DeepIntent Helix General Terms and Conditions

These DeepIntent Helix General Terms and Conditions (“General Terms”) shall govern your use access of the DeepIntent Helix Platform (“Platform”) and all products, services, and other deliverables identified in the order form(s) between the parties (“Order Form(s)”) or that you otherwise access and/or use through the Platform (collectively, “Services”). “We”, “our” and “DeepIntent” means DeepIntent, Inc; “you” and “your” means the Company identified in the Order Form; “Party” shall mean each party to the Order Form; and “us” or “Parties” shall mean both parties to the Order Form, collectively.

The Order Form and the General Terms (as updated by DeepIntent from time to time) constitute the complete agreement between us, and supersede any prior discussions or representations regarding your Order Form. Your continued access, renewal, payment and/or use of the Services constitute your acknowledgment and acceptance of the latest version of the General Terms.

1. DEFINITIONS.
   1. “Accessing Affiliates” shall mean the Company Affiliates, as designated in an Order Form between the Parties, and as modified by mutual written agreement between the Parties.
   2. “Advertising Agreement(s)” means the agreement(s) and/or insertion orders entered into between the Parties for purchasing media inventory and other related advertising services.
   3. “Affiliates” means any entity which directly or indirectly Controls, is Controlled by, or is under common Control of the subject entity, where “Control” means ownership (whether direct or indirect) of more than 50% of the voting interests of the subject entity.
   4. “Applicable Law” means all applicable (i) U.S. federal, state and local laws, rules, regulations, statutes, ordinances, decrees, directives, including with respect to privacy and intellectual property; (ii) relevant self-regulatory guidelines and industry standards, in each case, as superseded or amended; and (iii) Platform policy requirements (including, without limitation, Service Guidelines).  For avoidance of doubt, Applicable Law shall include, without limitation, (i) all United States Federal Trade Commission laws, regulations, guides, and best practices standards regarding the collection, use, and/or disclosure of information from or about a user of a website, application and/or mobile website and/or the device associated with such user; and (ii) applicable state privacy laws dealing with the collection, processing, and security of Personal Information, either currently in force or enacted in the future.
   5. “Audiences” means audience segments created by Company via the Platform and/or through its use of the Services.
   6. “Authorized Users” means any Company employees or Third Parties Users who receive access to the Platform under Company’s account, as further detailed in Section 3 (“Platform Access And Authorized User Controls”) of the General Terms and in any applicable Order Form.
   7. “Company Data” shall mean all data that Company or any of its Authorized Users uploads onto the Platform or otherwise provides or makes available to DeepIntent, whether directly or via its Subcontractor third-party vendor or subprocessor, in relation to the Services, and excluding any DeepIntent Data.
   8. “Company IP” shall mean Company’s branding and materials created and/or produced by Company outside of the Platform and an Order Form, including any proprietary algorithms Company makes available through the Platform in connection with its use of the Services, and all intellectual property and proprietary rights in and to all of the foregoing, provided that it excludes DeepIntent IP and any materials based (in part or in whole) on DeepIntent IP.
   9. “Company Materials” shall mean Company Data and Company IP, collectively.
   10. “Data Sources” shall mean any entities from which DeepIntent licenses data to support and provide the Services to Company as contemplated herein.  
   11. “DeepIntent Data” shall mean all data that DeepIntent makes available to Company through the Platform or otherwise provides or makes available to Company, whether directly or via its third-party vendor or subprocessor, in relation to the Services. For purposes of clarity, DeepIntent Data includes data licensed by DeepIntent from its Data Sources.
   12. “DeepIntent IP” shall mean DeepIntent’s branding, software, databases, the Services and other aspects and technologies related to the Services (including, without limitation, the Platform, and its trade secrets and proprietary algorithms, processes, know-how, features, functionality and methodologies), and any future developments, enhancements, modifications, derivative works thereto (including, without limitation, Platform Outputs), and all intellectual property and proprietary rights in and to all of the foregoing.
   13. “DeepIntent Materials” shall mean DeepIntent Data, DeepIntent IP, any Platform Output, Services Feedback, Beta Feedback, and any Modifications.
   14. “Fees” shall mean any and all fees due under an Order Form.
   15. “Linking” shall mean connecting records from multiple datasets referring to the same individual or entity using unique identifiers or tokens.
   16. “Output Reports” shall mean any and all statistical analysis, performance reports or other query insights generated through Company’s use of the DeepIntent Materials and/or Company Materials in connection with the Services, and which are able to be exported from the Platform.  
