Licensed Data Terms and Conditions

The following terms and conditions apply to the Licensed Data as defined in the Statement of Work.

1. Nondisclosure; Permitted Service Providers. Other than disclosure to a Permitted Service Provider to whom disclosure is necessary in order for Client to exercise its rights with respect to the Licensed Data hereunder, Client agrees not to disclose all or any portion of the Licensed Data in any form whatsoever . Permitted Service Provider means (a) any Competitor of Epsilon (as defined below) who executes Epsilons standard data processor agreement for Clients engagement with such Competitor of Epsilon; or (b) if the third party is not a Competitor of Epsilon, any service provider with whom Client executes a written agreement that: (i) requires the service provider to hold the Licensed Data in confidence; (ii) only permits the service provider to use the Licensed Data to perform services on Clients behalf; and (iii) includes a right for Client to audit the service providers use of the Licensed Data, and Client will conduct such an audit upon Epsilons reasonable request (but no more than once every twelve (12) months unless Epsilon has reason to suspect the Licensed Data has been used contrary to this SOW) and provide the results of such audit to Epsilon. Client is fully responsible to Epsilon for the acts and omissions of its contractors and agents, including, without limitation, its Permitted Service Providers. For clarity, Client may not sublicense the data to any Permitted Service Provider and Permitted Service Providers may use Licensed Data only to provide services to Client and for no other purpose.
2. Restrictions by Epsilon and Third Parties; Equitable Adjustment. Epsilon may, at any time, impose restrictions on the use of Licensed Data (a) to the extent they are imposed on Epsilon by third parties, or (b) to properly manage the integrity of the Licensed Data and/or its use in light of issues concerning privacy, confidentiality, and other issues to which consumers may be sensitive.
3. Compliance with Laws. Client represents and warrants that the Licensed Data will be used by Client in accordance with all applicable laws, rules, and regulations, as well as relevant self-regulatory guidelines and principles, including without limitation the Data & Marketing Associations guidelines and the principles promulgated by the Digital Advertising Alliance (as applicable). All solicitation/ad copy prepared in connection with the Licensed Data will be devoid of any references to selection criteria or presumed knowledge concerning the intended recipient of such solicitation derived from the Licensed Data
4. Source Code/Segregated Data. Client will appropriately source code or segregate the Licensed Data to ensure that: (a) use of the Licensed Data is consistent with this SOW and can be verified; and (b) the Licensed Data can be returned or destroyed upon the expiration or termination of this SOW
5. Clearance. Client will retain a copy of the non-customized template of each mail/email/advertising piece and telemarketing script used in connection with the Licensed Data for at least 12 months after the applicable mail drop date, email or advertisement deployment date, or telemarketing script use (Advertising Content). Upon request from Epsilon within such 12-month period, Client must promptly deliver the requested copy of Advertising Content to Epsilon, and Epsilon may provide such copy to its third-party licensor(s) provided such third-party licensor executes a confidentiality agreement reasonably acceptable to Client. Client may not make material changes to the Advertising Content without resubmitting to Epsilon for further review.
6. Disclosure of Source. Neither Epsilon nor its vendors may be advertised, referenced directly or indirectly, or otherwise disclosed to any third party as the source of the Licensed Data unless Client first obtains the express, written permission of Epsilon. This restriction will not prevent Client from responding to (a) inquiries from individuals who are the subject of individual records within the Licensed Data, or (b) a subpoena or other specific order of a court of appropriate jurisdiction. In the latter event, Client will provide written notice to Epsilon prior to such disclosure.
7. Audit. Client will maintain business and financial records for a continuing (rolling) period of three years. Such records will contain information sufficient to (a) verify the completeness and accuracy of payments made in connection with the Licensed Data, and (b) verify that the use of Licensed Data complies with this SOW. Client will permit Epsilon or its representatives and agents to conduct periodic inspections, reviews, and/or audits (Audits) of such records but no more than once every twelve (12) months unless Epsilon has reason to suspect the Licensed Data has been used contrary to this SOW. Such Audits will be conducted during Clients normal business hours with reasonable advance notice. Epsilon will pay for the cost of the Audit unless Epsilon reasonably determines from the Audit that Client has breached a material provision of this SOW, in which case Client will be solely responsible for the reasonable cost of the Audit and any additional amounts owed as determined by the Audit.
8. Competitors of Epsilon. Client agrees that it will not provide to or perform for any Competitor of Epsilon (with the exception of a Competitor of Epsilon acting in the capacity of a Permitted Service Provider) (a) any Licensed Data or any services which make use of the Licensed Data or disclose any of the Licensed Data in any manner, or (b) any list based upon, derived from, or enhanced with the Licensed Data. For purposes of this SOW, Competitor of Epsilon means the following parties and any other party that is, at the time in question, an affiliate of such party:

Epsilon may update the foregoing list by providing written notice to Client. Notwithstanding anything to the contrary herein, in the event Client has existing agreements in place with a Competitor of Epsilon, including any Competitor included in an update to the foregoing list, Client will not be required to renegotiate such agreements; provided, however, Client agrees that if the opportunity to renegotiate presents itself , Client will negotiate in good faith to ensure such agreement complies with these terms and conditions.