DeepIntent Pixel Terms and Conditions

These DeepIntent Pixel Terms and Conditions (the "Pixel Terms") shall govern your access to and use of any DeepIntent pixels, including but not limited to DeepIntent's HCP+ measurement tool, that may be provided to you under any agreement(s) between you and DeepIntent, Inc. ("Agreement(s)"), which may include without limitation, your Demand Master Services Agreement and/or Data Use Agreement ("DUA"). For the purposes of these Pixel 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. PIXEL SERVICES. The Pixel Services shall be considered part of the Services provided under the Agreement(s). Company's use of the Pixel Services and any and all data provided as part of the Pixel Services (including, without limitation, Measurement through DeepIntent's HCP+ measurement tool ("HCP+")) shall be subject to the applicable terms and conditions set forth in the Agreements.
   1. HCP+. Through HCP+, DeepIntent is able to measure campaign performance through offline metrics ("Measurement"), which may include but are not limited to:
      1. Counts of verified patients, as defined by condition codes and Rx codes;
      2. Percentage of population reached that are verified patients;
      3. Counts of new-to-brand and total scripts;
      4. Doctor's visits;
      5. Incremental script analyses and confidence scores;
      6. Counts of HCPs;
      7. Counts of script activity associated with the brands marketed to HCPs; and
      8. Any custom analysis as mutually agreed in writing between the Parties (email sufficient).
   Measurement may be provided on a regular basis, at a frequency mutually agreed upon in writing (email shall suffice), for the flight of each campaign mutually agreed upon between the Parties.
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2. CAMPAIGN DATA. Company may place measurement tags and pixels (together with tags, "Pixels") on Company's advertisements and/or website(s) to collect information related to a user's exposure to advertising impressions served by or on behalf of Company ("Campaign Data") and enable DeepIntent's provision of the Pixel Services to Company. Any such measurement Pixels will be provided by DeepIntent to Company, and Company shall place such Pixels on its advertisements and/or website(s), subject to Section 6 of these Pixel Terms and pursuant to any guidelines that may be provided by DeepIntent from time to time. Company agrees and understands that DeepIntent may use Campaign Data for the Pixel Permitted Purposes (as defined below), or otherwise in furtherance of its obligations under these Pixel Terms and/or the Agreement(s). Notwithstanding anything to the contrary and to the extent Company improperly places any Pixels onto its advertisements and/or website(s) in contravention of any guidelines provided by DeepIntent, DeepIntent is not liable for any claims arising from such Pixels nor responsible for any lapse in Campaign Data collected due such improper Pixel placement.
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3. PIXEL PERMITTED PURPOSES. In addition to the Permitted Purposes set forth in the DUA, DeepIntent may use the Campaign Data for the purpose of providing the Pixel Services, which shall include, without limitation: (collectively, the "Pixel Permitted Purpose(s)")
   1. For campaign performance metrics;
   2. To develop marketing insights and analytics, including campaign specific analytic results and Measurement;
   3. For reporting purposes, including, to perform anonymized aggregated and statistical analytics on campaign performance and for campaign optimization; ("Reports") and
   4. To perform data analytics to optimize and assess next-best actions for engagement with users.
   For the avoidance of doubt, the Pixel Permitted Purposes shall be considered part of the Permitted Purposes as defined in the DUA.
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4. OWNERSHIP AND LICENSING. Each Party grants to the other Party a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to store and use its respective data (i.e., Company Data or DeepIntent Data), solely for the Permitted Purposes contemplated herein. Notwithstanding the foregoing, each Party owns and retains all right, title, and interest in and to its respective data. Furthermore, Company understands and acknowledges that DeepIntent owns the Services (including, without limitation, the Pixel Services), Measurement, Reports, and Campaign Data, and related technology, tools, software, algorithms, models, technologies, formats, processes, etc. (collectively, "DeepIntent Data").