   17. “Permitted Uses” shall mean the permitted purposes detailed in Section 8(a) of the General Terms for which one Party may use the other Party’s data and materials (including, without limitation, the Company Permitted Uses and DeepIntent Permitted Uses, as those terms are defined below).
   18. “Personal Information” shall mean any information that refers, is related to, or is associated with an identified or identifiable individual or household as otherwise may be defined as “personal information”, “personal data” or similar term under Applicable Law. By way of example, Personal Information includes an individual’s IP address, mobile or device ID, ad IDs, other unique persistent identifiers, and cookie or SDK data.
   19. “Platform” shall mean the DeepIntent Helix platform, which shall be considered part of the Services.
   20. “Platform Outputs” shall mean any materials, reports, results or work product made accessible to Company through or generated through the use of the Services. Platform Outputs shall include Audiences, Output Reports, and any other custom materials created by DeepIntent.
   21. “Services” shall mean all services detailed in the Order Form(s) between the Parties (including, without limitation, the Platform), as well as all products, services, and other deliverables that you access and/or use through the Platform.
   22. “Service Specifications” shall mean the technical specifications of the Services, as detailed in an Order Form.
   23. “Subcontractor” means any affiliate, service provider, agency, contractor, subcontractor, vendor, or other third party acting for or on behalf of, or otherwise with the permission of, a Party, as applicable.
   24. “Third Parties” means a Party’s agency, clients, the Accessing Affiliates, and/or subcontractors, with whom such Party shares or provides access to the other Party’s data or materials.
   25. “Tokenization” shall mean a privacy-preserving method that replaces Personal Information in datasets with non-reversible “tokens,” i.e. a randomly generated string of symbols or numbers.
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2. SERVICES.
   1. DeepIntent is the owner of the DeepIntent Helix healthcare marketing and analytics platform (“Platform”), which provides omnichannel engagement use cases for life sciences and other healthcare marketing initiatives.
   2. In consideration for the Fees paid by Company, DeepIntent shall provide Company access to the Platform via its Authorized Users and offer the Services, subject to the terms and conditions herein. Unless explicitly stated otherwise, each Order Form shall be subject to the General Terms. DeepIntent reserves all rights not expressly granted hereunder, including the right to continually evolve, discontinue or otherwise modify the Platform, the Services, and all related technologies, features, functionalities, components, or content therein. Company shall have the right to allow Accessing Affiliates to directly sign Order Forms governed by the General Terms with DeepIntent for access to, or use of, the Services and/or Platform.
   3. Service Guidelines. Company acknowledges and agrees that in order to use and access the Services, it must adhere to service guidelines made available to Company, including without limitation, the DeepIntent AI Guidelines, and any other guidelines provided via the Platform or otherwise provided in writing by DeepIntent from time to time (collectively, the “Service Guidelines”). Such Service Guidelines may include, without limitation, segment use and upload restriction policy, segment naming policy, platform controls and adherence requirements, and security requirements.
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3. LICENSES.
   1. Subject to Company’s compliance with the terms of the General Terms and any related Order Form, DeepIntent grants Company a limited, non-exclusive, personal, non-transferable, non-sublicensable, revocable license for its Authorized Users located in the country(ies) identified in the applicable Order Form (the “Territory”) to access and use the Platform, the Services and any DeepIntent Materials during the Term (as defined below) solely for the Permitted Uses (as defined below). For the avoidance of doubt, except as provided in an Order Form, Company shall not provide or allow access, whether knowingly or unknowingly, to the Platform, the Services and any DeepIntent Materials to (i) any Authorized User who is not physically located in the Territory at the time such Authorized User accesses any aspect of the Services, or (ii) any party that is not an Authorized User (including, but limited to, independent contractors, agents, Affiliates, etc. of the Company).
   2. Company grants DeepIntent a limited, non-exclusive, revocable (upon termination of all applicable Order Forms) license for DeepIntent to host, stage and process Company Materials in the Platform for the purpose of providing the Services and as otherwise permitted within the General Terms and any applicable Order Form. For the avoidance of doubt, DeepIntent shall not provide or allow access, whether knowingly or unknowingly, to the Company Materials to any third party (other than its Affiliates and subprocessors as necessary to provide the Services) or to any DeepIntent employees whose access is not required for DeepIntent to fulfill its obligations hereunder (“DeepIntent Representatives”), except as instructed or otherwise permitted by Company. DeepIntent shall be responsible for the acts and omissions of the DeepIntent Representatives.
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4. PLATFORM ACCESS AND AUTHORIZED USER CONTROLS.
