PUBLISHER TERMS OF SERVICE

These Publisher Terms of Service (these “Terms”) describe your rights and responsibilities when using Dynata, LLC application programming interfaces (“APIs”), the inBrain website (https://inbrain.ai), mobile application, software development kits (“SDKs”), and various survey- and marketing-related tools, activities, information, and benefits (the “Services”). Please read them carefully. If you are engaging our Services for the purposes of monetizing or otherwise benefiting from the publication, distribution, and provision of surveys, you may hereafter be referred to as a “Publisher” and these Terms govern your access and use of our Services. These Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding “Contract” between Publisher and us. If you are using the account on behalf of a Publisher you shall be referred to as an “Authorized User”. As used herein, “We”, “our”, “us”, and “Dynata” refers to Dynata, LLC, a Delaware limited liability company, with its principal place of business located at 4 Research Drive, Suite 300, Shelton, Connecticut 06484 USA, on behalf of itself and its affiliates worldwide (collectively, “Dynata”).  Dynata and Publisher shall be referred to herein individually each as a “Party” and collectively as the “Parties”).  Dynata has developed a performance-based marketing program for affiliates and publishers to promote certain types of offers for Dynata and/or Dynata’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 as permitted by Dynata.  The Program will enable Publisher to accept certain offers and to promote, advertise, and market the offers, in accordance with this Terms and the terms set forth in each applicable offer. 

If Publisher publishes surveys, invites users to that participate in those surveys, or uses or allows access to surveys after being notified of a change to these Publisher Terms, Publisher acknowledges their understanding of the then-current Contract and agrees to the Contract. You confirm that you have the necessary authority to enter into the Contract on behalf of Publisher before proceeding.

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1. Participation in the Program; Program Terms.

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1. The Program Generally. During the term of the Terms, 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 Dynata (collectively the “Services”). The offers may be for Dynata or for Dynata’s clients. 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 Dynata 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 Terms, even if a formal Work Order is not executed and the email exchange(s) shall be considered to be a Work Order hereunder. 

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2. Updated Information. Publisher agrees to provide Dynata with updated information of Publisher, of any Sub-Publishers (as defined herein) and about the Services. Dynata reserves the right to review and approve all aspects of the Services to be performed in connection with this Terms and Publisher shall fully cooperate with all requests from Dynata in connection with such review and approval process.   

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3. Prohibited Activity. Neither Publisher nor any Sub-Publisher may engage in any activity that may be misleading, deceptive, or fraudulent, or constituting a lack of good-faith and fair dealings. If Dynata 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 Terms, Dynata 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 Terms and/or any Work Order. 

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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. 

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5. Tracking Code.

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1. Publisher and each Sub-Publisher agrees to maintain a Dynata-provided tracking code (“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 Dynata is not, and will not be, liable or responsible for any errors or issues in connection with the 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, Dynata 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 Dynata to track and report on the performance of the Services and the data recorded by Dynata’s reporting/tracking system shall be final and binding.   

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2. Publisher shall be provided with a limited, non-transferrable, non-sub-licensable, revocable license to access Dynata’s tracking and reporting tools and support services (“Tools”), if any, solely for the purpose of tracking Publisher’s Services to: (i) performance of the Services, and (ii) ensure proper invoicing/billing. Upon receipt of notice from Dynata or termination of this Terms, Publisher’s limited license shall immediately terminate. Dynata reserves the right, from time-to-time, to charge or impose a fee for access to Dynata’s such Tools, which fee shall be effective upon Publisher’s receipt of notice from Dynata.  

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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.  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 Dynata with immediate written notice. Publisher hereby expressly acknowledges and agrees that Publisher shall not be entitled to receive payments via check unless or until Publisher’s account has accumulated fees in the amount of Twenty Dollars ($20.00).  

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7. Dynata Property. All content and/or material provided by Dynata to Publisher for use in performing the Services (“Dynata Property”) are and will remain the sole and exclusive property of Dynata and will only be used for and in connection with the Services. Dynata Property may not be modified or altered without the prior express written consent of Dynata. Dynata grants a limited, non-transferrable, non-sub-licensable, revocable license to use Dynata 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 Dynata 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 Dynata Property by Publisher and/or any Sub-Publisher, Publisher will provide Dynata with immediate written notice. 

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8. Subcontracting.

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(a) If the Publisher is an affiliate network, Publisher may, without providing prior written notice to, and without receiving prior written consent from, Dynata, 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 Terms and all Applicable Laws (defined below). The breach of this Terms by any Sub-Publisher is, and will be classified as, a breach of this Terms 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 Terms and which prohibit Sub-Publishers from subcontracting the Services.  

