Explori Media – Terms of Business

1.1Explori Media shall:

• 1.1.1
  grant the Client the licences set out in this Agreement in respect of each Asset; and
• 1.1.2
  perform the Services and supply the Deliverables to the Client in accordance with the terms of this Agreement.

2.1Explori Media grants to the Client a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Users to access and use the Platform, solely for the Permitted Purpose.

2.2In relation to the Platform, the Client shall not, and shall procure that its Users shall not:

• 2.2.1
  store, distribute, introduce or transmit to or through the Platform any Virus, any Vulnerability; or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or
• 2.2.2
  attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Platform except to the extent expressly set out in the Agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
• 2.2.3
  attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
• 2.2.4
  access all or any part of the Platform in order to build a product or service which competes with the Platform and/or the Services; or
• 2.2.5
  use the Platform to provide services to third-parties;
• 2.2.6
  permit any person to access or use the Platform except for the Users for the Permitted Purpose; or
• 2.2.7
  attempt to obtain, or assist third-parties in obtaining, access to the Platform, other than as provided under this clause 2.

2.3The Client shall:

• 2.3.1
  use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and shall notify Explori Media without delay of any such unauthorised access or use; and
• 2.3.2
  ensure that each User keeps confidential a secure password for their use of the Platform.

2.4Explori Media may audit the Client’s usage of the Platform and the Client shall provide Explori Media with such access, assistance and co-operation as Explori Media reasonably requests to conduct the audit.

2.5The Client shall ensure that each User uses the Platform and Services in accordance with the Agreement and the Client shall be responsible for the acts and omissions of each User as if they were the Client’s own.

3.1Explori Media will perform the Services with reasonable skill and care and comply with all applicable laws with respect to the Services.

3.2Time shall not be of the essence for the performance of the Services or the delivery of the Deliverables.

3.3Explori Media warrants that Platform will comply substantially with its Documentation in all material respects. The Client’s sole and exclusive remedy for breach of the warranty in this clause 5.3 shall be for Explori Media to use all reasonable commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance.

3.4Notwithstanding clauses 3.1 and 3.2:

• 3.4.1
  Explori Media does not warrant that:

  • 3.4.1.1the Client’s use of the Platform and/or the Services will: (i) meet the Client’s specific requirements; or (ii) be uninterrupted or error-free; or
  • 3.4.1.2the Platform will be free from Viruses and/or Vulnerabilities; and
• 3.4.2
  Explori Media is not responsible for any delays, delivery failures, or any other loss or damage resulting from the Client’s use of hardware, software or services provided by any person other than Explori Media and the Client acknowledges that the Platform, Services and Deliverables may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
• 3.4.3
  the Client acknowledges that, except as expressly set out in the Agreement, the Platform and the Services are provided to the Client on an “as is” basis.

3.5Explori Media will use commercially reasonable endeavours to ensure that any interruptions to the Platform caused by routine, planned or emergency maintenance of the Platform are kept to a minimum.

4.1The Client shall:

• 4.1.1
  only access and use the Platform and Services in respect of the Assets set out in the SOW/ deal/ contract;
• 4.1.2
  carry out its responsibilities under the Agreement in a timely and efficient manner;
• 4.1.3
  comply with all applicable laws and regulations with respect to its activities under the Agreement; and
• 4.1.4
  provide Explori Media with all co-operation and assistance reasonably requested by Explori Media in relation to the Agreement; and

4.2The Client acknowledges and agrees that it is responsible for:

• 4.2.1
  ensuring its network, systems and software comply with the specifications provided by Explori Media from time to time;
• 4.2.2
  unless expressly agreed otherwise by Explori Media in writing as part of the Services, interpreting the Client Data and Explori Media Data; and
• 4.2.3
  making decisions based on the Client Data and Explori Media Data;

4.3and Explori Media shall have no liability or responsibility to the Client in respect of such matters.

4.4The Client shall ensure the Platform’s email function is only used to send Explori Media surveys to Asset Participants and not for any other purpose. In the event of any breach of this clause 4.3 then, without prejudice to Explori Media’s other rights and remedies, Explori Media may charge the Client 5 pence for each unauthorised email sent.