   1. Authorized User Access. Company shall receive a certain number of user seats (“Seat(s)”) to access the Platform, as designated in an Order Form. Company is permitted to assign one (1) Authorized User to each Seat. Seats and credentials cannot be shared by multiple individuals or with any individual other than the Authorized User designated by the Company for such Seat.  Company shall be responsible for granting, removing, or otherwise modifying access to each Authorized User with the control-level Company desires to provide to such Authorized User within the Platform (e.g., admin).  Authorized Users must be employees of Company or Third Party Users (as defined below) who require access to the Platform to perform their job functions. Company shall ensure that it and the Authorized Users: (i) keep their credentials confidential; (ii) use the Services and the Platform through its Seat solely for the Permitted Uses for and on behalf of Company; (iii) comply with all Applicable Law and the terms and restrictions outlined in the General Terms and any Order Forms when using the Services; and (iv) have reasonably adequate security controls on any devices used to access the Platform. Company is solely responsible and liable for the actions and omissions of its Authorized Users (and any individual using an Authorized User’s credentials without authorization) in relation to the Order Form(s) (including without limitation, their access to and use of the Services, the Platform, the Platform Outputs, and Output Reports). Furthermore, Company shall also be responsible for any actions or omissions of the Authorized Users in relation to the Platform, as well as all information provided to DeepIntent and/or uploaded to the Platform through the Seat (whether by an Authorized User or by unauthorized individuals using the credentials of an Authorized User). DeepIntent reserves the right to audit an Authorized User’s access and usage to ensure compliance with the terms of the General Terms. DeepIntent reserves the right to immediately suspend or terminate any Authorized User’s access if DeepIntent determines or reasonably suspects that an Authorized User or the Company has violated any terms of the General Terms or an Order Form.
   2. Third Party User Access. If Company designated a Third Party User (as defined in Exhibit A) as an Authorized User and provides a Seat to such Third Party User, Company shall additionally ensure and contractually require such Third Party Users to comply with all of the following requirements:
      1. Third Party Users must comply with all obligations applicable to Company under the General Terms (including, without limitation, its data use and compliance obligations).
      2. Except as expressly provided herein, Third Party Users may not sublicense or otherwise provide access to any Platform Outputs or Output Reports to any third parties, and agree to protect such Platform Outputs and Output Reports (including any information therein) as DeepIntent’s Confidential Information.
      3. Third Party Users may share Platform Outputs or Output Reports with external vendors or subprocessors, solely to the extent that such external vendors and subprocessors utilize such Platform Outputs or Output Reports on behalf of the Third Party that retained such external vendor or subprocessor services and solely for the Permitted Uses.
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5. OWNERSHIP. Subject to, and except as otherwise expressly provided in, an Order Form:
   1. Company Materials.  As between Company and DeepIntent, Company owns all rights, title and interest in and to the Company Materials and all other materials expressly outlined in any Order Forms as being owned by Company. For the avoidance of doubt, Company Materials and all other intellectual property related thereto shall remain the sole property of Company and DeepIntent shall obtain no rights therein other than as expressly set forth herein. Company reserves all rights not expressly granted to DeepIntent in an Order Form or the General Terms, including without limitation all right, title and interest in any and all patent rights, copyrights, trademark rights and other rights in the Customer Materials, as well as any improvements, design contributions or derivative works (excluding any DeepIntent Materials).
   2. ‍DeepIntent Materials. As between DeepIntent and Company, DeepIntent owns all rights, title and interest in and to the DeepIntent Materials and all other materials expressly outlined in any Order Form as being owned by DeepIntent. For the avoidance of doubt, the DeepIntent Materials and all other intellectual property related thereto shall remain the sole property of DeepIntent, and Company shall obtain no rights therein other than as expressly set forth herein. DeepIntent reserves all rights not expressly granted to Company in an Order Form or the General Terms, including without limitation all right, title and interest in any and all patent rights, copyrights, trademark rights and other rights in the DeepIntent Materials, as well as any improvements, design contributions or derivative works (excluding any Company Materials). ‍
   3. Services Feedback. Company further agrees that DeepIntent shall own any suggestion, input, enhancement request, recommendation, correction, specification or other feedback that Company provides relating to the Services (including, without limitation, the Platform or the Platform Outputs) and any derivatives or incorporations into the Services thereof (collectively, “Services Feedback”).
6. FEES AND PAYMENT.
   1. Payment Terms. Unless otherwise explicitly stated in an Order Form, Company will pay DeepIntent all Fees within thirty (30) days of the invoice date. All fees invoiced and/or paid hereunder will be in U.S. dollars. Payment may be made by wire transfer, or other means expressly agreed to in writing by the Parties (email shall suffice). Company is responsible for providing complete and accurate billing and contact information to DeepIntent and promptly notifying DeepIntent of any changes to such information. DeepIntent reserves the right to add and/or modify the Fees for any tools or services offered on the Platform in its sole discretion via prior notice on the Platform and/or other prior written communication to Company in writing (including via email).
