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Effective from 18 January 2024
Client’s use of Movio Cinema EQ is subject to the Vista Cloud Standard Terms located at https://cloud.vista.co/vista-cloud-agreement, in addition to these following additional terms. By executing the Vista Key Terms which include Movio Cinema EQ functionality, or otherwise accessing and using the Movio Cinema EQ Services, the Client agrees to be bound by these Movio Cinema EQ Product Specific Terms. Any capitalised terms used by not otherwise defined below have the meaning given to those terms in the Vista Cloud Standard Terms.
If there is an inconsistency between the Vista Key Terms, Vista Cloud Standard Terms, Data Processing Terms and these Movio Cinema EQ Product Specific Terms, the Data Processing Terms will prevail in relation to data protection matters, otherwise the terms will apply in the following order of precedence:
(a) Vista Key Terms;
(b) Movio Cinema EQ Product Specific Terms;
(c) Standard Terms.
Channels means the following social and digital sales channels where they are made available to the Client via the Movio Cinema EQ Service: Facebook, Google Ads, Snap, and Twitter, together with any other digital sales channels Movio makes available to the Client via the Movio Cinema EQ Service. For the avoidance of doubt: (i) “Channels” exclude the Client’s SMS, email, or mobile push notifications; and (ii) Movio may charge the Client additional fees for access to additional digital sales channels via the Movio Cinema EQ Service.
Client’s Permitted Purpose the Client’s own internal business and lawful purposes and for any other purpose specified in these Movio Cinema EQ Product Specific Terms.
Information Security Policy means the information security policy applicable to Movio as may be updated or amended by Movio from time to time in accordance with clause 3.
Movio means the legal entity providing Client with the Movio Cinema EQ Services as set out in the Vista Key Terms, which may be Vista and/or Movio, Inc, as applicable.
Movio Cinema EQ Services means the services described in clause 3.
Releases means new iterations of the Software used to provide the software components and released by Movio from time to time on a regular as required basis and made generally available for access by Movio's clients.
Support & Service Level Framework means Movio’s support and service level policy, available at www.vista.co/movio-support-service-framework, as may be updated and amended by Movio from time to time in accordance with clause 3.
2.1. Software Components
The full outcome delivery of the Movio Cinema EQ Service provided by Movio to the Client pursuant to the Vista Key Terms will, over time, include the components described below. This non-exhaustive list of features for the Movio Cinema EQ Service may be appended to, developed and/or modified from time to time in accordance with this clause, provided that Movio will not materially reduce the functionality of the Client’s Movio EQ Service as provided on the date Movio grants to Client access to the Movio Cinema EQ Service.
The Client agrees and acknowledges that the Movio Cinema EQ Service provided by Movio to the Client pursuant to the Vista Key Terms may not incorporate all components described below.
Component:
Segmentation
Description:
Including but not limited to:
a) The ability to segment groups of Moviegoers based on demographic information, preference data, marketing behaviours and ticket, concession and other transactional activity.
b) The ability to import externally-collected quantitative data for a given Moviegoer and combine it with other filters for analytical and marketing purposes.
Component:
Campaign Creation
Description:
Including but not limited to:
a) Marketing campaign creation and execution tools for automated, one-off or journey-based campaigns distributed via a variety of Client-adopted channels (“Campaigns”).
b) All emails sent via the Movio Cinema EQ Service.
c) Integration to certain of the Client’s Channel Accounts (as available) including Facebook.
d) Post campaign reporting and longitudinal measurement of individual and groups of campaigns incorporating delivery, engagement, redemption and/or financial performance data.
Subscription management, including automatically processing unsubscribe requests, spam complaints and email bounces in accordance legislative and regulatory requirements.
Movio has no liability to the Client nor any third party in connection with anyCampaigns and provides no assurance or guarantee as to the likelihood of success of any Campaigns.
2.2. Third Party Integrations
(a) The implementation and ongoing use of future Releases which adds new functionality may incur third party charges which shall be notified by Movio to the Client in writing. The Client will be given the option of opting not to use such new functionality (and so avoiding such third party charges) or opting to use such new functionality, in which case it will pay the third party charges as notified.
(b) Movio will not charge the Client any fees relating to implementation and integration services required by the Client in order to access and use some or all of a Third Party Feature (as defined in the Standard Terms) which relates to the Services provided by Movio as at the date of the Agreement. Movio reserves its right to charge additional fees relating to implementation and integration services required by the Client in order to access and use some or all of a Third Party Feature which is specifically requested by or unique to the Client or relates to additional Services that may be provided by Movio in the future. Any additional fees will be agreed by the Parties in writing and subject to a Statement of Work. For the avoidance of doubt, any fees charged by a Third Party Feature provider for any such implementation and integration will be for the Client's account.
(c) Where the Client's use of the Movio Cinema EQ Service involves a direct integration to the Client's account for a Channel (as defined below):
(i) The Client acknowledges that integration with Movio Cinema EQ Services may not be available for all Channels.
