TRUSTe

CONVERSANT CUSTOMER LIST ACTIVATION SERVICE ORDER

This Conversant Customer List Activation Service Order (“Service Order”) between Conversant LLC (“Conversant”) and the advertiser or agency signing the relevant Insertion Order (“Advertiser,” which shall be deemed to include an agency on behalf of an advertiser where applicable) is effective as of the date that the last relevant Party signs the first relevant Insertion Order (“Effective Date”) and incorporates the terms of the Conversant General Services Agreement located at http://www.conversantmedia.com/legal/gsa (or the then-current url as determined by Conversant) (“Agreement”). In the event of a conflict between the terms and conditions in this Service Order and those stated in the Agreement or any related Insertion Order, the terms of this Service Order shall control.

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 Agreement, the following additional terms shall apply to this Service Order: (a) “Customer” means an individual whose Offline Data is provided to Offline Data Processor by Advertiser; (b) “Database” means the location in which Conversant stores Non-PII Data; (c) “Non-PII Data” means information that is not personally identifiable that is either (i) collected by Conversant by utilizing a cookie and/or tag or (ii) transferred to Conversant by the Offline Data Processor as described in Section 2; (d) “Offline Data” means certain information including Personally Identifiable Information (“PII”) collected offline that is transferred by Advertiser to the Offline Data Processor; (e) “Offline Data Processor” means a service provider that renders Offline Data anonymous for Advertiser.
  2. Statement of Work.
    1. Advertiser will transfer its Offline Data, using commercially reasonable encryption measures, to the Offline Data Processor. Advertiser will not deliver to Offline Data Processor: (i) credit card or other financial account information; (ii) Social Security Numbers; or (iii) driver’s license or state ID card numbers. If an individual’s information was previously sent to Offline Data Processor and that individual later opts-out with Advertiser by phone, mail or email, Advertiser will notify the Offline Data Processor in any subsequent update file of Offline Data that the individual has opted-out. The Offline Data Processor will anonymize the Offline Data by converting it to Non-PII Data, and will then send the Non-PII Data to Conversant. Conversant will use Non-PII Data for Advertiser’s campaign(s) reflected in an Insertion Order with Conversant, which Insertion Order may be between Conversant and an agency of Advertiser. Advertiser will not deliver any Offline Data or other PII to Conversant. Advertiser acknowledges and agrees that Conversant and its affiliates shall have the right to use all Non-PII Data collected and/or obtained pursuant to this Agreement for the creation of anonymous derived attributes to be utilized for advertising.
    2. Conversant will deliver Campaigns pursuant to one or more Campaign-specific Insertion Orders. The execution of an Insertion Order by Advertiser and Conversant is construed as an acceptance of all the rates, terms, and conditions reflected on the Insertion Order, this Service Order, and the Agreement.
  3. Advertiser’s Creative.
    1. Advertiser is solely responsible for the substantive content of each Ad. The content must be in compliance with “Ad Guidelines” available here. Except as provided herein, at least ten (10) business days prior to a mobile Campaign’s start date and three (3) business days prior to a display Campaign’s start date, Advertiser shall provide all creative and substantive materials (“Creative”) required for marketing a Campaign, including but not limited to: banners, language/text for promotional e-mail text, links, fields, video, rich media, and any other creative content as required. Any creative or content created by Conversant (“Conversant Content”) shall be at the mutual, written (email acceptable) approval of Conversant and Advertiser. Conversant will substitute revised Ads at Advertiser’s written request no more than two (2) times per month and such revised Ads are due five (5) business days prior to the requested Campaign flight date for the revised Ads.
    2. Advertiser agrees to confirm the correct function of all Creative supplied to Conversant within one (1) business day of Campaign start date. If no confirmation is received within this time frame, Conversant will assume that Creative is functioning properly and Advertiser agrees to pay for all impressions or clicks from the Creative. Advertiser acknowledges and agrees that Conversant does not pre-screen the Creative for inclusion on the Conversant network and it shall not be responsible for policing, monitoring, or editing any Creative.
