PRODUCT SPECIFIC TERMS – IDR
Client’s use of Zeotap’s Identity Resolution Product is subject to (i) MSA and (ii) the following additional terms:
1.1 Zeotap shall supply the Identity Resolution Product to Client on and subject to the terms of this Agreement. The Products will be supplied in material respects in accordance with the description as set out in the Documentation and the SLA.
1.2 Zeotap may suspend the supply of Products and/or access to the System, at any time on reasonable notice to Client: (i) where required to do so by a supervisory or law enforcement authority; (ii) if in the reasonable opinion of Zeotap’s counsel the supply of Products may violate Applicable Laws, as well as Zeotap’s contractual obligations to third parties; (iii) if Zeotap reasonably believes that the supply of Products may cause any harm or give rise to liability, including but not limited to a risk of a data leakage; (iv) if Zeotap’s Data Partner instructs Zeotap to stop using the Zeotap Data required for the supply of Products, or (v) if Client and/or Zeotap access to the Third Party Platform has been suspended. Zeotap shall refund the Client pro rata for any prepaid Fees. If the suspension continues for 30 (thirty) days, the Client shall have the right to terminate this Agreement. Zeotap may terminate this Agreement immediately if a competent public authority or Zeotap´s Data Partner instructs Zeotap to terminate this Agreement which termination instruction Zeotap cannot reasonably defend against.
2.1 Zeotap may provide reports on the Products and Zeotap Data Usage upon request.
3.1 Client hereby grants Zeotap a limited, non-exclusive, sublicensable license to Client Data solely for the supply of Products subject to the conditions hereunder including the rights to: (i) receive, store, and transform Client Data; (ii) reproduce and make derivative works of Client Data; and (iii) transmit and distribute Client Data (or derivative works). Client hereby agrees that Zeotap may make Client Data and/or Data Segments available to: (i) Zeotap’s Affiliates (ii) cloud services providers; and (iii) with regard to Data Segments, to Third Party Platforms.
3.2 The Parties agree that any data (including, in particular, Data Segments) shall be pushed to the Third Party Platforms at no cost. The Parties agree that where any data (including, in particular, Data Segments) is pushed to the Third Party Platforms at a cost, such cost shall not be included in the Fee and shall be paid by Client in addition to the Fees specified under this Agreement.
4.1 Client shall indemnify, defend and hold harmless Zeotap and its Affiliates, directors, officers, employees and agents and its and their respective successors, heirs and assigns (collectively, the “Zeotap Parties”) against any liability, damage, loss, administrative fine or expense (including without limitation court costs, reasonable legal fees and expenses of litigation) (collectively, “Losses”) incurred by or imposed upon Zeotap or any of the Zeotap Parties in connection with any third-party claim, suit, action, demand, proceeding or judgment (each, a “Claim”) arising from Client’s fault, including but not limited to (i) relating to Zeotap’s use of Client Data for the supply of Products as contemplated by this Agreement, especially in connection to the Content Restrictions and privacy obligations whether such obligations have been allegedly violated by Client; (ii) Client´s use of Zeotap Data and/or Output Data and/or Data Segments as contemplated by this Agreement, especially in connection to the Content Restrictions and privacy obligations regardless whether such obligations have been allegedly violated by Client; (iii) Client´s improper use of the System as contemplated by this Agreement, especially in connection to the Content Restrictions, privacy obligation and usage of the Access Details; or (iv) third party claims that, when true, would constitute Client‘s breach of its confidentiality or compliance obligations hereunder.
5.1 The Parties agree that the use of Client Data and Output Data may generate certain Confidential Information, including but not limited to reporting and statistical data. Zeotap may store and use such data generated in line with Applicable Laws by using the Products regardless of the termination of the Agreement: (i) for internal product enhancement and development; (ii) for archival purposes if required to do so under any Applicable Laws, valid court order, rule or regulation; or (iii) to fulfil a valid obligation toward its clients and partners.
5.2 During the Term and for a period of 12 (twelve) months thereafter, Client may not approach or engage with Zeotap’s Data Partners.
6.Privacy and Security
6.1 By accepting the terms of this Agreement, the Parties agree that where any Client Data or Zeotap Data is processed under this Agreement, such processing shall occur only in compliance with all Applicable Laws and in accordance with the DPA.
7.1 Terms defined in the Master Service Agreement shall apply to this Schedule and shall have the same meaning herein as defined in the Master Service Agreement.
7.2 Additional defined terms are set out below.
Client Data means the data set onboarded by Client to the System for the usage of its functionalities, including, if applicable, matching with available Zeotap Data. The data set may include the following data attributes: Online Identifiers, Offline Identifiers, browsing data, interest data, or sociodemographic data.
Content Restrictions means (i) prohibited content (content that Client or its customers should not be advertising), including, but not limited to, counterfeit products, dangerous products or services, enabling dishonest behaviour, inappropriate content (hatred, violence, intolerance, shocking or exploitative content), telecoms carrier products or services (to avoid conflict of interest), and (ii) restricted content (content that Client or its customers may be advertising only in accordance with local regulations), which includes adult content, alcohol, gambling and games, healthcare and medicines (including pharmacies), political content, financial services.
Data Segments means the data set created by Client through functionalities in the System, without gaining access to the underlying Zeotap Data, comprised of Output Data and/or Client Data and/or Zeotap Data (as applicable).
DPA means each of the following Data Protection Agreements: Data Processing Addendum – Joint Controller Agreement and Data Processing Addendum – Agreement for Processing of Client Data by Zeotap and Data Processing Addendum – Agreement for the Processing of Zeotap Data by Client
ID+ means a tokenized individual pseudonymous identifier, created by Zeotap using Zeotap’s proprietary technology and specific to a user.
Offline Identifier means an offline identifier such as email address or phone number from a Client’s CRM system or another source.
Online Identifier means an online identifier such as advertising ID or cookie ID (or, if applicable, ID+).
Output Data means Zeotap Data corresponding and matched to Client Data to be shared by Zeotap with Client, not including Client Data.
Third Party Platform means a platform (digital or otherwise) operated by a third party, which is available to Client in the System and/or will be agreed by the Parties to be the receiver of Output Data and/or Client Data and/or Client Data Segments, for the purposes of this Agreement.
Zeotap Data means the data attributes including Online Identifiers, demographic, app usage, purchase intent, provided by Zeotap’s Data Partners to Zeotap and managed by Zeotap.
Zeotap’s Data Partner means data providers from which Zeotap sources the Zeotap Data.