Cookiy AI Terms and Conditions
Last Updated: November 2025
Version: 2025:1
Introduction
Cookiy AI provides, on a Software-as-a-Service basis or Managed Service basis, an online multi-tenanted platform (the "Cookiy AI Platform" or the "System") for market research and insights which enable companies to:
- Build and manage panels of consumers or professionals
- Make available their panels to other companies that use the Cookiy AI Platform
- Select samples to execute surveys or other market research programs
These Terms and Conditions are applicable for services provided to Clients by Cookiy AI in relation to the Services ("Managed Services"), whereby Cookiy AI inter alia executes sample purchases for surveys or other market research projects on behalf of the Client in the System.
Note: Clients can order Managed Services via email or telephone to the Client's Cookiy AI contact. Where Client initiates and/or executes projects by itself via the System, the terms and conditions provided in the System (or other terms and conditions separately agreed between the Parties) shall apply.
For the purpose of these Terms and Conditions, when it is stated that Client executes an action, it will include Cookiy AI executing such action on behalf of the Client. Any project order confirmation together with these Terms and Conditions, constitutes an "Agreement".
Table of Contents
- Definitions and Interpretation
- Applicability
- Service and Services
- Industry Standards
- Execution of Surveys
- Fees and Payments
- System Availability and Changes
- Subcontracting
- Personal Data / Data Protection
- Compliance with Laws and Regulations
- Confidential Information
- Indemnification
- Right to Audit
- Limitation of Liability
- Termination and Suspension
- Miscellaneous
- Governing Law and Jurisdiction
1. Definitions and Interpretation
1.1 Definitions
| Term | Definition |
|---|---|
| Agreement | These Terms and Conditions together with the project order confirmation. |
| Ad Hoc Supply | A sample supply source that is external to the System that is managed by the Client with the System. |
| API | Cookiy AI's Application Programming Interface including Cookiy AI's Buy-side and Supply-side APIs. |
| Applicable Laws and Codes | All applicable international, national, federal, state and/or local laws, rules, regulations, requirements, statutes, codes, decisions and opinions, including but not limited to the California Consumer Privacy Act ("CCPA"), the EU-GDPR (EU) 2016/679, the UK Data Protection Act 2018, the German Federal Data Protection Act, U.S. Health Insurance Portability and Accountability Act of 1996, the United States CAN-SPAM Act, the Gramm-Leach-Bliley Act, the Children's On-Line Privacy Protection Act, the ethical codes of ESOMAR (www.esomar.org), and any amendments thereto. |
| Cookiy AI | Cookiy AI and/or the applicable affiliate identified in the relevant project order confirmation. |
| Client | You, the Customer receiving the Services and the System pursuant to this Agreement. |
| Complete | A completed Survey (and associated Survey responses) finished by a Survey respondent who has not been screened out and is retained at the end of the Survey. |
| Completion Date | The date the final Complete is delivered by the System. |
| Confidential Information | As set out in Section 11.1. |
| Conversion Rate | The ratio calculated by the System as: number of Completes / number of respondents who started the survey. |
| Cookie | Text files containing small amounts of information, which are downloaded to a user's device when he or she visits a website. |
| Cost Per Interview (CPI) | The Cost Per Interview as determined by the System, unless the Client is using Cookiy AI's Custom CPI functionality. |
| Custom CPI | The Cost per Interview as determined by the Client for a specific Survey using Cookiy AI's Custom CPI functionality. |
| Disclosing Party | The Party disclosing Confidential Information. |
| Drop Out Rate (DOR) | The ratio calculated by the System as: number of timed-out respondents / (number of Completes + number of screened respondents + number of timed-out respondents). |
| Fee / Fees | The fees for the Services provided under this Agreement. |
| Incidence Rate (IR) | The ratio calculated by the System as: number of Completes / (number of Completes + number of screened respondents). |
| Length of Interview (LOI) | The median length of the interview calculated in minutes by the System. |
| Managed Service(s) | A service provided to Clients by Cookiy AI in relation to the Services. |
| Minimum Project Fee | A minimum Fee that may be charged on a Project. |
| Non-Panel Member | An individual that is not a member of a Panel, but may be offered a Survey via the System. |
| Non-Panel Source | A collection of individuals who have agreed to be invited to and participate in Surveys or other research programs that are not part of a Panel. |
