Offering Specific Annex
Media Terms of Service
1. Services
(a) This Media Terms of Service (“TOS”) will apply to the Customer’s use of Provider’s online software services (the “Online Services”), support services, Implementation Services (as defined below and as applicable) and the Supplementary Data (as defined below and as applicable) (the foregoing, collectively, the “Services”). Customer and Provider are each a “Party” and collectively, the “Parties.” Use of the DemandScience Media offering is subject to both the Standard Terms and Conditions (the “Master Terms”) as well as this TOS. To the extent any terms contained in this TOS differ from the Master Terms, the terms provided in this TOS shall control with respect to the Media offering, Customer agrees that it is responsible to ensure that its users comply with all obligations and restrictions contained in this TOS.
(b) By accepting this TOS, either through executing an Order Form that references the TOS, or by signing this TOS directly, Customer agrees that its use of the Services is subject to and governed by this TOS.
(c) For terms governing Provider’s delivery of internet advertising placement Services, if applicable, please refer to our Addendum to IAB Standard Terms at https://demandscience.com/IABaddendum/. Such Addendum to IAB Standard Terms is incorporated into this TOS by this reference.
(d) Provider shall provide implementation services, training services, web advertisement creative services, and other professional services (“Implementation Services”) as agreed by the Parties in an Order Form. The scope of such Implementation Services may be agreed to in a separate Statement of Work executed by the Parties (each a “SOW”). Upon execution of a SOW by the Parties, the SOW shall become a part of, and shall be subject to, the terms of this TOS. Provider shall control the means, methods, and manner of its performance of the Implementation Services delivered under a SOW. If there is a conflict between a SOW and these Terms of Service, the Terms of Service shall prevail. Provider may utilize subcontractors in its provision of the Implementation Services, provided that Provider shall remain liable for all subcontractor acts and omissions related to providing such Implementation Services.
(e) “Customer Data” means all data, information, or material that Customer submits to the Services in the course of using the Services. Customer Data does not include the name and contact information of those Customer employees who are the business contacts responsible for interacting with Provider in connection with the Customer-Provider business relationship under this TOS.
(f) For users of Provider’s Prospect Engine Services (the “Prospect Engine”): In connection with the performance of the Prospect Engine, Customer may provide Provider with account-level data points (which for the avoidance of doubt is Customer Data as defined above), and Provider may then provide to Customer additional data points that augment the Customer Data (the “Supplementary Data”). THE DATA TRANSFER AGREEMENT AT https://demandscience.com/dta/ (the “DTA”) ACCOMPANIES THESE TERMS OF SERVICE AND SETS FORTH ADDITIONAL TERMS OF OUR AGREEMENT THAT APPLY TO THE EXTENT THAT PROVIDER PROVIDES CUSTOMER WITH ANY SUPPLEMENTARY DATA. FOR THE AVOIDANCE OF DOUBT, THE NATURE OF THE TRANSFER OF DATA FROM PROVIDER TO CUSTOMER IN RELATION TO THE PROSPECT ENGINE SERVICES IS THAT OF CONTROLLER-TO-CONTROLLER.
2. License
Provider hereby grants to Customer a non-exclusive, non-transferable, worldwide, non-sublicensable right and license to use the Services for Customer’s internal business purposes for the term specified in the applicable Order Form, subject to the terms of this Agreement and the applicable Order Form. Provider reserves all rights, title, and interest in and to the Services, including all related intellectual property rights, subject to the limited rights expressly granted hereunder.
3. Availability and Support
(a) Provider will provide the Services in a manner consistent with marketing technology industry standards, which includes reasonable service interruptions due to Excusable Delays or scheduled maintenance. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Provider’s reasonable control (collectively referred to as “Excusable Delays”). Except for reasonable service interruptions due to Excusable Delays or regularly scheduled maintenance, the Online Services shall be available not less than 99.9% of the time, on a monthly basis.
(b) Provider will provide to Customer the following support services related to the Online Services for the duration of the Agreement: (i) support, for up to 12 general tickets / calendar year, via the Help Center (at https://support.demandscience.com/hc/en-us) regarding operation and use of the Online Services during Provider’s normal business hours (M-F 8:00AM to 8:00PM EST); and (ii) programming to correct any demonstrated errors in the Online Services necessary to enable reasonable use of the Online Services. Customer should promptly report any errors in the operation of the Online Services to Provider. Provider may make modifications to its support offerings from time to time at its reasonable discretion.
4. Communications
(a) Customer will be exclusively responsible for the content of all communications sent using the Services.