4.5If the Client’s use of the Licensed Items exceeds the scope of the licence and/or permissions in the Agreement, the Client shall, without prejudice to Explori Media’s other rights and remedies, pay Explori Media on demand for such additional usage at the appropriate rates set by Explori Media.

4.6The Client shall be responsible for adding and removing its Platform Users and shall ensure that access is terminated when it is no longer needed by the User (such as if the User leaves their employment with the Client).

4.7In the event of a delay caused by the acts or omissions of the Client, then without prejudice to Explori Media’s other rights and remedies, it may:

• 4.7.1
  adjust any timetable or delivery schedule as it reasonably deems necessary;
• 4.7.2
  charge the Client for any additional services provided by Explori Media as a result of the delay at Explori Media’s prevailing rates; and
• 4.7.3
  charge the Client for any liabilities and losses incurred by Explori Media as a result of the delay,

4.8and the Client shall pay such sums in accordance with clause 5.

4.9Where the Client offers incentives to survey respondents (for example, incentives to provide their insights or data), these incentives shall be provided at the Client’s sole cost, and if they are administered by Explori Media, the Client shall pay Explori Media its management charges at its prevailing rates in accordance with the payment terms set out in the SOW/ deal/ contract.

5.1The Client shall pay the Charges to Explori Media as set out in the SOW/ deal/ contract (including any pre-approved expenses incurred by Explori Media) and in accordance with this clause 5. Time for payment shall be of the essence.

5.2Explori Media shall invoice the Client for the Charges on execution of the SOW/ deal/ contract and on any renewal, extension or variation to the SOW/ deal/ contract.

5.3All sums payable to Explori Media under this Agreement are exclusive of VAT and shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.4If Explori Media has not received payment within 5 days after the due date, then without prejudice to Explori Media’s other rights and remedies:

• 5.4.1
  Explori Media may, without liability to the Client, disable the Client’s and Users’ passwords, accounts and access to all or part of the Platform; and
• 5.4.2
  interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of Barclays Bank from time to time, or at an annual rate of 5% where the then current base lending rate of Barclays Bank is below zero, commencing on the due date and continuing until fully paid, whether before or after judgment.

5.5Explori Media may increase the Charges by giving the Client at least 90 days’ written notice provided such increase takes effect at the start of a Renewal Term.

6.1The Client acknowledges and agrees that Explori Media and/or its licensors own all the Intellectual Property Rights in and to the Platform and the Documentation, the proprietary technologies and techniques used to deliver the Services, and the Deliverables, the Explori Media Assets and the Explori Media Data. Nothing in the Agreement shall be construed as giving the Client any rights in or to the Platform’s source code.

6.2Explori Media grants to the Client, subject to the receipt by it of all Charges and other sums due to it under the Agreement, a fully paid-up, worldwide, non-transferable, non-sublicensable, non-exclusive, royalty-free licence to use, and allow the Users to use:

• 6.2.1
  the Platform, the Documentation, the Explori Media Assets and the Explori Media Data during the term of the SOW/ deal/ contract; and
• 6.2.2
  the Deliverables perpetually,

6.3in accordance with the Agreement and only for the Permitted Purpose.

6.4To the extent the Platform contains any third-party software, Explori Media shall inform the Client of the terms of the licence and the Client shall enter into, and shall be responsible for complying with, the terms of the licence.

7.1Each party undertakes that it shall not at any time disclose to any person any Confidential Information of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2.

7.2Each party may disclose the other party's Confidential Information:

• 7.2.1
  to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that such persons comply with this clause 7; or
• 7.2.2
  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

7.4The Client acknowledges that the Platform, the results of any performance tests on the Platform and the Services, and the Explori Media Assets and Explori Media Data, are the Confidential Information of Explori Media. However, nothing in the Agreement shall prevent the Client from disclosing Explori Media’s question sets and surveys to the Asset Participants to the extent reasonably required for the Permitted Purpose.

7.5Explori Media acknowledges that the Client Data is the Confidential Information of the Client. However, nothing in the Agreement shall prevent Explori Media using the Client Data to create the Explori Media Data, or disclosing it to third-parties as part of the Explori Media Data, provided it is in anonymous or aggregate form.

