EPSILON FULL PLATFORM SERVICE ORDER
THIS FULL PLATFORM SERVICE ORDER (this “Full Platform Service Order”) is between the applicable Conversant or Epsilon legal entity specified in the Insertion Order (“Conversant” or “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 Connect means the data environment operated by Epsilon that renders Offline Data pseudonymous.
Agreement means this (i) Full Platform Service Order, the GSA, located at https://legal.epsilon.com/eu/gsa or the then-current URL (as determined by Epsilon) 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.
Customers means individuals who have had offline interactions, or otherwise completed purchases (whether in-store, by phone or by any other offline means) with Marketing Partner.
Data for the purposes of the GSA, means Offline Data and Online Data.
Metrics Data means 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 Visitor’s browser and/or device, information about the Visitor’s 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 Purposes includes, unless otherwise specified in the IO: purpose 7, measuring ad performance; as more particularly described in the TCF policies.
Online Data means in relation to Visitors to Marketing Partner’s digital properties device identifiers, advertising IDs, cookie IDs, IP-addresses, hashed email addresses, non-precise geolocation, date and time, information about the Visitor’s browser and/or device, information about the Visitor’s 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 Data means 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 Purposes includes, in respect of Data, unless otherwise specified in the IO: (i) store and/or access information on a device; (ii) use limited data to select advertising; (iii) create profiles for personalised advertising; (iv) use profiles to select personal data advertising; (v) create profiles to personalise content; (vi) use profiles to select personalised content; (vii), measure advertising performance; (viii) measures content performance; (ix) understand audiences through statistics or combinations or data from different sources; (x) develop and improve services; (xi) use limited data to select content; (xii) ensure security, prevent and detect fraud, and fix errors; (xiii) deliver and present advertising; and (xiv) save and communicate privacy choices; in each case as more particularly described in the TCF policies.
Pseudonymous Data means (a) Online Data; and (b) Offline Data which has been pseudonymised by Epsilon via Agility Connect.
Services means 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.
TCF means the Interactive Advertising Bureau's Transparency and Consent Framework.
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 Partner’s 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-party’s tracking mechanism, Marketing Partner accepts Epsilon’s 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 to sign this Full Platform Service Order and shall be in effect for ninety (90) days from the start of the first campaign as detailed in an IO. 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 Section 3. Upon termination of this Full Platform Service Order Marketing Partner shall remove all Device Tracking Technologies on Marketing Partner’s 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 Partner’s 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, Marketing Partner will deliver the Offline Data, using commercially reasonable encryption measures, to Epsilon via Agility Connect in intervals agreed between the Parties. Epsilon shall upon receipt convert the Offline Data to Pseudonymous Data via Agility Connect for use for the Permitted Purposes. Marketing Partner warrants that the Offline Data shall not contain: (a) credit card or other financial account information; (b) National Insurance Numbers (or equivalent); (c) driver’s license numbers; (iv) EU ID card numbers; (d) any Special Categories of Personal Data; or (e) any Personal Data relating to Data Subjects under the age of 16. 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. INDUSTRY COMMITMENTS
6.1. Marketing Partner acknowledges that Ads will include the AdChoice Icon that displays enhanced notice and choice in order for Epsilon to comply with the European Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioural Advertising found at https://edaa.eu/what-we-do/european-principles/
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 the European Interactive Digital Advertising Alliance’s opt-out page.
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 Party; (2) it shall be solely responsible for satisfying a lawful basis to process any data (including Personal Data) collected by the Approved Third Party’s 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 is not acquiring any right, title or interest in respect of Marketing Partner’s Intellectual Property Rights other than the limited right to use it or them for the provision of Services. All goodwill attached to Marketing Partner’s Intellectual Property Rights is and shall remain vested in Marketing Partner. All goodwill attached to Marketing Partner’s 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 Partner’s Intellectual Property Rights for the provision of the Services.
9.2. If Marketing Partner’s 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, 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) authorises Epsilon to drop secure Social Media Platform Device Tracking Technologies on Marketing Partner’s webpage(s) to increase end user visibility; and (c) agrees to grant Epsilon access to Marketing Partner’s Social Media Platform Application Programming Interface (API) account to allow Epsilon to create Ads and access reporting insights.
10. MARKETING PARTNER’S 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 Customer’s 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 to Epsilon:
To the address specified on the IOs
With a copy to: CNVR_Legal_EU@conversantmedia.com
If to Marketing Partner:
To the address specified on the IOs