(ii) The Client agrees that Movio may provide hashed emails or another unique identifier derived from Client Data to each relevant Channel as the Client’s “agent” in order to facilitate a digital Campaign, provided that: (a) Movio will only supply any personal data comprised within such Client Data in encrypted or hashed form via a secure FTP server or transferred via a secure API; and (b) the Client is only authorising Movio, in accordance with this Agreement, to act as the Client's agent solely as a contracted data partner uploading the target audience on behalf and at the direction of the Client and the Parties acknowledge and agree that otherwise there is no agency-principal relationship between the Parties pursuant to this Agreement.
(iii) The Client acknowledges and agrees that in order to activate campaigns on each relevant Channel, the Client will be required to have an account with such Channel, including agreeing to such Channel's terms of use relating to the performance of the Channel's targeted advertising services for the benefit or at the direction of the Client ("Channel Terms"), any fees payable to the Channel and any terms or policies required by the Channel for the use of its advertising services, each as may be updated by the Channel from time to time.
(iv) Movio has no liability to the Client in respect of a Channel's execution of a Campaign through the Services or in respect of the Channel Terms unless caused by an act or omission of Movio which constitutes a breach of the Agreement.
(v) The Client acknowledges and agrees that it is solely responsible for correctly and completely providing its applicable Client account ID, and Movio will have no liability for any distributions to any Client Channel account due to the Client's error or the Client user’s fraudulent or otherwise unauthorized use or provision of any Client account ID. Where Movio accesses the Client's Channel account, it will only do so for the purpose of providing the Services and for no other purpose.
(vi) The Client acknowledges that a Channel may modify, suspend or terminate access to, or discontinue the availability of, its targeted advertising services, either in whole or in part, at any time. The Client may delete the distributed digital campaign audience from the Channel's systems at any time through the Client's account tools and may discontinue its use of such Channel's targeted advertising services at any time (subject to the Client's agreement with the Channel).
2.3. Tableau
The Client acknowledges and agrees that:
(a) The Movio Cinema EQ Service may contain software provided by a third party Tableau Software, LLC (or its Affiliate) (Tableau) which provides users with access to analysis and visualisations of data insights. Movio downloads, installs and operates Tableau on Movio’s Cloud Service Provider’s servers and therefore Movio does not transfer Client Data to Tableau;
(b) Movio has the right to permit the Client access to the Tableau software as part of the Movio Service under this Agreement pursuant to clause 3.7 of the Tableau EULA www.mkt.tableau.com/legal/tableau_eula.pdf;
(c) Tableau has no warranty, support or other obligation or liability to the Client; and
(d) it will comply with the license restrictions set out in clause 3.9 of the Tableau EULA in respect of its use of the Tableau service, which are made a part of and incorporated by reference into this Agreement.
(e) Where the Movio Cinema EQ Service does contain Tableau services, Movio will procure 5 unique login credentials from Tableau for its Permitted Users. Additional user logins may incur additional charges. The provisions set out in clause 2.2 of the Standard Terms will apply to such logins.
2.4. Movio Cinema EQ Implementation
Implementation of the Movio Cinema EQ Services will be scoped at the time of the Vista implementation and will be documented in a separate SOW as agreed in writing between the Parties.
Movio will use commercially reasonable efforts to provide support for the Movio Cinema EQ Services in accordance with its Support & Service Level Framework and Information Security Policy. The Movio Support & Service Level Framework and Movio Information Security Policy may be amended and updated from time to time by Movio provided that Movio will not make any changes which would lower the level of support or security from that current at the time of signing of the Vista Key Terms. Movio will provide the Client with the current Movio Support & Service Level Framework and Information Security Policy promptly on request. For the avoidance of doubt, these obligations do not apply to any other SaaS Services other than the Movio Cinema EQ Services, and do not apply to any Vista group entity other than Movio.
A copy of the Data Processing Terms applicable to Movio’s processing of the Client’s Personal Data is available at here. Exhibit A of the Data Processing Terms sets out the subject matter and duration of the Processing, the nature and purpose of the Processing, the type of Personal Data and categories of data subject as required by Article 28(3) of the GDPR or equivalent provisions of any Data Protection Laws. Where the Client uses Movio Cinema EQ, Exhibit A of the Data Processing Terms is hereby supplemented with the following information:
The categories of the Personal Data to be Processed
Movio Cinema EQ
The types of Personal Data to be Processed includes the following:
A copy of the following data points is transferred from the Client’s Vista Loyalty into the Client’s primary application data base and Processed by Movio for the purpose of providing the Movio Services:
A copy of the following data points is transferred from the Client’s primary application database to Movio’s Data Warehouse where it is logically separated from other client data and Processed by Movio for the purpose of providing the Services:
The categories of Data Subject to whom the Personal Data relates: Movio Cinema EQ - The categories of Data Subjects to whom Personal Data relates is comprised of moviegoer customers of the Client.