These Dashboard Access Terms (the “Dashboard Terms”) shall govern your access to and use of the DeepIntent demand-side platform (“Platform”), including any dashboards contained therein (“Dashboard”), and any data or information made accessible or otherwise generated through the Dashboard (“DeepIntent Data”). For the purposes of these Dashboard Terms, “We”, “our” and “DeepIntent” means DeepIntent, Inc; “you”, “your”, and “Company” means the Company identified in any agreement(s) entered into between the Parties (the “Agreement(s)”; “Party” shall mean either you or DeepIntent; and “us” or “Parties” shall mean both you and DeepIntent, collectively.
1. Dashboard Access and Use
Company shall ensure that it uses the Platform, including any Dashboards contained therein, in accordance with the terms herein, as well as any and all applicable service guidelines, including without limitation, the DeepIntent Data Use Terms, DeepIntent AI Guidelines, and any other guidelines provided through the Dashboard (collectively, the “Service Guidelines”). Company may only provide Dashboard access to its employees and representatives (“Company Representatives”) who have a need-to-know basis to use the Dashboard to either utilize Client’s advertising services on its own campaigns or to perform advertising services for the Client’s campaigns, and subject to the terms herein. Company shall be solely responsible for all actions of Company Representatives with respect to the Dashboard and Company Data, and Company shall ensure that all Company Representatives comply with the terms herein.
2. Rights and Ownership
DeepIntent owns all rights, title and interest in and to the Platform (including the Dashboard and all related aspects and technologies) and DeepIntent Data, including all enhancements, modifications, or derivative works thereto, and all intellectual property and proprietary rights in and to all the foregoing (“DeepIntent IP”). DeepIntent reserves all rights not expressly granted hereunder, including the right to continually evolve the Platform (including the Dashboard) and all related technologies therein. Company grants DeepIntent and its affiliates, as DeepIntent IP, a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate into the Platform any suggestion, input, enhancement request, recommendation, correction, specification or other feedback provided by Company relating to the Platform. Company owns all rights, title and interest in and to its branding and materials created and/or produced by Company outside of the Platform (“Company IP”), but excluding any DeepIntent IP.
3. Compliance
Company represents and warrants that it has obtained permission from a DeepIntent client (“Client”) to access DeepIntent’s campaign reporting for such Client (“Report(s)”) through the Dashboard. Company’s use of the Dashboard and DeepIntent Data shall at all times comply with these Dashboard Terms and the Agreement(s), any and all applicable U.S. federal or state laws and regulations, including with respect to privacy and intellectual property, and/or self-regulatory guidelines, each as updated and amended (“Applicable Law”), and the Service Guidelines. This shall include, without limitation, Company maintaining and keeping updated any applicable privacy policies, notices, opt-outs, and disclosures with respect to its data collection, sharing, and use practices as required by Applicable Law. Company agrees not to share, pass, or transfer any personally identifiable information and/or sensitive data (as those terms are defined by Applicable Law related to data privacy) or information collected from a person that Company knows to be under the age of 18 or otherwise deemed to be a child or minor information under Applicable Law, nor precise location data (as defined by the DAA Self-Regulatory Principles), or enable DeepIntent to collect sensitive data without first obtaining the required affirmative consent to transfer such data for DeepIntent’s collection, use, and transfer in relation to the Services. Company will not, will not attempt to, and will not assist or knowingly permit any third party to: (i) reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile, or disassemble, in whole or in part, the Platform or the Reports; (ii) breach, disable, interfere with, or develop or use any workaround for, or otherwise misuse or damage, the Platform; (iii) use the Platform for competitive benchmarking, or any benchmarking other than campaign-specific analysis for its campaigns that are being served via the Platform, or use or gather data on the performance on the Platform for purposes competitive to DeepIntent.
4. Term and Termination
Upon the termination of all Agreements, Company’s right to use the Dashboard shall immediately terminate, Company shall immediately cease using the Dashboard, including DeepIntent IP and other data or information received from DeepIntent, and Company shall delete all such materials. Notwithstanding anything stated herein, each Party’s obligations under Sections 2 (“Rights and Ownership”), 5 (“Confidentiality”), 6 (“Non-Circumvention”), and 7 (“Disclaimer and Indemnification”) shall survive the termination of such Agreements. Notwithstanding the above, DeepIntent reserves the right to immediately suspend and/or revoke Company's use and/or access of the Dashboard and/or DeepIntent IP (whether in part or in whole) in its sole discretion, including, without limitation, for a security concern, if DeepIntent believes that Company has breached these Dashboard Terms or the Agreement(s), and if the Client has failed to timely pay an invoice.
