Consent Management Platform Terms of Use

Last Updated: 10 August 2020

1. Agreement and parties

These terms of use (together with the documents referred to in it) (collectively the “Agreement”) sets out the terms on which you may make use of Conversant Europe Ltd’s (“we”, “our” or “us”) consent management platform (the “Epsilon CMP”) and Publisher UI. Please read the Agreement carefully before you start using the Epsilon CMP and/or accessing the Publisher UI. By using the Epsilon CMP, you are agreeing to be bound by the terms of the Agreement. If you are entering into the Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, in which case the terms “you” or “your” will refer to such entity (or, if such entity is acting as an authorised third party, then the terms “you” or “your” will refer to such entity, the authorising party(ies), or both, as applicable). If you do not agree to the Agreement, you are not permitted to use the Epsilon CMP.

2. Definitions

Capitalised terms used herein, but not defined, shall have the meanings given to them in the Policies. For the purposes of these terms:

3. Epsilon CMP

3.1. The Epsilon CMP is a transparency and consent platform that allows Publishers to collect and manage Signals. We will provide you with the CMP Tag and the Integration and Technical Guide in order to implement the Epsilon CMP.

3.2. You agree that you are solely responsible for:

3.2.1. your use of the Epsilon CMP and CMP Tag; and

3.2.2. determining whether the Epsilon CMP complies with the requirements of all Applicable Data Protection Laws.

3.3. You shall provide us with a copy of any proposed modifications, configurations or alterations to the Epsilon CMP (“Changes”) for our review. We reserve the right in our sole discretion to refuse to accept any proposed Changes, You acknowledge that (a) we shall not be responsible or liable to you or any third party for any loss or damage of any kind incurred as a result of your failure to comply with this Section 3.3; and (b) breach of this Section 3.3 by you shall be deemed to be a material breach of the Agreement. Notwithstanding the foregoing, You warrant that You are responsible for making sure that any modifications, configurations or alterations to the Epsilon CMP made by you or on your behalf, comply with all Applicable Data Protection Laws and Policies.

3.4 You acknowledge that it may be necessary for us to suspend the availability of the Epsilon CMP from time to time for inspection and/or maintenance purposes and/or for any other purposes at our convenience. If the need arises, we may, in our sole determination, suspend provision of the Epsilon CMP, or cease to provide it indefinitely, with reasonable notice to you.

4. Publisher UI

4.1. You are fully responsible for the activity on your Publisher account. You are responsible for:

4.1.1. maintaining the confidentiality of your Publisher account and password, and you agree to accept responsibility for all activities under your Publisher account or password; and

4.1.2. the accuracy of the information associated with the account.

We cannot be held responsible for any unauthorised access to your Publisher account, or for any modification, deletion or impairment affecting all or part of the information you will give us in the context of using your Publisher account. We reserve the right to, under our sole discretion, refuse service, suspend or terminate your Publisher account, or otherwise restrict access to Epsilon CMP. Breach of this Section 4 by you shall be deemed to be a material breach of the Agreement.

4.2. During the term of the Agreement (a) we shall use reasonable endeavours to provide you with access to the Publisher UI upon the terms of the Agreement; (b) you acknowledge that the information on the Publisher UI is provided for information purposes only; and (c) you shall only use the Publisher UI solely for your internal business purposes. Except as expressly provided in the Agreement you assume sole responsibility for the results obtained from your use of the Publisher UI and for any conclusions drawn from such use.

4.3. We will use all reasonable care and skill to ensure that the information contained on the Publisher UI is accurate. We give no warranties and make no representations as to the accuracy, suitability or completeness of any information on the Publisher UI and do not accept liability for any errors or omissions within it to the maximum extent permitted by law.

4.4. We will endeavour to ensure that the Publisher UI is accessible 24 hours a day but will not be liable if, for any reason‚ the Publisher UI is unavailable at any time or for any period. We will have the right to suspend access to the Publisher UI temporarily or permanently and without notice.

