Real Identity Cloud Terms of Service

1.1 Term. The term of the Agreement ("Term") will begin on the date identified in the Order ("Effective Date") and will continue for the time-period identified in the Order, or, if no time-period is identified in the Order, for one year, unless earlier terminated in accordance with Section 1.2. Once the Order has been executed or approved as specified in the Order, unless otherwise expressly provided therein, neither party may revoke or terminate the Agreement, in whole or in part, for convenience or for any reason other than as set forth in Section 1.2.

1.2 Termination. Either party may immediately terminate the Agreement upon written notice to the other party if the other party is in default of the Agreement and fails to cure, or begin implementation of a mutually-agreed-upon plan to cure, such default within 30 days of written notice from the other party specifying the nature of such default and requiring its remedy.

2.1 Real Identity License & Services. Acxiom will provide Client with integration into and use of its people-based identity resolution services ("Real Identity") and persistent identifiers ("Real IDs") via a Real Identity application to be made available to Client within a mutually agreed upon third-party data cleanroom or cloud provider ("Cloud Provider") (e.g., Snowflake). The following license terms apply to Client’s use of Real Identity and Real IDs, unless otherwise provided in the Order:

(a) Cloud Provider Use. Both parties use of the Cloud Provider will be governed by a separate agreement with the Cloud Provider. Each party will be directly responsible to the Cloud Provider for its acts and omissions in use thereof, and neither party shall be responsible to the other for the Cloud Provider’s acts or omissions.

(b) Real Identity. Acxiom grants Client a non-exclusive, non-transferable license to utilize the Real Identity application within the Cloud Provider during the Term solely for the purposes of creating Real IDs using Client’s or Client’s licensor’s data ("Client Data").

(c) Real IDs. Acxiom grants Client a non-exclusive, non-transferable license to store, maintain, and utilize the Real IDs created using the Real Identity application during the Term, solely for the purpose of integrating and matching Client Data. Client must destroy the Real IDs, including any copies, upon the termination of the Agreement.

(d) No Re-Identification or Third-Party Use. Where the Real IDs provided to Client are pseudonymized, de-identified, or anonymized ("Pseudonymized Real IDs"), Client shall not, nor permit any third-party to, take any action to re-identify or reverse engineer Pseudonymized Real IDs or attempt to derive personally identifiable information ("PII") from or merge PII with the Pseudonymized Real IDs (collectively, "Re-Identification"). Client is strictly prohibited from using the Real Identity services or Real IDs for the benefit of any third parties.

2.2 Data Products. In addition to these Terms of Service, any data provided pursuant to the Order from Acxiom’s commercially available U.S. data products, including InfoBase^®, Personicx, and Audience Propensities, and any models or other derivatives developed using such data (collectively, "Data Products"), will be subject to the terms of the Data Products Addendum (USA), the terms of which shall supplement these Terms of Service. The provision of any non-U.S. data products will require additional terms to be addressed in the Order or in an additional addendum to the Agreement.

2.3 Consumer Issues. In any use of Products or Services, Client must honor all consumer elections not to receive marketing solicitations. It is Client’s sole responsibility to ensure that the most current, legally required suppression information has been applied prior to marketing use of Client’s own files or of any Product or Service provided to Client.

Payment of any fees set forth in the Order is due within 30 days from receipt of invoice. Unless otherwise specified, all fees are exclusive of taxes. Client shall pay all sales, excise, value added, gross receipts, withholding, or other like taxes levied in connection with the Agreement (whether included on an invoice or identified during an audit). Any undisputed amounts not paid within 30 days of receipt of invoice shall accrue interest at a rate of one percent per month or the maximum lawful rate, whichever is less.

The following "Acxiom Intellectual Property" will be and remain the sole property of Acxiom or its licensors: (i) Data Products; (ii) all software (including code) and related documentation that is commercially licensed by Acxiom to Client or licensed by Acxiom from a third party; (iii) any and all components of Acxiom’s identity resolution products, including, without limitation, Real Identity and its associated Real IDs, including any Real Identity applications within Cloud Providers and outputs or usage logs thereof, or any other logic or process used by Acxiom to match or integrate data; and (iv) Acxiom-proprietary data models, Acxiom-proprietary business rules, tools, methodologies, processes, or technologies created, adapted, or used by Acxiom in its business generally, including all associated intellectual property rights.

Each party will use commercially reasonable efforts to prevent the unauthorized access to or disclosure of confidential or proprietary information of the other party ("Confidential Information"), including derivative works, modifications, or adaptations. Each party will limit access to the other party’s Confidential Information to its own or its affiliates’ personnel strictly on a "need to know" basis; provided, however, that such personnel have executed an agreement with such party containing confidentiality provisions at least as restrictive as those contained herein. Upon termination of the Agreement, each party will promptly destroy all of the other party’s Confidential Information then held and, upon request, certify such destruction in writing. Acxiom’ Confidential Information includes, without limitation, Acxiom Intellectual Property and pricing information.

