DeepIntent Audience Terms

These DeepIntent Audience Terms (“Audience Terms”) shall govern your creation, use, and offboarding of any audiences (“Audience(s)”), including any data contained therein (“Audience Data”), created via a DeepIntent platform (“Platform”), including without limitation, DeepIntent’s demand-side platform and/or DeepIntent Helix^TM, or otherwise in relation to any products, and/or services provided to you under or in relation to any agreement(s) (“Agreement(s)”) between you and DeepIntent, Inc. For the purposes of these Audience 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. Any terms used but not defined in these Audience Terms shall have the meaning ascribed to in the Agreements.

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1. Data and AI Use Obligations.
   • Audience Data shall be considered DeepIntent Data and part of DeepIntent IP, as those terms are defined under the Agreements.
   • Company’s use of the Audience shall be for internal use only, for which the sole purpose of activating such Audience for their or their client’s own media campaign.
   • Company’s use and sharing of Audience Data shall at all times comply with DeepIntent’s service guidelines (“Service Guidelines”), which shall include, without limitation, DeepIntent Data Use Terms and AI Guidelines, the terms of which are incorporated herein. In the event of conflict between the terms of the Service Guidelines and the DeepIntent Data Use Terms, the applicable terms of the Service Guidelines shall prevail to the extent of such conflict.
   • De-identification Standards.All Personal Information (as that term is defined under the Agreements or, if absent, under applicable state privacy law) will be de-identified and tokenized prior to making it available on the Platform or processing it in connection with the Services. In addition, each Party shall be required to tokenize and de-identify such datasets and to independently hire, at its own cost, a statistician to obtain a certification (an “Expert Determination”) as required under 45 CFR § 164.514(b)(1) to determine that the risk is very small that such dataset could be used, alone or in combination with other reasonably available information, by an anticipated recipient to identify an individual who is a subject of the information. Company shall ensure that any dataset that results from a process leveraging Company Data and/or Company IP to build an Audience continues to meet the Expert Determination standard de-identification. Any dataset meeting these requirements under 45 CFR § 164.514(b)(1) shall be considered “de-identified data” for the purposes of the these Audience Terms. Any datasets that fail to meet these requirements shall not be used in connection with the Platform or the Services.
   • Company may export an Audience only to another DeepIntent platform and/or to a third-party platform approved in writing by DeepIntent through a formal agreement. For any export to a third-party platform, Company shall ensure that: (i) such export shall be for the sole purpose of activating such Audience for their or their client’s own media campaign; (ii) Company must first either have an agreement in place with such platform or have a written agreement with DeepIntent to use such platform; and (iii) Company shall comply with all policies and the terms for using such platform. If Audiences are transmitted to and/or activated on a third-party platform, Company shall be solely responsible for its own (and its users own) actions and omissions in relation to such platform, as well as the security, integrity, and confidentiality of such Audience(s) in the event of unauthorized access to and/or use, including any security breach involving and/or relating to such third-party platform.
   • Company shall not resell, create a derivative work of, distribute, or otherwise share an Audience.
   • Company may not combine Audience Data with any other data outside of the Platform unless: (1) DeepIntent has provided prior written permission in each instance; and (2) Company has obtained all required Expert Determination(s) at Company’s sole cost to allow for the combination of such data and the use thereof.
   • If Company uploads their own audience into the Platform, Company shall ensure that:
     • All Company Data and Company IP made available on the Platform or via the Services has been collected in compliance with Applicable Law and the Service Guidelines;
     • Company has all rights, permissions and consents required by Applicable Law to use Company Data and Company IP in connection with the Services, to share such to DeepIntent and to upload it onto the Platform, and to allow DeepIntent to use the Company Data and Company IP as necessary to perform the Services; and
     • All data or materials uploaded to the Services or otherwise shared to DeepIntent shall (a) comply with Applicable Law, (b) will not introduce viruses or other malware to the Services or DeepIntent’s systems, and (c) will not infringe, violate or misappropriate any third party’s intellectual property or other rights.
   • Company shall not un-hash, un-encrypt, or otherwise un-obfuscate, reverse engineer, or de-compile any data anonymization and/or encryption measures (including, without limitation, any tokenized identifier) within an Audience.
   • Company shall not, and shall not allow any third parties to use DeepIntent IP, Personal Information, or Confidential Information of DeepIntent (or any content, data, output, or derivatives thereof) to, whether directly or indirectly, create, train, test, develop, or otherwise improve any AI algorithms, AI systems or platforms, or any other AI product or service, which may include, without limitation, any architectures, models, or weights, or for any technologies designed or intended for the identification of natural persons, or for use or inclusion in trainings sets for use in or to any of the foregoing.
   • Company shall promptly respond to any due diligence questionnaires that DeepIntent may send from time to time to evaluate Company’s use or provision of DeepIntent Data provided, used, or otherwise made accessible under the Agreements. In responding to such questionnaires, Company shall promptly provide full, complete, and accurate answers.
2. Suspension.DeepIntent reserves the right to suspend Company's use and/or access of the Audiences (whether in part or in whole) in its sole discretion, including, without limitation, for a security concern, if DeepIntent reasonably believes that Company has breached these Audience Terms or an Agreement.
3. Confidential Information.All proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) pursuant to these Audience Terms shall be deemed to be confidential information of the Disclosing Party ("Confidential Information"). For the avoidance of doubt, DeepIntent Data, the Platform, DeepIntent IP, and any data or information made accessible via the Platform or otherwise provided by DeepIntent, whether directly or indirectly, are DeepIntent’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 Audience 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 Audience 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.
4. Additional Representations and Warranties.In addition to any representations and warranties in the Agreement(s) between the Parties, Company represents and warrants that: it will comply with, and shall ensure that any third parties with whom it shares DeepIntent Data shall: (i) comply with the terms of these Audience Terms; (ii) comply with all Applicable Laws applicable to the DeepIntent Data it processes in relation to these Audience 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 Audience Terms; and (iv) the execution of the Agreements and these AI do not and will not violate any agreements which it has with third parties or any Applicable Laws. THE DEEPINTENT DATA IS PROVIDED “AS IS” AND “AS AVAILABLE” AND DEEPINTENT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DEEPINTENT DATA OR ANY OUTPUTS GENERATED, DERIVED FROM, OR OTHERWISE BASED UPON COMPANY’S USE OF AI.
5. 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 AUDIENCE TERMS OR ANY OUTPUTS GENERATED, DERIVED FROM, OR OTHERWISE BASED UPON COMPANY’S USE OF AI 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 Audience Terms. DeepIntent’s total aggregate liability for all claims arising out of or related to these Audience 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.
6. Audit.DeepIntent shall have the right, upon at least seven (7) days’ notice to audit Company's compliance with the terms of these Audience Terms. In the event such audit reveals that Company materially failed to comply with these Audience 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.
7. Non-Circumvention. Company and its representatives shall not use any 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).
8. Miscellaneous.These Audience Termswill 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 Audience Terms shall form a part of the Agreement, the terms of which are incorporated by reference into these Audience Terms. In the event of a conflict between these Audience Terms and the Agreement(s), these Audience 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 Audience Terms from time to time. If any provision of these Audience Terms is unenforceable, the validity of the remaining provisions will not be affected.