DeepIntent Log-Level Data Terms

These DeepIntent Log-Level Data Terms (the “LLD Terms”)  shall govern your  access to and use of data from direct-to-consumer campaigns (“LLD”) provided to you under any agreement(s) between you and DeepIntent, Inc. (“Agreement(s)”, including without limitation, the Parties’ Data Use Agreement (“DUA”).  For the purposes of these LLD Terms, “We”, “our” and “DeepIntent” means DeepIntent, Inc; “you” and “your” 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. 

1. Definitions:
   
   1. “Aggregated” means data that has been grouped, collated, or organized in a high-level format such that the data cannot be attributed to, linked to, or associated with, any individual, household, or device, whether directly or indirectly. 
   2. “Approved Clean Room” means the DeepIntent Helix platform and/or any third-party clean room product(s) as mutually agreed in writing between the Parties. 
   3. “DeepIntent LLD” means all data related to, or derived from, direct-to-consumer advertising campaigns that Company (and/or its agents) creates under or otherwise in relation to the Agreements (or those of its agent), whether directly or indirectly from  DeepIntent,, including any derivatives thereof. For the avoidance of doubt, DeepIntent LLD shall be considered DeepIntent Data, as defined under the DUA, and subject to all rights and protections afforded thereto. 
   4. “Personal Information” means any information that refers to, is related to, or is associated with an identified or identifiable individual or household, or is otherwise defined as “personal information”, “personal data” or a similar term under Applicable Law. By way of example, but not limitation, Personal Information includes an individual’s name, physical address, zip code, email address, government assigned identifier, telephone number, health information, precise geolocation information, usernames and access credentials, IP address, mobile or device ID, ad IDs, other unique persistent identifiers, and cookie or SDK data. 
   5. “Process” means any operation or set of operations performed upon data, including collecting, accessing, acquiring, using, generating, tracking, processing, recording, disclosing, transmitting, destroying, retaining, or other actions that may be defined as “process”.
   6. “Tokenized Identifiers” means an obfuscated string of letters and/or numbers generated by applying any data anonymization and/or encryption measures required by either Party to applicable Personal Information to ensure such Personal Information can no longer be associated with or otherwise used to directly identify any individual, household, or device. 

2. Data. In addition to the terms set forth in Section 2 of the DUA, Company may access, receive, and Process DeepIntent LLD solely through an Approved Clean Room and Company may use such DeepIntent LLD solely for the LLD Permitted Purpose(s) and subject to the terms and restrictions outlined in these LLD Terms and the Agreement(s). Company shall at all times comply with Applicable Laws in Processing DeepIntent LLD. Any changes to the Approved Clean Room must be previously mutually agreed upon by the Parties in writing. Company shall not and shall not cause or assist any third party to alter, compromise, bypass, or undermine any templates, guidelines, policies, instructions, specifications, criteria, security controls, and other requirements set by DeepIntent in the Approved Clean Room. 

3. LLD Permitted Purposes: Company may use the DeepIntent LLD received for reporting purposes from DeepIntent or otherwise under these LLD Terms or the Agreements (“Reporting Data”), which may include impression data,  solely within the Approved Clean Room for the purposes below (the “LLD Permitted Purpose(s)”), and subject to the restrictions herein (including the Data Restrictions in Section 4): (a) to perform de-identified, Aggregated and statistical analytics on Program performance and for Program optimization (“Measurement”); and/or (b) to perform data analytics on the respective advertising campaign to assess next-best actions with Company’s engagement with Users.

4. Data Restrictions: Company agrees that it will: (a) not use DeepIntent LLD for any purpose other than the Permitted Purposes; (b) only access and use DeepIntent LLD in an Aggregated or de-identified form; (c) not un-hash, un-encrypt, or otherwise un-obfuscate, reverse engineer, or de-compile the Tokenized Identifiers for the purpose of re-identifying the represented Users; (d) not disaggregate or attempt to disaggregate DeepIntent LLD made available in an Aggregated form; (e) link and/or join the DeepIntent LLD to any other first and/or third party data without an Expert Determination (as defined in the HIPAA regulations), including making all necessary transformations to the DeepIntent LLD to conform with such Expert Determination and (f) not by itself, or otherwise enable, assist, authorize, or permit any Third Party to: (i) build profiles of users or households (whether based in part or in whole on DeepIntent LLD or otherwise in combination with other data), (ii) build or contribute to a device, user, or household graph. (iii) use, extract, or perform any analytics at an individual level, (iv) Process DeepIntent LLD for (1) monetary or other valuable consideration or (2) any other purpose other than the LLD Permitted Purpose(s), or (v) perform any queries on DeepIntent LLD that are intended to extract information about individual ad impressions, timestamps, IP addresses, or any other identifying information.   

