DeepIntent Data Use Terms

These DeepIntent Data Use Terms (“Data Use Terms”) shall govern your use of data provided to you under any agreement(s) between you and DeepIntent, Inc. (“Agreement(s)”) or otherwise from DeepIntent, whether directly or indirectly, including, without limitation, through DeepIntent’s demand-side platform (“Platform”). For the purposes of these Data Use Terms, “We”, “our” and “DeepIntent” means DeepIntent, Inc; “you”, “your”, and “Company” means the Company identified in the Agreement(s); “Party” shall mean each party to the Agreement(s); and “us” or “Parties” shall mean both Parties to the Agreement(s), collectively.

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1. Licenses:  During the Term, each Party grants the other Party a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to store and use its Data solely for the Permitted Purpose contemplated herein and subject to the terms herein. “DeepIntent Data” shall mean all data shared by DeepIntent, whether directly or indirectly, or otherwise received by Company via the Platform or otherwise in relation to the Agreements or services provided by DeepIntent, including without limitation, non-personal information (such as publicly available information), impression data (“Impression Data”), as well as device-identifiable and personally-identifiable information. For avoidance of doubt, DeepIntent owns and retains all right, title, and interest in and to the DeepIntent Data and to the Platform, including without limitation, all tools, technologies, and dashboards contained therein. “Company Data” shall mean data provided by Company to DeepIntent directly or uploaded into the Platform, other than data that is considered DeepIntent Data, including audience target lists. DeepIntent Data and Company Data shall collectively be referred to as “Data”.

2. Permitted Purpose: Each Party may use the other Party’s Data solely for the purposes below (the “Permitted Purpose(s)”):
   
   • Company may use DeepIntent Data solely for the following purposes (collectively, the "Permitted Purpose”): (i) to perform data analytics on the performance of Company’s campaigns running on the Platform and serviced under agreements between DeepIntent and Company and/or Company’s agencies (“Campaigns”) and for optimization of such Campaigns.
   • In addition, if Company has signed an agreement with DeepIntent to serve campaigns through the Platform, Company may additionally: (i) use DeepIntent Data received for reporting purposes directly from DeepIntent or via DeepIntent’s Services (including its platform), including Impression Data, (“Reporting Data”) to perform anonymized aggregated and statistical analytics on Program performance and for Program optimization (“Measurement”); (ii) use DeepIntent Data received for target list matching to assess DeepIntent’s suitability for a particular campaign; and (iii) use Reporting Data to perform data analytics to optimize and assess next-best actions with Company’s engagement with Users.
   • DeepIntent may use NPIs received from Company to provide Company with a match rate and/or a list of targetable HCPs under Programs offered via DeepIntent’s Services as covered in the applicable Agreements.
   • DeepIntent may use Company Data for targeting HCPs and passing back such Company Data for reporting purposes to Company in relation to the Programs offered through DeepIntent’s Services as covered in applicable Agreements.
   • DeepIntent may share Company Data with its agents, affiliates, contractors, and/or subprocessors who may store and process Company Data to provide the Services of DeepIntent.

3. Data Restrictions: 
   
   • Each Party agrees that it will:
     • not use the other Party’s Data for any purpose other than the Permitted Purposes, as indicated in Section 3;
     • to the extent applicable, guarantee compliance of each entity under its control or under common control with it (Each an “Affiliate” and collectively, “Affiliates”) with which it shares the other Party’s Data in accordance with the requirements under these Data Use Terms;
     • not share or give access to the other Party’s Data to any third party, including but not limited to its agency, clients, Affiliates, and/or subcontractors, without a legitimate need to access such Data, the other Party’s explicit prior written permission (including via email), and entering into a written agreement with such agency, clients, Affiliates and/or subcontractors with terms at least as protective of Data as those contained herein;
     • be fully liable for the actions of any third party, including but not limited to its agency, clients, Affiliates, and/or subcontractors, with whom such Party shares or provides access to the other Party’s Data (collectively, “Third Part(ies)”);
     • not transmit: (i) Sensitive Personal Information, including any precise location information or medical or health data; (ii) any information collected from a person that either Party knows to be under the age of 18 or otherwise deemed to be a child or minor under Applicable Law; (iii) Personal Information of any individual that has withdrawn consent, requested deletion, or opted out of certain Processing, including via a global privacy control signal; or (iv) any information from a consumer outside the United States. For the purposes of these Data Use Terms, “Sensitive Personal Information”, “Personal Information”, and “Processing” shall have the meanings ascribed to them (or substantially similar terms) under Applicable Laws;
     • not use the other Party’s Data to re-identify or attempt to further re-identify any individuals households, or de-identified data, or link any personally identifiable information with device identifiers without the other Party’s explicit prior written permission, except as reasonably necessary for the Permitted Purpose contemplated in Section 3(iii);
     • implement commercially reasonable technical safeguards and business processes to prevent any re-identification (except as reasonably necessary for the Permitted Purposes covered in Section 3(iii)) or any accidental or unlawful destruction or loss, alteration (including corruption), use or access and against all other unlawful forms of processing of the other Party’s Data;
     • treat the other Party’s Data as the other Party’s Confidential Information (as defined in the Agreements, or if “Confidential Information” is not defined in the Agreements, as defined below); and
     • not use the other Party’s Data for longer than is necessary and shall take prompt action to destroy such Data once such Data is no longer needed or when no legal basis can be found, provided that this restriction does not apply to the other Party’s Data stored in archives adhering to commercially reasonable technical and organizational security standards proportionate to the archived Data.
   • In addition, Company agrees to the further data use restrictions:
     
