Master Access Agreement (UK)

Last Updated: March 8, 2023

Effective March 8, 2023.

This Master Access Agreement (“Agreement”) governs the customer’s (“you” or “your”) use of the dscout UK Ltd (registered in England and Wales under Company No: 14506684 (“dscout”) Platform, unless otherwise agreed in writing. You and dscout (each, a “Party;” together, “We” or “Parties”) will also enter into a Statement of Work (“SOW”) in the form of a subscription agreement, project agreement, add-on agreement, work order, or similar document. Your use of the Platform constitutes acceptance of this Agreement.

1. The Platform

The dscout “Platform” is a system to conduct in-context, in-the-moment insights research. Research respondents (“Scouts”) carry a mobile app (iOS or Android) and apply to research projects (“Missions”) placed on the Platform by you, typically using an application process called a Screening. Screener Scouts (who may have come from dscout’s Scout pool, or have been sourced by you) submit responses to surveys, questions, and participate in interviews, often based on materials you place on the Platform for evaluation. You can access, analyze, share, and download some of the data Scouts submit using dscout’s web-based portal.

2. Limited Warranty

a. Access. dscout grants you access to the Platform (“Access”) for the term stated in a SOW.

b. Availability. dscout will use commercially reasonable efforts to keep the Platform fully functional all the time, except during scheduled downtime (outside of dscout’s normal working hours) or during a Force Majeure Event (see Section 22).

c. Viruses. dscout will take commercially reasonable efforts to ensure that the Platform will be virus-free and to prevent the introduction of any harmful code into your system.

d. Updates. dscout may update or improve the Platform, but it will not materially degrade it without giving you a chance to cancel your subscription and get a pro-rated refund.

e. Subcontractors. dscout licenses some software (paid, free, and open source) from vendors. Sometimes dscout uses subcontractors to help deliver Access. A list of such licensors and subcontractors is available here. Subject to the limits in this Agreement, dscout accepts all liability caused by our subcontractors or licensors.

f. Location. dscout makes no representations that the Platform is appropriate or available for use in all locations globally, although it usually is. Internet connectivity, the availability of smartphones of sufficient quality, government restrictions, and local laws may make the Platform unusable or unavailable, or certain kinds of research impractical or illegal. You are responsible for compliance with local laws relevant to your use of the Platform.

g. EXCEPT AS STATED HEREIN, DSCOUT DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER RELATED TO THE PLATFORM, ITS USE, OR ANY WAY RELATED TO SCOUTS.

3. Scouts

“Scouts” are research respondents, regardless of source, who have accepted the dscout Scout Terms & Conditions and are subject to dscout’s Scout Privacy Policy. You are not party to those agreements. You are a third party beneficiary of the dscout Scout Terms & Conditions. Scouts are neither dscout’s agents, nor dscout’s subcontractors.

4. Customer Obligations

You agree that:

a. You are responsible for your users’ actions on or related to the Platform and compliance with this Agreement.

b. You are responsible for any compensation you agree to pay to any Scout.

c. When you ask us, we will pay Scouts on your behalf and charge you a fee.

d. dscout may remove from the Platform any information that dscout alone determines may threaten Scout privacy rights, others’ Intellectual Property rights, or that is unlawful, threatening, defamatory, obscene, or objectionable. We will notify you if we remove your content.

5. Privacy and Data Processing

“Personal Data” means information that identifies a person or relates to an identified person, as defined by the EU General Data Protection Regulation, the California Consumer Protection Act, or any other applicable law or regulation. We agree that:

1. Consents. When We send each other Personal Data, the sender represents that it has obtained all required consents.

2. Legal Posture of the Parties. Unless we agree in writing otherwise, we are independent controllers or independent “businesses” with respect to Personal Data, including but not limited to Personal Data provided by Scouts and data collected from Scouts through the dscout Platform, including but not limited to Scout Profile Information, Screener Data and Mission Entries (collectively, “Scout Data”), and must comply independently with applicable law. Scout Data is not “transferred” to dscout by You.