   2. Late Payments.  DeepIntent reserves the right to charge the higher of the legal maximum interest rate or 1.5% on any payments delayed past each invoice due date. Unless otherwise explicitly stated in an Order Form, in the event Company terminates an Order Form before the end of a payment period, DeepIntent will not prorate any payments owed by Company, including any fees associated with an Order Form. Company is responsible for paying all applicable sales, use or other taxes or duties, tariffs, etc. applicable to the Services.
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7. COMPLIANCE.
   1. Mutual Responsibilities.  
      1. Each party will comply with all Applicable Law, including with respect to any and all activities it undertakes in connection with an Order Form.  This shall include, but is not limited to, with respect to DeepIntent, its provision of Services to Company, and with respect to Company, its use of the Services.
      2. Each Party shall keep and maintain, as applicable, updated privacy policies, notices, opt-outs, and disclosures with respect to its data collection, sharing, and use practices as required by Applicable Law.  
      3. Where required by Applicable Law, each Party will provide the other Party with all reasonably requested assistance to enable the other Party to fulfill its own obligations under Applicable Law and will notify the other Party in writing without undue delay if it can no longer meet its obligation under Applicable Law. Upon receiving notice from the other Party pursuant to this Section, a Party may direct the other Party to take steps as reasonable and appropriate to remediate any unauthorized use of such Party’s data or, if such remediation does not occur within fifteen (15) days (or as otherwise mutually agreed), terminate the applicable Order Form immediately upon written notice.
      4. Each Party agrees to establish and maintain, in writing, an information security and privacy program consistent with the Applicable Law (“Information Security Program”). The Information Security Program shall include appropriate physical, technical and administrative safeguards, including any safeguards and controls sufficient to protect the Confidential Information, and any data transferred hereunder, from unauthorized or unlawful destruction, loss, alteration, disclosure, or access.
      5. Neither Party shall not take or fail to take any action that is reasonably likely to cause the other Party to violate any Applicable Law.
      6. Each Party agrees that in the event of a change in Applicable Law affecting an Order Form or the General Terms, any data provided hereunder, or use of the Platform, the Parties shall cooperate in good faith to make any amendments deemed reasonably necessary to ensure continued compliance with such laws and regulations.
   2. De-identification Standards.  All Personal Information 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 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 General Terms and the Order Form(s).  Any datasets that fail to meet these requirements shall not be used in connection with the Platform or the Services.
   3. Uploaded Materials. Company shall ensure that:
      1. All Company Data made available on the Platform or via the Services has been collected in compliance with Applicable Law and the Service Guidelines;
      2. Company has all rights, permissions and consents required by Applicable Law to use Company Data in connection with the Services, to share the Company Materials to DeepIntent and to upload it onto the Platform, and to allow DeepIntent to use the Company Materials as necessary to perform the Services; and
      3. 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.
   4. Access Log. Company must maintain a log of all access to and use of the Output Reports, which shall be available for audit by DeepIntent upon request.
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8. DATA USE AND RESTRICTIONS.
   1. PERMITTED USES.
      1. Company Permitted Uses. Except as otherwise set forth in an applicable Order Form, Company may use the DeepIntent Materials, Platform Outputs and Output Reports, the Services and any materials derived from the foregoing only for the following purposes (collectively, “Company Permitted Uses”) and subject to the terms of the General Terms:
         1. To develop insights to evaluate the use of certain aggregated and de-identified datasets using the querying and audience insights features made available via the Platform;
         2. To download or offboard Output Reports under the Orchestration and Distribution use cases if and to the extent permitted in an Order Form;
         3. To analyze aggregated and statistical metrics relevant to unique segment populations based on Company’s characteristics of interest to support healthcare marketing efforts;
         4. To extract and evaluate effectiveness of healthcare marketing campaigns at an aggregated and statistical level;
         5. To extract aggregated and statistical metrics to export HCP target lists or, separately, Direct-to-Consumer advertising campaign parameters for activation as contemplated in the Audience Planning and Building use case defined in the Platform Standard Services;
         6. To extract and evaluate aggregated and statistical metrics relevant to a potential healthcare marketing campaign to assess potential marketing reach and/or business development opportunities/ and/or
         7. To export an audience created via the Platform to DeepIntent’s demand side platform and any other secure environment or platform mutually agreed upon in writing in an Order Form.
