As used herein, the following terms shall have the following meanings. Capitalized terms not defined herein shall have the meanings set forth in the Terms.
“Children’s Data” “Children’s Data” means any data related to individuals under eighteen (18) years of age subject to regulation under Applicable Laws, including but not limited to the Children’s Online Privacy Protection Act of 1998 (“COPPA”), the UK Age-Appropriate Design Code, the California Age-Appropriate Design Code Act, or similar legislation.
"CMP" means a consent management platform integrated with the GPP.
“Global Privacy Platform” or “GPP” means the IAB’s industry framework for the sharing of consent, opt-out or other Consumer flags or signals, including as made available by the IAB in Europe (“TCF”), the United States, Canada, and any other applicable territory, with technical specifications currently available at https://github.com/InteractiveAdvertisingBureau/Global-Privacy-Platform.
“HIPAA” means the Health Insurance Portability and Accountability Act, as amended, and implementing regulations and guidance related thereto, including without limitation the December 1, 2022 advisory issued by the Office of Civil Rights on the Use of Online Tracking Technologies by HIPAA Covered Entities and Business Associates available at https://www.hhs.gov/hipaa/for-professionals/privacy/guidance/hipaa-online-tracking/index.html.
“Personal Health Information” or “PHI” has the meaning ascribed to under HIPAA.
“Precise Location Data” has the meaning set forth in Applicable Laws and where not defined under Applicable Laws, as defined by the NAI Guidance on Determining Whether Location is Imprecise, as updated from time to time and currently available at: https://thenai.org/wp-content/uploads/2021/07/nai_impreciselocation2.pdf.
“Sensitive Personal Data” means any data or information related to a Consumer defined as “sensitive personal data,” “sensitive personal information,” “special categories of data” or equivalents under Applicable Laws. For purposes of this Schedule, “Sensitive Personal Data” also means Children’s Data, PHI, and Precise Location Data.
“Sensitive Personal Data Inferences” means inferences based on Personal Data, alone or in combination with other data, which are used to indicate Sensitive Personal Data.
“Specific Consent” means the Consumer permissions required under Applicable Laws for processing Sensitive Personal Data for the Permitted Uses and purposes specified in the Agreement, including without limitation a clear, affirmative act signifying Consumer’s freely given, specific, informed, and unambiguous agreement to the processing of Sensitive Personal Data for such Permitted Uses and purposes.
“Tracking Point” means Semasio’s proprietary pixel.
To the extent an Order Form provides for the creation of Contextual Segments or CAX Contextual Segments, the Parties agree that Company shall be permitted to use the Platform for the following Permitted Uses:
To upload the Company Data to the Platform, including via an API (if specified in an Order Form); and
To the extent Company’s use of the Platform is self-service (as specified in an Order Form), to use the Platform to (i) create, manage, and analyze Contextual Segments and/or CAX Contextual Segments utilizing the Company Data and any Semasio Data licensed to Company pursuant to the Order Form, (ii) distribute such Contextual Segments or CAX Contextual Segments to Company’s Designated Third Party Platforms (each as set forth in the Order Form) for use by Company to purchase and place advertising for itself and/or the Company Clients.
To the extent an Order Form provides for the creation of Contextual Segments or CAX Contextual Segments, the Parties agree that Semasio shall provide Company with the following Services:
The ability to upload the Company Data to the Platform, including via an API (if specified in an Order Form); and
To the extent Company’s use of the Platform is on a managed-Service basis (as specified in an Order Form), Semasio shall (i) create, manage, and analyze Contextual Segments and/or CAX Contextual Segments utilizing the Company Data and any Semasio Data licensed to Company pursuant to the Order Form, and (ii) distribute such Contextual Segments or CAX Contextual Segments to Company’s Designated Third Party Platforms (each as set forth in the Order Form) for use by Company to purchase and place advertising for itself and/or the Company Clients.
