TRUSTe

CONVERSANT CROSS-DEVICE SERVICE ORDER
This Conversant Cross-Device Service Order (the “Cross-Device Service Order”) is effective as of the date that the last relevant Party signs the first relevant Insertion Order (defined below) and is made by and between you (“Marketing Partner”) and Conversant LLC (“Conversant”); each a “Party” or together referred to as the “Parties.” This Cross-Device Service Order incorporates the terms of the Conversant General Services Agreement (the “GSA”) between Conversant and Marketing Partner located at www.conversantmedia.com/legal/gsa (or the then-current url as determined by Conversant). This Cross-Device Service Order governs the Parties’ business relationship for products and services, each subject to a separate insertion order (“Insertion Order” or “IO”), which are incorporated into this Cross-Device Service Order by reference.
In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. DEFINITIONS. In addition to the terms defined in the GSA, and unless elsewhere defined herein, the following additional terms shall apply to this Cross-Device Service Order: (a) “Anonymous Data” means information that does not contain personally identifiable information. (b) “Database” means the location in which Conversant stores Anonymous Data. (c) “Cookie” means parcels of text sent by a server to a browser and then sent back unchanged by the browser each time it accesses that server. (d) “Tag” means code (e.g., HTML) or a web beacon (e.g., pixel tag, clear GIF) that requests the delivery of an Ad or tracks an Ad impression or click. (e) “Target Sites” means properties on which an Ad is served (e.g., web sites). (f) “Customer” means an individual who is served Ads based on their interest and is a visitor to Marketing Partner’s Site or whose Anonymous Data is in the Database. (g) “Advertising” means using a Cookie or other technology to identify Customers, track Customers’ key interactions, and provide relevant personalized Ads. (h) “Marketing Partner’s Marks” means Marketing Partner’s trademarks, service marks, names and logos. (i) “Vendor” means a supplier or manufacturer that provides goods or services on Marketing Partner’s Website.www
  2. STATEMENT OF WORK. Conversant will use Anonymous Data in Marketing Partner’s Campaign by utilizing a Cookie and/or Tag for the purpose of Advertising. If applicable, Conversant may provide Vendors with a means to drive traffic and conversions to Marketing Partner’s Website through click links in Vendor display Ads.
  3. BILLING AND PAYMENT. Marketing Partner agrees to pay all fees and charges attributable to each IO at the then current rates, which shall be exclusive of any applicable taxes. IOs will normally commence on the launch of an Ad Campaign. Thereafter, Marketing Partner will be billed on a monthly basis. Accounts unpaid thirty (30) days after the due date of any invoice may have service suspended or terminated and any outstanding balances will then become immediately due. Account suspension or termination shall not relieve Marketing Partner of its obligation to pay the monthly fees and charges due up to the date of termination or suspension.
  4. TERM. This Cross-Device Service Order will be valid for the time specified by Marketing Partner in the IO, but not less than ninety (90) days from the start of the first Campaign (“Initial Term”). After the Initial Term, Marketing Partner may terminate this Cross-Device Service Order for any reason following thirty (30) days’ written notice. Conversant may terminate this Cross-Device Service Order: (a) at any time in accordance with Section 3, or (b) following thirty (30) days’ written notice after the Initial Term. This Cross-Device Service Order will apply to any IO between the parties.
  5. CONVERSANT DATA.
    1. If Conversant agrees to place Marketing Partner’s or a third party’s (each such third party, an “Approved Third Party”) pixels, tags, or similar technology (the “Permitted Technology”) on Marketing Partner’s Creative, Marketing Partner acknowledges and agrees, and will require any Approved Third Party to acknowledge and agree, that all such data provided and/or obtained via the Permitted Technology, including any information relating to the campaign audience, is confidential and proprietary to Conversant (collectively, the “Conversant Data”). Marketing Partner shall use, and shall contractually require any Approved Third Party to use, the Conversant Data solely for one of the following applicable permitted uses: (a) attribution analysis, (b) click and impression tracking; (c) campaign measurement; (d) customization of creative on an advertisement landing page; and (e) any other purpose approved in writing by Conversant. Marketing Partner shall not, and shall contractually require any Approved Third Party to not, do anything inconsistent with the copyright or other proprietary rights of Conversant in and to the Conversant Data, including any information that might be derived therefrom. Marketing Partner shall not share, and shall contractually require any Approved Third Party not to share, the Conversant Data with any third party without Conversant’s prior written consent. Marketing Partner shall not use, and shall contractually require any Approved Third Party not to use, the Conversant Data or any derivatives thereof for any targeting, audience building, media delivery, cross-device user identification, linking to personally identifiable information, or any other similar purpose. Marketing Partner shall not use, and shall contractually require any Approved Third Party not to use, any information it obtains as a result of its handling, processing, or possession of the Conversant Data in connection with the creation, testing, promotion, marketing, selling, and/or licensing of Marketing Partner’s or the Approved Third Party’s, as applicable, information, products, or services to anyone. Marketing Partner understands and agrees that in the event of a breach or threatened breach of this Section 5, Conversant will suffer irreparable injury. Upon such an event, Conversant shall be entitled to equitable relief, including injunctive relief and specific performance, without having to prove damages or post bond. Marketing Partner shall be fully liable for any acts of omissions of an Approved Third Party in violation of this Section 5.