      2. DeepIntent Permitted Uses. DeepIntent may use Company Materials and/or process Company Data only for the following purposes (collectively, “DeepIntent Permitted Uses”) and subject to the terms of the General Terms:
         1. As necessary to provide, manage, maintain and enhance the Services contemplated in the General Terms and/or in any Order Form;
         2. As instructed by Company in relation to the Services (e.g., sharing with Third Parties whose services Company elects to use via the Platform or Third Parties to which Company instructs the Platform or DeepIntent to offboard Output Reports);
         3. As legally necessary, including to enforce DeepIntent’s rights under an Order Form and/or to comply with Applicable Law; and/or
         4. As otherwise permitted in the General Terms or an Order Form.
      3. The Parties may include additional Permitted Uses in an applicable Order Form.
   2. Use Restrictions. Each Party’s use of the other Party’s data and materials (i.e. Company Materials and DeepIntent Materials) provided under an Order Form shall be subject to the following restrictions (collectively, “Use Restrictions”):
      • Mutual Restrictions.
        1. Each Party shall not use the other Party’s data except for the Permitted Uses, and each Party must immediately notify the other Party in the event of any unauthorized use or access to the Data.
        2. Each Party represents and warrants that it shall not transmit or cause to be transmitted or otherwise made available to the other Party through the Platform or the Services any of the following information (collectively, “Prohibited Input”): (i) all sensitive personal information, including any precise location information or medical or health data (as defined in each case by Applicable Law); (ii) any information collected from a person that either Party knows to be under the age of 16 or otherwise deemed to be a child or minor information 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 of the Territory.
      • Company Restrictions. In addition to the Mutual Restrictions in Section 8(b)(i) above, Company shall also ensure and the Authorized Users, and any Third Parties with whom it shares or provides access to any DeepIntent Material, all of the following restrictions:
        
        1. Except for the Output Reports or as expressly provided in the General Terms or an Order Form, Company may not use DeepIntent Materials outside of the Platform.
        2. Authorized Users may access and use the Services only while within the Territory.
        3. Unless explicitly permitted in an Order Form, Company may use Output Reports only for internal business purposes and in accordance with the Permitted Uses.
        4. Company shall not share Output Reports with any third party (including, without limitation, the Third Parties) without a legitimate need to access the Output Reports, DeepIntent's prior written consent, and first entering into written permission (including via email), and entering into a written agreement with such third party with terms at least as protective of Data as those contained herein.
        5. Company may not download or extract Output Reports from the Services unless the information within, whether presented as a summary, reports, or other output: (i) contains only information about individual healthcare providers without any member-specific fields or information; and (ii) does not include any consumer Personal Information, including any individual, device, or household-level data (e.g., healthcare data or consumer health data).
        6. Company will not, will not attempt to, and will not assist or knowingly permit any third party to: (i) un-hash, un-encrypt, un-obfuscate, reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile, or disassemble, in whole or in part, the Services or any data made available hereunder, including any tokenized Identifiers, in any hashed, obfuscated, encrypted, or other pseudonymized form through the Platform; (ii) breach, disable, interfere with, or develop or use any workaround for, or otherwise misuse or damage, any Service, or any activity on the Platform or server; (iii) disaggregate or attempt to disaggregate any data made available through the Platform in an aggregated form or (iv) use the Services for competitive benchmarking, or any benchmarking other than campaign-specific analysis,  or use or gather data on the performance of the Services or DeepIntent systems for purposes competitive to DeepIntent or its Data Sources.
        7. Company shall not resell, redistribute, share, or provide access to the Platform or the Platform Outputs to any third party.
        8. In no case shall Company export any single data or attribute about a consumer and/or patient; for avoidance of doubt, this restriction shall apply for any Permitted Use.
        9. Company shall not use the DeepIntent Materials, including any Output Report for any benchmarking or competitive purposes or to create any consumer or HCP profiles, including to evaluate, reverse engineer, or generate the datasets belonging to DeepIntent or its Data Sources. Any violation of this restriction will result in immediate termination of access to the Platform and Services.
        10. Company agrees not to share, pass, or transfer any Personal Information except (i) as explicitly outlined in an Order Form or (ii) publicly available healthcare provider identifiers provided via target lists, provided that Company first obtains all proper rights, permissions, and consent for DeepIntent’s collection, use, and transfer of such data as necessary to provide the Services.  The Company must provide evidence of obtaining the necessary rights, permissions, and consent upon request by DeepIntent.
        11. Company will not export, re-export, or transfer any portion of the Services except with DeepIntent’s prior written agreement and as permitted by Applicable Law, including applicable export laws and regulations.