5. Confidentiality
“Confidential Information” means any information relating to or disclosed through the Dashboard or otherwise under the Dashboard Terms and/or the Agreement(s) that is or should reasonably be understood to be confidential under the circumstances of disclosure. For the avoidance of doubt, these Dashboard Terms are the Confidential Information of each party (not to be disclosed without the prior written consent of the other), and DeepIntent IP, the reporting, the Dashboard, and other data and/or information made accessible via the Dashboard are DeepIntent’s Confidential Information. Company shall implement at least the same degree of physical, managerial, and technical safeguards it implements to protect its own confidential information of like importance, to preserve the integrity and security of Confidential Information of the other Party, and, in any event, at least a reasonable standard of care. Company may use DeepIntent’s Confidential Information only for the purpose of providing services to or using the services of Client on its advertising campaigns and shall not disclose Confidential Information to any Company Representatives or third parties unless expressly provided herein, and provided that any such recipient shall be under the same obligations of confidentiality as that of the receiving Party and shall be contractually bound to protect the Confidential Information consistent with the terms of these Dashboard Terms. Company shall be fully responsible for any unauthorized use or disclosure by the Company Representatives of DeepIntent’s Confidential Information. Moreover, Company shall promptly return or destroy DeepIntent’s Confidential Information upon DeepIntent’s request or the termination of these Dashboard Terms. “Confidential Information” does not include information that (a) is or becomes part of the public domain through no fault of Company; (b) was legally in Company’s possession prior to the time of its disclosure by DeepIntent other than through a prior disclosure by DeepIntent; or (c) was independently developed by Company without violation of this Section. Company may disclose Confidential Information if it is required to do so by law, so long as Company provides DeepIntent with prompt prior written notice and complies with any protective order imposed on such disclosure. The Parties agree that any violation or threatened violation of this Section will cause irreparable injury to DeepIntent for which money damages would be an insufficient remedy, therefore DeepIntent will be entitled to seek injunctive relief, without the necessity of posting bond or proving actual damages, in addition to other legal remedies.
6. Non-Circumvention
During the Term of the Agreement(s) and for a period of six (6) months following the effective termination date of these Agreement(s), neither Company nor the Company Representatives, including without limitation its respective directors, officers, employees, agents and advisors, shall (i) directly or indirectly, intentionally engage in any behavior that may cause any of DeepIntent’s clients, sellers and/or data providers to terminate their relationship with DeepIntent; (ii) directly engage with any of DeepIntent’s clients, sellers and/or data providers for the purpose of disintermediating DeepIntent from facilitating its services for its clients. Notwithstanding the foregoing, these restrictions do not prevent Company from working directly with any DeepIntent clients, sellers and/or data providers; or (iii) use the Platform or DeepIntent Data, whether directly or indirectly, for any purposes competitive to DeepIntent (including, without limitation, developing a product that is competitive to the Platform and/or any DeepIntent offerings or products). Company agrees that monetary damages for a breach of this Section will not be adequate and that in the event Company breaches this Section, DeepIntent shall be entitled to seek and obtain injunctive relief (including temporary and preliminary relief).
7. Disclaimer and Indemnification
THE PLATFORM AND COMPANY IP ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE”. DEEPINTENT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, STATUTORY, OR IMPLIED REGARDING THE PLATFORM AND/OR DEEPINTENT IP, INCLUDING, WITHOUT LIMTIATION, INLUCIDNG ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR COURSE OF DEALING OR PERFORMANCE, OR WHETHER: (A) THE DASHBOARD WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERRORFREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE DASHBOARD WILL MEET COMPANY'S REQUIREMENTS OR EXPECTATIONS; OR (C) ANY DATA OR REPORTING WILL BE ACCURATE, RELIABLE AND/OR FREE FROM LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION, INCLUDING IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA. Moreover, Company agrees to indemnify, defend and hold harmless DeepIntent and its affiliates, employees, officers, contractors and representatives from and against any and all damages, liabilities, penalties, and other reasonably incurred costs and expenses (including reasonable attorneys’ fees) arising out of or relating to a third-party claim based on Company’s breach of its obligations under these Dashboard Terms and/or Company’s gross negligence, recklessness, and/or willful misconduct. Notwithstanding the above, Company reserves the right to participate at their own expense in the defense of such claim, and no settlement may be entered into by Company without DeepIntent’s prior written consent.
8. Audit
DeepIntent shall have the right, upon at least seven (7) days’ notice to audit Company's compliance with the terms of these Dashboard Terms. In the event such audit reveals that Company materially failed to comply with these Dashboard Terms or any Agreement(s), 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.
9. Miscellaneous
These Dashboard Terms shall form a part of the Agreement, the terms of which are incorporated by reference. In the event of conflict between the Dashboard Terms and the Agreement, the Dashboard Terms shall control to the extent of such conflict. DeepIntent reserves the right to update these Dashboard Terms from time to time. If any provision of these Dashboard Terms is unenforceable, the validity of the remaining provisions will not be affected. All notices permitted or required under these Dashboard Terms shall be in writing, and shall be delivered: if to DeepIntent, by email to legal@DeepIntent.com; and if to Company, emailed to its representative. These Dashboard Terms will be governed and construed, to the extent applicable, in accordance with New York law and the sole and exclusive venue of any claims arising out of or in connection with these Dashboard Terms shall be resolved in courts of competent jurisdiction in New York.
