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dentsu.Connect Terms of Use

Last updated: April 2026

These terms of use (“Terms of Use” or “Terms”) govern the access to and use of the dentsu.Connect platform (“dentsu.Connect” or “Platform”, including previous brands “M1” and “Merkury”) by or for the benefit of the client entity (“Client” or “you”). dentsu.Connect is provided by Dentsu International Limited or its affiliate (“Dentsu”, “Agency”, “we”, “us”, or “our”). The provisions in particular subsections of Section III (Component Specific Terms) apply to the extent an applicable Order contemplates use of such Platform functionality, in addition to the provisions of Section II (General Terms). These Terms supplement any overarching agreement between Dentsu and Client (“Agreement”). In the event of a conflict between these Terms and any other agreements, the Terms will prevail with respect to dentsu.Connect except where such agreement expressly supersedes specific provisions of these Terms.

I. INFORMATIONAL RESOURCE: Legacy to Current Terminology Cross-Reference

The following table offers a reference aid for existing Clients to relate legacy terminology to relevant concepts expressed within the Terms of Use.

Legacy terminology Current terminology Cross-Reference Summary
Merkury or M1 dentsu.Connect Our platform brand has pivoted from “Merkury” (also previously known as “M1”) to “dentsu.Connect” with legacy functionality spanning identity, data, and media, continuing and expanding to include new functionality and features including planning, creative, briefing, and AI/ML-enabled workflows.
Merkury Enterprise dentsu.Audiences Within the former Merkury branding, clients adopting platform functionality focused primarily on identity, tag, and data (often excluding media) functionality, “Enterprise” engagements involving Merkury reflected cases where clients integrated and utilize component functionality in unique ways.
(Merkury or M1) Explorer Audience Builder Explorer’s audience discovery, development, and deployment functionality is being retired in favor Audience Builder.
Identity Resolution, Terrestrial and Digital Consumer Recognition (TCR / DCR) dentsu.Identity Identity resolution and identity process management functionality for terrestrial (e.g., “Name and Address”) or digital (e.g., tag-enabled) have been consolidated under dentsu.Identity branding.
Merkury Tag or Digital Consumer Recognition (DCR) dentsu.Tag Website and email implementation of tag-enabled functionality, such as for site experience tracking, visitor identification, and email open event recognition, has been consolidated within dentsu.Tag branding, as a subset of dentsu.Identity.
Merkle ID, Merkury ID, MID, M1-ID, M-ID dentsu.ID Identifiers for maintaining persistent references to record sets (e.g., consumer, household, residence, business professionals) have been consolidated within dentsu.ID brand.
Merkury for Media Media Components References to multiple dentsu.Connect functionality bundled together in support of media planning, execution, management, and optimization transcend all subsets of dentsu.Connect, with features most commonly utilized appearing within Media Component grouping.
Merkury Clean Room dentsu.CleanRoom Clean Room term describes a technical method designed to support receipt, storage, and utilization of data for evaluation, measurement, and optimization analyses in a privacy considerate manner.
Merkury Activate or Merkury Bidder Media Components > Bidder dentsu.Connect functionality within the suite of Media Components designed to facilitate digital and television campaigns and media buys.
DataSource, Wallet, Life Events, Places, B2B Connect Proprietary Data Proprietary datasets are now aligned under dentsu.Data portfolio of data offerings. (including specialty classes such as Wallet, Life Events, Places, and B2B).
Merkury Panel or CCS CCS CCS reflects an example of dentsu’s Proprietary Data, as a consumer connection study which brings survey-based panel responses to life in support of marketing programs.
Marketplace Data Third-Party-Branded Data The dentsu.Data portfolio includes third-party data (generally referenced under supplier-provided branding/name) for use as a Marketplace-based data offering.
GenCX dentsu.AI Generative consumer experience (GenCX) reflects a set of machine learning and generative/agentic artificial intelligence functionality which has been woven into our foundational analytic layer “dentsu.AI”.