5. Security: Notwithstanding anything to the contrary in the DUA and/or any Agreement(s) between the Parties, in the event Company suffers a Security Breach affecting DeepIntent LLD, Company must promptly notify DeepIntent in writing without undue delay regarding such Security Breach, in any event no more than twenty-four (24) hours after Company becomes aware of such Security Breach or any regulatory order or notice affecting DeepIntent LLD. 

6. Additional Representations and Warranties: In addition to any representations and warranties in the Agreement(s) between the Parties, Company further represents and warrants that:
   
   1. Company has all rights, titles, interests, and/or licenses to receive and Process the DeepIntent LLD.  Any necessary rights are granted in an agreement between Company and its third party agents.
   2. Company shall comply with its obligations related to its use of DeepIntent LLD under these LLD Terms (including, without limitation, its obligations under Section 2 (“Data”), and limit its use of DeepIntent LLD to the LLD Permitted Purposes in Section 3.
   3. Company and its Affiliates and Third Parties (including without limitation, any Third Party Approved Clean Room vendor it retains) shall Process DeepIntent LLD: (a) solely for Measurement or the LLD Permitted Purposes for which the Personal Information is made available to Company by DeepIntent; (b) as Tokenized Identifiers or otherwise in de-identified form; and (c) in compliance with Applicable Laws, including but not limited to all required privacy consents and notices that apply to such Personal Information. 
   4. Company will document the steps it takes to Process DeepIntent LLD and any Personal Information it transfers, receives, or uses under these LLD Terms and/or the Agreement(s) in compliance with the terms of these LLD Terms, the Agreement(s), and Applicable Laws, and shall provide such documentation to DeepIntent upon reasonable request and as necessary for DeepIntent to comply with its own obligations under Applicable Laws. Such documentation shall be treated in accordance with the confidentiality obligations herein. 
   5. Company shall destroy or return such DeepIntent LLD immediately upon written request by DeepIntent as required for security, legal, or any other business purposes and certify as such within seven (7) days of such DeepIntent request. 
   6. Company shall only Process DeepIntent LLD through an Approved Clean Room and shall not use any other methods or platform to Process DeepIntent LLD. 

7. Term and Termination. The term of these LLD Terms shall begin on the date in which DeepIntent first provides DeepIntent LLD to Company and continue concurrently in full force and effect until any and all Agreement(s) between the Parties expire or is otherwise terminated in accordance with the terms therein. Upon termination or as otherwise directed by DeepIntent in writing, Company shall promptly destroy or return DeepIntent LLD to DeepIntent and shall ensure that any Third Parties with whom it shares DeepIntent LLD destroys or returns the data to Company, and upon request, certify the same to DeepIntent. Any sections of these LLD Terms, which by their nature should survive expiration or termination, shall survive expiration or termination of these LLD Terms and/or the Agreement(s) between the Parties.

8. Limitations of Liability:
   
   1. IN NO EVENT SHALL DEEPINTENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF INCOME, REVENUE, PROFITS, OR GOODWILL), EVEN IF DEEPINTENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. FOR THE AVOIDANCE OF DOUBT, ANY CLAIMS ARISING UNDER OR RELATING TO COMPANY’S BREACH OF SECTION 4 OR ITS INDEMNIFICATION OBLIGATIONS IN THESE LLD TERMS SHALL NOT BE SUBJECT TO ANY LIMITATIONS OF LIABILITY IN THE DUA BETWEEN THE PARTIES. IN NO EVENT SHALL DEEPINTENT’S LIABILITY UNDER THESE LLD TERMS EXCEED ANY LIMITATIONS OF LIABILITY AGREED UPON BETWEEN THE PARTIES IN THE DUA 

9. Indemnification: In addition to any indemnification obligations in the Agreement(s), Company agrees to indemnify, defend, and hold harmless DeepIntent and its directors, officers, shareholders, employees, members, agents, and their respective successors in interest from and against any claim, action, suit, proceeding, liability, loss, damage, cost, or expense, including, without limitation, attorneys’ fees, experts’ fees and court costs, whether or not a lawsuit is brought, arising out of any third party claim related to the breach or alleged breach of Company’s obligations and/or representations and warranties under this these LLD Terms. 
10. Miscellaneous:
    
    1. These LLD Terms outline Additional Terms to the DUA, which are incorporated by reference into these LLD Terms. In the event of a conflict between these LLD Terms and the Agreement(s), these LLD Terms shall control. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement(s).
    2. These LLD Terms cannot be amended except by written instrument signed by both Parties.
    3. If any provision of these LLD Terms is unenforceable, the validity of the remaining provisions will not be affected.