| Optimizer | Cookiy AI's proprietary survey routing platform. |
| Panel | A collection of individuals who have agreed to be invited to and participate in Surveys or other research programs. |
| Panel Member | A member of a Panel. |
| Party / Parties | Cookiy AI and the Client, each of which shall be referred to as a Party and collectively as Parties. |
| Personal Data | Any information relating to an identified or identifiable natural person (i.e., a private individual as opposed to a corporate or other comparable entity). Sometimes referred to as Personally Identifiable Information or PII or Personal Information. |
| Project | A project specified in the project order confirmation. |
| Receiving Party | The Party receiving Confidential Information. |
| Sample | The collection of potential Survey participants from a Panel, the demographic parameters of which are specified in the project confirmation. |
| Service | A product or service ordered by a Client, including a Managed Service as applicable, under this Agreement and made available by Cookiy AI. |
| Supply Partner(s) | The persons or legal entities owning a Panel or having access to a Panel or Non-Panel Source. |
| Survey | A survey, any related materials and any related Survey invitations that are developed by or on behalf of Client, to be sent to Panel Members and Non-Panel Members. |
| Survey Content | Any content of a Survey, including Survey language, topics, questions, video, images etc. |
| Survey Hosting Firm | An entity, normally the Client, that programs and/or hosts a Survey. |
| Survey Hosting Tool | The software used to program and host a Survey. |
| Survey Invitation | A survey invitation that is developed by or on behalf of Client, to be sent to the Sample. |
| Survey Link | A link to a Survey. |
| Survey Quotas | The quotas for a Survey. |
| Survey Routing / Survey Router | A technology-based mechanism for allocating online surveys, using software and an algorithm to assign online surveys to a stream of potential online respondents. |
| System | The system Cookiy AI uses to provide Services. |
| Techniques | Any inventions, discoveries, innovations, documents, materials, software (including source code) or information related to methods, tools, designs, techniques, know-how or analysis used in Cookiy AI's business. |
| Terms and Conditions | These Terms and Conditions. |
1.2 Interpretation
Section headings used in this Agreement are for convenience only and have no legal effect. As used herein, the term "including" means "including without limitation".
2. Applicability
2.1 Applicability of the Agreement
These Terms and Conditions together with the Client's project order confirmation, constitutes the "Agreement" and is applicable to the delivery of the Services.
2.2 Other Applicable Terms and Conditions
Where Client initiates and/or executes projects by itself via the System, the terms and conditions provided in the System (or other terms and conditions separately agreed between the Parties) shall apply.
3. Service and Services
3.1 Services
Cookiy AI will provide the Services pursuant to the terms of this Agreement.
3.2 Ordering of Services
Clients can order Managed Services via email or telephone to the Client's Cookiy AI contact.
4. Industry Standards
4.1 Industry Codes
The Services made available to the Client pursuant to this Agreement will be in accordance with all generally accepted professional industry standards and practices, including the codes of ESOMAR (www.esomar.org).
4.2 Security & Compliance Certifications
Cookiy AI maintains an information security management system in accordance with:
- ISO/IEC 27001 certification
- SOC 2 compliance
- GDPR compliance
The Services made available to the Client pursuant to this Agreement will be rendered in accordance with the foregoing.
5. Execution of Surveys
5.1 Sampling and Survey Routing
Unless otherwise agreed in writing between Cookiy AI and the Client, Cookiy AI reserves the right to select the Panel Members which will receive a Survey invitation and which Non-Panel Members that will be offered the opportunity to take part in a Survey.
5.2 Survey Content
The Client is solely responsible for all Survey Content. Client agrees that all Survey Content will comply with all Applicable Laws and Codes, including but not limited to laws and regulations regarding the interviewing of children. The Client will be held solely liable for any violation of this Section. Cookiy AI reserves the right to remove any Survey Content that violates the terms of this Agreement.
5.3 Survey Testing
Unless otherwise agreed in writing between Cookiy AI and the Client, or when a Client is using their own Panel, prior to initiating a Survey, the Client will make the Survey available to Cookiy AI for testing and approval. Cookiy AI reserves the right to, at its sole discretion, deny the implementation of a Survey for any reason.