8.1Explori Media acknowledges and agrees that the Client and/or its licensors own all Intellectual Property Rights in and to the Client Data. The Client grants to Explori Media a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual, irrevocable licence, together with the right to grant sublicences:

• 8.1.1
  to use the Client Data to perform this Agreement;
• 8.1.2
  to combine the anonymised Client Data with the Explori Media Data and to create the Explori Media Data; and
• 8.1.3
  to commercialise the Explori Media Data of which the anonymised Client Data may form part,
• 8.1.4
  to use the anonymised Client Data (aggregated survey results) in order to generate summaries of findings via artificial intelligence (AI). Clients can opt out on request. Individual Client Data summaries will not be shared and are treated as commercially sensitive data

8.2The Client acknowledges its own responsibility for maintaining its own back-ups of the Client Data and Deliverables to protect against their loss or damage.

9.1The Client shall ensure that:

• 9.1.1
  whenever it uses the Platform’s email tool, an unsubscribe link and a link to the Client Privacy Notice are included in the email. If the Client uses another database, platform or tool to distribute Explori Media’s surveys, the Client shall ensure that such usage and distribution complies with Data Protection Laws including the supply of the Client Privacy Notice and the use of unsubscribe links;
• 9.1.2
  all Personal Data collected and used by the Client in relation to the Agreement, including for the distribution of Explori Media’s survey, is collected and used in compliance with Data Protection Laws;
• 9.1.3
  all Personal Data provided to Explori Media by the Client complies with Data Protection Law and can be lawfully used by Explori Media and the Client for the purposes of the Agreement; and
• 9.1.4
  for each Asset Participant whose Personal Data is supplied to Explori Media, it provides or makes available a copy of the Explori Media Privacy Notice before that Participant’s Personal Data is supplied to Explori Media.

9.2Where Explori Media processes the Personal Data as the Client’s Processor to perform its obligations, Explori Media shall:

• 9.2.1
  process the Personal Data to the extent, and in such a manner, as is necessary for the purposes of performing the Agreement and on the Client’s written instructions from time to time;
• 9.2.2
  keep the Personal Data confidential;
• 9.2.3
  comply with the Client's reasonable instructions with respect to processing Personal Data;
• 9.2.4
  assist the Client at the Client’s reasonable cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Law with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
• 9.2.5
  complete and accurate records and information to demonstrate compliance with this clause 9, which shall be provided to the Client on its reasonable request, provided such requests are made no more often than once every 12 months;
• 9.2.6
  notify the Client without undue delay (and within a maximum of 48 hours) on becoming aware of a Personal Data Breach or communication which relates to either party’s compliance with the Data Protection Law in relation to this Agreement;
• 9.2.7
  at written request of the Client, delete or return personal data (and any copies of the same) to the Client or on completion of the relevant Services or termination of this Agreement or SOW/ deal/ contract save that Explori Media shall be entitled to anonymise the Personal Data;

9.3The Client gives Explori Media general written authorisation to appoint third parties to process the Personal Data (“Sub-processor”).

9.4Explori Media shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

9.5If the transfer of any Personal Data between the parties amounts to a restricted transfer under Chapter V of the General Data Protection Regulation (EU 2016/679) or its UK equivalent, then the parties also enter into the standard contractual clauses in Schedule 2 in respect of such transfer.

9.6Explori Media will permit the Client to audit Explori Media’s compliance with its obligations under this clause 9, provided the Client reimburses Explori Media’s reasonable costs incurred in respect of the audit, and provided such audits are not carried out more than once each year and on at least 90 days’ written notice to Explori Media. The Client shall enter into such confidentiality undertakings as Explori Media may reasonably require before carrying out any audit under this clause 11.6.

9.7The data processing activities are as follows:

Subject matter and purpose

The supply of the Services under this Agreement.

Nature

The nature of the processing includes the receipt, storage, analysis, use, deletion and anonymisation of the personal data.

Duration

For the duration of the Agreement and for a short time afterwards to allow the personal data to be either deleted, returned or anonymised.

Types of personal data

Names, email addresses, details of Assets attended and feedback and insights on the Asset.

Categories of data subjects

Asset Participants

Sub-processors

GRS S.R.L (Italian Clients), GRS Explori (Middle East Clients), Amazon Web Services.