        12. Company will not use the Services in a manner that violates its agreements with third parties or could reasonably be expected to damage the Services or otherwise reflect unfavorably on the reputation of DeepIntent or its Affiliates or clients.
      • The Parties may include additional Use Restrictions in an Order Form.
   3. Log Level Data. In the event Company receives ad-server log level advertising data from direct-to-consumer campaigns, Company acknowledges and agrees to 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.
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9. TERM, SUSPENSION, AND TERMINATION.
   1. Term. Unless expressly provided in an Order Form, the term of an Order Form shall begin on the Effective Date and continue for one (1) year (“Initial Term”), and the Order Form shall thereafter automatically renew for successive one (1) year renewal term(s) (each a “Renewal Term” and together with the Initial Term, a “Term”) unless either Party provides written notice of a non-renewal to the other Party at least sixty (60) days prior to the expiration of the Order Form Term or the Order Form is otherwise terminated in accordance with this Section 9.
   2. Termination. Either Party may terminate for breach upon providing written notice of breach to the other Party’s and the other Party’s failure to cure such breach within ten (10) business days of such notice. DeepIntent may also terminate an Order Form immediately upon notice to Company: (a) for cause if the issue giving rise to suspension either (i) is not capable of being remediated or (ii) has not been remediated within thirty (30) days of DeepIntent invoking its suspension right under Section 9(d); (b) if DeepIntent’s relationship with a third-party partner who provides software or other technology that enables DeepIntent to provide the Services expires, terminates or otherwise materially changes the Services or our ability to provide the Services; or (c) in order to comply with Applicable Law or a court or government request.
   3. Effect of Termination. Upon expiration or termination of an Order Form, Company’s access and right to use the Services and DeepIntent Material shall immediately terminate, Company shall immediately cease using the Services and DeepIntent Material, including any data or information received from DeepIntent or via the Platform, and Company shall, and instruct its Third Parties to, delete all DeepIntent Materials within its possession and control within thirty (30) days. Notwithstanding anything stated herein, Company’s payment obligations shall survive the termination or expiration of the Order Form(s).
   4. Suspension. DeepIntent reserves the right to suspend Company's use and/or access of the Services (whether in part or in whole) in its sole discretion, including, without limitation, for a security concern, if DeepIntent believes that Company has breached an Order Form or the General Terms, Company has failed to pay an invoice on a timely basis, or as necessary, in DeepIntent’s sole reasonable discretion, to comply with Applicable Law.
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10. REPRESENTATIONS AND WARRANTIES. In addition to any representations and warranties detailed in an Order Form:
    1. Each Party represents and warrants to the other Party that (i) it has the full power and authority to enter into the Order Form(s); (ii) the execution of the Order Form(s) and activities it perform in connection with an Order Form do not and will not violate any other agreement to which it is a party; (iii) each Order Form constitutes a legal, valid and binding obligation of it when executed and delivered; (iv) any and all activities it undertakes in connection with an Order Form will be performed in compliance Applicable Law and Section 7 (Compliance) and Section 8 (Data Use, Processing, and Restrictions) under the General Terms; (v) to the extent either Party provides (whether directly or through a third party) any data to the other Party (whether directly or through its third party vendors or subprocessors), or permits the other Party to collect such information, it is shared, passed, or provided to the other Party in compliance with all Applicable Law and with all necessary rights, consents, and permissions; (vi) to the extent Company is represented by an Agency or Consultancy as part of its receipt of DeepIntent’s advertising services under an Advertising Agreement between Company and its Agency or Consultancy, Company has rights to share and direct the use of all Company Data as contemplated under the Services; and (vii) each Party shall promptly notify the other Party of any breach if the representations and warranties set-forth in this Section 10.
    2. Company further represents and warrants that (i) to the extent it is acting on behalf of a client, it has the authority as client’s agent to bind such client to the terms of all Order Form(s) that are applicable to the client and that all of Company’s actions related to such terms will be within the scope of such agency; (ii) it will not, and will ensure that its Authorized Users will not, use the Platform Outputs for any of the Use Restrictions; and (iii) it will take all necessary measures to prevent the misuse of Service Materials by its Authorized Users and Third Parties, and will promptly notify DeepIntent of any unauthorized use or breach of this provision.
11. DISCLAMER. THE SERVICES AND PLATFORM ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE”, AND DEEPINTENT SHALL NOT HAVE ANY LIABILITY TO COMPANY, OR ANY THIRD PARTY AFFILIATED WITH OR RETAINED BY COMPANY, OR ITS USERS’ USE OF OR RELIANCE ON THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE PLATFORM) OR THE REPORTS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, DEEPINTENT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND THAT: (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE OR FREE FROM HARMFUL COMPONENTS OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES WILL MEET COMPANY'S REQUIREMENTS OR EXPECTATIONS; (C) ANY DEEPINTENT 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; OR (D) ANY ERRORS OR DEFECTS WILL BE CORRECTED. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN A Order Form AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, IMPLIED, WITHOUT LIMITATION, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR COURSE OF DEALING OR PERFORMANCE.