II. GENERAL TERMS

  1. DEFINITIONS 
    1. Ad Delivery Platform: A media company, publisher, platform, network, or other party that sells or attempts to sell ad inventory or facilitates delivery of targeted advertisements.
    2. Aggregated Data: Data that has been aggregated or summarized so that it cannot be used to identify any individual or household, provided such data is not connected to or reasonably capable of being associated with any individual or household.
    3. Authorized User: Dentsu personnel with access to dentsu.Connect and any personnel of Client or Client affiliates or Client (including Client affiliates’) third-parties who are authorized by both Dentsu and Client to access and use certain dentsu.Connect functionality for the benefit of Client.
    4. Client Data: Excluding Dentsu Data and Data Derivatives, any data independently submitted, generated, or made available to Dentsu or dentsu.Connect by or on behalf of Client. For clarity and with respect to these Terms, nothing herein or in any agreement between Dentsu and Client will cause aggregated or otherwise anonymized data produced by or through dentsu.Connect functionality (e.g., audience sizes, usage counts) to be considered Client Data or any similar term as defined in any other agreement between Dentsu and Client.
    5. Client Inputs: Any data, information, materials, software, hardware, and/or instructions provided by or on behalf of Client or Client’s affiliate(s).
    6. Cloud Hosting: The use of a third-party provider to supply infrastructure supporting computing and storage resources, whose infrastructure and services may be subject to additional terms.
    7. Confidential Information: Any information of either party and/or their affiliates, which is, or should be reasonably understood to be confidential or proprietary to the disclosing party, regardless of disclosure method. Confidential Information does not include information which: (a) is known to the receiving party prior to the disclosure by the disclosing party; (b) has become publicly known through no breach of these Terms or comparable terms; (c) was received by the receiving party from a third-party not reasonably known to be under an obligation of confidentiality; and (d) was independently developed by the receiving party without use of the disclosing party’s information.
    8. Data Derivatives: Any data derived from or informed by Dentsu Data, including, without limitation, audience lists, segment or profile codes, and model scores. Data Derivatives do not include Aggregated Data or the instructions used to create such data, provided that such instructions do not contain Dentsu Data and that the underlying Dentsu Data cannot be reverse engineered or associated with any individual person or household record.
    9. Data Services: The provisioning of Dentsu Data, Data Derivatives, list brokerage and rentals, data appends and enhancements, reverse appends, file enhancement, computer services, and data processing and analytical services.
    10. dentsu.Connect: The set of media, campaign, and data management applications, tools, and related software, including all configurations, modifications, enhancements, and analyses of usage data.
    11. Dentsu Data: Data furnished by Dentsu (or by Dentsu's suppliers or partners) for use by or for the benefit of Client, either directly or within dentsu.Connect.
    12. Dentsu Materials: including but not limited to all software, hardware, equipment, information, documentation, parts of dentsu.Connect, Dentsu Data, or similar items made available by or on behalf of Dentsu, excluding Client Data.
    13. Feedback: Any and all suggestions, comments, feature requests, and similar disclosures provided to Dentsu by Client, Client’s affiliates, or third-parties regarding the functionality, features, and other characteristics of dentsu.Connect or of the software, documentation, data or other materials provided or made available to Client in connection with dentsu.Connect.
    14. Order: An agreement executed by both parties, inclusive of subscription or license obtained through a Dentsu-authorized marketplace or platform, which details the provision and/or use of dentsu.Connect functionality or Dentsu Data.
    15. Personal Data (or Personal Information): Any information relating to an identified or identifiable individual or household, or information that is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to a particular individual or household.
    16. Rules: All applicable laws, rules, regulations, and industry guidelines and self-regulatory codes of conduct, including but not limited to the then-current Digital Advertising Alliance (the “DAA”) Self-Regulatory Principles (available at https://digitaladvertisingalliance.org/principles/), and guidelines of the Association of National Advertisers (https://www.ana.net).
    17. Virus: Any software program or code intended to corrupt, disable, destroy, damage, or otherwise interfere with the use of dentsu.Connect, other software, or data.
  2. OWNERSHIP; INTELLECTUAL PROPERTY 
    1. Dentsu grants Client (and, as expressly provided, Client’s affiliates) a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use applicable Dentsu Materials or Data Derivatives as expressed in and for the duration of the applicable Order.
      1. Other than the use rights agreed to in an Order, no right, title, or interest is transferred to Client in dentsu.Connect, any dentsu.Connect component or functionality, Dentsu Data, or Data Derivatives.
      2. dentsu.Connect components and functionality, Dentsu Data, and Data Derivatives are expressly excluded from any definition of deliverables or similar terms, and are not considered works for hire.