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(b) If the Publisher is not an affiliate network, Publisher may not subcontract the performance of the Services, whether in whole or in part, to any third party or third person. 

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9. Non-Circumvention.  Publisher acknowledges that Dynata has proprietary relationships with websites and other traffic sources who are registered on Dynata's Affiliate Network and on or through which Advertisements have been displayed prior to and/or during the period of this Terms along with proprietary relationships with Dynata clients (each a “Protected Party” and collectively the “Protected Parties”) and that Dynata wishes to protect those relationships. Publisher shall not therefore seek to circumvent Dynata’s relationship with the Protected Parties. Except with Dynata’s prior written consent, Publisher shall not (other than in accordance with this agreement) during the period of this agreement or for six (6) months thereafter, directly or indirectly place any form of advertising with or seek to divert a client relationship from a Protected Party. 

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10. Work Product. As between Dynata and Publisher and/or any Sub-Publisher, Dynata 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 Terms, 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 Dynata of any right(s) they may have in and to Work Product. 

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11. Collection of Personal Information by Dynata. All personal information collected or received by Dynata from individuals sourced by or on behalf of Publisher and/or any Sub-Publisher in connection with the Services shall be subject to Dynata’s privacy policy. Upon termination of this Terms and/or any offer or order, Dynata will not be required or obligated to remove from the Dynata panel(s), and/or delete or erase any data collected from, the individuals sourced by or through Publisher and/or the Sub-Publishers. 

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12. Email Marketing Services.

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(i) 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.  

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(ii) To the extent that Publisher or any Sub-Publisher use list that has been purchased, leased, or licensed from a third party, Publisher shall be responsible for the contents of such list and user thereof.  

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(iii) 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. 

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(iv) 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. 

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(v) Neither Publisher nor any Sub-Publisher shall transmit or send emails containing offers for Dynata or Dynata’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 Dynata’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 Dynata and Dynata may terminate this Terms.  

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(vi) 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.

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(vii) Publisher agrees on behalf of Publisher and each Sub-Publisher that emails sent in connection with the Services shall comply with all Applicable Laws and direct marketing best practices.

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1.15 Suppression Lists. Publisher will, and will ensure that all Sub-Publishers, process, administer, and implement all suppression lists provided by, or on behalf of, Dynata, in accordance with Applicable Laws and the instructions provided by Dynata. Publisher agrees, on behalf of Publisher and each Sub-Publisher, that all contents of such suppression list are confidential information of Dynata.

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1.16 Prohibited Communications for the Services. In connection with the Services, Publisher and/or Sub-Publishers may not send, transmit, or make SMS/Text messages or telephone calls to individuals. 

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1.17 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 Dynata 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 requirements/terms set forth on Schedule A.   

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1.18 Approval Process. Publisher agrees to submit to Dynata for its review and approval, prior to the performance or launch of the Services under each Work Order and upon request 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. Dynata’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. 

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1.19 Seeding a List. Publisher acknowledges and agrees, for itself and for each and every Sub-Publisher engaged by or on behalf of Publisher, that Dynata 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 Dynata 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 Dynata.   

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1.20 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,  (i) 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 (ii) it shall not display any such banner or website advertising copy or content on any website that displays, promotes or advertises any illegal, obscene, pornographic, violent, abusive, harassing, defamatory, and/or libelous content, material, and/or information.

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1.21 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 Dynata for use in connection with the Services.

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1.22 Responsibility for Marketing Websites. Publisher is solely responsible for, and Dynata 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 Dynata 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 Dynata website(s) or any website(s) of or for any client of Dynata. 

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1.23 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 Dynata from time to time.

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2. Representations and Warranties. Publisher represents, warrants, and covenants, on behalf of Publisher, and each and every Sub-Publisher, that:   

(i) 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 (“Applicable Laws”); (b) all generally accepted professional industry standards and practices applicable to the Services and Publisher’s and Dynata’s respective industries; and (c) the terms of this Terms and each Work Order. 

(ii) 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. 

(iii) all rights, licenses, permits and consents necessary to comply with this Terms, and to perform any obligations hereunder, are and will be properly obtained and maintained throughout the Term (as defined herein). 

(iv) 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 Dynata 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.

(v) 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.

  (vi) 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.

(vii) 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 Dynata, 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 Dynata. 