Important: The Client may not, without Cookiy AI's prior written approval, change, modify or alter in any way a Survey after it has been approved by Cookiy AI.
The Client is solely responsible for ensuring that every Survey:
- Contains the proper language translations
- Does not contain any inappropriate or offensive language
- Is complete, accurate and tested
Client is also responsible for informing Cookiy AI if there are any questions included in the Survey that collect Personal Data.
5.4 Survey Links
The Client is responsible for ensuring that correct Survey Links are embedded in a Survey, and that only Panel Members or Non-Panel Members, eligible to complete the Survey, are directed to the Survey. Incentives will be paid to Panel Members and Non-Panel Members who return to Cookiy AI's Complete Survey Link.
5.5 Survey Quotas
All Survey Quotas should be set-up within the Survey Hosting Tool and/or the System. Any Survey Quota overages are the responsibility of the Survey Hosting Firm. Cookiy AI is not responsible for any costs incurred as a result of over-sampling unless agreed at the commissioning of the Project.
5.6 Project Pause and Stop Conditions
Cookiy AI reserves the right to PAUSE Sample deployment for:
| Condition | Threshold |
|---|---|
| IR change from original estimate | ≥ 25% |
| LOI change from original estimate | ≥ 25% |
| Drop Out Rate (DOR) | > 25% |
| Survey Quota-full level | > 25% |
| Conversion Rate | < 5% |
Cookiy AI reserves the right to STOP Sample deployment for:
| Condition | Threshold |
|---|---|
| Country LOI or IR rules broken | Any violation |
| Drop Out Rate (DOR) | > 40% |
| Survey Quota-full level | > 35% |
| Conversion Rate | < 4% |
Cookiy AI reserves the right to charge the Client for any delivered Completes at the standard rate for Projects that are stopped pursuant to this Section or other reasonable grounds.
5.7 Project Pause for DOR Reasons
Cookiy AI reserves the right to pause a Project to troubleshoot issues related to the DOR if the DOR on any given Project exceeds 25%. If the DOR on any given Project reaches 40%, Cookiy AI reserves the right to cancel the Project entirely. An additional Fee of 1 EUR/GBP/USD per Panel Member or Non-Panel Member may be charged on a case-by-case basis if the DOR exceeds 25%.
5.8 Survey Screeners
The following rules apply for Survey screeners:
- The screener section of a Survey should not exceed 3 minutes or 10 questions
- The Survey Quota questions should be presented in the screener within 3 minutes or 10 questions
For any particular Survey, Panel Members and Non-Panel Members that screen out or do not qualify for a Survey because a Survey Quota has been exceeded will not be paid an incentive for the Survey by Cookiy AI.
5.9 Survey Quota-Full Levels
If Survey Quota-full levels reach more than 20% of the total number of Completes, then Cookiy AI reserves the right to charge a Fee of 1 EUR/GBP/USD per Panel Member or Non-Panel Member. However, any charges will be discretionary and discussed with Clients before being finalized.
5.10 Duplicates from Non-Cookiy AI Sample Sources
If the duplicate level of Completes after post fieldwork data checks by the Client are reported to exceed 3% of the total number of Completes, and the duplicates are a result of the Client using other sample providers or their own Panel, Cookiy AI reserves the right to charge a Fee of 1 EUR/GBP/USD per duplicate Complete in excess of 3% of the total number of Completes.
5.11 Timing for Delivery of Respondent IDs
For Projects not Using API:
Unless otherwise agreed in writing, the Client shall provide the final Respondent IDs to Cookiy AI no later than five (5) business days after a Project has been closed. Cookiy AI reserves the right to close a Project, issue the invoice and charge an additional fixed fee of 500 EUR/GBP/USD due to late delivery.
For Projects Using API:
Unless otherwise agreed in writing, the Client shall close a Project in the System no later than five (5) business days after the last Complete has been delivered by the System.
5.12 Panel Member Solicitation
The Client may not solicit or recruit Panel Members or Non-Panel Members to become members of a Client's Panel, mailing list, or any other Panels or send any commercial advertising to the Panel Members or Non-Panel Members, available through the System, unless otherwise agreed in writing between Cookiy AI and the Client.
