Privacy Policy

Last Updated: 22/03/2022 (Version 1.1.12)

MASTER SERVICE AGREEMENT This MASTER SERVICE AGREEMENT (“Agreement”) is made as of the date of the last signature below (the “Effective Date”) by and between AudienceLab Corp a Delaware incorporated company (“AudienceLab”), and the signee (“Company”), and Company and AudienceLab may each be referred to herein as “Party” and collectively as “Parties.”

Authorized Applications means the uses of the Available Data and Available Segments as expressly permitted within the most current Data Catalog and/or any amendment to this Agreement.  Authorized Applications vary on an Available Segment basis and may include, but not be limited to, types of marketing services and related marketing campaigns, campaign analytics, analytics and measurement products and services, and audience targeting.

Available Data means the aggregate collection or specific groupings (as applicable) of Available Segments and/or other information contained within the Data Catalog, the use of which is governed by the this Agreement.

Available Segments means the specific Available Data elements, each as tied to AudienceLab cookies, tags, mobile and/or device IDs, HEMs or other mutually agreed user designation, which may be used for the designated Authorized Applications.

“Company Data” means data transmitted by Company via the AudienceLab super pixel to the Platform for the usage of its functionalities, and the Services. The data set may include the following data attributes: online identifiers (such as advertising ID or cookie ID), offline identifiers (such as email address or phone number), consent preferences, browsing data, interest data, or sociodemographic data.

“Company IDs means Company’s cookie, mobile and/or device IDs, or other mutually agreed means of designating users.

Company Marks means Company’s name and/or logo.

Confidential Information means all information that one party discloses to the other that is marked confidential or would normally be considered confidential information under the circumstances. This includes, but is not limited to, the Data Catalog, Available Data, Company IDs, AudienceLab IDs, marketing plans, proposals, pricing information, books and records of usage, any other proprietary information of the disclosing party, and the terms of this Agreement.  Confidential Information does not include information that is independently developed by the recipient, is rightfully disclosed to the recipient by a third party without confidentiality obligations, or becomes public through no act or omission of the recipient.

Custom Data means custom data segments created by the use and/or enrichment of Company Data of or with the Available Data via the Platform.

Data Catalog means the collection of Available Data and the AudienceLab proprietary ID Graph, which may be provided in one or more different formats by AudienceLab to Company, via the Platform.Law means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

Platform means the AudienceLab proprietary platform and ID Graph through which Company receives digital marketing software or services that may include, but not be limited to, the dynamic purchase of targeting data or measurement/analytics services.

Platform User means a Company employee or authorized user of the Platform. 

Security Program
means an information security program that has administrative, technical and physical safeguards appropriate for the company’s size and complexity, the nature and scope of its activities, and the sensitivity of the information received from the other party and that is sufficient to protect any Confidential Information disclosed by the other party.

means those certain data and identity services identified and set forth in a Service Order issued subject to the terms and conditions of this Agreement and annexed hereto as Schedule A.

Third Party Platform means the platform(s) through which Company provides digital marketing software or services that may include, but not be limited to, the dynamic purchase of media or measurement/analytics services.

Grant & Rights.

AudienceLab grants Company a worldwide, non-exclusive, non-transferable license to access and use the Platform and Available Data solely for use in the designated Authorized Applications during the Term, and for no other purpose, subject to Company’s compliance with the terms of this Agreement. Company’s access and use of Available Data (as permitted and as applicable) by or for the use via the Third Party Platforms or through managed services, as contemplated in this Agreement and Service Order is permitted under this license but shall not be deemed to constitute a sublicense or transfer of such Available Data by Company to the any Third Party Platforms or any third party.This Agreement grants Company no title to or ownership of or license to the Available Data or Data Catalogue, and Company receives no rights to the Available Data or Data Catalogue other than those specifically granted to it by AudienceLab pursuant to this Agreement.

Company grants AudienceLab a limited, non-exclusive, non-sublicenseable, and non-transferable license to the Company Data for the specific provision of the Services as set forth in the applicable Service Order and subject to the terms and conditions of this Agreement, including the rights to: (a) receive and store the Company Data; (b) reproduce and make derivative works of the Company Data in accordance with the Company directives via the Platform; and (c) transmit the Company Data in accordance with Company’s instructions via the Platform. Company understands, acknowledges, and agrees that AudienceLab will process and store any Company Data transmitted to AudienceLab as a processor or subprocessor of Company in accordance with applicable privacy Laws, rules, and regulations. 

Term.  The term of this Agreement shall commence on the Effective Date and shall continue therefrom, unless otherwise terminated by either Party in accordance with the terms of this Agreement, for a period of twelve (12) months, or as otherwise set forth in the applicable Service Order (“Term”). 

Termination.  If a Party is in default under this Agreement and fails to cure such default within thirty (90) days of written notice from the other Party specifying the nature of such default, the non-defaulting party may terminate this Agreement immediately by providing additional written notice of termination to the defaulting party. However, in the event a breach is not capable of cure, the non-breaching party may, in addition to any other right and remedy available at Law or equity, terminate this Agreement immediately upon written notice.  

Change in Law. The Parties acknowledge and agree that: (i) the state of the Law with respect to behavioral advertising, contextual advertising, cookies, personally identifiable information, cross-device targeting, and informational privacy is evolving; and (ii) subsequent to the Effective Date, new Laws or changes to existing applicable federal, state, and local Laws, rules, and regulations, and/or changes to the Digital Advertising Alliance (“DAA”) Interactive Advertising Bureau (“IAB”) and Network Advertising Initiative (“NAI”) Self-Regulatory Principles (each, a “Change in Law”) may hold that the collection and use of data and cookies, or other activities as contemplated under this Agreement and/or Service Order are no longer permissible. If, in AudienceLab’s judgment, any Change in Law prohibits the delivery or use of any Available Data, AudienceLab may terminate this Agreement immediately or upon the effective date of the legislation or regulations and Company shall immediately discontinue using all such Available Data.Upon the termination of this Agreement for any reason, each receiving Party shall destroy all Confidential Information (including complete deletion and the rendering as inaccessible of all Available Data) of the disclosing Party and any copies thereof and certify in a writing to be delivered to the disclosing Party within thirty (30) days thereafter that it has fully complied with the requirements of this Section. Notwithstanding the foregoing, a party may maintain one (1) copy of any Confidential Information solely for legal, regulatory, compliance and archival purposes only and not for any commercial purpose and such copy shall be maintained in a secure offline server. Upon termination, Company shall promptly pay to AudienceLab any outstanding fees owed.