Vintel A.I. Data Services Agreement ยท Last updated: 2025
"Authorized Applications" means the uses of the Available Data and Available Segments as expressly permitted within the most current Data Catalog and/or any amendment to this Agreement. Authorized Applications vary on an Available Segment basis and may include, but not be limited to, types of marketing services and related marketing campaigns, campaign analytics, analytics and measurement products and services, and audience targeting.
"Available Data" means the aggregate collection or specific groupings (as applicable) of Available Segments and/or other information contained within the Data Catalog, the use of which is governed by this Agreement.
"Available Segments" means the specific Available Data elements, each as tied to Vintel A.I. cookies, tags, mobile and/or device IDs, HEMs or other mutually agreed user designation, which may be used for the designated Authorized Applications.
"Company Data" means data transmitted by Company via the Vintel A.I. super pixel to the Platform for the usage of its functionalities, and the Services. The data set may include the following data attributes: online identifiers (such as advertising ID or cookie ID), offline identifiers (such as email address or phone number), consent preferences, browsing data, interest data, or sociodemographic data.
"Company IDs" means Company's cookie, mobile and/or device IDs, or other mutually agreed means of designating users.
"Company Marks" means Company's name and/or logo.
"Confidential Information" means all information that one party discloses to the other that is marked confidential or would normally be considered confidential information under the circumstances. This includes, but is not limited to, the Data Catalog, Available Data, Company IDs, Vintel A.I. IDs, marketing plans, proposals, pricing information, books and records of usage, any other proprietary information of the disclosing party, and the terms of this Agreement. Confidential Information does not include information that is independently developed by the recipient, is rightfully disclosed to the recipient by a third party without confidentiality obligations, or becomes public through no act or omission of the recipient.
"Custom Data" means custom data segments created by the use and/or enrichment of Company Data of or with the Available Data via the Platform.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
"Security Program" means an information security program that has administrative, technical and physical safeguards appropriate for the company's size and complexity, the nature and scope of its activities, and the sensitivity of the information received from the other party and that is sufficient to protect any Confidential Information disclosed by the other party.
"Services" means those certain data and identity services identified and set forth in a Service Order issued subject to the terms and conditions of this Agreement.
Vintel A.I. grants Company a limited, non-exclusive, non-transferable, revocable license to access and use the Available Data solely for the Authorized Applications during the term of this Agreement. All rights not expressly granted herein are reserved by Vintel A.I.
The Parties acknowledge and agree that: (i) the state of the Law with respect to behavioral advertising, contextual advertising, cookies, personally identifiable information, cross-device targeting, and informational privacy is evolving; and (ii) subsequent to the Effective Date, new Laws or changes to existing applicable federal, state, and local Laws, rules, and regulations, and/or changes to the Digital Advertising Alliance ("DAA") Interactive Advertising Bureau ("IAB") and Network Advertising Initiative ("NAI") Self-Regulatory Principles (each, a "Change in Law") may hold that the collection and use of data and cookies, or other activities as contemplated under this Agreement and/or Service Order are no longer permissible. If, in Vintel A.I.'s judgment, any Change in Law prohibits the delivery or use of any Available Data, Vintel A.I. may terminate this Agreement immediately or upon the effective date of the legislation or regulations and Company shall immediately discontinue using all such Available Data.
Upon the termination of this Agreement for any reason, each receiving Party shall destroy all Confidential Information (including complete deletion and the rendering as inaccessible of all Available Data) of the disclosing Party and any copies thereof and certify in a writing to be delivered to the disclosing Party within thirty (30) days thereafter that it has fully complied with the requirements of this Section. Notwithstanding the foregoing, a party may maintain one (1) copy of any Confidential Information solely for legal, regulatory, compliance and archival purposes only and not for any commercial purpose. Upon termination, Company shall promptly pay to Vintel A.I. any outstanding fees owed.
Vintel A.I. will make available to Company the Data Catalog, and such Data Catalog shall be incorporated into this Agreement. On a case-by-case basis, Custom Data may be provided to Company, and such information shall be considered within scope of the Data Catalog.
Company agrees to obtain and utilize the most recent Data Catalog. In its sole discretion, Vintel A.I. may change any Available Data at any time, may choose to prevent distribution of Available Data, and may request that Company destroy and/or immediately discontinue any and all use and access to any Available Data (including Custom Data) at any time. Where Available Data is being used for an active campaign, all reasonable commercial efforts will be made to continue to support Company's needs through the end of the applicable campaign.
Any use of any Available Data not expressly set forth in the Data Catalog or this Agreement is prohibited. Without limiting the foregoing, Company shall not: (a) resell, sublicense, transfer, or otherwise make Available Data available to any third party except as expressly permitted; (b) use Available Data to build or train machine learning models without prior written consent; (c) combine Available Data with other data in a manner that creates a privacy risk; (d) use Available Data in any manner that violates applicable Law.
Each Party represents and warrants that: (a) it has the full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation of such Party; (c) it will comply with all applicable Laws in connection with its performance under this Agreement; and (d) it will maintain a Security Program throughout the term of this Agreement.
Company additionally represents and warrants that: (a) it has obtained all necessary consents and permissions required to share Company Data with Vintel A.I.; (b) the use of Company Data as contemplated by this Agreement does not violate any applicable Law or any third-party rights; and (c) it will use Available Data only for Authorized Applications.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY COMPANY TO VINTEL A.I. DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, and successors (the "Indemnified Party") from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Indemnifying Party's breach of any representation, warranty, or obligation under this Agreement; (b) the Indemnifying Party's violation of any applicable Law; or (c) the Indemnifying Party's negligence or willful misconduct.
Each Party agrees to keep confidential all Confidential Information of the other Party and to use such Confidential Information only for the purposes of this Agreement. Each Party agrees to protect the other Party's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Each Party agrees not to disclose the other Party's Confidential Information to any third party without the prior written consent of the disclosing Party, except to its employees, contractors, and agents who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein.
This Agreement shall commence on the Effective Date and shall continue for the initial term specified in the applicable Service Order, unless earlier terminated. Either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either Party may seek injunctive or other equitable relief in any court of competent jurisdiction.
Entire Agreement: This Agreement, together with any applicable Service Orders and the Data Catalog, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.
Amendments: This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties.
Waiver: The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of that Party's right to enforce such provision in the future.
Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
Assignment: Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Notices: All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified mail to the addresses set forth in the applicable Service Order.
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