5. Obligations of the Parties

5.1. Our Obligations, Representations and Warranties

5.1.1. We agree, represent and warrant to you that the Epsilon CMP complies with the Policies.

5.2. Your Obligations, Representations and Warranties

5.2.1. You shall implement the Epsilon CMP in accordance with instructions set within the Policies and the Integration and Technical Guide. You further agree that you shall include a statement of your participation in the Framework and our assigned IAB Europe CMP ID that is used by our publishers.

5.2.2 You agree, represent and warrant to us that you: (a) have all rights, approvals, and consents necessary to implement the CMP Tag on webpages, apps or other digital applications; (b) will implement the CMP Tag and the Epsilon CMP only as described in the Technical and Integration and Guide, and the terms of this Agreement (c) will update the CMP Tag when we notify you of any fixes, updates and upgrades; (d) will not interfere or attempt to interfere with the operational features of the Epsilon CMP; (e) shall comply with all Applicable Data Protection Laws; (f) shall comply with the Policies, Framework Specifications, and any other policies, guidance and enforcement decisions issued from time to time by IAB Europe; (g) will not modify, reverse engineer, download, disassemble, decompile, license, or sublicense the Epsilon CMP, CMP Tag or Publisher UI to any third parties or otherwise use the Epsilon CMP, CMP Tag, Publisher UI, the Technical and Integration Guide or other corresponding instruction manuals and documentation; or any content viewable in and/or available via the Publisher UI (“Materials”), to develop or assist in developing a product or service competitive with the Epsilon CMP or Publisher UI without our prior written consent; and (h) will not (i) circumvent or disable the Publisher UI or any technology, features, or measures included in the Publisher UI for any reason, except as permitted by law; or (ii) access any content or services available via the Publisher UI that you have not registered for. .

6. Technical Support. Any technical support provided by us is given in good faith and we cannot accept liability for any data or information held on your computer, which may be lost or damaged in processes advised.

7. Intellectual property rights. All right, title, and interest, including intellectual property rights, in, arising out of or created as a result of the Epsilon CMP, CMP Tag, Publisher UI and Materials are and will remain our or our group companies’ exclusive property. Except as expressly permitted in the Agreement, you will not reproduce, modify, or prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or use the Materials.

8. Indemnity. You agree to defend, indemnify, and hold us and our group companies harmless from any judgments, damages, loss, liability, fines or costs (including reasonable legal fees) resulting from a third-party claim resulting from your breach of a term of the Agreement, or your use of the Epsilon CMP if not in compliance with the terms of the Agreement. We will have no obligation or liability hereunder where the claim results from any combination with, addition to, or modification of the Epsilon CMP. Where pursuant to Article 82(4) of the GDPR, we are found to be liable for the entire damage arising from a breach or breaches of the GDPR relating to activities under the Agreement, in order to ensure effective compensation of a one or more individuals, then you shall indemnify us for all claims, demands, loss, damage or expense (including reasonable legal fees) relating to any breaches of GDPR for which you are wholly or partly responsible. All compensation paid to a data subject pursuant to Article 82(4) of the GDPR by us which is wholly or partly attributable to GDPR breaches by you shall be repaid pursuant to this indemnity and Article 82(5) immediately on receipt of a written request from us pursuant to this Section 8.

9. Warranty Disclaimer. The Epsilon CMP, Publisher UI and Materials are provided “as is,” without warranty or condition of any kind, either express or implied. Without limiting the foregoing, we explicitly disclaim any warranties of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement. We assume no liability on behalf of you, any of your Vendors, or any other entities for acting or not acting on Signals, or if you or any of your Vendors or any other entities bypass or otherwise interfere with the technical restrictions included in the Epsilon CMP as provided by us. We make no warranty that the Epsilon CMP, Publisher UI and/or CMP Tag, will (a) be available on an uninterrupted, secure, or error-free basis, (b) not cause any latency or processing delays or (c) meets any legal requirements around consent or data protection. We assume no liability for your reliance on the Epsilon CMP and/or Publisher UI. The foregoing exclusions and disclaimers are an essential part of the Agreement and formed a basis for enabling us to offer the Epsilon CMP to you. Some jurisdictions do not allow exclusion of certain warranties so this disclaimer may not apply to you in full.

