This Cision Impact Service Appendix (“Appendix”) supplements the existing agreement in place between the parties (“Master Agreement”). Capitalized terms used but not defined in this Appendix have the meanings given in the Master Agreement. In the event of any conflict between this Appendix and the Master Agreement, this Appendix prevails.
1. Definitions
For the purposes of this Appendix, references to “Services” in the Master Agreement refer to Cision Impact (defined below).
“Audience” means a group of CisionIDs.
“Audience Segment Services” means the services that Supplier provides to Customer as set out on an Order and/or Statement of Work where Supplier creates an aggregated dataset of individuals who have engaged with Customer Data or Supplier Data via Cision Impact.
“CisionID” means a unique, blind, non-identifiable, alphanumeric value within the dataset.
“Cision Impact” means reports that measure the reach and impact of earned media, press releases and other corporate communications that Supplier provides to Customer as set out on an Order.
“Conversion Events” means website metrics that enhance the results of Cision Impact.
2. Cision Impact terms
2.1. Fees. Fees are based on the parties’ agreed estimate of Customer’s usage. Supplier may conduct audits to determine Customer’s actual volume. If Customer’s audited volume exceeds the agreed estimate, Supplier will cease providing Content above such estimate.
2.2. Distributed Code. To enable Conversion Events in Cision Impact, Supplier may provide code to Customer to implement within Customer’s website properties (“Distributed Code”). Supplier grants Customer, during the term of an Order, a non-transferable, non-exclusive license to use the Distributed Code on Customer sites. Customer retains control over the installation and configuration of Distributed Code on each Customer site and Customer is responsible for any loss related to or resulting from the use of the Distributed Code. Following the termination or expiration of the Order, Customer will promptly remove and delete all copies of the Distributed Code. The term “Services” in the Master Agreement includes Distributed Code.
3. Audience Segment Services terms
3.1. License. Supplier grants Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to use the CisionIDs for paid retargeting campaigns and management of audience targeting.
3.2. Restrictions. All restrictions related to usage of Supplier Data in the Master Agreement apply to CisionIDs and Audiences. Customer will not use CisionIDs or Audiences to identify, re-identify, or directly contact any individual.
3.3. Fees. Activation of each CisionID for paid retargeting will incur additional fees (including but not limited to a CPM, paid media platform fee or media cost) set out on an Order (the “Activation Fees”). Activation Fees will be invoiced after activation.
3.4. Paid retargeting campaigns. Supplier may assist Customer with activation of CisionIDs for paid retargeting campaigns via Supplier’s third-party partner as set out on an Order. Supplier may also provide the Audience resulting from Audience Segment Services to Customer via Customer’s Data Management Platform (“DMP”) or Demand Side Platform (“DSP”). In such case, Customer will: (a) promptly identify and provide Supplier with contact information for Customer’s DMP or DSP; and (b) use the Audience Segment Services solely for Customer’s internal business purposes and in accordance with applicable privacy laws. In addition to the restrictions set forth in Section 3.2 above, Customer agrees that it will not, and will not permit any other party to: (a) use the Audience(s) for or on behalf of any third party; or (b) provide any third party, other than Customer’s DMP or DSP, access to the Audience or information, materials or documentation related to the Audience. Upon termination or expiration of the Order, Customer will promptly delete the Audience and all data related to or derived from the Audience Segment Services, including that held by Customer’s DMP or DSP.