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12. LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER, FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF INCOME, REVENUE, PROFITS, GOODWILL, OR UNAVAILABILITY OF THE SERVICES, BUT NOT INCLUDING FEES PAYABLE HEREUNDER OR SERVICE LEVEL CREDITS UNDER ANY ORDER FORM) ARISING OUT OF OR RELATED TO AN ORDER FORM, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A PARTY’S GROSS NEGLIGENCE, WILFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS, OR BREACHES OF ITS CONFIDENTIALITY OR DATA OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO AN ORDER FORM SHALL NOT EXCEED THE GREATER OF THE AMOUNT FEES CHARGED TO COMPANY BY DEEPINTENT UNDER SUCH ORDER FORM FOR THE TWELVE (12) MONTHS PRIOR TO THE DATE THE LIABILITY FIRST AROSE OR FOUR HUNDRED-TWENTY THOUSAND DOLLARS ($420,000).
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13. INDEMNIFICATION
    1. MUTUAL INDEMNITY. Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party and its affiliates (and all equity holders, employees, officers, contractors or representatives of the same) (collectively, the “Indemnified Party”) to the maximum extent permitted by law from and against any and all damages, losses, liabilities, claims, demands, actions, proceedings, investigations, penalties, and other reasonably incurred costs and expenses (including reasonable attorneys’ fees) arising out of or relating to a third party claim based on: (i) violation of any Applicable Law, (ii) the Indemnifying Party’s material breach of its obligations under the General Terms and/or an Order Form; and/or (iii) the Indemnifying Party’s gross negligence, recklessness, or willful misconduct.
    2. COMPANY INDEMNITY. In addition to its indemnification obligations under Section 13(a), Company further agrees to indemnify, defend and hold harmless DeepIntent and its Affiliates, employees, officers, contractors and Representatives) to the maximum extent permitted by law from and against any and all damages, losses, liabilities, claims, demands, actions, proceedings, investigations, penalties, and other reasonably incurred costs and expenses (including reasonable attorneys’ fees) arising out of or relating to a third party claim based on: (i) the acts or omissions of its Authorized Users, (ii) the Company's failure to obtain all necessary rights, consents, and permissions to any Company Data provided to DeepIntent as part of the Services, including any claims that the data provided by the Company infringes upon or violates the rights of any third party or fails to comply with Applicable Law and (iii) any unauthorized use of Platform Outputs by Authorized Users.
    3. If any claim or action is brought against the Indemnified Party for which indemnity may be sought pursuant to this section, the Indemnified Party shall be entitled to participate at their own expense in the defense of such claim, and no settlement may be entered into by the Indemnifying Party without the Indemnified Party’s prior written consent. The Parties’ indemnification obligations herein shall survive the termination or expiration of an Order Form.
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14. CONFIDENTIALITY.
    1. “Confidential Information” means any information relating to or disclosed in the course of an Order Form, which is or should reasonably be understood to be confidential under the circumstances of disclosure. The General Terms and the Order Form(s) are the Confidential Information of each party (not to be disclosed by the other without the written consent of the other) and information regarding the performance of the Services, DeepIntent’s fees, reporting, and other information made accessible via the Services are DeepIntent’s Confidential Information. “Confidential Information” does not include information that (a) is or becomes part of the public domain through no fault of the receiving Party; (b) was legally in possession of the receiving Party prior to the time of its disclosure by the disclosing party other than through a prior disclosure by disclosing Party; or (c) was independently developed by the receiving Party without violation of this Section 14.
    2. Both Parties 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.  The receiving Party will use Confidential Information only for the purpose of fulfilling its obligations under an Order Form or the General Terms and shall not disclose Confidential Information to the receiving party’s employees, agents, consultants, subsidiaries, corporate affiliates or any other third parties (“Representatives”), except when disclosure is necessary to perform the obligations under an Order Form or the General Terms, 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 the General Terms.  Moreover, the receiving Party may disclose Confidential Information if it is required to do so by law, so long as the receiving Party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure. The Parties agree that any violation or threatened violation of this Section 14 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. The receiving Party shall be fully responsible for any unauthorized use or disclosure by its Representatives of the disclosing Party’s Confidential Information.