  4. Advertiser’s Campaigns.
    1. Conversant in due diligence cannot monitor all websites, applications, and video content for appropriate content and makes no representations with respect to user-generated content on any website, applications, or video within its and its third party network. Advertiser understands that if it reasonably determines that the placement of any Campaign by Conversant harms the goodwill or reputation of Advertiser or disparages or brings Advertiser into disrepute, then Conversant shall use commercially reasonable efforts to remove such Campaign promptly following receipt of Advertiser's written notice thereof to Conversant; provided, however, that if Conversant reasonably believes that removal of a Campaign will have a material impact on Conversant’s ability to perform in accordance with the applicable Insertion Order, Conversant may condition such compliance on Advertiser providing an extension of the flight dates or other accommodation.
    2. Advertiser may cancel a Campaign upon written notice to Conversant’s Account Manager and such cancellation shall be effective one (1) business day after Conversant’s receipt of Advertiser’s written notice. Advertiser agrees to pay for all impressions served or clicks derived through the effective date of cancellation and, if applicable, the development cost of Creative for any Conversant Content and/or third party research fees created specifically for the canceled Campaign.
    3. Advertiser agrees to allow Conversant to make changes or alterations to the Creative solely for the purpose and intent of matching it to the medium of delivery. Conversant may, at its option, modify the flight date of a Campaign if the Creative or linking URL’s are not delivered on time or there are delays due to third party ad-serving, inventory fluctuation or other issues beyond its control.
    4. Advertiser hereby grants to Conversant and its third party publishers a nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote the Campaign(s) in connection with its obligations herein.
    5. Conversant reserves the right to pause any Campaign that does not meet or satisfy Conversant’s reasonable performance expectations, operational requirements or for any other reason effective upon written notice to Advertiser. After notification, Conversant may pause a Campaign for a maximum of five (5) business days during which time Advertiser and Conversant will work together to address Conversant’s concerns, including but not limited to testing new Creative and/or changing rates. Conversant will not make changes to original Insertion Order specifications or Creative without Advertiser’s express written approval. If during or following the pause period Conversant deems, at its reasonable discretion, that a Campaign will not meet minimum performance expectations or operational requirements, Conversant reserves the right to cancel Advertiser’s Campaign following one (1) business day written notice to Advertiser. For pre-paid Campaigns, Conversant will credit Advertiser the unused portion of pre-payment (i.e. the total pre-payment less the cost of what has been delivered).
    6. Any advertising and marketing rights not specifically granted to Advertiser herein are specifically reserved by Conversant. Without limiting the generality of the foregoing, Conversant expressly reserves the right, upon notice to Advertiser, to refuse or cancel: (i) any advertising request, Campaign, or change any Campaign that does not completely conform to every material detail set forth in the Insertion Order; (ii) any Creative that does not arrive three (3) business days for any Display Campaign and ten (10) business days for any Mobile Campaign prior to the start date; (iii) the use of any Campaign that it deems, in its reasonable discretion, inappropriate or fails to comply with the Advertising Guidelines; (iv) the publication or transmittal of any copy, photograph or illustration of any kind for any reason; (v) any advertising request or any Campaign that is or can be hosted by any directly or indirectly competitive network; (vi) any Campaign which redirects traffic to a website other than the site specifically identified in the Insertion Order; or (vii) any Campaign which on its face asks consumers to take advantage of other or additional offers not specifically identified in the Insertion Order. All Campaigns are subject to capacity limitations which include software, hardware, bandwidth, inventory availability, payment terms, credit history, Creative performance, and market pricing limitations. Any Campaign rejected by Conversant may be replaced by Advertiser; provided that any such replacement material must be in writing and accompanied by appropriate material identifying the Campaign that it is to replace. Conversant shall have no liability to Advertiser for failure to place any Campaign on its or any third-party publisher’s network.
    7. Advertiser acknowledges and agrees that while Conversant will endeavor to adhere to all audience selections for a Campaign, Conversant may in its sole discretion modify and/or expand selected audiences before and during a Campaign to optimize performance.