    2. From time to time, Marketing Partner or an Approved Third Party may request that Conversant permit other companies to piggyback on an Approved Third Party’s tags or pixels (each, a “Fourth Party”). For each such request, Marketing Partner or the Approved Third Party shall send a written request to Conversant (email to ThirdPartyRequests@conversantmedia.com to suffice) setting forth at least the following information: (a) name of Fourth Party, (b) reason for loading Fourth Party tag, and (c) subdomain of Fourth Party tag. Conversant may approve or deny such request in its sole discretion and may choose to approve or deny any Fourth Party on a global basis or a campaign by campaign basis. Marketing Partner hereby accepts full liability for ensuring each Fourth Party’s compliance with the terms of this Section 5, including without limitation all restrictions on use of Conversant Data. Additionally, if Conversant communicates any additional permitted uses or restrictions on the Fourth Party’s use of Conversant Data in an email in response to Marketing Partner’s or Approved Third Party’s request for use of a Fourth Party’s tags, Marketing Partner hereby agrees that all such communicated additional permitted uses or restrictions shall become a binding part of this Cross-Device Service Order. For the avoidance of doubt, any remedies available to Conversant pursuant to this Cross-Device Service Order for Marketing Partner’s or Approved Third Party’s breach shall equally apply to any violation by a Fourth Party of the terms hereof, and Marketing Partner shall be fully responsible for any such monetary remedies.
  6. ADVERTISING/DESIGN CONTENT
    1. Creative Ownership. Marketing Partner will own and have all right and title in all pre-existing Marketing Partner Marks. All other logos, designs, or other promotional art work used to create Ads by Conversant for use directly in connection with Marketing Partner's Marks hereunder are Conversant’s work product, belong entirely to Conversant, and may not be used by any other party without Conversant's express prior written consent (the “Work Product”). Marketing Partner grants Conversant a non-exclusive worldwide and royalty-free license to use, execute and copy, for purposes outlined in this Cross-Device Service Order, all pre-existing Marketing Partner Marks contained in the Work Product. However, nothing in this Cross-Device Service Order or the GSA shall be construed as a grant to Conversant by Marketing Partner of any right to manufacture for sale any merchandise or offer any service bearing Marketing Partner's name, likeness, portrait or picture other than for the purpose of serving Ads hereunder. The Ads created by Conversant are subject to the mutual approval of Conversant and Marketing Partner, but for promotional purposes only and not for commercial sale or any other purpose which would lead to the deriving of income from the direct use of such Ads by Conversant or any other party, other than income derived from serving Ads hereunder.
    2. Ad Choices.Ads will include a menu that informs consumers how they received the Ad and provides a means to opt-out of and/or opt-in to Conversant Advertising.
    3. Social Media. If Marketing Partner’s Ads are to be served on certain social media platforms (each, a “Social Media Platform”), Marketing Partner: (a) authorizes Conversant to grant the Social Media Platform(s) a worldwide, nonexclusive, nontransferable, royalty-free, fully paid up license to reproduce, display, perform, and use any and all data of or relating to the bidding and placement of an Ad on the Social Media Platform; (b) authorizes Conversant to drop secure Social Media Platform publisher pixels and conversion pixels on Marketing Partner’s webpage(s) to increase end user visibility; and (c) agrees to grant Conversant access to Marketing Partner’s Social Media Platform Application Programming Interface (API) account to allow Conversant to create Ads and access reporting insights.
  7. MARKETING PARTNER’S REPRESENTATIONS AND WARRANTIES. In addition to the representations and warranties listed in the GSA, Marketing Partner represents and warrants that: (a) if it does not already, Marketing Partner will add a link in its privacy policy to the NAI opt-out page (http://www.networkadvertising.org/managing/opt_out.asp) so consumers can opt-out of Conversant’s services; and (b) Conversant is permitted by Marketing Partner to use Anonymous Data for the creation of derived attributes to be utilized for Advertising.
  8. CONVERSANT’S REPRESENTATIONS AND WARRANTIES. Conversant represents and warrants that the Ads (with the exception of content or intellectual property supplied by Marketing Partner) will not infringe upon or violate intellectual property or other rights of a third party.
  9. NOTICES. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given by registered or certified mail (return receipt requested), or recognized national overnight courier service, or delivered personally, to the following addresses (or at such other address for a party as shall be specified by like notice) or email: if to Conversant, to the attention of the Legal Department at 101 N. Wacker Dr., 23rd Floor, Chicago, IL 60606 or by email at ConversantLegal@conversantmedia.com. If to Marketing Partner, to the executive and address set forth on the most recent Insertion Order. Notice shall be effective the earlier of an email confirmation showing transmission was received, the notified Party’s actual receipt (or refusal to accept receipt, if applicable), or five (5) days after the date of mailing.
  10. SURVIVABILITY. Notwithstanding termination of this Cross-Device Service Order, any provisions that by their nature are intended to survive, will survive termination.
  11. MISCELLANEOUS. The GSA, this Cross-Device Service Order, and the related Insertion Order(s) constitute the entire agreement of the Parties with respect to the subject matter and supersede all previous communication, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter hereof. In the event of any inconsistency between the terms of this Cross-Device Service Order and IO, the terms of the IO shall prevail. These agreements can only be modified in writing and signed by both Parties. If any provision of this Cross-Device Service Order is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provision, and this Cross-Device Service Order will be construed as if such invalid, illegal or unenforceable provision had never been contained herein in regards to that particular jurisdiction.