Terms of Services

DEFINITIONS

“Authorized Applications” means the permitted uses of the Available Data and Available Segments as outlined in the most current Data Catalog or any amendment to this Agreement. Authorized Applications may include types of marketing services, related campaigns, analytics, measurement products, and audience targeting.

“Available Data” refers to the aggregate collection or specific groupings of Available Segments or other information within the Data Catalog, governed by this Agreement.

“Available Segments” are specific elements of Available Data, tied to Rubik Data cookies, tags, mobile/device IDs, HEMs, or other agreed user designations, usable for the designated Authorized Applications.

“Company Data” refers to data transmitted by the Company via the Rubik Data pixel to the Platform for use of its functionalities and Services. This may include identifiers (advertising ID, cookie ID), offline identifiers (email, phone number), consent preferences, browsing and interest data, or sociodemographic data.

“Company IDs” means the Company’s cookie, mobile/device IDs, or other agreed user designations.

“Company Marks” refers to the Company’s name and/or logo.

“Confidential Information” includes all information disclosed by one party to the other that is marked confidential or considered confidential by nature, such as the Data Catalog, Available Data, IDs, marketing plans, pricing, records, proprietary information, and terms of this Agreement. Exclusions include independently developed information, rightfully disclosed third-party information, or public information through no fault of the recipient.

“Custom Data” refers to custom data segments created by using or enhancing Company Data with Available Data via the Platform.

“Data Catalog” is the collection of Available Data and Rubik Data’s proprietary ID Graph, provided in various formats via the Platform.

“Law” encompasses any applicable statute, regulation, rule, code, judgment, decree, or requirement of any governing body or competent tribunal.

“Platform” refers to Rubik Data’s proprietary platform and ID Graph used to deliver marketing software or services, such as targeting data or analytics services.

“Platform User” means an employee or authorized user of the Platform from the Company.

“Security Program” is an information security protocol that includes safeguards appropriate to the company’s size and the nature of the information received.

“Services” refers to data and identity services identified in a Service Order, subject to this Agreement and annexed as Schedule A.

“Third Party Platform” refers to platforms through which the Company delivers marketing services, including dynamic media purchase or analytics services.

LICENSE

Grant & Rights
Rubik Data grants the Company a non-exclusive, non-transferable license to access and use the Platform and Available Data for the designated Authorized Applications during the Term, conditional upon compliance with this Agreement. This license allows use via Third Party Platforms as outlined in the Service Order but does not transfer ownership or sublicense rights to Available Data.

COMPANY DATA
The Company grants Rubik Data a limited, non-exclusive license to the Company Data for providing the Services, including rights to store, reproduce, and create derivative works as directed by the Company. Rubik Data processes Company Data per applicable privacy laws and regulations.

TERM & TERMINATION
The Agreement begins on the Effective Date and continues for 12 months or as specified in the Service Order. Either party may terminate if the other breaches this Agreement and fails to cure within 30 days of notice. A non-curable breach allows immediate termination.

AVAILABLE DATA USES & RESTRICTIONS
Rubik Data may update the Data Catalog as needed, and the latest version governs data use. The Company must ensure no unauthorized use or access and report any such incidents promptly.

COMPLIANCE & INDUSTRY BEST PRACTICES
Both parties will comply with data protection laws and industry standards, including DAA, NAI, and IAB guidelines. The Company agrees that marketing communications will be lawful and devoid of selection criteria references.

FEES
The Company will pay applicable fees outlined in Exhibit A and submit monthly usage reports within 14 days after month-end. Late payments accrue interest and may result in suspension of data access.

CONFIDENTIAL INFORMATION
Confidential Information will be protected, used solely as authorized, and disclosed only on a need-to-know basis.

SECURITY PROGRAM & AUDIT
Both parties will maintain a Security Program and report unauthorized disclosures. Rubik Data may conduct audits with notice to ensure compliance.

RESELLER DISCLOSURE
Rubik Data operates as an authorized reseller of third-party services. For more information regarding these services, please contact us directly.

WARRANTIES & DISCLAIMERS
Rubik Data and the Company warrant that each has the authority and capacity to enter this Agreement and comply with applicable laws.

LIMITATIONS OF LIABILITY
Neither party is liable for indirect damages. Rubik Data’s liability is limited to two times the average monthly fees paid.

INDEMNIFICATION
Each party will indemnify the other for breaches of law, misuse of Confidential Information, and unauthorized data use.

GENERAL PROVISIONS
This Agreement is governed by New York law and may not be assigned without consent, except in cases of merger or acquisition. It constitutes the full agreement between the parties.

Last updated: 11/01/2024

IN WITNESS WHEREOF, the parties agree as of the Effective Date.