6.1 Acxiom Warranty. Acxiom warrants that it will perform the Services in a professional and workmanlike manner.

6.2 Mutual Warranties – General. Each party warrants to the other that it has full power and authority to enter into and perform the Agreement; the execution and delivery of the Agreement have been duly authorized; its Confidential Information has been legally obtained; the provision of its Confidential Information to the other does not violate any laws or agreements with third parties; and it will comply with all applicable laws, rules, and regulations.

6.3 Mutual Warranty – PADFA; DOJ Bulk Data Rule. Each party warrants to the other that: (i) it is not a "foreign adversary" as defined under the Protecting Americans’ Data from Foreign Adversaries Act ("PADFA"), or a "country of concern" or "covered person" as defined under the U.S. Department of Justice’s Bulk Sensitive Data Rule, codified at 28 C.F.R. Part 202 (the "DOJ Bulk Data Rule") (a foreign adversary, a country of concern, or a covered person is hereinafter referred to collectively as a "Prohibited Entity"); (ii) it is not owned or controlled, directly or indirectly, by a Prohibited Entity; (iii) it will not disclose or make available any Confidential Information of the other party to any employee or other personnel who is a foreign national of, or is located in, a foreign adversary country or country of concern, or any third party that is a Prohibited Entity or is owned or controlled, directly or indirectly by a Prohibited Entity; (iv) it will promptly notify the other party in writing if it, or any third party to whom it has disclosed the other party’s Confidential Information, becomes or is deemed to be a Prohibited Entity, or becomes owned or controlled, directly or indirectly, by such an entity; and (v) upon such notification, or if directed by the other party, it will immediately cease any use, disclosure, access, or other processing of all or part of the other party’s Confidential Information (as directed), destroy all such information in its possession or control, and, where applicable, ensure that any downstream Prohibited Entity with access does the same. With respect to an actual or potential violation of PADFA or the DOJ Bulk Data Rule, either party may, in its discretion, terminate the Agreement. As of the date of these Terms of Service, the jurisdictions currently considered foreign adversaries and countries of concern under PADFA and the DOJ Bulk Data Rule include China (including Hong Kong and Macau), Iran, North Korea, Russia, Cuba, and Venezuela.

6.4 EXCEPT AS OTHERWISE STATED IN THE AGREEMENT, THERE ARE NO OTHER WARRANTIES HEREUNDER, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR, WITH RESPECT TO DATA PRODUCTS, ACCURACY, COMPLETENESS, OR CURRENTNESS.

Acxiom’s sole obligation, and Client’s exclusive remedy, for any claim arising out of defective Services or Data Products shall be to re-perform or re-deliver the Services or Data Products in question without charge or, at Client’s option, to refund the price paid by Client for the defective Services or Data Products. Neither party shall be liable for any indirect, incidental, special, or consequential damages (including loss of income, revenue, profits, or goodwill, but not including any fees payable hereunder), even if a party has been advised of the possibility of such damages in advance. Except for damages resulting from gross negligence, intentional misconduct, or the indemnification obligations in Section 8 below, Acxiom’s aggregate liability for direct damages hereunder shall not exceed $500,000. The limitations in this Section 7 shall apply regardless of the legal theory or form under which any action is brought.

Each party agrees to indemnify and hold the other party, its agents, and its employees harmless from and against any third-party claim, action, or liability (including damages, costs, expenses, and reasonable attorneys’ fees) that may arise against the indemnified party as the result of: (i) the indemnifying party’s failure to comply with all applicable laws and regulations; and (ii) the misappropriation or intentional misuse of the indemnified party’s Confidential Information by the indemnifying party. The indemnifying party will have the right to exercise reasonable control over any litigation within the scope of this indemnity; provided, however, that the indemnified party will have the right to participate in any such litigation insofar as it concerns claims against it. That right to participate includes the indemnified party’s right to select and retain counsel to represent it at the indemnified party’s own expense. No party will have any obligation to defend or indemnify the other party pursuant to this Section 8 if the indemnifying party is not notified promptly of the claim and is materially prejudiced thereby.

The Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Neither party shall be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any act of God, act of governmental authority, act of public enemy, terrorism, war (whether or not declared), riot, flood, civil commotion, insurrection, severe weather conditions, or any other cause beyond the reasonable control of the party delayed. Failure or delay by either party in exercising any right hereunder shall not operate as a waiver of such right. Any provision of the Agreement that contemplates performance or observance subsequent to any termination of the Agreement, including all provisions with respect to fees due and payable, proprietary information, confidentiality, and limitation of liability, shall survive any termination of the Agreement and continue in full force and effect. Except for communications made in the normal course of performance, any notice or other communication required hereunder will be made in writing (which may include e-mail) and sent to the designated signatory or approver of the Order. If any notice or other communication is given to Acxiom pursuant to this provision, then in addition to the above, Client must send a copy of such notice or communication to legalsupport@acxiom.com. Client will provide a contact in the Order for any legal or compliance issues that may arise.