Data Products Addendum (USA)
Version: November 1, 2024 | Previous Versions
This Data Products Addendum (USA) (“Addendum”) supplements the Terms of Service incorporated by reference into the written or electronic order, schedule, statement of work, work order, quote, or other document (collectively, the “Order”) that also incorporates this Addendum by reference. In addition to the Terms of Service, this Addendum governs the provision and use of any Data Products (defined in the Terms of Service) provided by Acxiom LLC (“Acxiom”) to the identified Acxiom client (“Client”) when the Order has been executed by the parties to be bound thereto or otherwise formally approved by them in accordance with the process identified in the Order. The Order, the Terms of Service (including any other applicable addenda incorporated by reference therein), this Addendum, and any other terms or documentation incorporated by reference in the Order are collectively referred to as, the “Agreement”. Any claim brought under the terms of this Addendum will be subject to the applicable limitation of liability provision in the Terms of Service, including any applicable exceptions thereto. From time to time, Acxiom may modify this Addendum. Unless otherwise specified by Acxiom due to a change in law or other contingency beyond Acxiom’s control, changes will become effective for Client upon renewal of the then-current Order or upon the effective date of a new Order after the updated version of this Addendum goes into effect. Capitalized terms not defined herein shall have the meanings ascribed to them in elsewhere in the Agreement.
The parties agree as follows:
- License and Destruction.
1.1 License. Acxiom grants to Client a limited, non-transferable, non-exclusive license (“License”) to possess and use the Data Products identified in the Order at a Client or Service Provider (defined below) facility in the United States, subject to the terms of the Agreement. Unless otherwise specified in the Order, the Data Products are licensed for a period of one year from receipt. Such License may be renewed for additional one year periods during the the Term of the Agreement (as specified in the Order) by Client paying the applicable License fee(s) for the renewal period. The License does not extend to Client’s Affiliates unless expressly provided for in a Schedule. Acxiom or the third parties who provided the data to Acxiom (“Data Providers”) retain all right, title, and interest in and to the Data Products, and Client has no rights in the Data Products except as provided herein.
1.2 Destruction. Except as provided herein or as expressly provided otherwise in the Order, Client must destroy the Data Products, including any copies, upon the earlier of: (i) expiration of the Term or termination of the Agreement; or (ii) expiration of the license period described above. Upon request, Client will provide written certification of destruction. Except in the case of Acxiom’s termination of the Agreement for cause as provided in the Terms of Service, or suspension of data delivery due to law, rule, or regulation, and subject to Section 2.9 of this Addendum, Client will not be required to destroy any elements from the Data Products consisting of name, postal address, telephone number, or email address that Acxiom appended to Client-provided records for Offline Marketing or Digital Marketing (each as defined below), provided that any continued use of such information will continue to be governed by the terms of the Agreement. For all permitted uses, Client will not be required to destroy any name, postal address, telephone number, or email address data from the Data Products where Client has independently verified such data by a means other than mere use of such data. - Terms and Conditions. Except as specifically provided otherwise in the Order, the following terms and conditions apply to the Data Products provided pursuant to the Order:
2.1 Permitted Use. The Data Products may be used solely to perform or support Client’s business purposes in one or more of the following ways, as may be limited in the Order: (i) direct marketing campaigns marketing Client’s products or services to consumers or businesses (e.g., direct mail, telemarketing, or email campaigns) (“Offline Marketing”); (ii) online targeted marketing campaigns marketing Client’s products or services to consumers or businesses (“Digital Marketing”) through distribution to owners or operators of third-party applications or platforms (e.g., ad networks, data management platforms, demand-side platforms) or online, television, telephone, wireless, or other digital properties offering online advertising distribution channels (collectively, “Publishers”); (iii) consumer or business recognition (i.e., matching) applications using Data Products (“Recognition”); or (iv) internal analysis applications (“Analytics”). If the Order does not state that the Data Products provided thereunder are licensed for one or more particular permitted use as described above, they may be used for all such permitted uses.
