet such requirements may impair the proper functioning of PureSpectrum.

4 PureSpectrum Subscription.

4.1 PureSpectrum Technology performance. Subject to Supplier’s compliance with this Agreement, during the applicable PureSpectrum Subscription Term, PureSpectrum will make available the PureSpectrum Subscription to Supplier and its Subscription Users in accordance with this Agreement.

4.2 PureSpectrum License. Subject to this Agreement, PureSpectrum grants to Supplier a worldwide, non-exclusive, non-transferable license (the “PureSpectrum License”) for the duration of the PureSpectrum Subscription Term to:

(a) access and use the PureSpectrum Subscription and enable the Subscription Users to access and use the PureSpectrum Subscription, solely to the extent necessary.

(b) use and reproduce a reasonable number of copies of the PureSpectrum Documentation solely to support Supplier’s use of the PureSpectrum Subscription.

(c) use, reproduce, perform, display, transmit, operate, maintain, modify, and prepare derivative works of all data and information Supplier receives via the Services solely to support Supplier’s use of the PureSpectrum Subscription. For the avoidance of doubt, this includes the right to share PureSpectrum qualification questions with Supplier’s panelists.

4.3 Use of PureSpectrum brand assets. During the PureSpectrum Subscription Term and with PureSpectrum’s prior review and written approval in all instances, Supplier will have the right to use PureSpectrum’s trademarks, service marks and logos (collectively, the “Marks”), all in unmodified form as provided by PureSpectrum, solely in connection with the PureSpectrum Technology and in accordance with any brand use guidelines that PureSpectrum may provide to Supplier from time to time. After PureSpectrum approves a use of a Mark, such use shall be deemed approved for all substantially similar uses by Supplier during the PureSpectrum Subscription Term. Supplier will not have or acquire any right, title or interest in the Marks, which will remain PureSpectrum’s sole property, and Supplier will not take any action that in any way infringes or interferes with PureSpectrum’s rights therein and thereto. All goodwill arising from the use of the Marks will inure to the benefit of PureSpectrum.

4.4 Additional restrictions. Supplier agrees that it will not:

(a) permit any third party to use or access its PureSpectrum Subscription or the PureSpectrum Documentation except as expressly permitted under this Agreement;

(b) modify the PureSpectrum Documentation;

(c) sublicense, lease, loan, distribute, resell or otherwise transfer or make available the PureSpectrum Subscription to any third party except as expressly permitted by this Agreement;

(d) reverse engineer, decompile, disassemble or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the PureSpectrum Technology; or

(e) use or copy the PureSpectrum Technology or PureSpectrum Documentation except as expressly permitted by this Agreement. At the end of the PureSpectrum Subscription Term, Supplier will cease its use of and access to the PureSpectrum Subscription, and will also terminate its Subscription Users’ access to that PureSpectrum Subscription, to the extent such access was provided directly by or through Supplier.

(f) Cease use of the PureSpectrum Subscription with less than a minimum of 180 days notice. For the avoidance of doubt, ceasing use shall be defined as Supplier no longer making their respondent traffic available to buyers, in whole or in part, on the PureSpectrum platform. Supplier shall not block or otherwise limit traffic to any individual buyer without the express written consent of PureSpectrum.

(g) Use any information obtained from PureSpectrum, the PureSpectrum API, and/or the PureSpectrum Technology to circumvent PureSpectrum in any way, shape, or form.

4.5 Use of name. During the Term, Supplier authorizes PureSpectrum to use Supplier’s name and logo to identify Supplier as a PureSpectrum supplier and in connection with describing or promoting PureSpectrum in PureSpectrum’s marketing materials, websites and related documents. Supplier is willing to act as a reference of PureSpectrum and discuss its use of PureSpectrum and/or otherwise participate in PureSpectrum-related case studies, webinars and webcasts, and other PureSpectrum-related media presentations and public forums.