Semasio may use all Company Data to perform its obligations and exercise its rights pursuant to the Terms and each Order Form entered into between the Parties, all of which shall be deemed Permitted Uses. In addition, to the extent an Order Form provides for Semasio’s use of the Contextual Segments and/or CAX Contextual Segments developed using the Platform and Company Data, the Parties agree that, subject to the payment of any applicable fees set forth in an Order Form, Semasio shall be permitted to distribute such Contextual Segments or CAX Contextual Segments to Semasio’s Designated Third Party Platforms (each as set forth in the Order Form) for use by Semasio on a world-wide basis to purchase and place advertising for itself and/or other Semasio clients and customers. In connection with the foregoing, Semasio’s Affiliates shall have the right to use the Contextual Segments or CAX Contextual Segments for the same purposes as Semasio hereunder.
In connection with the Services under this Schedule, Company represents and warrants that it will not use the Semasio Data to create any Sensitive Personal Data Inferences in creating or authorizing the creation of CAX Contextual Segments.
Company represents and warrants:
it has all necessary legal rights and consents in compliance with Applicable Laws to provide the Company Data to Semasio for the Permitted Uses, CAX Contextual Segment Creation Purposes, and other authorized purposes as defined in Annex A to the DPA;
it will not use any Personal Data in connection with the Services under this Schedule for any purpose other than the Permitted Uses, CAX Contextual Segment Creation Purposes, and other authorized purposes as defined in Annex A to the DPA;
where Company uses Sensitive Personal Data to model CAX Contextual Segments, Company has obtained all legally required Specific Consents to use the Sensitive Personal Data for such purposes, has conducted a data protection impact assessment of such processing, and is otherwise in compliance with all requirements of applicable Data Protection Laws;
it will use Tracking Points to collect and use Personal Data only for the purpose of modeling CAX Contextual Segments and for no other purposes;
it shall configure all Tracking Points to collect only the minimum amount of Personal Data necessary for the purposes authorized under this Schedule and the Agreement, and it shall not use Tracking Points to collect Sensitive Personal Data;
if the applicable Order Form(s) provide for CAX Contextual Segments, it will implement, and contractually require each operator of a website or other digital property (including any Company Clients as applicable) from which it collects Personal Data via a Tracking Point to implement, a CMP which is integrated with the GPP in all applicable Territories where the GPP operates. In all such Territories, Company represents and warrants that it has, and will continue to, configure the settings within the CMP to read and transmit GPP signals. Company additionally agrees to promptly pass all opt-outs to Semasio using any supplemental technical measures mutually agreed by the Parties, including via API as applicable.
Company is solely responsible for its configuration and placement of Tracking Points in compliance with the requirements of this Schedule and the Agreement.
Fees related to Contextual Segments and/or CAX Contextual Segments shall be set forth in the applicable Order Form.
Within thirty (30) days of the end of each calendar month during the term of the applicable Order Form, Company shall provide, or shall cause each Designated Third Party Platform to which the Contextual Segments and/or CAX Contextual Segments have been delivered to provide, Semasio with a report (each a “Company Report”) of all impressions generated by Company, directly or indirectly through Designated Third Party Platforms in connection with the use of the Contextual Segments or CAX Contextual Segments. The Company Report shall include, at minimum, the following fields (to the extent made available by the Designated Third Party Platform): advertiser name, advertiser/seat ID, campaign name, segment name, total impressions, and the applicable CPM Fee.
To the extent an Order Form provides for Semasio’s use of the Contextual Segments and/or CAX Contextual Segments as contemplated in Section 4 above, Semasio shall or shall cause each applicable Designated Third Party Platform to which Semasio has delivered the Contextual Segments or CAX Contextual Segments to provide Company with a report (each a “Semasio Report”) having the same information and subject to the same conditions and qualifications as a Company Report.
Each Party shall have the right to dispute any portion of the Company Reports or Semasio Reports (as applicable) in accordance with Section 3.2 of the Terms.
Company shall pay Semasio all Fees calculated pursuant to Company Reports within thirty (30) days of sending the Company Reports. In the event that Semasio owes Company fees in connection with Section 4 above, the Parties shall offset the amounts payable against one another and any remaining payment owed by one Party to the other Party shall be payable within thirty (30) days of the date such Party sent its report to the other Party hereto.