10.1References to liability in this clause 10 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, indemnity, tort (including negligence), misrepresentation, restitution or otherwise.

10.2Explori Media is not responsible for:

• 10.2.1
  the accuracy, completeness or truthfulness of:

  • 10.2.1.1the Client Data because it is supplied by the Client and Asset Participants; or
  • 10.2.1.2the Explori Media Data because it is based on the Client Data and / or data provided by third parties; and,
• 10.2.2
  any issues with the Services or the Deliverables that are caused by the acts or omissions of the Client or the Users (including where the Client has supplied Explori Media with poor quality data).

10.3The Client assumes sole responsibility for its interpretation of the Deliverables, Client Data and Explori Media Data; and the decisions it makes based on the Deliverables, Client Data and/or Explori Media Data;

10.4Explori Media shall have no responsibility or liability:

• 10.4.1
  for any loss or damage caused by issues with any data or information provided by (or on behalf of) the Client to Explori Media;
• 10.4.2
  for the acts or omissions of the Asset Participants, Users or any third parties appointed by the Client;

10.5Explori Media does not guarantee any particular result or outcome from the Client’s use or receipt of the Platform, Services, Deliverables, Client Data, Explori Media Assets or Explori Media Data (including where Explori Media makes recommendations to the Client).

10.6All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.

10.7Nothing in the Agreement limits or excludes either party’s liability for death or personal injury caused by its negligence, or fraud or fraudulent misrepresentation, or for any other liability that cannot be lawfully limited or excluded.

10.8Subject to clause 6, Explori Media shall not be liable for any: loss of profits, loss of business, loss of anticipated savings, depletion of goodwill and/or similar losses or loss or corruption of data or information or pure economic loss; special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with the Agreement.

10.9Subject to clauses 6 and 7, Explori Media’s total aggregate liability arising under or in connection with the Agreement shall be limited to the greater of:

• 10.9.1
  £100,000 (one hundred thousand pounds); or
• 10.9.2
  the total Charges paid by the Client to Explori Media during the 12 months immediately preceding the date on which the claim arose,

10.10except that liability under clause 9 shall be limited to [£1,000,000] (one million pounds) in aggregate.

11.1The Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with its terms.

11.2Each SOW/ deal/ contract shall commence on the SOW/ deal/ contract Effective Date and shall continue until the Initial Term End Date (“Initial Term”). Each SOW/ deal/ contract shall automatically renew for a period of time equal to the Initial Term (each a “Renewal Term”) at the end of the Initial Term and at the end of each Renewal Term.

11.3Either party may terminate the SOW/ deal/ contract by giving the other party at least 30 days’ written notice provided the notice expires on the end date of the Initial Term or a Renewal Term.

11.4Without affecting any other right or remedy available to it:

• 11.4.1
  either party may terminate the Agreement by giving the other party at least 6 months’ written notice provided the notice expires after the termination of the final SOW/ deal/ contract;
• 11.4.2
  either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

  • 11.4.2.1the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
  • 11.4.2.2the other party commits any other material breach of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
  • 11.4.2.3the other party passes a resolution for its winding up or otherwise ceases business.

12.1On termination of the Agreement for any reason:

• 12.1.1
  the Client shall immediately cease, and procure that the Users cease, all use of the Platform, the Services, the Explori Media Assets and the Explori Media Data and all the licences granted by Explori Media shall immediately terminate (except for licences expressly stated in the Agreement to be perpetual;
• 12.1.2
  all SOWs/ deals/ contracts shall immediately terminate;
• 12.1.3
  Explori Media shall invoice the Client for all outstanding sums due (including for expenses incurred under clause 5) and the Client shall pay the invoice within 30 days of the invoice date;
• 12.1.4
  Explori Media may destroy or otherwise dispose of any of the Client Data in its possession. Explori Media may retain a copy of the Client Data for the purposes of clause 8.1;
• 12.1.5
  except as expressly set out in the Agreement, each party shall return to the other and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party; and
• 12.1.6
  any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

12.2On expiry or termination of any SOW/ deal/ contract, clause 14 shall apply in relation to that SOW/ deal/ contract.

12.3The Charges are non-refundable and the Client is not entitled to any discount or refund of the Charges, except where the Client terminates under clause 13.4, in which case the Client shall receive an appropriate pro rata refund of the Charges for the unexpired portion of the SOW/ deal/ contract.