3. International Data Transfer.

a. To the extent legally required, if You export Personal Data from the United Kingdom (“UK Personal Data”) to dscout, the Parties agree to be bound by the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (available as of the Effective Date at https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/international-data-transfer-agreement-and-guidance/), (“UK SCC”) below. For purposes of the UK SCCs, they shall be deemed completed as follows: (i) in Table 1 of the UK SCCs the Parties’ details shall be the Parties and their affiliates to the extent any of them is involved in such transfer, including those set forth in Annex I; the Key Contact shall be the contacts set forth in subsection (b); (ii) in Table 2 of the UK SCCs: The Approved 2021 Standard Contractual Clauses as executed by the Parties; (iii) in Table 3 of the UK SCCs: Annex 1A, 1B, and II shall be set forth in subsection (b);. Annex III is inapplicable; (iv) in Table 4 of the UK SCCs: dscout may end the UK SCCs as set out in Section 19 of the UK SCCs. By entering into this Agreement, the Parties are deemed to be signing the UK SCCs and its applicable Tables and Appendix Information.

b. To the extent legally required, if You export Personal Data from the European Union or Switzerland to dscout, the Parties agree to be bound by Module 1 of the Standard Contractual Clauses issued 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, available at https://eur-lex.europa.eu/lega... (“2021 Standard Contractual Clauses”) shall be deemed completed as follows:

• i. Module 1 shall apply;
• ii. You are the “exporter” and dscout is the “importer”. The contact information for both parties is set forth in the Agreement;
• iii. For the purposes of Annex I: (A) the data subjects include Scouts and potential Scouts and your employees who interface with dscout or use the Platform; (B) categories of Personal Data include Scout, potential Scout, and your employee contact information (e.g., name, email address) and other information You provide about such data subjects (e.g., survey responses, interests, demographic information); (C) it is not anticipated that sensitive data will be transferred but You determine the data transferred; (D) the Personal Data shall be transferred as needed during term of this Agreement; and (E) the period the data will be retained is set forth in the Agreement.
• iv. For the purpose of Annex II, the description of dscout’s technical measures are available upon request.
• v. The optional provision set forth in Clause 11 shall not apply.
• vi. In accordance with Clause 17, the 2021 Standard Contractual Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland, except for Personal Data that is subject to the Federal Act on Data Protection of Switzerland, for which the law of Switzerland will apply.
• vii. In accordance with Clause 18, the parties select the courts of Ireland, except for Personal Data that is subject to Federal Act on Data Protection of Switzerland, for which the courts of Switzerland will be selected.

c. For any transfers that were made pursuant to dscout’s Privacy Shield certification, dscout will honor the Privacy Shield framework for such data and You will continue to provide the same level of protection to such data as the Privacy Shield Principles. To learn more about Privacy Shield principles, visit https://www.privacyshield.gov/welcome

4. Data Subject Rights. Local laws may give Scouts the right to access their Personal Data or request its correction or deletion. You agree to respond to and, if required, comply with, any such requests from Scouts or from dscout. We agree to provide prompt assistance to each other (or to Scouts) to respond to and comply with requests, queries, or complaints. dscout may be required to share, before or after the completion of a Mission, that you are the recipient of Personal Data and how you will use the Personal Data

5. Security. We agree to implement appropriate technical, physical, and organizational measures to protect one another’s Confidential Information and the Personal Data in our possession against unauthorized access, processing, loss, destruction, damage, alteration, or disclosure (“Breach”). We will notify each other promptly about any Breach. We will provide reasonable assistance to each other to investigate, mitigate and remediate any Breach.

6. Compensation & Payment

a. Compensation. Your fees, deposits, any pass-through expenses, and payment terms will be described in a SOW. dscout will invoice you upon your signature on a SOW. You agree to pay all undisputed invoices in accordance with the terms of the relevant SOW.

b. Taxes. You are responsible for any taxes described in the SOW that are not dscout’s income taxes.

c. Late fees. If you do not pay by the due date on the invoice, you must pay late fees as agreed in the SOW. If you are an agency, you must pay on time even if you have not yet been paid by your client.

