Client's Use of Products and System Policy
This Client’s Use of Products and System Policy (the “CUPS“) are entered into by Zeotap and the entity or person agreeing to these terms (“Client“) and govern Client’s access to and use of the System and/or Products. Capitalized terms not specifically defined herein shall have the meaning set out in the Master Services Agreement (the “MSA”) or Applicable Laws. In the event of a conflict between the terms of the MSA and this CUPS, the MSA shall prevail.
1.1 General. During the Term, Client may access and use the System and/or Products pursuant to the terms of any applicable Order Form, including such features and functions as the Order Form requires.
1.2 Users and Access Details. Client shall ensure that any Users, employees and third parties it makes Client Data and/or Zeotap Data (where applicable) available to as permitted herein are subject to the confidentiality, security and privacy obligations substantially similar to the ones contained in the MSA and this CUPS. In particular, Client shall ensure that Users, employees and third parties that have access to the Access Details are subject to the Content Restrictions, confidentiality, security and privacy obligations substantially similar to the ones in the MSA and this CUPS and that their Access Details shall be deleted and/or made unusable in case of termination or expiration of the employment agreement with such employees.
1.3 Usage of Products and System by customers and Users. Client is responsible and liable for: (i) Client’s customers and other Users’ use of the System and/or Products, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Client; and (ii) any use of the System and/or Products through Client and/or User account, whether authorized or unauthorized.
1.4 Risks. Client recognizes and agrees that the supply of Products involve risks of unauthorized disclosure or exposure and that, in accessing and using the System and/or Products, Client assumes such risks.
1.5 Feedback. Client acknowledges and agrees that Zeotap has no obligations treat as confidential any Feedback (as defined below) that Client, Client’s customers, or other Users provide to Zeotap, and nothing in the MSA or in the Parties’ dealings arising out of or related to this Agreement will restrict Zeotap’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Client or the Client’s customers or other User in question. Feedback will not constitute Client Confidential Information. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Zeotap’s products or services.)
1.6. Disclaimer. CLIENT ACCEPTS THE PRODUCTS, SYSTEM AND ZEOTAP DATA (WHERE APPLICABALE) “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (i) ZEOTAP DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS AND/OR SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (i) ZEOTAP DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS AND/OR SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CLIENT DATA WILL REMAIN PRIVATE OR SECURE.
1.7 Updates. Zeotap may make commercially reasonable updates to the System and/or Products from time to time, which will be reflected in the Documentation. Zeotap will inform Client if Zeotap makes a material change to the System and/or Products that has a material impact on Client’s use of the Products.
1.8 Client’s and Users’ Restrictions. Client will not, and will not allow Users to, (i) copy, modify, or create a derivative work of the Products; (ii) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Products (except to the extent such restriction is expressly prohibited by Applicable Laws); (iii) sell, resell, sublicense, transfer, or distribute any or all of the Products; or (iv) access or use the Products or System in violation of the Acceptable Use policy (see below) or in a manner intended to avoid incurring Fees or to circumvent Product-specific usage limits.
1.9 Usage of Products and System. Client will: (i) ensure that Client and its Users’ use of the System and/or Products complies with the MSA, (ii) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the System and/or Products (including without limitation by protecting its passwords and other log-in information), and (iii) promptly notify Zeotap immediately of any known or suspected unauthorized use of, or access to, the System, or Client’s password, or breach of its security and shall use best efforts to stop said breach. Zeotap reserves the right to investigate any potential violation of the Acceptable Use policy (see below) by Client.
1.10 Usage of Third Party Platform. Both Parties acknowledge and agree that where a Third Party Platform is utilised, the Parties shall use such platform in accordance with that Third Party Platform’s terms and conditions, policies and legal requirements.
2.1 Restrictions on the Usage of Zeotap Data. Where Output Data and/or Zeotap Data is shared with Client, Client shall not use Zeotap Data or any other content made available in such a way as to: (i) transfer, share, license or make available Zeotap Data to any third party, other than permitted in the MSA; (ii) use Zeotap Data in a way that such could be recognized as Personal Data or special categories of Personal Data; (iii) facilitate the merging of directly identifiable Personal Data or sensitive Personal Data with Zeotap Data; (iv) attempt to store, decompile or re-identify Zeotap Data; (v) use Zeotap Data for any purpose other than provided in the MSA; (vi) reproduce, modify, enhance or create derivative works of any Zeotap Data other than permitted hereunder.
2.2 Zeotap Data and Third Parties. Where Output Data and/or Zeotap Data is shared with Client, Client may not disclose the underlying Online Identifiers, or any other data attribute supplied by Zeotap to a third party other than the agreed Third Party Platforms subject to the restrictions under the MSA.
2.3 Retention Policy. Client shall ensure that Zeotap Data is not retained by the Third Party Platform or Client beyond the time limits allowed by Zeotap. Specifically, the time-to-live period after which the Zeotap Data shall be regularly deleted shall be of 30 (thirty) days. Zeotap may request Client´s written certification signed by an authorized representative confirming the deletion of Zeotap Data.
2.4 Deletion Policy. In the event of termination or expiration of the MSA or if requested by Zeotap to comply with the Applicable Laws and/or with a request of Zeotap’s Data Partners, Client shall immediately cease to use Zeotap Data and the System and delete, destroy, or return all Zeotap Data and Implementation Guides (as defined below) in its possession or under its control within 10 (ten) days. Campaign reports do not have to be deleted. (“Implementation Guides” means any documents relating to the System and/or Products including but not limited to Zeotap Collect: Pixel Implementation Guide, Zeotap Collect: File Upload Guide and Zeotap Collect: Web JS Implementation Guide).
3.1 Client Data. Client shall ensure that Client Data is not exposed or disclosed through errors or the actions of third parties. Client shall further ensure the accuracy of data uploaded to the System by Client, including without limitation, Client Data and any other data uploaded.
3.2 Erasure of Client Data. Client recognizes that Zeotap may permanently erase Client Data if Client’s account is delinquent, suspended, or terminated for 30 (thirty) days or more.
Use of the System and/or Products are subject to this Acceptable Use Policy (“AUP”). In the event that Zeotap suspects any breach of the requirements of the MSA and/or the CUPS, Zeotap may suspend Client and/or User access to the Products and System without advanced notice, in addition to such other remedies as Zeotap may have.
Client agrees not to, and not to allow Users or third parties to use the System and/or Products:
- to violate, or encourage the violation of, the legal rights of others;
- to engage in, promote or encourage illegal activity;
- for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
- to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
- to interfere with the use of the System, or the equipment used to provide the Products, by customers, authorized resellers, or Users;
- to disable, interfere with or circumvent any aspect of the System;
- to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations;
- to use the System, or any interfaces provided with the Products, to access any other Zeotap product or service in a manner that violates the terms of service of such other Zeotap product or service;
- allow third parties to exploit the System, except as specifically authorized by the MSA and/or the CUPS;
- to provide the System passwords or other log-in information, including Access Details, to any third party, except as specifically authorized by the MSA and/or CUPS;
- to share non-public Product and System features or content with any third party, except as specifically authorized by the MSA and/or CUPS;
- to access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics, or to copy any ideas, features, functions or graphics of the System;
- to engage in web scraping or data scraping on or related to the System, including without limitation collection of information through any software that simulates human activity or any bot or web crawler;
- to access any computer or communications system without authorization, including the computers used to provide the Service;
- to attempt to penetrate or disable any security system;
- to attempt to access or otherwise interfere with the accounts of other users of the Products.