2.2 Digital Marketing. Where the Data Products are used for Digital Marketing, the following terms will apply:
(a) Client may use the Data Products to create, segment, or select a marketing-campaign audience (“Digital Audience”) for a Digital Marketing campaign. The Digital Audience may be distributed directly to a Publisher or distributed to a Publisher through use of an onboarding service provider (e.g., LiveRamp). Regardless of the distribution channel, only the selected Digital Audience may be distributed to the Publishers, and the Digital Audience distributed by or on behalf of Client will not contain: (i) any demographic elements sourced from the Data Products, other than name, address, telephone, or email address; or (ii) segment codes derived from the Data Products.
(b) Only the Data Products set forth in the current Acxiom Online Data Catalog may be used to perform or support Digital Marketing. Acxiom will provide Client its then-current Online Data Catalog on a quarterly basis.
(c) The license rights granted herein, and the fees assessed in the Order, apply only to Data Products provided to Client pursuant to the Order, and do not extend to similar or same Data Product elements that may be available to Client for audience selection from a third-party source, such as a Publisher. Client must contract directly with the Publishers for the use of their services, and the fees established in the Order do not cover the costs assessed by Publishers to whom the Digital Audience is distributed, including media-buy, advertising, or data-usage fees.
2.3 Recognition. If the Order specifies that certain Data Product elements are licensed for Recognition use only, such elements shall be used solely to identify individuals by matching Client Data (defined in the Terms of Service) to other data hosted by Client, Acxiom, or a Publisher(s). Following Recognition, the individuals may then be marketed to via means other than use of such Data Product elements, unless such elements are also licensed for Offline Marketing or Digital Marketing. If the Recognition processing described above is performed by Acxiom on behalf of Client, Client shall not download, ingest, access, or otherwise use such Data Product elements unless specifically granted such rights via the Order.
2.4 Analytics. If the Order specifies that certain Data Products are limited to Analytics (which may be described as “analytical use” or “internal analysis” only), such Data Products and any reports generated therefrom, may be used only for Client’s own internal analysis applications, and will not be used to conduct or support marketing campaigns.
2.5 General Restrictions. When used for or in support of consumer marketing, the Data Products will be used to determine a consumer’s interest in, or likelihood to respond to, a Client solicitation, and not for exclusionary or discriminatory purposes. The Data Products will not be: (i) used as a factor in establishing an individual’s creditworthiness or eligibility for credit, insurance, or employment, or in connection with credit repair services; (ii) used in individual-look-up reference applications; (iii) provided by Client to any third party, except as provided in Section 2.8 below; (iv) used in the development of any products to be provided to a third party, including the support or sale of advertising services to a third party; or (v) used to advertise, sell, or exchange any illegal or illicit products or services, including pornography, illegal drugs, or illegal weapons.
2.6 Product-Specific Restrictions.
(a) Email Append / REA / RPA. Any records Client submits for email append (other than email append specifically identified in the Order as prospect email append), reverse email append (REA), or reverse phone append (RPA) must be limited to consumers with whom Client can reasonably demonstrate an existing business relationship (“Existing Customers”). Existing Customers do not include consumers who merely contacted Client. Any Existing Customer record submitted for email append must contain a full name and street address. Notwithstanding the foregoing, these Data Products may be used for Analytics permitted use only on non-Existing Customer records where such consumers have provided their PII to Client. Any desired marketing use of the appended Data Products for non-Existing Customer records must be pre-approved via an Acxiom Privacy Impact Assessment (PIA) and documented in the Order.
(b) Prospect Lists. The Order will specify whether a prospect list is licensed for multiple or one-time use. If the Order does not specify, the prospect list is licensed for one-time use. Telephone follow-up within 60 days of mail drop is not considered to be a second use. For telemarketing, “one-time use” is any use within 60 days of delivery. Client will pay for the full multiple use charge for unauthorized additional use or duplication of the Data Product. The Data Product is seeded to detect any unauthorized use or duplication. Client will not remove seeds from its mailing lists.