5 Supplier Materials.

5.1 License to Supplier Materials. Supplier grants to PureSpectrum a non-exclusive, worldwide, royalty-free, perpetual, irrevocable and fully-paid license (with the right of sublicense to its contractors for purposes of performing obligations under this Agreement) to:

(a) use, reproduce, modify, create derivative works from and display the Supplier Materials solely to the extent necessary to provide the PureSpectrum Subscription to suppliers and customers in accordance with this Agreement.

(b) store and use any Supplier Materials for the benefit of Supplier, its Subscription Users and any other PureSpectrum Supplier, vendor or customer; and

(c) store, use and reproduce Supplier Materials for the analysis and publication of trends and statistics.

5.2 Supplier responsibility. Supplier is solely responsible for all Supplier Materials provided to PureSpectrum and assumes all risks associated with the use of Supplier Materials. As between Supplier and PureSpectrum, Supplier is solely responsible for the submission of data and information and other activities by its Subscription Users in connection with its PureSpectrum Subscription. PureSpectrum will however utilize it’s Recapture feature as a safety net mechanism to recapture mistargeted or otherwise sub-optimal clicks to help ensure optimal conversion and monetization for supplier. Furthermore, specifically as it relates to GDPR compliance, PureSpectrum shall be defined as the “Data Processor” for all information provided by Supplier to PureSpectrum and/or collected by PureSpectrum in order to support Supplier’s and customers’ use of the PureSpectrum Subscription. Supplier is solely responsible for notifying respondents about what personal data (if any) is being shared by Supplier to PureSpectrum, and/or being collected by PureSpectrum in order to support Supplier’s use of the PureSpectrum Subscription.  PureSpectrum shall process personal data contained in Supplier-Provided Materials in accordance with documented instructions from Supplier. The Supplier may give such instructions throughout the duration of the contract. PureSpectrum shall immediately inform Supplier if it is unable to follow those instructions. PureSpectrum shall, upon the written request of Supplier, delete all personal data (if it is not pseudonymized) processed on behalf of Supplier and certify to Supplier that it has done so, or return to Supplier all personal data (if it is not pseudonymized) processed on its behalf and delete existing copies. Until the data is deleted or returned, PureSpectrum shall continue to ensure compliance with the instructions from Supplier. For the avoidance of doubt, if PureSpectrum uses any data from customers beyond Supplier-Provided Materials (“Additional Data”)(if it is not pseudonymized), PureSpectrum shall be considered the “Data Controller” for purposes of such Additional Data.

5.3 Supplier represents, warrants, and covenants to PureSpectrum:

5.3.1  That Supplier will, and will cause its employees and/or agents to, abide by and comply with any and all applicable international, national, federal, state and/or local laws, rules, regulations, requirements, statutes, codes, decisions and opinions, including but not limited to the Gramm-Leach-Bliley Act, the Children’s Online Privacy Protection Act, the Health Insurance Portability and Accountability Act, the FCC Client Privacy Rule, the European Union Directive on Data Protection, GDPR, The China Personal Information Protection Law (PIPL), the California Consumer Protection Act of 2018, the Virginia Consumer Data Protection Act, laws and the ethical codes of the Insights Association (www.insightsassociation.org) and ESOMAR (www.esomar.org), and any amendments thereto (collectively “Applicable Laws and Codes”), in connection with Supplier’s collection, storage, maintenance, processing, use and/or disclosure of personal data, only as permitted by this Agreement.  Each of PureSpectrum and Supplier will provide all assistance required for each to meet its obligations under all Applicable Laws and Codes.

5.3.2 That Supplier has and will continue to obtain affirmative consent and permission from all Respondents to the disclosure of certain demographic information by Supplier to PureSpectrum and the further disclosure of that data by PureSpectrum to third parties.  This data includes, but is not limited to age, gender, income, postal code, race, ethnicity, marital status.  This affirmative consent includes the understanding that all answers to questions posed to the Respondent by PureSpectrum and third parties will be owned by PureSpectrum and such third parties, respectively.