    2. Other than the use rights as expressed herein or otherwise agreed to in an Order, no right, title, or interest is transferred to Dentsu in and to any Client Inputs, including all enhancements, modifications, improvements, and derivative works thereto developed independent of dentsu.Connect and Dentsu Data. Client hereby grants to Dentsu a non-exclusive and royalty-free license to:
      1. use Client Inputs as necessary to: (i) provide dentsu.Connect functionality and related Dentsu services, and (ii) generate Aggregated Data for analytics, improvement, and benchmarking, provided such Aggregated Data does not identify Client or any individual;
      2. collect usage and operations data regarding use of dentsu.Connect, Dentsu Data, and Data Derivatives to improve products and services, provided such usage details does not expose individual or household information; and
      3. utilize any and all Feedback from Client, its affiliates, or respective Authorized Users, understanding that: (i)Feedback is voluntary and may be used by Dentsu without obligation or restriction; and (ii) while Feedback is deemed non‑confidential, dentsu will not publicize Client as origin of any such Feedback except as expressly agreed by the parties.
    3. Client will have a perpetual license to retain and use (subject to the bounds of the applicable Order and these Terms):
      1. the identifier assigned by dentsu.Connect to a consumer record where such consumer record is owned (or licensed) by Client independent of: (i) dentsu.Connect, and (ii) Services provided by Dentsu; and
      2. Aggregated Data, regardless of whether informed by Dentsu Data.
  3. CONFIDENTIALITY 
    Each party will treat as proprietary and will maintain in confidence all Confidential Information of the other and will not, without the express prior written consent of such other party, disclose such Confidential Information or use any such Confidential Information other than in furtherance of its obligations hereunder. A party receiving Confidential Information will restrict possession, knowledge, development and use of such information to its employees, agents, Affiliates and Subcontractors to the extent they have a need to know the information and may not use the Confidential Information for any other reason than to perform its obligations under these Terms and applicable Order, except as provided herein, without the express written consent of the disclosing party. Each party will employ the same measures that it uses to protect its own Confidential Information, which will not be less than reasonable, to protect the Confidential Information of the other party from unauthorized or inadvertent use or disclosure. In the event that the receiving party receives a request from a third-party requiring the production of information pertaining to the disclosing party, the receiving party will give the disclosing party prompt notice, to the extent permitted by law. The disclosing party will hold the receiving party harmless from and be responsible for any reasonable costs or expenses incurred by the receiving party as a result of such disclosing party’s request(s).
    At the disclosing party’s request, the receiving party will destroy (or return to the disclosing party) its applicable Confidential Information, and the receiving party may keep copies only for archival purposes as required to comply with applicable laws.
  4. OPEN SOURCE, LICENSED AND THIRD-PARTY SOFTWARE 
    1. dentsu.Connect functionality may utilize open-source and third-party software, which may not be used separately from dentsu.Connect unless expressly permitted in writing in an applicable Order. Where Dentsu has licensed certain software to Client in support of dentsu.Connect functionality, such as application or modules within Client’s cloud-hosted environment performing Identity Resolution processing or delivery of audiences to Ad Delivery Platforms, the terms of such third-party license are supplemental to these Terms.
    2. Where dentsu.Connect functionality utilizes open-source or third-party software, and such software is subject to additional license terms, Dentsu will notify Client of relevant components and associated license conditions. Provision of applicable dentsu.Connect functionality is conditioned on Client acceptance of such license conditions.
    3. Client’s access to certain functionality or data may be subject to additional third‑party terms or acceptable use policies. Provision of such features is conditioned on Client’s acceptance and compliance with such terms, which Dentsu will identify in the applicable Order or related documentation.
  5. REGARDING ARTIFICIAL INTELLIGENCE; COMMUNICATIONS 
    1. Some dentsu.Connect functionality may use artificial intelligence (“AI”) technology, including, without exception, generative and agentic AI.
      1. Self-service support features utilize AI to assist in categorizing, triaging, and responding to chat inquiries and email support requests.
      2. Where AI is utilized in dentsu.Connect, Dentsu will make reasonable efforts to make such AI technology apparent to Authorized Users and recipients of Dentsu communications where such communications are generated or informed by AI.
      3. While Dentsu strives for accuracy in AI-supported services, details provided may reflect errors. Authorized Users and communications recipients are responsible for reasonable consideration of information provided. Contacting Dentsu support where errors (whether suspected or confirmed) are encountered will assist us in improving the Platform.
    2. Except as otherwise stated in the applicable Order or otherwise agreed by Client:
      1. Client Inputs may be used by Dentsu within AI components.
      2. dentsu.Connect functionality is not trained on Client Inputs; rather, dentsu.Connect functionality uses AI to evaluate Client Inputs relative to Dentsu services.
      3. Where applicable, AI components may be fine-tuned to optimize processing and results.