7. Data Ownership & Use

a. Customer content. You own any content that you place on the Platform (“Customer Content”).

b. dscout content. dscout owns the Platform, “Scout Profile Information” (information compiled about Scouts required to administer the Platform (including, but not limited to, names, email address, postal address, a personal picture, payment, demographic, ethnographic, tracking, behavioral or other information relevant to operations, the building of Scout profiles, Scouts’ accounts, the creation or tuning of algorithms, or selection of Scouts to research projects); and all information submitted by Scouts, whether in response to Screeners (“Screener Data”) or to your Missions (“Mission Entries”).

c. Use.

• i. dscout. dscout will use your Customer Content, Screeners, Screener Data, Missions, and Mission Entries only to provide you Access, or, only internally, to improve the Platform. dscout will not share Customer Content, Screeners, Screener Data, Missions, or Mission Entries with any other party for any other reason, nor tell anyone else not covered by an appropriate NDA about your Access or data unless you give dscout written permission.
• ii. You.
• i. You are granted an exclusive, irrevocable, transferable, world-wide right to use your Mission Entries for any legitimate business purpose, subject to all local laws and regulations. You may download Mission Entries only during the term of an SOW.
• ii. You are granted an exclusive, transferable, world-wide right to use Scout Profile Information and Screener Data during the term of an SOW in order to conduct your Missions. dscout may withhold certain data elements to preserve Scouts’ privacy.
• iii. You will coordinate with dscout before placing any Scout data broadly in the public domain, so that dscout can first give notice to the Scout.

8. Authorization Limitations and Restrictions

You won’t, without dscout’s written permission:

a. sublicense, copy, sell, or modify the Platform or any dscout Intellectual Property unless specifically authorized in writing by dscout;

b. reverse engineer, disassemble, or otherwise try to gain access to the Platform or its source code in order to compete with or otherwise harm dscout;

c. bypass any security device used by the Platform;

d. use the Platform purposefully to transmit or upload any virus, malware or other malicious computer code;

e. damage, destroy, or otherwise harm the Platform, dscout’s Intellectual Property or dscout’s provision of Access to anyone;

f. knowingly infringe on any Intellectual Property right, privacy right, or other right of any third party;

g. recruit any Scout with whom you did not have a previous relationship for any purpose other than performing Missions on the Platform;

h. harass, threaten, or otherwise act negligently or inappropriately towards any Scout.

“Intellectual Property” means any copyrights, source code, trademarks, tradenames, logos, trade secrets, know-how, patents, technical specifications, any other intellectual, industrial or design property or proprietary rights, and all registrations, applications, renewals, extensions, and revivals thereof.

9. Rights Granted by Customer

You grant dscout an irrevocable, non-exclusive, royalty-free, perpetual, world-wide license to use your Customer Content only for uses permitted in this Agreement and any SOW.

10. Feedback

If you provide any feedback about dscout or the Platform to dscout, you agree that this feedback will be non-confidential and that dscout owns and may use it without compensation to you.

11. Confidential Information and Trade Secrets

We agree that:

a. “Confidential Information” means all business, technical, and financial information of a Party that it maintains as proprietary and confidential.

b. Customer Content is your Confidential Information.

c. Scout Profile Information, Screener Data, and Mission Entries are dscout’s Confidential Information.

d. Confidential Information does not include:

• i. information already known by the receiving Party before it was disclosed to the receiving Party;
• ii. information independently developed by one of us without use of the other Party’s Confidential Information;
• iii. information in the public domain through no wrongful act of the receiving Party; or
• iv. information received from a third party who was legally permitted to disclose it to the receiving party.

e. Confidential Information is a valuable trade secret.

f. We will keep each other’s Confidential Information in strict confidence, using at least the same degree of care that We use to protect our own Confidential Information.

g. We will not disclose any Confidential Information to anyone outside of our organizations, other than to subcontractors, employees or representatives having a “need to know” it in connection with this Agreement and who are bound by substantially similar obligations of confidentiality for the Confidential Information received.

h. We will not use or otherwise exploit each other’s Confidential Information except to perform or exercise our rights and obligations in this Agreement.