  5. Display Advertising Campaigns.
    1. Creative for display advertising may be placed on non-mobile websites, applications, video, and /or mobile websites unless otherwise expressly designated in an Insertion Order. Advertiser acknowledges that, except as otherwise agreed in writing, Conversant will host the Campaigns and provide the tracking solution. Conversant’s tracking count shall be used for all purposes under this Service Order. Conversant shall have the right to place pixels on Advertiser’s website and/or application as may be required to measure activity, track and/or measure consumer response to a Campaign and provide estimated live statistics. The technical specifications of the tracking system and its delivery methods must be met to the reasonable satisfaction of Conversant before any advertising or ad-serving will be provided by Conversant and any data collected shall be jointly owned by Advertiser and the Conversant Companies. If Advertiser removes or manipulates the pixels at any time during a Campaign without express written permission from Conversant, Conversant may suspend performance of a Campaign.
    2. In the event that there is a shortfall in impressions or click-throughs as of a Campaign stop date, Conversant may, through comparable websites and/or applications, provide as Advertiser’s sole remedy, “make good” impressions or extend the flight date until the number of impressions or click-throughs in the Insertion Order is achieved.
    3. Where Advertiser’s tracking mechanism is also used, Advertiser shall provide a login where Conversant can retrieve real-time reporting or, at a minimum, daily and month’s end summary reports reflecting the exact number of units delivered.
    4. With respect to cost per download (“CPD”) Campaigns, Conversant may require Advertiser to install a download tracking code provided by Conversant or implement server-side download programmed by Conversant. Advertiser is solely responsible for installation and use of such downloads and may not make any modification thereon.
    5. For Campaigns utilizing video, Conversant shall have the right to place pixels on the Creative as may be required to measure the video’s activity, track and/or measure consumer response to a Campaign and provide estimated live statistics to Conversant. Conversant reserves the right to modify the video Creative provided by Advertiser solely for format or file conversion purposes without the consent of Advertiser. The video advertising formats accepted for a display Campaign are located here and for a mobile Campaign here. Conversant may place Creative on any content video that may be auto-play or consumer initiated. In the event Conversant delivers companion banners associated with a video Creative, it is value added and is not guaranteed or subject to make-goods. Payment due to Conversant for impressions is based on the consumer’s “opportunity to see” and not any specific length of time the video advertising runs
  6. Conversant Data.
    1. If Conversant agrees to place Advertiser’s or a third party’s (each such third party, an “Approved Third Party”) pixels, tags, or similar technology (the “Permitted Technology”) on Advertiser’s Creative, Advertiser 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”). Advertiser 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. Advertiser 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. Advertiser 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. Advertiser 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. Advertiser 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 Advertiser’s or the Approved Third Party’s, as applicable, information, products, or services to anyone. Advertiser understands and agrees that in the event of a breach or threatened breach of this Section 6, 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. Advertiser shall be fully liable for any acts of omissions of an Approved Third Party in violation of this Section 6.
    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 6, 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 Conversant Service Order. For the avoidance of doubt, any remedies available to Conversant pursuant to this Conversant 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.
  7. Billing and Minimum Spend.
    1. Upon approved credit, terms are net 30 from date of invoice (which may be sent by email and/or postal mail). All payments must be in the currency as invoiced. Where payment is made by credit card, Advertiser expressly agrees not to charge back any amounts and will instead follow the dispute resolution procedures as specified herein. In the event that Advertiser is more than seven (7) calendar days past due on its account, Conversant is under no obligation to perform agreed upon services until payment is received. Conversant may, in its discretion, charge the total amount then due and owing to Advertiser’s credit card account.
    2. In the event of a dispute regarding amounts due, Conversant and Advertiser will work in good faith to resolve on a mutually satisfactory amount. Upon failure of a third-party’s tracking mechanism, Advertiser agrees that Conversant’s tracking count shall be applied. Only invoices sent directly to Advertiser are to be construed as representative of billable amounts. In the event that Conversant does not receive a written notification of a disputed bill, with rationale and support therefore specifically set forth therein, within fifteen (15) days from the date of the invoice, such invoice will be deemed valid and payable and may not thereafter be disputed.