12.4Clauses 7, 8.1, 10, 12, and 13 shall survive the termination of the Agreement.

Force majeure

Without prejudice to the Client’s payment obligations set out in clause 5.1, neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if that delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 4 (four) weeks, the party not affected may terminate this Agreement by giving at least 90 (ninety) days' written notice to the affected party.

Assignment and other dealings

The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. Explori Media may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.

Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

Announcements

No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except Explori Media may refer to the Client as its client in Explori Media’s marketing materials, provided Explori Media does not disclose any of the Client’s Confidential Information

Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waiver

A waiver of any right or remedy is only effective if given in writing and be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, or prevent or restrict the further exercise of that or any other right or remedy.

Rights and remedies

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

13.1Entire Agreement.

• 13.1.1
  This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• 13.1.2
  Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

No partnership or agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Third party rights

No one other than a party to this Agreement shall have any right to enforce any of its terms.

Conflict

If there is an inconsistency between any of the provisions of this Agreement and the SOW/ deal/ contract, the SOW/ deal/ contract shall prevail.

13.2Notices.

• 13.2.1
  Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as set out in the SOW/ deal/ contract.
• 13.2.2
  A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.

13.3Governing law and Jurisdiction.

13.4Either party may refer any controversy or claim or dispute arising out of or relating to the Agreement, or the breach thereof, to be determined and finally resolved by arbitration administered by the International Centre for Dispute Resolution in accordance with the International Arbitration Rules, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The place of arbitration shall be London, England. The arbitration shall be held, and the award rendered, in the English language.

The definitions and rules of interpretation in this clause apply in this Agreement.

Business Day

Monday to Friday (inclusive) excluding bank and public holidays in England.

Agreement

these Terms and all the SOWs/ deals/ contracts.

Asset

an asset set out in the SOW/ deal/ contract.

Asset Due Date

the date on which the Asset is due to take place or be launched, published, measured or assessed as set out in the SOW/ deal/ contract or otherwise agreed by the parties.

Asset Participant

an attendee, exhibitor or other participant involved with an Asset.

Charges

the Licence Charges and the Services Charges.

Client Data

the insights, information and data (i) inputted by the Client or an Asset Participant into the Platform and / or (ii) otherwise provided by the Client or an Asset Participant to Explori Media, in each case in relation to an Asset.

Client Privacy Notice

the Client’s privacy notice providing the information required by Articles 13 and 14 of the UK GDPR;

Client Obligations

as set out in the SOW/ deal/ contract.

Confidential Information

information that is proprietary or confidential and is either clearly labelled as such or would be considered confidential by a reasonable businessperson or is identified as confidential in clause 7.

Controller, Data Subject, Personal Data Breach, process and Processor

are as defined by Data Protection Law.

Data Protection Law

any legislation relating to personal data from time to time which apply to a party relating to the use of personal data (including the General Data Protection Regulation ((EU) 2016 / 679) as incorporated into UK law (“UK GDPR”) and the Data Protection Act 2018.

Deliverables

all insights, reports, presentations and other materials produced and/or provided by (or on behalf of) Explori Media for the Client in relation to the Client’s use of the Platform and/or the Services.

Documentation

any security, engineering, training, technical, functional or other documentation related to the Platform and provided or made available by Explori Media to the Client.

Effective Date

the earlier of: (i) the date of this Agreement; (ii) the Users being granted access to the Platform; or (iii) the commencement of the Services.

Explori Media

a company registered in England and Wales with company number 07723321, whose registered office is at Explori Corinthian House, 17 Lansdowne Road, Croydon, United Kingdom, CR0 2BX.

Explori Media Assets

the question sets, designs, workflows and other items supplied by Explori Media in relation to the Client’s use of the Platform and/or the Services.

Explori Media Data

the data created and / or supplied by Explori Media, the Platform and/or the Services, including aggregate and benchmark data created from the Client Data.

Explori Media Privacy Notice

Explori Media’s privacy notice available at: https://www.explori.com/privacy-policy.

Force Majeure Event

any event, circumstance or cause not within a party's reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; and law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); non-performance by suppliers or subcontractors; collapse of buildings, fire, explosion or accident; and interruption or failure of utility services.