(b) Provider does not own any Customer Data. Customer, and not Provider, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and except as expressly set forth herein and subject to any requirements of applicable law, Provider shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. In the event this Agreement is terminated, Provider will make available to Customer a file of the Customer Data within thirty (30) days of termination if Customer so requests at the time of termination. Upon Provider’ termination for cause, Customer’s right to access or use Customer Data within or in conjunction with the Services shall immediately cease.
(c) For users of Chat Services: Customer acknowledges and agrees that Provider cannot control the chat content posted by Customer or by third parties to the Services (“Chat Content”). Customer may be exposed to, and the Services may process, Chat Content that may violate applicable law or that Customer may find offensive, indecent, incorrect, or objectionable. Customer further agrees that under no circumstances will Provider or its Affiliates or licensors be liable in any way for any Chat Content, including any errors or omissions in any Chat Content, or any loss or damage of any kind incurred as a result of any Chat Content. Customer must assess and bear all risks associated with the use of any Chat Content, including any reliance on the integrity or accuracy of such Chat Content.
5. Restrictions
Customer shall use the Services for internal business purposes only as contemplated by this Agreement and shall:
(a) not use the Services if, in Provider’s reasonable determination, Customer is or becomes a direct competitor of Provider, or in violation of or beyond the scope of the license granted herein;
(b) not use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party;
(c) not permit any third party to access the Services, or otherwise sell, rent, license, provide, or distribute the Services; provided, however, that Customer may authorize a contractor to process and implement the Services (“Third Party Contractor”), if such Third Party Contractor has entered into a written agreement with Customer to: (i) access and use the Services solely to perform services for Customer; (ii) treat the Services with confidentiality and not disclose or distribute the Services to any third party including any affiliates of the Third Party Contractor; and (iii) limit access to the Services only to employees or agents with a “need to know” in order to perform the Third Party Contractor’s agreed upon services for Customer;
(d) not use the Services to communicate any message or material that (i) is libelous, harmful to minors, obscene, or constitutes pornography or is otherwise unlawful; (ii) causes offense or danger to others, as determined by Provider in its reasonable discretion; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law;
(e) not create derivative works from the Services, or otherwise reverse engineer or access the Services to (i) build a product or service competitive with the Services; (ii) build a product using similar ideas, features, functions, or graphics of the Services; or (iii) copy any ideas, features, functions, or graphics of the Services;
(f) not use the Online Services in any manner that could damage, disable, overburden, impair, or otherwise interfere with Provider’s infrastructure, or interfere or attempt to interfere with the proper working of the Online Services;
(g) not attempt to gain unauthorized access to the Online Services or related systems or networks, or systematically access the Online Services using “bots” or “spiders”; and
(h) not use or distribute the Services in any manner that violates any applicable local, state, domestic and/or international laws, rules, and regulations.
6. Suspension
In the event of any breach or threatened breach of this Agreement by Customer (including non-payment of fees), without limiting Provider’s other rights and remedies, Provider may immediately, with written notice (email being sufficient) suspend Customer’s access to the Services.
7. Fees
All fees are non-cancelable and nonrefundable unless expressly otherwise set forth herein.
8. Intellectual Property
Provider alone (and its Affiliates and licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to Provider technology and the Services, as well as any and all suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any other party relating to the Services (all of the foregoing being the “Rights”). To the extent that any such Rights are not deemed owned by Provider pursuant to the prior sentence, Customer hereby irrevocably assigns and transfers all such Rights to Provider. The DemandScience name, the DemandScience logo, the marks of DemandScience’ licensors, and the product names associated with the Services are trademarks of Provider or third parties, and no right or license is granted to use them.
Customer also hereby grants to Provider a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to Provider’s contractors and service providers), perpetual and irrevocable license to copy, anonymize, de-identify, aggregate, process, and create derivative works of Customer Data for the purpose of deriving Anonymous Data. “Anonymous Data” means anonymous statistical and usage data, and data related to the functionality of the Online Services, provided such data cannot be used to identify Customer or its user. For clarity, Provider may use Anonymous Data for any and all purposes, including combining or incorporating the Anonymous Data with or into other data and information, using the Anonymous Data to create improved and new success vectors, models, products, and services and generating statistics for marketing purposes.
9. Representations and Warranties
Provider represents and warrants that: (a) it will provide the Services in a manner consistent with marketing technology industry standards reasonably applicable to the provision thereof; (b) the Services will perform substantially in accordance with the online Provider help documentation under normal use and circumstances; and (c) it will utilize commercially reasonable efforts to establish and maintain the security standards set forth in Schedule 1 attached hereto.
