EPSILON FULL PLATFORM SERVICE ORDER
THIS FULL PLATFORM SERVICE ORDER (this Full Platform Service Order) is between the applicable Epsilon legal entity specified in the Insertion Order (Epsilon) and the applicable Marketing Partner legal entity signing the IO, for the provision of the Services (as defined below), each a "Party" and, together, the "Parties".
1.DEFINITIONS.
Capitalised terms used in this Full Platform Service Order not otherwise defined herein shall have the meaning as defined in the GSA:
Agility Connectmeans the data environment operated by Epsilon that renders Offline Data pseudonymous.
Agreementmeans this (i) Full Platform Service Order, the GSA, located athttps://legal.epsilon.com/apac/gsa-india and applicable IO(s); and (ii) any documents referred to or incorporated by reference into this Full Platform Service Order, the GSA or any applicable IO(s) by reference.
Customersmeans individuals who have had offline interactions, or otherwise completed purchases (whether in-store, by phone or by any other offline means) with Marketing Partner.
Datafor the purposes of the GSA, means Offline Data and Online Data.
Metrics Datameans in respect of Visitors to third party digital properties on which Epsilon serves Ads: device identifiers, cookie IDs, non-precise geolocation, date and time, information about the Visitors browser and/or device, information about the Visitors browsing behavior such as the digital property and/or content that the Visitor engages with or the nature of transactions that the Visitor has made, as well as relating customer, transaction and order IDs and/or any other information as specified in the IO.
Metrics Permitted Purposesincludes, unless otherwise specified in the IO measuring ad performance.
Online Datameans in relation to Visitors to Marketing Partners digital properties device identifiers, advertising IDs, cookie IDs, IP-addresses, hashed email addresses, non-precise geolocation, date and time, information about the Visitors browser and/or device, information about the Visitors browsing behavior such as the digital property and/or content that the Visitor engages with or the nature of transactions that the Visitor has made, as well as relating customer, transaction and order IDs and/or any other information as specified in the IO.
Offline Datameans data relating to Customers including name, address, email address, phone number, gender, device ID, and records of interactions and/or purchases with Marketing Partner whether made in-store, by phone or by any other offline means as well as relating customer, transaction and order IDs, and/or any other information as specific in the IO.
Permitted Purposesincludes, in respect of Data, unless otherwise specified in the IO: (a) storing and/or access information on a device; (b) selecting basic ads; (c) creating a personalised ads profile; (d) selecting personalised ads; (e) creating a personalised content profile; (f) selecting personalised content; (g) measuring ad performance; (h) applying market research to generate audience insights; (i) developing and improving products; (j) ensuring security, preventing fraud and debugging; and (12) technically delivering ads or content.
Pseudonymous Datameans (a) Online Data; and (b) Offline Data which has been pseudonymised by Epsilon via Agility Connect.
Servicesmeans the digital advertising services provided by Epsilon to Marketing Partner in connection with which Epsilon serves Ads on third party properties on behalf of Marketing Partner and reports to Marketing Partner on the performance of such Ads. Such services are more particularly described in Section 7 of this Full Platform Service Order and the Insertion Order.
2.AGREEMENT
2.1. The Agreement shall govern and define Epsilon's and Marketing Partner's obligations with respect to provision of the Services.
2.2. Epsilon reserves the right, at its discretion, to modify, add, or remove any of the terms of this Full Platform Service Order, at any time. by posting a revised Full Platform Service Order on its website for at least 14 days before they become effective. Marketing Partners continued use of the Services after the effective date of such change shall be deemed acceptance by the Marketing Partner of the revised Full Platform Service Order.
3.INVOICING AND PAYMENT
3.1. Marketing Partner agrees to pay all fees and charges attributable to an IO at the rates set out in such IO. Marketing Partner will be invoiced on a monthly basis and are payable 30 days from date of invoice. All payments must be in the currency as invoiced. Accounts unpaid thirty (30) days after the due date of any invoice may have the Services 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.
3.2. If Epsilon does not receive a written notification (including supporting evidence) of a disputed invoice, within fifteen (15) days from the date of the invoice, such invoice will be deemed valid and payable and may not thereafter be disputed. In the event of a dispute regarding amounts due, Epsilon and Marketing Partner will work in good faith to resolve this dispute. Upon failure of a third-partys tracking mechanism, Marketing Partner accepts Epsilons tracking count for the purpose of calculating the amount owed under an Insertion Order. Only invoices sent directly to Marketing Partner are to be construed as representative of billable amounts.
4.TERM AND TERMINATION
This Full Platform Service Order is effective as of the date of the last Party signs the IO and shall be in effect until all Service Orders and IOs have expired or are terminated. Thereafter, either Party may terminate this Full Platform Service Order for any reason following thirty (30) days written notice provided there is no IO in existence. Epsilon may also terminate this Full Platform Service Order at any time in accordance with this Section. Upon termination of this Full Platform Service Order Marketing Partner shall immediately remove all Device Tracking Technologies on Marketing Partners digital properties such as websites, apps, e-mails, other promotional materials and elsewhere.
