CMM Media Monitoring Services Appendix
This Monitoring Services Appendix (“Appendix ”) supplements the existing agreement in place between the parties (“Master Agreement ”). Capitalized terms used but not defined in this Appendix have the meanings given in the Master Agreement. In the event of any conflict between this Appendix and the Master Agreement, this Appendix prevails.
1. Definitions
“Indemnitees ” with respect to a party, that party, its Affiliates, and its own and its Affiliates’ own directors, officers, employees, agents, and other representatives, and includes Supplier’s third-party content providers.
“Reports ” means Services that are delivered to Customer in the form of analytic reports or another writing forms, including but not limited to system reports, manual alerts notifications and manual customized reports.
“Services ” means the CMM media monitoring and analysis services as well as Reports services that Supplier provides to Customer.
“Supplier Data ” means any data in Supplier’s platform that Supplier uses in providing the Services, but excludes Reports.
2. Service Terms
2.1 User Protection. Customer's use of the Services will comply with Applicable Law (including China) as well as the Master Agreement and this Appendix. Customer’s use of the Services will not infringe any legitimate rights and interests of the nation, Supplier and other third parties, including but not limited to, intellectual property rights. Customer will not: (a) knowingly display, distribute, or otherwise make Supplier Data available to any person or entity that it reasonably believes may use Supplier Data in a manner that would have the potential to be inconsistent with that individual’s reasonable expectations of privacy; (b) conduct research or analysis that isolates a small group of individuals or any single individual for unlawful or discriminatory purposes; (c) use Supplier Data to target, segment, or profile any individual based on health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by Applicable Law; (d) without Supplier’s prior written consent, but subject to Applicable Law, display, distribute, or otherwise make Supplier Data available to any member of the foreign intelligence community or any other government or public-sector entity.
2.2 Destruction , Removal and Correction of Supplier Data . Supplier may be required to remove or correct Supplier Data. In such cases, Supplier will notify Customer of the impacted Supplier Data that requires removal or correction, and Customer will promptly remove or correct such data from its systems. Upon termination or expiration of Customer’s Agreement, or as otherwise required by Applicable Law, Customer shall delete or destroy all Supplier Data that it has obtained, excluding Reports, and it shall certify to Supplier that such deletion and destruction has been completed.
2.3 Usage Restrictions . Without Supplier’s prior written approval, Customer will not use the Supplier Data as evidence in legal proceedings, in political activities or for any public display including, but not limited to, marketing, advertising, endorsement, publicity, and educational exhibition. Customer will not reproduce, distribute, disseminate, sell, publish, broadcast or retransmit Supplier Data to anybody other than its Users for their own internal use.
2.4 Data Transfer Restrictions . Customer acknowledges that Supplier Data is subject to the cross-border data transfer restrictions imposed by Supplier’s content providers. Customer will ensure that any User IDs and passwords to use the Services are kept confidential and will not provide any User IDs and passwords to any third parties without the prior written consent of Supplier. Customer will not provide Supplier Data to any third party entity incorporated outside of mainland China or any User or any third parties whose IP address is located outside of mainland China. In the event that Customer breaches this section, Supplier has the right to terminate this Agreement immediately on written notice to Customer.
2.5 Supplier Data License . Supplier grants to Customer a non-exclusive, non-transferable, royalty-free, license to use, download or copy from Supplier’s systems, solely for Customer’s internal business purposes.
2.6 Customer Data License. Customer grants to Supplier a non-exclusive, royalty-free license to process Customer Data for the purposes of providing the Services.
2.7 Availability Limitation of the Platform . The Services availability will exclude downtime caused by: (1) scheduled maintenance; (2) emergency maintenance; and (3) Force Majeure (as defined in the Master Agreement). Access to the Services may be available during scheduled maintenance periods, but performance may be slower than normal.
2.8 Support . Customer will have unlimited access to Supplier’s online product support center upon logging into the Services.
2.9 Disclaimers . Supplier does not maintain or control third-party content or the content of other websites that may be made available via the Services or within Reports and Supplier is not responsible for the same. Supplier Data is provided “as is”, exclusive of any express or implied warranties. Third-party sources may choose at any time to modify applicable restrictions or prohibit their content from being accessed under this Agreement.
2.10 Customer’s Indemnity . Customer will indemnify Supplier’s Indemnitees against Losses arising out of a third-party Claim by a content source against Supplier arising from Customer’s use of such third-party’s content.
2.11 Agency Customers . If Customer is an advertising or public relations agency, Customer may use the Services on behalf of a designated client of Customer, only in accordance with this Agreement, and Customer must flow down to its client any restrictions regarding the use of Reports or of the third-party source set forth in the Agreement.
3. Reports
3.1 Use of Reports . Reports may include data from third-party sources, Supplier’s analysis of third-party sources, and excerpts, summaries of, and/or links to third-party sources. For the avoidance of doubt, Supplier will not translate full articles nor distribute the full text of articles to Customer unless licensed to provide such content. Supplier grants to Customer a non-exclusive, limited license to use, reproduce, display, perform, distribute copies of, and prepare derivative works of the Reports for use solely within the Customer’s organization in connection with its ordinary course of business. Customer agrees that it will not publish, sell, distribute, or provide, in full or part, the Reports to any third party without the prior written consent of Supplier, and in no event may Customer publish, sell, distribute, copy, or reproduce, in full or part, any content from third-party sources contained in a Report or otherwise provided to Customer by Supplier. Customer agrees that (i) Supplier owns the content it contributes to the Reports, (ii) Supplier may re-use its standard Report formats and templates for other customers, and (iii) Reports generally contain summaries and analysis of content from third-party sources, which content remains subject to the copyrights of the underlying author.