5.3.3 That Supplier will ensure that all Respondents are legally bound to obligations of confidentiality and that they will not copy, screenshot, download, transfer, share, store, reproduce, republish or disseminate any materials that are shown to them in any survey, including the identities of the companies sponsoring the surveys, the survey questions, images, trademarks, tradenames, slogans, advertising copy, videos or audio files.

5.3.4 That Supplier will ensure that all Respondents agree that when answering survey questions, they will not provide answers with content that is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous, otherwise in breach of any Applicable Laws, or which breaches any third-party Intellectual Property Rights.

5.4 Ethical Standards – Supplier agrees that it will respect the customs, rules, and practices that apply to our industry, some of which are described herein: (a) Protection of Human Rights. Supplier shall protect the human rights of its employees and comply with all Applicable Laws, as well as all ethical standards applicable in the countries in which it operates; (b) Corruption and Bribery. Supplier shall not engage in corruption, extortion, embezzlement, money laundering, or bribery; (c) Child Labor and Forced Labor. Supplier shall prohibit and refrain from child labor within its organization or other forms of trafficking in humans, forced labor or modern slavery.

5.5 Supplier represents and warrants that it has enacted administrative, physical, and technical security measures, privacy and data security policies, procedures, and controls which reflect industry best standards and practices with regard to the collection, storage, transfer and sale of Personal Data. Supplier agrees that it will update its policies as necessary to remain compliant with industry best standards and practices and Applicable Laws and Codes, as may be necessary from time to time.

5.6 For transfers of any Personal Data to any country outside EEA without an adequate level of data protection, Supplier and PureSpectrum agree to apply, and accept to be bound by, the EU Standard Contractual Clauses applicable for the contemplated transfer of Personal Data, i.e. the EU Standard Contractual Clauses pursuant to Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (or subsequent contractual clauses as may be adopted by the European Commission from time to time).

5.7 For transfers of any Personal Data to any country outside of the PRC Supplier and PureSpectrum agree to apply, and accept to be bound by, the Standard Contract applicable for the contemplated transfer of Personal Data as established by the Cyberspace Administration of China, which were finalized on February 22, 2023 (as amended from time to time).

5.8 Right to review. PureSpectrum may review any Supplier Materials. If any Supplier Materials, in PureSpectrum’s reasonable business judgment: (a) violate this Agreement or the rights of any third party; (b) harm or threaten the safety of anyone; or (c) create liability for PureSpectrum or any third party, PureSpectrum may: (i) delete or modify the Supplier Materials; (ii) terminate Supplier’s username(s) and password(s); (iii) terminate an Economic Terms Addendum or this Agreement; or (iv) cooperate with legitimate government requests or orders and/or take legal action against Supplier, including reporting Supplier to law enforcement authorities and disclosing properly-requested information.  

6 PureSpectrum retention of rights.

Subject to the limited rights expressly granted hereunder, PureSpectrum reserves all rights, title and interest in and to: (a) the PureSpectrum Technology; (b) any PureSpectrum Documentation, content or technology provided by PureSpectrum to Supplier in conjunction with the PureSpectrum Subscription; and (c) any intellectual property rights related to any of the foregoing.

7 Support and training; subscription availability.

7.1 Support. Support requests may be submitted via email to support@PureSpectrum.com.

7.2 Availability. PureSpectrum agrees to use commercially reasonable efforts to make the PureSpectrum Subscription available 24 hours a day, 7 days a week. However, there will be occasions when the Subscription will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of PureSpectrum (“Maintenance Downtime”). Excluding the foregoing, PureSpectrum warrants that PureSpectrum APIs and the PureSpectrum website will be generally available 99.5% of the time as measured on a calendar quarterly basis. If PureSpectrum fails to meet the availability requirements of this Section in more than 4 calendar quarters during the PureSpectrum Subscription Term, Supplier will have the right to immediately terminate the relevant Economic Terms Addendum(s) upon written notice to PureSpectrum.

[End of PureSpectrum Addendum] Updated March 2023