• i. When this Agreement ends, or at any time that We ask each other, We will return or destroy all Confidential Information within a reasonable time except as required by law, and except:
• i. We may retain one (1) copy of the requesting Party’s Confidential Information in our legal departments for legal purposes only, and
• ii. Copies held on a backup system and not otherwise accessible in the normal course of business may be retained until they are destroyed pursuant to our document retention policies.

b. If disclosure of Confidential Information is required by law, the discloser will notify the other Party in writing beforehand, in order to allow the other Party to challenge the disclosure or obtain a protective order. If one of us is required to disclose Confidential Information nonetheless, it will disclose only the Confidential Information that is legally required and provide the other Party with copies of any disclosed information, if legally permissible.

c. Injunctive Relief. A violation or threatened violation of this Section 11 or any infringement of our Intellectual Property rights may cause irreparable harm, which may not be adequately compensated by monetary damages alone. In addition to other relief, in those circumstances, preliminary and permanent injunctive relief may be sought, without the necessity of posting a bond.

d. Supersession. This Section supersedes any previous non-disclosure agreement or confidentiality agreement.

e. Survival. This Section will survive the termination of this Agreement for two years.

12. Warranties

We both warrant that:

a. We have the right to enter into this Agreement;

b. Our performance does not violate or conflict with any other agreement obligation;

c. We have all required licenses and government approvals necessary to provide Access to or use the Platform;

d. We won’t violate any third party’s Intellectual Property rights by granting Access or using the Platform;

e. We won’t violate any law or regulation when we provide support to or use the Platform, including but not limited to regulations related to trade restrictions, sanctions, or other export controls;

f. We will comply with all applicable anti-corruption legislation, including but not limited to the UK Bribery Act 2010.

13. Indemnification

a. If a third party makes a claim against one of us on the indemnified matters described in this Section, then the indemnitor will, subject to the limits in this Agreement, defend and indemnify the indemnified Party against the claim at the indemnitor’s expense and pay all losses, damages and expenses (including reasonable attorney’s fees) awarded against the indemnified parties or agreed to in a written settlement agreement signed by the indemnitor.

b. Each party will indemnify the other Party and the other Party’s directors, officers, employees and affiliates for third party claims resulting from:

• i. A breach of a representation, warranty, or obligation in this Agreement or a SOW;
• ii. Infringement or violation of any third party’s Intellectual Property; or
• iii. Misconduct towards any Scout or any breach by you of any additional terms agreed upon between you and any Scout.

c. We will promptly notify each other of any claim, permit the indemnitor to control the defense and settlement of the claim, and will reasonably cooperate with each other, at the indemnitor’s expense, in the defense and settlement of any indemnified claim.

d. The indemnitor will not, without the indemnified party’s consent, agree to any settlement which:

• i. makes any admission on behalf of the indemnified party; or
• ii. consents to any injunction against the indemnified party, except where the injunction prohibits the indemnified party’s use of the Platform only in the case where the Platform is found to be infringing a third party’s Intellectual Property.

14. Insurance

dscout will maintain, during the Term, appropriate insurance policies for its products and services.

15. Notices

All notices will be in writing and will be delivered electronically by email (with confirmation of receipt), in person, or sent by recognized overnight courier as follows:

a. To dscout:
dscout, Inc. 222 N LaSalle Street, Suite 650, Chicago IL 60601 - Attn: Legal [email protected]

b. To you:
To the physical address or email address on file associated with your dscout account. It is your responsibility to keep your physical address and email address up to date with dscout.

c. Notices will be effective when delivered.