    3. The receiving Party will promptly return or destroy the disclosing Party’s Confidential Information upon request of the disclosing Party, except that a copy may be retained in accordance with its internal archiving and back-up process, or to the extent required by a court or government order, provided that a Party’s confidentiality obligations shall continue with respect to such retained Confidential Information.
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15. NON-CIRCUMVENTION. During the term of an Order Form and for a period of six (6) months following the effective termination date of such Order Form, neither Company nor any of its representatives, including without limitation its directors, officers, employees, agents and advisors, shall (i) directly or indirectly, intentionally engage in any behavior that may cause any of DeepIntent’s sellers and/or data providers to terminate their relationship with DeepIntent, (ii) directly engage with any of DeepIntent’s sellers and/or data providers for the purpose of disintermediating DeepIntent from facilitating its Services and/or (iii) use DeepIntent Data, whether directly or indirectly, for any purposes competitive to DeepIntent (including, without limitation, developing a product that is competitive to the Services). Company agrees that monetary damages for a breach of this Section 15 will not be adequate and that in the event Company breaches this Section 15, DeepIntent shall be entitled to seek and obtain injunctive relief (including temporary and preliminary relief). Notwithstanding the foregoing, these restrictions do not prevent Company from working directly with DeepIntent’s sellers and/or data providers with whom Company has a direct pre-existing business relationship immediately prior to the Effective Date of an Order Form.
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16. AUDITS. Without limiting DeepIntent’s right to electronically monitor usage of the Services, DeepIntent reserves the right to audit Company’s use of the Services, data sourcing practices, and related activities to ensure Company’s compliance with the terms of the General Terms, the Order Form(s), and any Applicable Law.  Any audit will occur upon reasonable advance written notice to Company and will occur during normal business hours in a manner designed not to unreasonably interfere with Company’s ordinary business operations, and no more than once every twelve (12) month period unless in the event of a security incident or DeepIntent otherwise finds, based on a previous audit, that Company materially breached the General Terms, an Order Form, or any Applicable Law. In the event an audit reveals that Company materially failed to comply with the terms of the General Terms, an Order Form, or Applicable Law, 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 as a result of such noncompliance.
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17. MISCELLANEOUS.
    1. Each Party is an independent contractor, and the Order Form(s) will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
    2. An Order Form cannot be transferred or assigned without prior written consent of the non-assigning Party; except that DeepIntent may assign its rights and obligations under the Order Form(s) (a) to an acquirer of substantially all of DeepIntent’s assets, stock or business by sale, merger or otherwise or (b) to a corporate affiliate.  
    3. Neither party will make any public statement relating to the General Terms or an Order Form without the prior written approval of the other, except that DeepIntent may include Company’s name and logo on its marketing and promotional materials and customer lists.
    4. Except as expressly set forth in Section 13, the General Terms and the Order Form(s) do not create any third-party beneficiary rights in any individual or entity that is not a Party to such Order Form.
    5. The Order Form(s) and the General 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 an Order Form shall be resolved in courts of competent jurisdiction in New York, without giving effect to any conflict of law provisions. Any claim arising out of or related to an Order Form must be brought in the initiating Party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding and within two (2) years from the date the cause of action arose.
    6. If any provision of an Order Form or the General Terms is unenforceable, the validity of the remaining provisions will not be affected. Notwithstanding the above, DeepIntent’s failure to enforce any provision of an Order Form or the General Terms will not constitute a present or future waiver of such provision nor limit its right to enforce such provision at a later time. All waivers by DeepIntent must be in writing to be effective.
    7. All notices permitted or required under an Order Form shall be in writing, and shall be delivered: if to DeepIntent, by email to legal@DeepIntent.com; and if to Company, to the email address listed in the applicable Order Form. Notice shall be deemed delivered upon receipt of electronic transmission if the sending Party can confirm that the email was apparently sent successfully according to its ordinary technical records and does not receive an error notice. Notwithstanding the foregoing, if the sending Party receives an error notice because the receiving Party has changed its email address without formally notifying the sending Party, the email notice is deemed effective if the sending Party is using the last email address provided by the other Party for the express purpose of receiving notices. In such a case, the sending Party will also attempt to reach the receiving Party by phone.
    8. Except with respect to either Party’s payment obligations associated an Order Form, neither Party will be liable for failure or delay in performing its obligations arising from causes beyond its reasonable control, including without limitation acts of God, terrorism, war, riots, fire, earthquake, epidemic, flood, or degradation or failure of third party networks or data providers or communications infrastructure (collectively, a “Force Majeure Event”).
    9. In the event of a conflict between the terms of the General Term and any Order Form, the applicable Order Form shall prevail to the extent of such conflict
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