Future Asset

an Asset for which the Asset Due Date is in a future Renewal Term.

Initial Term

as defined in clause 13.2.

Initial Term End Date

as set out in the SOW/ deal/ contract.

Intellectual Property Rights

all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights or similar rights and moral rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent right or form of protection in any part of the world.

Licence Charges

those Charges for the licence to access and use the Platform as set out in the SOW/ deal/ contract.

Licensed Items

the Platform, the Documentation, the Services, the Deliverables, the Explori Media Data and the Explori Media Assets.

Permitted Purpose

the use of the Licensed Items in respect of the Assets solely for the Client’s own internal business purposes.

Personal Data

personal data (as defined in Data Protection Law) and relating to any Asset Participant.

Platform

Explori Media’s proprietary software platform and app used to measure the impact of the Assets, provided in machine-readable object code form only, including any error corrections, updates, upgrades, modifications and enhancements provided from time to time by Explori Media.

Renewal Term

as defined in clause 13.2.

Services

the services provided by Explori Media as set out in the SOW/ deal/ contract.

Services Charges

those Charges for the Services as set out in the SOW/ deal/ contract.

SOW/ deal/ contract

a statement of work entered into by the parties substantially in the form as set out in the SOW/ deal/ contract (as deemed updated for any Renewal Term in accordance with the terms of the SOW/ deal/ contract).

SOW/ deal/ contract Effective Date

the date of the SOW/ deal/ contract.

Super Users

those Users designated by the Client as super users with access to additional management functionality within the Platform.

Users

any person who is authorised by the Client or any Super User to access or use the Platform or Services.

Virus

any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability

a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

The headings in this Agreement shall not affect its interpretation.

A reference to a statute or statutory provision is a reference to it as it is in force from time to time and includes all subordinate legislation made under that statute or statutory provision from time to time.

References to clauses and schedules are to the clauses and schedules of this Agreement.

The Standard Contractual Clauses set out in the Annex to Commission Implementing Decision (EU) 2021 / 914 (“EU SCCs”) and the UK International Data Transfer Addendum (“UK Addendum”) are incorporated into this Annex 2 respectively.

The EU SCCs are incorporated as follows:

• S2.1
  For Explori Media to the Client transfers, Module 4 (processor to controller) apply;
• S2.2
  Clause 7 (docking clause) does not apply;
• S2.3
  The optional wording in Clause 11 (redress) shall not apply;
• S2.4
  The laws of Ireland are the governing laws; and
• S2.5
  The courts of Ireland have jurisdiction over any disputes.

Technical and organisational measures including technical and organisational measures to ensure the security of the data:

Encryption

All data transfer is conducted over SSL (TLS 1.2). All data is encrypted at rest using AWS built-in encryption.

Data Minimization

Electronic Records Storage: All personal data is stored securely and only for as long as is required. Storage on the Explori Platform: Personal data is deleted in accordance with Explori's data retention policy. Data Access: Personal data is only accessed on a need-to-know basis and with appropriate security controls.

Transfer of data: Explori prohibits the transfer of personal information using insecure methods. This includes, but is not limited to:

• S3.1
  Unencrypted email or instant messaging services.
• S3.2
  Personal file sharing applications not approved by Explori.
• S3.3
  Removable media (USB drives, CDs) without proper encryption.
• S3.4
  Any method that does not utilize password protection or other access control measures

Data backups

Backups are stored in secure, cloud-based solutions (AWS) and are taken regularly. Backups are encrypted using AWS built-in encryption. Backup Schedule and Testing: Backups are maintained and tested in accordance with Explori's security policies.

Incident Management

Explori has an Incident Management Policy that details the response to various security incidents.

Vulnerability Scanning and Penetration Testing

Explori's Vulnerability Scanning and Penetration Testing Policy, aligned with our Explori Secure Development Policy, outlines a process for regular security assessments throughout the development process to identify and remediate vulnerabilities as quickly as possible.

Explori Secure Development Policy

Explori adheres to a comprehensive Secure Development Policy that emphasizes security throughout the entire development process. This policy incorporates secure coding practices, code reviews, vulnerability scanning, and other security measures to ensure applications are built with security in mind from the very beginning.