5.13 Mobile App Downloads
Unless a Client is already distributing a downloadable desktop or mobile app to its own Panel, the Client must obtain prior written approval from Cookiy AI before inviting Cookiy AI's Panel Members or Non-Panel Members to download the desktop or mobile app.
5.14 Cookies
The Client will not place any cookie on the devices of Panel Members or Non-Panel Members without Cookiy AI's written consent.
5.15 Standard Fieldwork Period
Standard fieldwork period is seven (7) days unless otherwise specified by the Client in the System.
6. Fees and Payments
6.1 Fees Payable to Cookiy AI
When a Client executes a Project with the System, Cookiy AI is entitled to be paid the Fee that is computed by the System or determined by the Client if Client is using Cookiy AI's Custom CPI functionality.
6.2 Sample Pricing
Pricing for a Sample is calculated on a CPI basis and includes the cost for the Panel Member incentive, unless otherwise agreed to and confirmed in advance by Cookiy AI and Client in writing. Pricing will be presented by the System as a CPI for each target group and total Project cost for each order.
6.3 Delivered Completes Exceeding Requested Completes
If the number of delivered Completes exceeds the number of requested Completes, the Client must pay for the actual number of delivered Completes unless otherwise agreed with the Client during the Project fieldwork period.
6.4 Requested Completes Not Reached
In case the number of requested Completes for a Survey is not reached, the Client must pay the CPI for the delivered Completes.
6.5 Project Cancellation in Field
If the Client cancels a Project once in field, Sample deployment will stop, but Cookiy AI reserves the right to charge the Client for:
- All delivered Completes
- A cancellation Fee of 500 EUR/GBP/USD
6.6 Minimum Project Fee
Cookiy AI reserves the right to charge a Minimum Project Fee on any Project. Any Minimum Project Fee for a Project will be communicated by Cookiy AI to the Client outside of the System.
6.7 Project Management Fee
If Client requests that Cookiy AI assigns a Project Manager to run a Project and manage fieldwork on their behalf, Cookiy AI reserves the right to charge a Project Management Fee. Any Project Management Fee will be communicated by Cookiy AI in advance.
6.8 Additional Fees
| Service | Fee |
|---|---|
| Approved placement of cookies | Subject to fee |
| Approved collection of Personal Data | Subject to fee |
6.9 Final Invoiced Amount
The final invoiced amount will reflect the price in the System pricing rate card corresponding to the ordered Project volume, LOI and IR specifications. Adjustments may be made if:
- Actual LOI differs more than ±25% from the estimated LOI
- IR differs more than ±25% from the estimate
- Ordered Project volume differs from the final volume
6.10 System of Record
The Client acknowledges and agrees that information related to Fees is presented in the System and will govern any disputes related to any Fee.
6.11 Invoicing
The Fees payable to Cookiy AI by the Client will be invoiced upon completion of a Project. Cookiy AI reserves the right to issue partial invoices for Projects based upon delivery within a given month.
6.12 Payment Terms
| Term | Details |
|---|---|
| Payment deadline | 30 days from receipt of correct invoice |
| Overdue interest | 12% per annum (or maximum rate permitted by law) |
| VAT/GST | All Fees are exclusive of VAT/GST or similar tax |
Cookiy AI will have the option of suspending all Services if any amount due is not paid when due.
6.13 Currency
All pricing and invoicing will be in local currency, or the currency agreed and confirmed in advance by Cookiy AI and Client in writing.
7. System Availability and Changes
7.1 System Availability
Client acknowledges that the Services provided by Cookiy AI require the use of a complex System, which operates using the Internet, and includes factors outside the control of Cookiy AI. Accordingly, Client acknowledges that Cookiy AI is providing the Services on a best commercial effort basis.
Disclaimer: Cookiy AI expressly disclaims any and all warranties, expressed and implied, for the Services and the System including any warranties of title, merchantability, and fitness for a particular purpose.
7.2 System Changes
Cookiy AI may change certain aspects of System during the life of a Project. Such changes may include but are not limited to:
- Reward frequency and amount
- Payment method
- Survey invitation wording
- Recruitment sources and methodologies
- Retention practices
Client will be informed of any significant changes to panel management or recruitment through the System.