16. Term and Termination

a. This Agreement will start on the date the first SOW is signed by both Parties (“Effective Date”) and continue until terminated by one of us (the “Term”).

b. Either of us may terminate this Agreement and any SOW(s), for convenience upon thirty (30) days written notice. This Agreement will continue in full force during that notice period.

c. Either of us may terminate this Agreement and any affected SOW(s) immediately in the event that the other Party fails to cure a breach of a material obligation within thirty (30) days from receipt of notice.

d. In the event of your termination for convenience, you must still pay dscout any remaining fees and other amounts agreed to in a SOW, and you will not be entitled to a refund of any prepaid fees unless agreed in a SOW.

e. The following provisions will survive termination: Sections 2(g), 3, 4(b)-(c), 5-11, 13, 15, 16(e), 17, 18, 19, 20, and 24, and any other provision that naturally survives termination.

17. Limitation on Liability

a. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DIMINUTION OF VALUE, SERVICE INTERRUPTIONS, LOSS OF DATA OR BREACH OF DATA OR SYSTEM SECURITY, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR LOSS OF GOODWILL) IN CONNECTION WITH THIS AGREEMENT OR ANY SOW, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.

b. DSCOUT WILL NOT BE LIABLE TO YOU FOR ANY ACTS OR OMISSIONS BY ANY SCOUT OR ANY DAMAGE, LOSS, CLAIM, LIABILITY, FINE, COST OR OTHER EXPENSE WHATSOEVER WHICH MAY BE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY SCOUT.

c. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACHES OF SECURITY (SECTION 5), OR WILLFUL BREACHES OF CONFIDENTIALITY (SECTION 11), THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY ACCESS AND ANY STATEMENT OF WORK WILL BE LIMITED TO THE GREATER OF (A) £500,000 OR (B) THE TOTAL COMPENSATION PAID BY YOU TO DSCOUT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE WHEN THE FIRST CLAIM AROSE. IN THE CASE OF INDEMNIFICATION OBLIGATIONS, BREACHES OF SECURITY (SECTION 5) OR WILLFUL BREACHES OF CONFIDENTIALITY (SECTION 11), THE TOTAL AGGREGATE LIMIT OF LIABILITY OF EACH PARTY IS INCREASED TO £1,000,000.00.

d. Some jurisdictions do not allow for all the foregoing exclusions and limitations of incidental or consequential damages, so to that extent, if any, some or all of these limitations and exclusions may not apply to you.

18. Reference

You give dscout approval to use your service marks or logos on its website, customer lists, and other marketing materials.

19. Assignment

Neither of us will assign this Agreement without the other’s approval, except in the case where the assignor experiences a change of control or a sale of all or substantially all of its assets.

20. Governing Law and Jurisdiction; Waiver of Jury Trial

The rights and obligations of the Parties under this Agreement and each SOW shall be governed by the laws of England and Wales. We agree that any claim must be resolved by the English courts. We each waive any right to a jury trial.

21. Independent Contractor Status

We are independent contractors with respect to this Agreement.

22. Force Majeure

Neither Party will be held responsible for any delay or failure in performance if that delay or failure is caused by anything beyond the delayed party’s reasonable control and without the fault or negligence of the delayed party (a “Force Majeure Event”) until such failure or delay exceeds thirty days, after which this Agreement or any SOW may be terminated immediately by written notice.

23. Amendment

This Agreement may only modified in writing, signed by both parties.

24. Miscellaneous

This Agreement (together with all SOWs) supersedes any other agreements between us relating to the subject matter in this Agreement and is the complete understanding of the Parties. If there is an express conflict between the terms of this Agreement and another agreement between the Parties, the conflict will be resolved by reading the documents in the following order of precedence: (a) any agreement between the Parties concerning privacy, security or confidentiality matters (so long as that agreement references that it is not to be superseded by this Agreement); (b) any SOW; and (c) this Agreement. If a court should find a provision unenforceable, the remainder will remain in effect. There are no third party beneficiaries of this Agreement except for the indemnified parties stated in Section 13.