    3. Minimum Spend: Solely as it relates to this Service Order, Advertiser is obligated to spend not less than fifty thousand dollars ($50,000) within ninety (90) days of Effective Date (the “Minimum Spend Obligation”). If Advertiser does not satisfy its Minimum Spend Obligation, Advertiser will owe Conversant a fee of $5,000 for services rendered pursuant to this Service Order.
  8. Disclosure of Relationship. If it does not already, Advertiser agrees to have a clear and conspicuous link on its homepage to its privacy policy. Advertiser will clearly and conspicuously notify its Customers in its privacy policy of their ability to opt out of the sharing of Non-PII Data with Conversant, including a clear and conspicuous link that directs Customers to the Network Advertising Initiative’s (“NAI”) opt-out page located at http://www.networkadvertising.org/choices or a similar opt-out mechanism. Examples of an appropriate description of the opt-out mechanism can be found at https://www.networkadvertising.org/Service Order-examples-of-notice. If Advertiser has to make a material change to its privacy policy for this program, Advertiser shall notify individuals to whom the Offline Data relates. Advertiser is responsible for ensuring that it is in full compliance with all applicable laws and regulations regarding the posting of privacy policies and the collection, use and disclosure of the Offline Data.
  9. Social Media. If Advertiser’s ads are to be served on certain social media platforms, Advertiser: (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 Advertiser’s webpage(s) to increase end user visibility; and (c) agrees to grant Conversant access to Advertiser’s social media platform Application Programming Interface (API) account to allow Conversant to create ads and access reporting insights.
  10. Representations and Warranties. In addition to the representations and warranties detailed in the Agreement, the parties hereby represent and warrant as follows:
    1. By Advertiser. Advertiser represents and warrants that (a) the Offline Data was collected, used, and transferred in full compliance with all applicable privacy policies and notices (including Advertiser’s privacy policy and any privacy notice) and with all applicable laws, rules and regulations, including, without limitation, the Federal Trade Commission Act, the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN SPAM Act), the Health Insurance Portability and Accountability Act, and the Children’s Online Privacy Protection Act; (b) the Offline Data relates only to residents of the United States; (c) it is the owner of the Offline Data or otherwise has the right to transfer the Offline Data to the Offline Data Processor for the uses described in this Service Order; (d) the Offline Data and Advertiser’s transfer of the Offline Data to the Offline Data Processor will not infringe upon any third-party right or violate any applicable privacy policy, law, rule or regulation; (e) the Offline Data is as current, accurate and complete as reasonably possible; (f) if any Offline Data includes health information collected offline, Advertiser obtained explicit consent for the collection and use of such health information for marketing purposes; (f) it holds all necessary rights to permit the use, reproduction, distribution, transmission or display of all creative content, trademarks, service marks, name and logo, and any materials to which visitors can link through from the advertisements, or any products or services made available to visitors through the ads (“Advertiser Content”); (g) Advertiser Content will not violate any applicable laws or infringe any copyright, patent, trademark or service mark, trade secret rights or any other personal, moral, contract, property or privacy right of any third party.
    2. By Conversant. Conversant represents and warrants that it shall be responsible for the acts and omissions of Offline Data Processor as if the same were performed by Conversant hereunder.
  11. Disclaimer of Warranties. The services provided by Conversant pursuant to this Service Order and any related Insertion Order, its use and the results of such use, are provided on an “as is,” and “as available basis” and Conversant specifically disclaims any and all warranties regarding the specific performance of a campaign.
  12. Term and Termination. Either party may terminate this Service Order upon written notice only after (i) sixty (60) days from the start of the first Campaign, and (ii) the requirements of Section 7(c) are met.
  13. Notice. 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 General Counsel at 101 N. Wacker Dr., 23rd Floor, Chicago, Illinois 60606 or by email at generalcounsel@conversantmedia.com. If to Advertiser, 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.