EDAA Trust Seal

EPSILON CROSS-DEVICE SERVICE ORDER

This Epsilon 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 ("Effective Date") and is made by and between you ("Marketing Partner") and Epsilon Data Management, LLC ("Epsilon"); each a "Party" or together referred to as the "Parties." This Cross-Device Service Order incorporates the terms of the General Services Agreement (the "GSA") between Epsilon and Marketing Partner located at https://legal.epsilon.com/us/gsa (or the then-current url as determined by Epsilon). 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.

  1. NOW, THEREFORE, for and in consideration of the Parties’ agreements set forth below and intending to be legally bound, the Parties hereby agree as follows:
  2. Definitions. Unless elsewhere defined herein the following additional terms will apply to this Cross-Device Service Order. Any capitalized term not defined herein will have the meaning ascribed to it in the GSA.
    1. "Advertising" means using a Cookie or other technology to identify current or prospective customers and provide relevant personalized digital Ads.
    2. "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.
    3. "CORE Identity" means the pseudonymous identifier assigned to an individual and the Device Identifiers linked to that identifier.
    4. "CORE Profile" means the collection of attributes assigned to a CORE Identity related to an individual’s preferences and characteristics derived solely from Epsilon’s proprietary datasets and data licensed from third parties.
    5. "Device Identifiers" means Cookies, mobile device identifiers, and similar identifiers that relate to a specific computer, browser, smartphone, tablet, or other electronic device.
    6. "Directly Identifiable Information" means any information used, or intended to be used, to identify a particular individual, including name, address, telephone number, email address, financial account number, and government-issued identifier.
    7. "IO" means an insertion order that sets forth the details for each Campaign, including flight dates, cost, and total budget. Each IO executed between the parties is incorporated into this Cross-Device Service Order by reference.
    8. "Pseudonymous Data" means information collected by Epsilon about the products, services, or other website content that an individual interacts with on Marketing Partner’s website and mobile application, if enabled by Marketing Partner, that is not Directly Identifiable Information.
    9. "Tag" means code (e.g., HTML) or a web beacon (e.g., pixel tag, clear GIF) (a) that requests the delivery of Advertising or tracks an Advertising impression or click, or (b) on a website that enables the collection of information about a person’s interactions with that website.
  3. Statement of Work. Epsilon shall provide services to Marketing Partner that involve the use of Pseudonymous Data. Pseudonymous Data will be collected by utilizing a Cookie and/or Tag for the purpose of Advertising. Marketing Partner will facilitate the placing of Epsilon’s Tags on all agreed-upon pages of Marketing Partner’s website(s). Marketing Partner will ensure that no Directly Identifiable Information can be collected through the Tags. Epsilon will use the Pseudonymous Data to deliver Ads pursuant hereto. Epsilon will not share, provide, or otherwise disclose any Pseudonymous Data with or to any third party, nor will Pseudonymous Data be used to contribute to, enhance, create, or affect the CORE Profile in any way. The Pseudonymous Data may enable Epsilon to add or confirm Device Identifiers to the CORE Identity (without identifying Marketing Partner as the source of any Device Identifier).
  4. Billing and Payment. Marketing Partner agrees to pay all fees and charges for Campaigns as set forth on an applicable IO. After the launch of a Campaign pursuant to an IO, Marketing Partner will be billed for impressions delivered 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.
  5. Term and Termination. This Cross-Device Service Order will commence on the Effective Date and continue until terminated in accordance with this Section 5. Either Party may terminate this Cross-Device Service Order for any reason following thirty (30) days’ written notice. The terms of this Cross-Device Service Order will apply to any IO between the Parties.
  6. Advertising/Design Content. Marketing Partner will own and have all right and title in all Marketing Partner Marks. All other logos, designs, or other promotional artwork used by Epsilon to create Ads hereunder are Epsilon’s work product, belong entirely to Epsilon, and may not be used by any other party without Epsilon’s express prior written consent (the "Epsilon Creative"). Marketing Partner grants Epsilon a non-exclusive worldwide and royalty-free license to use, execute and copy, for purposes outlined in this Cross-Device Service Order, all Marketing Partner Marks contained in the Epsilon Creative. However, nothing in this Cross-Device Service Order shall be construed as a grant to Epsilon 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 Epsilon are subject to the mutual approval of Epsilon and Marketing Partner.
  7. EPSILON DATA.
    1. If Epsilon 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 Epsilon (collectively, the "Epsilon Data"). Marketing Partner shall use, and shall contractually require any Approved Third Party to use, the Epsilon 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 Epsilon. 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 Epsilon in and to the Epsilon 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 Epsilon Data with any third party without Epsilon’s prior written consent. Marketing Partner shall not use, and shall contractually require any Approved Third Party not to use, the Epsilon 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 Epsilon 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, Epsilon will suffer irreparable injury. Upon such an event, Epsilon 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 Epsilon 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 Epsilon (email to ThirdPartyRequests@Epsilonmedia.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. Epsilon 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 Epsilon Data. Additionally, if Epsilon communicates any additional permitted uses or restrictions on the Fourth Party’s use of Epsilon 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 Epsilon 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.
  8. Miscellaneous. The GSA, this Cross-Device Service Order, and any related IOs 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 of the Cross-Device Service Order and any IO. In the event of any inconsistency between the terms of the Cross-Device Service Order and any IO, the terms of the IO shall prevail. This Cross-Device Service Order 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.