(c) Suppression Data Generally. Any Acxiom-provided suppression data may be used solely to suppress consumers from Client’s marketing programs. The Data Product is for immediate use only. Acxiom will apply to the Data Product the most recent suppression data received by Acxiom from its third-party suppression list providers (e.g., the DMA, the FTC, the state attorneys general); provided, however, that Acxiom will have a reasonable time from receipt to incorporate such lists into its production system.
(d) FTC Do-Not-Call Suppression. FTC Do-Not-Call (FTC DNC) suppression data will be used solely to comply with the Federal Trade Commission (FTC) Telemarketing Sales Rule. Client must properly register with the FTC prior to receiving any FTC DNC suppression processing and provide Acxiom proof of registration or exemption. FTC DNC suppressions are not applied to other Data Products received hereunder unless expressly ordered.
(e) Deceased and Financial Suppression. For any deceased / bankruptcy / tax liens and judgments suppression data, Acxiom will not indicate the reason for the suppression of a consumer or individual (e.g., deceased, history of bankruptcy, or history of tax liens and judgments). Client may receive summarized information in one of the following limited formats: (i) a summary report indicating only the number of records dropped and associated reason codes; or (ii) a consolidated report without reason codes for individuals dropped.
(f) Wireless Phone Suppression. Acxiom-provided wireless phone suppression (WPS) data uses data provided to Acxiom by its WPS Data Provider. Acxiom may suspend or terminate WPS if required by the agreement between Acxiom and the WPS Data Provider. Where possible, Acxiom will provide written notice prior to suspension or termination. To receive WPS, Client must have registered and entered into a separate agreement with the WPS Data Provider and provided Acxiom with verification of such registration. WPS is not applied to other Data Products received hereunder unless expressly ordered.
2.7 Marketing Communications. All marketing communications used in connection with any list or data element provided to Client will be devoid of any reference to any selection criteria or presumed knowledge concerning the intended recipient of such solicitation or the source of the recipient’s name and address. If requested, Client will provide Acxiom with a representative sample of any marketing communication pertaining to use of the Data Products. Any email deployed by Client using the Data Products will: (i) contain an opt-out provision, (ii) identify Client and provide a valid physical address, and (iii) clearly express the intent of the email communication.
2.8 Service Providers. Subject to Section 2.10 below, Client may provide the Data Products to a third party who performs services for Client (“Service Provider”) in connection with Client’s use of the Data Products; provided Client has obtained the Service Provider’s written agreement to: (i) hold the Data Products in strict confidence; (ii) use the Data Products only in connection with the services provided to Client and in accordance with the terms of this Addendum; (iii) return or destroy the Data Products upon the earlier of completion of the services or expiration of the license period; and (iv) implement consumer requests communicated to the Service Provider of the type described in Section 2.9 of this Addendum. Upon request, Client will provide Acxiom with a list of all Service Providers having or having had access to any Data Products.
2.9 Consumer Requests. In any use of the Data Products, within a reasonable period of time following a written request from Acxiom or a consumer (email sufficient), Client will implement all consumer requests to exercise a right granted to the consumer by law with respect to the Data Products, including, without limitation, a request to delete data related to the consumer from the Data Products in Client’s possession, and will cause any Service Provider possessing such data to implement such requests.
2.10 Additional Warranty. Client warrants that: (i) neither it nor any permitted third party to whom it provides Data Products is an entity “controlled by a foreign adversary” under the Protecting Americans’ Data from Foreign Adversaries Act (PADFA); (ii) it will notify Acxiom in writing if it or any such third party becomes such an entity; and (iii) it will cease providing Data Products to any such third party that becomes such an entity if advised to do so by Acxiom.