     • Company will not (i) sublicense, modify, resell, or create derivative works of the other Party’s Data, (ii) use the DeepIntent Data for device fingerprinting, or (iii) take any action that would cause a transfer of such Data to qualify as a “sale” of personal information as that term is defined under Applicable Laws;
     • Company will not use DeepIntent Data, whether directly or indirectly, for any purposes competitive to DeepIntent (including, without limitation, developing a product that is competitive to any DeepIntent offerings, services, or products) and/or for competitive benchmarking;
     • Company will not use DeepIntent Data to solicit or target communications from Users without providing all necessary notices and obtaining all applicable and required opt-in and/or consents from such Users in compliance with Applicable Laws.
     • Company will not initiate any engagement with Users outside of DeepIntent’s offered Services using DeepIntent Data;
     • Log Level Data. In the event Company and/or its clients, Affiliates, or representatives (“Representatives”) receives ad-server log level advertising data from direct-to-consumer campaigns (“DeepIntent LLD”), Company acknowledges and agrees that it and its Representatives shall be additionally bound by the DeepIntent Log-Level Data Terms (the “LLD Terms”). For the avoidance of doubt, any DeepIntent LLD shall be deemed DeepIntent Data; and
     • Pixel Terms. In the event Company and/or its Representatives uses or receives access to a DeepIntent pixel, including, without limitation, DeepIntent’s HCP+ measurement tool, Company acknowledges and agrees that it and its clients and Representatives shall be additionally bound by the Pixel Terms (the “Pixel Terms”). For the avoidance of doubt, any services associated with such pixels (including HCP+) shall be deemed part of the Services.
     • AI Guidelines. In the event Company and/or its Representatives use any artificial intelligence, machine learning, large-language model platforms, or any other form of computer enhanced decision making (collectively “AI”) in relation to any DeepIntent Data, Company acknowledges and agrees that it and its Representatives shall be additionally bound by the DeepIntent AI Guidelines (the “AI Guidelines”).

4. Data Obligations: Each Party shall:
   
   • promptly notify the other Party, should it learn that it has provided Data that may not be shared pursuant to Applicable Laws, or where applicable, a User has withdrawn consent, requested deletion or opted-out of certain processing, so that the affected Data can be removed to the extent required;
   • cooperate and provide reasonable assistance as is necessary to enable the other Party to comply with User data requests and to respond to any other queries or complaints from Users or any legal authorities;
   • use commercially reasonable measures to ensure that it or any third parties from whom it receives Data will maintain privacy notices and/or consent/opt-ins that are sufficient to meet standards required by Applicable Laws;
   • in the event it suffers a data breach affecting the other Party’s Data, ensure it complies with Applicable Laws and, if applicable, any obligations to notify Users or any relevant regulatory bodies as required by Applicable Laws regarding such Data; and
   • in the event it suffers a Security Breach (as defined below) affecting the other Party’s Data processed in relation to these Data Use Terms, promptly notify the other Party regarding such Security Breach. For the purposes of these Data Use Terms, “Security Breach” shall mean the accidental, unauthorized, or unlawful destruction, loss, disclosure, or access to or use of either Party’s Data.