10. Suspension and Termination

10.1. In the event we reasonably believe that you are not in compliance with the Framework Specifications, Policies and/or this Agreement, we may suspend the Epsilon CMP and/or access to the Publisher UI until this matter is considered resolved by us.

10.2. Unless otherwise terminated as set forth herein, the Agreement will remain in full force and effect while you use the Epsilon CMP. You may terminate the Agreement by removing the CMP Tag from your webpages or apps, as applicable, or notifying us of your termination of the Agreement at any time in writing. We may terminate access to the Epsilon CMP, the Publisher UI or terminate the Agreement at any time, for any reason or no reason and without any liability to you. We will not be liable to you or any third party for termination of the Agreement. Upon termination of the Agreement, you shall remove the CMP Tag from you4r website(s).

10.3. Sections 7 to 10 and 12 to 16 will survive termination together with any other provisions which expressly or impliedly continue to have effect.

11. Modification of the Agreement. We reserve the right, in its sole discretion, to modify or discontinue the Epsilon CMP without notice. We may also modify the Agreement from time to time. If the modified Agreement is not acceptable to you, you may terminate the Agreement within 30 days by following the procedure in Section 10. Use of the Epsilon CMP, after 30 days, will constitute your acceptance thereof.

12. Limitation on Liability

12.1 Subject to Section 12.3, our total liability to you for any loss suffered (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) whatsoever in connection with the Epsilon CMP, Publisher UI and/or the Materials shall be an aggregate sum not to exceed £50.00 (GPB).

12.2. Subject to clause 12.3, we shall not be liable to you or any third party for any: (a) any loss of profit, sales, revenue, or business; (b) loss of anticipated savings; (c) loss of or damage to goodwill; (d) loss of agreements or contracts; (e) loss of use or corruption of software, data or information; (f) any loss (i) due to the Epsilon CMP being unavailable or suspended in accordance with the Agreement; and (ii) arising out of the lawful termination of the Agreement, in each of the foregoing whether direct or indirect; (g) for any special, incidental or consequential loss or damage howsoever arising in respect of the Agreement, whether or not such loss is foreseeable, foreseen or known.

12.3. Notwithstanding any other term within these terms of use, nothing is intended to exclude or limit any liability for death or personal injury arising from negligence, nor our liability for fraudulent misrepresentation nor any other liability which cannot be excluded or limited under applicable law.

12.4. We accept no responsibility for (a) the manner in which you use the Epsilon CMP and/or the Publisher UI or for the output from the Epsilon CMP and/or the Publisher UI; and (b) any decisions independently made by you resulting from the use of the Epsilon CMP and or the Publisher UI.

12.5. The limitations sent out in this Section 12 form the basis for enabling us to offer the Epsilon CMP and Publisher UI to you.

13. Notice. Except as otherwise provided herein, all notices relating to the Agreement shall be sent to:

13.1. Us: in writing by post, to Legal Department, Conversant Europe Ltd, 1st Floor 2 Television Centre 101 Wood Lane London W12 7FR, United Kingdom with a copy by email to: CNVR_Legal_EU@conversantmedia.com; and

13.2. You: in writing by post at your registered office.

14. Miscellaneous. The Agreement constitutes the entire Agreement between the parties with respect to the Epsilon CMP and supersedes all previous and contemporaneous agreements, proposals, and communications, written or oral between us and you with respect thereto. Any waiver by either party of any violation of the Agreement will not be deemed to waive any further or future violation of the same or any other provision. If any parts or provisions of the Agreement are held to be unenforceable, then you and us agree that such parts or provisions will be given maximum permissible force and effect and the remainder of the Agreement will be fully enforceable. The parties agree that there are no third party beneficiaries of any promises, obligations or representations made by us.

15. Assignment and Subcontracting

15.1. We may assign the Agreement to any third party without your consent.

15.2. You shall not assign or subcontract or deal in any other manner with any of your rights and obligations under the Agreement.

16. Jurisdiction and applicable law

16.1. The English courts will have exclusive jurisdiction over any claim arising from, or related to, the Epsilon CMP, CMP Tag, Publisher UI and/or the Materials (although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country).

16.2. These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.