5.INTEGRATION AND DELIVERY
For the purposes of delivery of the Services, the Parties will work together to integrate Epsilon Device Tracking Technologies on Marketing Partners digital properties as agreed between the Parties to enable Epsilon to collect and Process Online Data about Visitors for the Permitted Purposes. Marketing Partner will ensure that its integration of the Epsilon Device Tracking Technologies on its digital properties does not result in the collection of any directly identifiable Personal Data and meets the reasonable satisfaction of Epsilon. In addition, where Marketing Partner delivers Offline Data to Epsilon via Agility Connect in intervals agreed between the Parties, Marketing Partner will use commercially reasonable encryption measures. Epsilon shall upon receipt convert such Offline Data to Pseudonymous Data via Agility Connect for use for the Permitted Purposes. Marketing Partner warrants that such Offline Data shall not contain: (a) credit card or other financial account information; (b) government-issued identification numbers; (c) any Special Categories of Personal Data; or (d) any Personal Data relating to Data Subjects that have not reached the age of majority in the applicable territory. Marketing Partner will notify Epsilon via Agility Connect as soon as reasonably practicable and, in any event, at least within 2 weeks from, if a Customer opts out of sharing its Offline Data with Epsilon and Epsilon shall no longer issue Ads to that Customer based on such Offline Data.
6.OPT-OUT FOR ONLINE BEHAVIOURAL ADVERTISING
6.1. Marketing Partner acknowledges that Ads will include the AdChoices icon that displays notice and a tool for choice in order for Epsilon to give Customers and Visitors the right to opt-out of receiving online behavioural advertising (whether from Marketing Partner or otherwise) served by Epsilon. .
6.2. Without prejudice to the representations, warranties and obligations set out in the GSA, Marketing Partner represents and warrants to have a clear and conspicuous link on all applicable digital properties to its privacy policy, and such privacy policy shall include a link directing Visitors to https://legal.epsilon.com/apac/privacy-policy.
7.SERVICES
7.1. In connection with its provision of the Services, Epsilon shall: (a) use the Pseudonymous Data for the Permitted Purposes; and (b) disclose to Marketing Partner, certain Metrics Data for use by Marketing Partner for the applicable Metrics Permitted Purposes.
7.2. Upon request Epsilon may provide Epsilon Creative Services to Marketing Partner, subject to the Parties agreeing the fees payable for such services and such Epsilon Creative shall be subject to the mutual, written (email acceptable) approval of Epsilon and Marketing Partner.
8.ATTRIBUTION DATA
8.1 Upon request of Marketing Partner, if Epsilon agrees, in its sole discretion, to place Marketing Partner's or a third party's (each such third party an "Approved Third Party") Device Tracking Technologies in Ads, Marketing Partner acknowledges and agrees that: (1) it shall be solely responsible for the Approved Third Partys Processing activities; (2) it shall be solely responsible for satisfying a lawful basis in the applicable territory to Process any data (including Personal Data) collected by the Approved Third Partys Device Tracking Technologies (the "Attribution Data") for the permitted uses listed below; (3) it shall use the Attribution Data and shall contractually require any Approved Third Party to use the Attribution Data, solely for the applicable permitted uses: (a) attribution analysis, (b) click and impression tracking; (c) campaign measurement; (d) customisation of creatives; and/or (e) any other purpose approved in writing by Epsilon. For the avoidance of doubt, Attribution Data cannot be used by Marketing Partner, any Approved Third Party and/or any other third party for any other purposes including but not limited to retargeting or audience creation.
8.2 Notwithstanding any contrary provision in the Agreement, the Marketing Partner shall and shall procure that Approved Third Party complies with the obligations set out in Section 8.1, and shall indemnify Epsilon, its affiliates and their respective employees, officers, directors (each an Indemnitee) against all liabilities, damages, costs, expenses, actions, proceedings, judgments, fines, penalties, settlement costs, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by an Indemnitee arising out of or in connection any breach and/or omission by Marketing Partner and/or Approved Third Party which violates Section 8.1 of this this Full Platform Service Order.
9.ADVERTISING/DESIGN CONTENT
9.1. Epsilon shall not, via the Agreement, acquire any right, title or interest in respect of Marketing Partners Intellectual Property Rights other than the limited right to use it or them for the provision of Services. All goodwill attached to Marketing Partners Intellectual Property Rights is and shall remain vested in Marketing Partner. All goodwill attached to Marketing Partners Intellectual Property Rights is and shall remain vested in Marketing Partner. Marketing Partner grants Epsilon a non-exclusive, revocable and royalty-free license to use, execute and copy Marketing Partners Intellectual Property Rights for the provision of the Services.
9.2. If Marketing Partners Ads are to be served on certain social media platforms (each, a Social Media Platform), Marketing Partner: (a) authorises Epsilon to grant the Social Media Platform(s) a worldwide, non-exclusive, non-transferable, 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) authorises Epsilon to drop secure Social Media Platform Device Tracking Technologies on Marketing Partners webpage(s) to increase end-user visibility; and (c) agrees to grant Epsilon access to Marketing Partners Social Media Platform Application Programming Interface (API) account to allow Epsilon to create Ads and access reporting insights.
10.MARKETING PARTNERS REPRESENTATIONS AND WARRANTIES
Without prejudice to the representations, warranties or obligations set out in the GSA, Marketing Partner represents and warrants that Epsilon is permitted by Marketing Partner to use the Pseudonymous Data (whether collected using Device Tracking Technologies on Customers digital properties or received through the conversion of Offline Data to Pseudonymous Data) as set out in the Agreement.
11.NOTICES
Any required notice will be in writing and addressed to the relevant Party at its address below by overnight, second day, or certified mail, and will be deemed received upon actual receipt.
If toEpsilon:
To the address specified on the IOs
With a copy to: sumanar.rao@epsilon.com
If to Marketing Partner:
To the address specified on the IOs