5. Confidentiality. All proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) pursuant to these Data Use Terms shall be deemed to be confidential information of the Disclosing Party ("Confidential Information").  For the avoidance of doubt, the Platform, DeepIntent Data, and any information made accessible via the Platform or by DeepIntent is considered DeepIntent’s Confidential Information and Company Data is considered Company’s Confidential Information. Neither Party shall use or disclose to any third party any Confidential Information of the other Party, except as specifically permitted herein; provided, however, this restriction will not apply to any Confidential Information that: (i) is or becomes publicly available through no breach by the Receiving Party; (ii) was previously known to the Receiving Party prior to the date of disclosure, as evidenced by contemporaneous written records; (iii) was acquired from a third party without any breach of any obligation of confidentiality; (iv) was independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party; or (v) is required to be disclosed pursuant to a subpoena or other similar order of any court or government agency, provided, however, that the Receiving Party upon receiving such subpoena or order shall (a) promptly inform the Disclosing Party in writing and provide a copy thereof, (b) cooperate with the Disclosing Party in limiting disclosure of the Disclosing Party’s Confidential Information, and (c) only disclose that Confidential Information necessary to comply with such subpoena or order. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information from unauthorized use or disclosure using the same standard of care, but no less than a reasonable standard of care, as Receiving Party uses to protect its own confidential information of like nature.  Any third party to whom disclosure is made by Receiving Party shall be instructed as to the confidentiality of the Confidential Information and be under an agreement binding such individual to protect such Confidential Information from further disclosure consistent with the terms of these Data Use Terms.  Receiving Party shall disclose to the Disclosing Party as soon as reasonably possible after it becomes informed of any unauthorized disclosure or use of Confidential Information pursuant to these Data Use Terms. Receiving Party shall be fully responsible for any unauthorized disclosure or use of Disclosing Party's Confidential Information by Receiving Party's third parties. The Parties agree that any violation or threatened violation of this Section will cause irreparable injury to the Disclosing Party for which money damages would be an insufficient remedy, therefore the Disclosing Party will be entitled to seek injunctive relief, without the necessity of posting bond or proving actual damages, in addition to other appropriate legal remedies.
6. Additional Representations and Warranties; Limitations of Liability. In addition to any representations and warranties in the Agreement(s) between the Parties, Company further represents and warrants that: it will comply with the terms of these Data Use Terms and ensure that any Third Parties comply with the terms of these Data Use Terms, including but not limited to the Data Restrictions outlined in Section 3; (ii) it will comply with all Applicable Laws applicable to the DeepIntent Data processed in relation to these Data Use Terms; (iii) it has provided, or caused to be provided, all notices and has obtained all consents, permissions and rights required to fully and completely perform its obligations under these Data Use Terms; and (iv) the execution of the Agreements and these Data Use Terms do not and will not violate any agreements which it has with third parties or any Applicable Laws. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE DEEPINTENT DATA IS PROVIDED “AS IS” AND “AS AVAILABLE” AND DEEPINTENT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DEEPINTENT DATA. Except for breaches of sections 3 or a party’s indemnification obligations herein, neither Party's total aggregate liability for all claims arising out of or related to these Data Use Terms shall exceed $500,000. All remedies available to each Party will apply to Third Parties, including injunctive relief, and Company will reasonably assist DeepIntent in enforcing its rights and remedies against such Third Parties.
7. Term and Termination. The term of these Data Use Terms shall begin on the date in which DeepIntent first provides DeepIntent Data to Company (the “Effective Date”) and shall continue concurrently in full force and effect until any and all Agreement(s) between the Parties expire or is otherwise terminated in accordance with the terms therein. Upon termination or as otherwise directed by DeepIntent in writing, Company shall promptly destroy or return DeepIntent Data to DeepIntent and shall ensure that any Third Parties with whom it shares DeepIntent Data destroys or returns the data to Company, and upon request, certify the same to DeepIntent. Any sections of these Data Use Terms, which by their nature should survive expiration or termination, shall survive expiration or termination of these Data Use Terms and/or the Agreement(s) between the Parties.
8. Limitations of Liability and Indemnification. IN NO EVENT SHALL DEEPINTENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF INCOME, REVENUE, PROFITS, OR GOODWILL) ARISING UNDER OR RELATED TO THESE DATA USE TERMS OR ANY OUTPUTS GENERATED, DERIVED FROM, OR OTHERWISE BASED UPON COMPANY’S USE OF DEEPINTENT DATA OR THE PLATFORM, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. In addition to any indemnification obligations under the Agreement(s) between the Parties, Company agrees to indemnify, defend and hold harmless DeepIntent and its directors, officers, shareholders, employees, members, agents, and their respective successors in interest from and against any claim, action, suit, proceeding, liability, loss, damage, cost, or expense, including, without limitation, attorneys’ fees, experts’ fees and court costs, whether or not a lawsuit is brought, arising out of any third party claim related to Company’s negligence, willful misconduct, and/or breach or alleged breach of its obligations, and/or representations and warranties under these Data Use Terms. Notwithstanding the foregoing, to the extent an exhibit or addendum contains additional limitations of liability apart from these Data Use Terms, the following order of precedence shall control in the event of conflict: (1) the exhibit or addendum (including, without limitation, the LLD Terms and/or the Pixel Use Terms), (2) these Data Use Terms; and (3) the Agreement(s).
9. Audit. DeepIntent shall have the right, upon at least seven (7) days’ notice and at its own expense, not to exceed one (1) time per year (unless Company has experienced a security breach involving DeepIntent Data or has otherwise breached the terms of these Data Use Terms), to audit Company's compliance with the terms of these Data Use Terms.  In the event such audit reveals that Company materially failed to comply with these Data Use Terms, Company shall reimburse DeepIntent for the cost of the audit. For the avoidance of doubt, any reimbursement shall not preclude the exercise of any other rights or remedies that DeepIntent may have available to it arising from such noncompliance.
10. Miscellaneous. These Data Use Terms will be governed and construed, to the extent applicable, in accordance with New York state law and the sole and exclusive venue of any claims arising out of or in connection with this Agreement shall be resolved in courts of competent jurisdiction in New York. These Data Use Terms shall form a part of the Agreement, the terms of which are incorporated by reference into these Data Use Terms. In the event of a conflict between these Data Use Terms and the Agreement(s), these Data Use Terms shall control. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement(s). DeepIntent reserves the right to update these Data Use Terms from time to time. If any provision of these Data Use Terms is unenforceable, the validity of the remaining provisions will not be affected.