8. Subcontracting
Cookiy AI may, upon notice to Client, subcontract one or more portions of the execution of any Service. Cookiy AI will:
- Use its best commercial efforts to ensure quality of work
- Ensure Services conform to the provisions of this Agreement
- Be responsible for all work undertaken by a subcontractor
9. Personal Data / Data Protection
9.1 Cookiy AI as Processor
The Client is hereby informed and acknowledges that to the extent personal data, related to Panel Members and Non-Panel Members, are processed by Cookiy AI in the provision of Services, Cookiy AI only processes such personal data as a processor, acting on behalf of Supply Partners, who are the controllers of, and responsible for, the processing of the personal data.
9.2 Client as Controller
The Parties acknowledge and agree that in relation to Personal Data, which the Client may access and collect about Panel Members and Non-Panel Members, through the Services and Surveys, Client shall be the controller of, and responsible for, the processing of the personal data and that it complies with all relevant laws and regulations as well as industry standards.
9.3 Client Obligations
Client undertakes to:
- Security Measures — Implement measures regarding the security, integrity and confidentiality of all Personal Data
- Access Control — Not permit any unauthorized access to, or use, disclosure, publication or dissemination of, Personal Data
- Confidentiality — Ensure that authorized persons have committed themselves to confidentiality
- Breach Reporting — Report any Personal Data breaches to Cookiy AI without undue delay
- Data Retention — Ensure that Personal Data is not stored longer than permitted by Applicable Laws and Codes
- Sub-processors — Ensure sub-processors comply with equivalent terms and conditions
9.4 Client Warranties
Client warrants and covenants to Cookiy AI that Client will:
- Abide by and comply with all Applicable Laws and Codes
- Not breach any laws or regulations in connection with use of the System
- Indemnify and hold Cookiy AI harmless for any breach
9.5 Privacy and Security Policies
Client acknowledges and agrees that it has enacted, or will enact, without undue delay following the execution of the Agreement, commercially reasonable privacy and data security policies. Client agrees that within three (3) business days following a written request from Cookiy AI, Client will provide copies of such policies.
9.6 CCPA Compliance
Where personal data subject to the CCPA is collected, processed or transferred, the following shall apply:
Each Party shall:
- Maintain Reasonable Security Measures
- Limit access to personal data to authorized employees and approved subcontractors
- Treat personal data with strict confidence
- Remain in compliance with CCPA at all times
- Provide CCPA-compliant notices to California consumers
Record Retention:
The Parties will record and retain, for a minimum of two (2) years after expiration or termination of any Agreement, records of any notice to, and consent or request from, individuals regarding the collection, disclosure, retention and use of personal data.
9.7 Transfer of Personal Data
For transfers of any Personal Data to any country outside EEA without an adequate level of data protection, the Parties agree to apply the EU Standard Contractual Clauses pursuant to Commission Implementing Decision (EU) 2021/914.
10. Compliance with Laws and Regulations
10.1 Cookiy AI Compliance
Cookiy AI shall comply with all Applicable Laws and Codes.
10.2 Client Compliance
Client shall comply with all Applicable Laws and Codes.
11. Confidential Information
11.1 Definition of Confidential Information
"Confidential Information" refers to any information, regardless of whether it is marked as confidential, including without limitation:
- Business and marketing plans, strategies and programs
- Client lists and financial information
- Pricing information and employee lists
- Technical information and business methods
- Product and service information
- Vendor relationships and information
Exceptions: This Agreement does not apply to Confidential Information:
- In the public domain at the time of disclosure
- Rightfully in Receiving Party's possession
- Available from a third party not bound by confidentiality obligations
- Independently developed by Receiving Party
11.2 Use and Disclosure
Receiving Party shall:
- Not use Confidential Information for any purpose other than in connection with this Agreement
- Protect Confidential Information with at least the same degree of care as its own
- Not reverse engineer, disassemble, or decompile
- Not export without prior written consent
- Not disclose except to personnel on a need-to-know basis
11.3 Statutory Requirements
This Agreement shall not prohibit disclosure required by applicable law, provided that Receiving Party must give Disclosing Party prior written notice (if legally permitted).
11.4 Survival
The obligations of confidentiality under this Section shall survive any termination of this Agreement for five (5) years.