(vii) 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 Dynata with immediate written notice in the event that Publisher and/or any Sub-Publisher becomes subject to any such order or investigation.  

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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 Terms 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, 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. Upon termination of this Terms, 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. 

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4. Payment Terms.

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4.1 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 Dynata is required to reimburse Publisher for any tax, Publisher will separately invoice Dynata, however, the failure to invoice Dynata for tax when due shall relieve and release Dynata from any responsibility for such tax payment. Unless otherwise set forth in a Work Order, Publisher shall invoice Dynata on a monthly basis. All invoices shall be directed to the specific Dynata paying entity as identified in the Work Order; the specific paying entities shall be Dynata, LLC, Dynata Global UK Ltd, Dynata Global AU Pty Ltd.​, Dynata​ France SASU, Dynata Netherlands BV, and SSI Asia BV.  All undisputed invoices shall be paid within ninety (90) days following the date Dynata receives the applicable undisputed invoice.  

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4.2 In the event Dynata 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 Dynata’s sole discretion, either (1) replace, at no cost to Dynata, the rejected Action(s) or sourced individual(s), or (2), in Dynata’s sole discretion, provide a refund or a credit to Dynata in the amount of the fees paid by Dynata to Publisher for the rejected Action(s) or sourced individual(s). Dynata’s acceptance of and/or payment for an Action(s) or sourced individual(s) does not and will not limit, restrict, or prohibit Dynata from subsequently rejecting the Action(s) or sourced individual. Dynata may reject any Action for any of the following: speeding, fraud, duplicates, the creation of additional Actions through Fraudulent traffic generation, impression spam, illegal activity, a violation of Dynata’s terms and conditions, 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, or any other action or conduct of the sourced individual and/or the Publisher and/or any Sub-Publisher(s) deemed unacceptable by Dynata and/or Dynata’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 Terms and the applicable Work Order(s).   

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4.3 Dynata 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, Dynata may terminate the Work Order immediately and Publisher shall immediately cease performing the Services under the terminated Work Order and Dynata shall pay Publisher for all Services performed under the terminated Work Order up to the effective date of termination for the Work Order.

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4.4. Dynata 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.

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5. Term; Termination; Suspension.

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5.1 The term of this Terms 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 Terms and/or any Work Order in the event of a breach of a material term or obligation of this Terms 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. Dynata may terminate this Terms 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.

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5.2 Upon the termination or expiration of this Terms and/or each Work Order, all licenses shall immediately cease and terminate, Publisher will cease using all Dynata Property, Publisher will deliver all Work Product to Dynata (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 Terms and/or a Work Order that by their scope and nature should survive the expiration or termination of this Terms and/or a Work Order do and will so survive.

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5.3 Dynata 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.  

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6. Indemnification; Limitations on Liability.

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6.1 Indemnification by Publisher. Publisher will indemnify, defend, and hold harmless Dynata, 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 (“Losses”), including, without limitation, reasonable external attorneys’ fees and court costs, arising out of, related to, or caused by, directly or indirectly: (i) the breach or other violation of this Terms 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.   

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6.2 Limitations on Liability. DYNATA 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. DYNATA’S TOTAL AGGREGATE LIABILITY TO PUBLISHER SHALL BE LIMITED TO THE AMOUNT OF ANY FEES RECEIVED BY PUBLISHER FROM SSI IN CONNECTION WITH THE WORK ORDER FOR WHICH LIABILITY FIRST AROSE.

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7. Miscellaneous. This Terms 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 Terms may be modified only in writing, signed by an authorized representative of each party. Publisher will not assign or transfer this Terms, in whole or in part, without the prior express written consent of Dynata. This Terms shall be binding upon the parties, their successors, and permitted assigns or transferees. This Terms shall be governed by, and construed and enforced in accordance with, the laws of the State of Connecticut, USA, without regard to any portion of any choice of law principles (whether those of Connecticut 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 Terms shall be subject to the exclusive jurisdiction and venue of the state or Federal courts located in Fairfield County, Connecticut 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. Dynata 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 Terms 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 Terms is prepared in the English language and that the Parties hereby expressly waive any legal requirement for this Terms to be drafted in any other language and any translation of this Terms is unofficial and for convenience purposes only.

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Schedule A

Requirements for Influencer Marketing

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1. Disclosures:

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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 Dynata 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. 

(ii) 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 Terms and/or any Work Order, and (c) that disclosures are being made in compliance with the requirements and terms set forth in this Terms.

(iii) 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;

(iv) 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.

(v) 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.

(vi) 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.  

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