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5. PAYMENT TERMS. Client will pay DeepIntent for any invoiced fees within thirty (30) days after receipt of Company's invoice. Payment will be made in US dollars. DeepIntent's impression, click counts, and record of the price per impression and/or click will be solely decisive for billing purposes. Client must raise any disputes about an invoice within thirty (30) days following receipt of the Company's invoice, otherwise the invoiced fee(s) is deemed accepted. Client is responsible for providing complete and accurate billing and contact information to DeepIntent and promptly notifying DeepIntent of any changes to such information. In the event that Agreements are terminated, Company shall remain liable for any fees incurred prior to the date of termination, in addition to any outstanding invoiced fees. DeepIntent reserves the right to charge the higher of the legal maximum interest rate or 1.5% on any late payment. Moreover, Client is responsible for paying all applicable sales, use or other taxes or duties, tariffs, etc. applicable to the Services.
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6. REPRESENTATIONS AND WARRANTIES. In addition to the representations and warranties in the Agreement, Company further represents that (i) it has all legally sufficient consent mechanisms in place to obtain any end user consent as required by Applicable Laws; (ii) it will maintain an easily accessible and clear privacy policy and provide its users with transparent, clear, and concise notices, disclosures, and any opt-outs as required by Applicable Laws; (iii) it has obtained all rights, licenses, consents, and permissions to place Pixels on its advertisement(s) and/or Website(s) to allow DeepIntent to collect Campaign Data through such tags and pixels for use pursuant to the Pixel Services and/or other DeepIntent services as set forth in any Agreement(s); (iv) it will immediately honor any request from a user to withdraw their consent, request deletion, or opt-out of certain processing, including, if applicable, suppressing such user's exposure to such pixel(s); (v) it will place tags and/or pixels on its advertisement(s) and/or Website(s) in compliance with: (a) Applicable Laws and (b) any guidelines provided by DeepIntent from time to time; (vi) it will comply with the terms of these Pixel Terms and use the Pixel Services (including, without limitation, the Measurements) in accordance with the terms herein; (vii) in the event Company receives access to DeepIntent's platform to view reporting, Company shall comply with the Dashboard Access Terms; and (viii) the execution of this Agreement does not and will not violate any agreements which it has with third parties or any and all Applicable Laws.
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7. DISCLAIMER AND INDEMNIFICATION. EXCEPT AS OTHERWISE PROVIDED IN THESE PIXEL TERMS, DEEPINTENT PROVIDES THE PIXEL SERVICES AND RELATED DATA "AS IS" AND "AS AVAILABLE". DEEPINTENT DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT THE PIXEL SERVICES WILL MEET COMPANY'S REQUIREMENTS OR EXPECTATIONS OR THAT THEY WILL BE ACCURATE OR ERROR-FREE, RELIABLE. MOREOVER, COMPANY ACKNOWLEDGES AND AGREES THAT DEEPINTENT IS NOT LIABLE FOR THE RESULTS OF THE MEASUREMENTS OR OUTPUT OF THE REPORTS AND MAKES NO PROMISE OR GUARANTEE REGARDING ANY MINIMUM NUMBER OF SCRIPTS, IMPRESSIONS, OR ANY PERFORMANCE WITH RESPECT TO ANY CAMPAIGNS. Company shall be solely responsible and liable for its use and placement of the Pixels, including any improper placement thereof. Company further 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 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 Pixel Terms and/or Company's gross negligence, recklessness, and/or willful misconduct. Notwithstanding the above, DeepIntent 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.
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8. AUDIT. DeepIntent shall have the right, upon at least seven (7) days' notice to audit Company's compliance with the terms of these Pixel Terms. In the event such audit reveals that Company materially failed to comply with these Pixel 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.
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9. MISCELLANEOUS. These Pixel Terms shall form a part of the DUA (or absent a DUA, the Agreement), the terms of which are incorporated by reference into these Pixel Terms. In the event of a conflict between these Pixel Terms and the Agreements, these Pixel Terms shall control to the extent of such conflict. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreements. DeepIntent reserves the right to update these Pixel Terms from time to time. If any provision of these Pixel Terms is unenforceable, the validity of the remaining provisions will not be affected.