Customer represents and warrants that: (a) its use of the Services will comply with all applicable federal, state, and local laws and regulations, including those laws and regulations regarding telemarketing, customer solicitation, data protection, and privacy; and (b) it owns or otherwise has and will have the necessary rights in, and consents relating to, the Customer Data.
SCHEDULE 1: SECURITY STANDARDS
1. Security Controls and Safeguards.
1.1 Provider implements controls aligned to industry standards intended to keep Personal Data (as defined in the Data Processing Addendum) secure throughout the Agreement term and shall maintain security measures designed to: (a) protect the security of Provider systems which interact with Personal Data; (b) protect against any reasonably anticipated threats or hazards to the security or integrity of Provider systems which interact with Personal Data; and (c) protect against unauthorized access to or use of Provider systems which interact with Personal Data that could result in harm to the Customer.
1.2 Provider maintains access controls which include, but are not limited to, the following:
(a) Limiting access to its information systems and the facilities in which they are housed to properly authorized persons.
(b) Access by Provider personnel to Personal Data is removed upon termination of employment or a change in job status that results in the personnel no longer requiring access to Personal Data.
(c) System passwords conform to strong password standards (sixty-four (64) characters minimum) that include length, complexity and expiration. A maximum of five (5) password attempts can be made, after which access is blocked until the password is reset by authorized personnel.
(d) Provider encrypts access to Personal Data during transmission over the Internet.
(e) Multi-factor authentication is enforced for all logons.
1.3 Provider monitors its network and production systems and implements and maintains security controls and procedures designed to prevent, detect and respond to identified threats and risks. Such monitoring and testing includes, but is not limited to, the following:
(a) Employing an industry standard network intrusion detection system to monitor and block suspicious network traffic.
(b) Reviewing access logs on servers and security events.
(c) Reviewing privileged access to production systems.
(d) Performing network vulnerability assessments on a regular basis. Scans will be performed using industry standard scanning tools that identify application and hosting environment vulnerabilities. Provider shall maintain a vulnerability remediation program.
(e) Engaging third parties to perform network penetration testing on at least an annual basis.
1.4 Provider shall ensure that all endpoints run an anti-virus solution and apply timely signature updates, and that all critical, exploitable vulnerabilities are patched in a timely manner.
2. Uses and Disclosures of Personal Data. Provider will not use or disclose Personal Data except as necessary to perform its obligations under this DPA and the Agreement.
3. Audits.
3.1 Provider will obtain attestation reports related to its information security program (SSAE 16, SOC2 or an equivalent report) at least annually and keep such reports for at least three (3) years following each attestation. Upon request, the results of these audits will be provided to Customer in a form acceptable to Customer within ten (10) days of completing the audit.
3.2. Provider acknowledges that Customer may be subject to regulation and audit by governmental and/or regulatory authorities or standards organizations under applicable laws, rules and regulations. If any such entity exercises its right to audit Customer, Provider shall provide reasonable assistance by allowing inspection, on Provider’s premises, of relevant documents or records. In lieu of an audit, Customer may request Provider provide to Customer a copy of an attestation report by an independent third-party auditor.
4. Security Awareness and Training. Provider shall provide annual security and privacy training for all personnel with access to Personal Data.
5. Background Checks. Provider shall perform a criminal background check on any employee or other personnel performing under this Agreement.
6. Business Continuity and Disaster Recovery.
6.1. Provider has policies and procedures in place for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, pandemic, and natural disaster) that could damage Personal Data or production systems that contain Personal Data.
6.2. Provider’s Disaster Recovery plan includes provisions to ensure service restoration is within commercially reasonable efforts and is performed in conjunction with a data center provider’s ability to provide adequate infrastructure at the prevailing failover location.
6.3. Provider relies on reputable data center providers, multiple levels of power redundancy, uninterrupted power supply (UPS) and backup power for Provider’s system containing Personal Data. The power systems of the data centers processing Personal Data are designed to run uninterrupted during a total utility power outage, with every server receiving conditioned UPS power. The UPS power subsystem is redundant and has instantaneous failover if the primary UPS fails.
6.4. Data center facilities containing Personal Data have advanced fire suppression systems and redundant heating, ventilation and air conditioning systems providing appropriate and consistent airflow, temperature and humidity levels.
6.5. Data center facilities utilize snapshot and data mirroring capabilities. Backup data is not transferred cross border. The integrity of local backups is tested monthly by restoring a complete database from a selected snapshot copy to test systems and validate the data integrity. This process is also undertaken for offsite backups on a quarterly basis.
updated 2025.05.19