11.5 Survey Information and Data
| Category | Ownership |
|---|---|
| Survey questionnaire and related content | Client (unless provided by Cookiy AI) |
| Survey data collected | Client (unless provided by Cookiy AI) |
| Techniques used by Cookiy AI | Cookiy AI (exclusive property) |
12. Indemnification
12.1 Indemnification by the Client
The Client agrees to indemnify Cookiy AI and its officers, agents, employees and subcontractors against all claims for damages caused by:
- Products or services supplied by the Client
- Negligence or willful acts or omissions by the Client
- Breach of representations, warranties, covenants or obligations
12.2 Indemnification by Cookiy AI
Cookiy AI agrees to indemnify the Client and its officers, employees and agents against third-party claims for damages caused by:
- Negligent acts or omissions or willful misconduct of Cookiy AI
- Breach of terms, obligations, covenants, or agreements
12.3 Third Party Claims
Client warrants that its use of the System or a Service will always be compliant with Applicable Laws and Codes and will not infringe any third party's intellectual property rights.
13. Right to Audit
Cookiy AI reserves the right to audit the Client with:
- Minimum two weeks (10 business days) notice
- Scope document and request for deliverables
- Access to Client's site(s) if needed
- Availability of necessary employees for interviews
Cost:
- Audits at Cookiy AI's sole expense
- If audit reveals material noncompliance, cost will be borne by the Client
14. Limitation of Liability
14.1 Exclusion of Damages
In no event will Cookiy AI be liable to the Client for any:
- Consequential damages
- Incidental damages
- Indirect damages
- Special damages
- Loss of data
- Loss of profits
14.2 Liability Cap
Cookiy AI's aggregate liability shall not exceed the amounts paid to Cookiy AI by Client under this Agreement in the previous twelve (12) months.
15. Termination and Suspension
15.1 Termination for Convenience
Cookiy AI may terminate any Agreement for convenience with seven (7) days written notice.
15.2 Suspension
Cookiy AI reserves the right to suspend the Client's account if Cookiy AI reasonably suspects unlawful or unethical activity or finds it necessary to protect Cookiy AI's interests.
15.3 Subscription Terms
| Term | Details |
|---|---|
| Initial Term | As set forth in project order confirmation |
| Auto-Renewal | Agreement automatically renews for successive annual terms |
| Non-Renewal Notice | Four (4) months prior to expiration |
| Renewal Pricing | 3-5% increase over preceding year |
16. Miscellaneous
16.1 Entire Agreement
This Agreement constitutes the full and complete understanding of the Parties hereto with respect to the subject matter described in the project confirmation and supersedes all prior agreements.
16.2 Amendments
No amendments, changes, revisions or discharges of this Agreement shall have any effect unless set forth in writing and signed by authorized representatives of the Parties.
16.3 Severability
The invalidity or unenforceability of any particular provision of this Agreement will not affect the other provisions hereof.
16.4 Independent Contractor
Cookiy AI is and will remain an independent contractor. Nothing in this Agreement will be construed to place the parties in the relationship of employer-employee, joint ventures, or principal and agent.
16.5 Force Majeure
Each Party will be excused for failures and delays in performance caused by:
- War, civil war, riots or insurrections
- Laws, proclamations, ordinances or regulations
- Strikes, floods, fires, explosions
- Other circumstances beyond reasonable control
16.6 Waiver
The failure of either Party to take action as a result of a breach will not constitute a waiver of rights.
16.7 Use of Identifying Marks
Neither Party will use the name, trademark, logo or other identifying marks of the other Party without prior written consent.
17. Governing Law and Jurisdiction
17.1 Governing Law
This Agreement will be governed by and construed in accordance with:
- The governing law designated in Cookiy AI's Privacy Policy (if any)
- The laws specified in the project order confirmation
- The laws of the United States (as default)
17.2 Dispute Resolution
Any dispute arising out of or in connection with this Agreement shall be resolved in the manner set forth in Cookiy AI's Privacy Policy. If not specified:
- Proceedings may be brought in courts located in the United States
- Each Party consents to non-exclusive jurisdiction of such courts
- Parties may agree to submit disputes to arbitration by written amendment
17.3 Other Actions
Nothing in this Agreement will affect the right of Cookiy AI to serve legal process in any manner permitted by law.
Document Version: 2025:1
Last Updated: November 19, 2025
See also: Privacy Policy