This Data Use Agreement (“Agreement”) is entered into by and between Haymarket Media, Inc. (“Haymarket”) and Client identified in the IO (together hereinafter referred to as “Parties”, each a “Party”) and comprises of additional terms and conditions that govern Client’s use of data received in connection with the applicable Contract/IO, to which this Agreement is attached and incorporated therein by this reference.
WHEREAS, Haymarket collects, owns and maintains first party data related to users who avail of Haymarket offerings and programs (each a “User”), including data related to engagement and interaction of such user with such programs (collectively “Haymarket Data”);
WHEREAS, Client desires to sponsor certain Haymarket program(s) by entering into a sponsorship agreement(s) and receive, as part of its sponsorship, User level data of Users that engage with Client sponsored program(s) (“ Program”);
NOW, THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties agree as follows:
1. In connection with Sponsored Programs, Haymarket Data received may be used by the Client as follows:
1.1 Purpose. To allow Client to utilize it for the limited business operational needs such as campaign evaluation and measurement, and for follow up communications in connection with Sponsored Programs (“Purpose”).
1.2 License. Client acknowledges and understands that the Haymarket Data is the sole and exclusive property of Haymarket, and that Haymarket has expended significant resources in gathering, assembling and compiling Haymarket Data, and that such data is the valuable property of Haymarket. Haymarket hereby grants to Client the limited and revocable license to use certain Haymarket Data (“Licensed Data”) for the Purposes permitted herein (“License”). Client agrees that it will not disclose to any third party, retain, use, or create derivative works of, the Licensed Data, in any manner not explicitly permitted under this Agreement.
1.3 Sub-processors. Client may not utilize sub-processors of Licensed Data without the written consent of Haymarket, except for permitted sub-processors which are limited to the following: None. In the event that Haymarket authorizes the engagement of a sub-processor by Client in writing to perform any data processing services related to Licensed Data, Client undertakes to use a commercially reasonable efforts to evaluate the security, privacy and confidentiality practices of any proposed sub-processors that will or may have access to or process Licensed Data. Client shall ensure that sub-processor shall be subject to the provisions of this Agreement (including but not limited to the provision regarding confidentiality, intellectual property) to the same extent as Client, and Client shall be responsible and liable for each sub-processor’s performance of and compliance with this Agreement to the extent Client itself were performing under this Agreement.
2. REPRESENTATIONS AND WARRANTIES
2.1 Client Representation and Warranties. Client represents and warrants that: (i) Client shall use the Licensed Data in accordance with the terms and conditions set forth in this Agreement, including the limited use for the Purposes permitted herein; (ii) to the extent Client shares the Licensed Data with its affiliates and each of their employees, directors and officers, or any other permitted person(s) including permitted sub-processors, each such person shall be subject to confidentiality obligations at least as restrictive as those under this Agreement; (iii) Client in performing its obligations under this Agreement, including with regard to data and confidentiality obligations complies with all applicable laws and regulations. Additionally, to the extent Client is a “Third Party” under the California Consumer Privacy Act of 2018 (“CCPA”) provisions (as amended) and the California Privacy Rights Act of 2020 (“CPRA”) regulations, Client shall: (a) comply with all applicable CCPA provisions and CPRA regulations, including any CPRA required level of privacy protection; (b) honor, and cause any of its downstream service providers, vendors or third parties with whom Client may have shared or sold personal data received hereunder to honor, any opt-out or data deletion, access, or correction requests received in connection with personal data received hereunder, including by implementing mechanisms to recognize and comply with opt-out preference signals; (c) permit Haymarket to take reasonable and appropriate steps to ensure that Client uses the personal data received in a manner that is consistent with Haymarket’s CCPA obligations; (d) treat the personal data received as confidential and have sufficient security measures and processes in place to ensure the security of personal data received; (e) promptly notify Haymarket in the event it is unable to comply with its CCPA obligations.
2.2 Haymarket Representation and Warranties. Haymarket represents and warrants that: (i) Haymarket has the authority and rights necessary to enter into this Agreement and perform its obligations required hereunder; and (ii) Haymarket in performing its obligations under this Agreement shall comply with any applicable laws or regulations; (iii) Haymarket has the right to grant Client the rights granted herein.
11.19.24
(BMG)
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