      4. Dentsu will not train AI components within dentsu.Connect on Client’s Personal Data in a manner that allows Dentsu to retain more than Aggregated Data beyond the term of the applicable Order.
    3. Client may not use Dentsu Data or Data Derivatives in any AI technology, except as expressly authorized in an applicable executed Order which specifies each particular AI technology employed, what Dentsu Data and/or Data Derivatives are utilized, and the set of clearly defined and limited use cases. Where use of AI technology is authorized, such authorization is conditioned on the following:
      1. Dentsu Data and Data Derivatives may only be used in private and secured instances of applicable AI technology where Client is the sole beneficiary. Neither the provider of such AI technology nor any third-party, may benefit from or retain Dentsu Data or Data Derivatives introduced.
      2. Any training of, tuning of, or other improvement to AI technology resulting from Dentsu Data or Data Derivatives must be sufficiently reversible so as to honor these Terms, and the scope and duration of applicable Orders, including, without exception, (i) deletion of particular records (such as pursuant to a data subject request), (ii) deletion of particular segments or sets of data (such as pursuant to a data refresh or revision to license), and (iii) deletion of all data (such as pursuant to expiration or termination of applicable Order).
    4. Dentsu may send communications regarding dentsu.Connect (including, without limitation, notices, incident alerts, maintenance notifications, product announcements, and release notes) to Client and its Authorized Users.
  6. DIRECT ACCESS TO DENTSU.CONNECT FUNCTIONALITY 
    Client agrees to the following:
    1. Client will ensure that access credentials assigned to a particular Authorized User of Client are not shared with other individuals or used by more than one individual or on multiple devices concurrently.
    2. Client will ensure that its Authorized Users do not access or utilize data within or delivered by dentsu.Connect functionality in a manner that attempts to defeat or circumvents the pseudonymization or aggregation of Personal Data.
    3. Client accepts responsibility for any act or omission by such Authorized Users in connection with their use of dentsu.Connect.
  7. RESPONSIBILITIES 
    1. Mutual Responsibilities:
      1. Each party will provide consumers with necessary notices and opportunities to exercise data subject rights requests in accordance with the Rules and its privacy policy.
      2. Each party will, upon the other party’s reasonable request, cooperate in good faith to update any terms to address changes in Rules.
      3. Each party will reasonably support the other party in fulfilling its obligations under Rules, particularly with respect to addressing consumer elections regarding data use and privacy.
      4. Each party agrees to implement and maintain industry-standard physical, technical, and administrative security measures designed to prevent unauthorized access, misuse, alteration, or disclosure of the other party’s data, systems, materials, or other confidential information (“Security Measures”).
      5. Each party (as the “Breached Party”) shall notify the other party within seventy-two (72) hours of becoming aware of a confirmed unauthorized access, use, disclosure, loss, or processing of the other party’s data, systems, materials, or other Confidential Information (“Security Incident”). The Breached Party shall, immediately and at its own expense, investigate such Security Incident and shall take all measures reasonably necessary to investigate and remediate such Security Incident. During such investigation, Breached Party shall, at its own cost, provide periodic updates to other party regarding its investigation, and shall, upon completion of such investigation provide the other party with a report (which shall be Breached Party’s Confidential Information) detailing how the Security Incident occurred, which of the other party’s Confidential Information was involved in the Security Incident, and a summary of Breached Party’s remediation activities.
        1. In the event of a Security Incident, Breached Party shall cooperate with the other party and comply with any reasonable requests of the other party in connection with such Security Incident.
    2. Client Responsibilities:
      1. Client will ensure that any Client Inputs conform to dentsu.Connect specifications, and will accept responsibility for, and take, any necessary corrective actions if Client Inputs do not conform to dentsu.Connect specifications.
      2. Client has confirmed and will ensure that all Client Inputs, when used as permitted by these Terms, applicable Order, and any other applicable agreement between the parties, will not infringe or misappropriate any intellectual property rights; violate any moral, literary, privacy, publicity, or other right of any individual or entity; or cause Dentsu to be in violation of applicable Rules.
      3. Client will not include Personal Data for any minors (defined as individuals under eighteen years of age or such age as may be specified under applicable laws) within any Client Data or list intended to receive Data Services. Client accepts all responsibility and liability arising from the provision of such data to Dentsu.
      4. Client will, and will ensure that Client’s Authorized Users, adhere to all applicable terms and conditions of any Ad Delivery Platform or similar third-party service provider used in connection with dentsu.Connect or data provided by Dentsu.
      5. Client will and will ensure Client’s Authorized Users, discontinue use of Dentsu Data and Data Derivatives promptly (not to exceed the lesser of: (i) timeframe dictated by Rules and (ii) thirty (30) calendar days) following Client's receipt of deletion instructions from Dentsu.
      6. Client will provide, and will ensure Client’s Authorized Users, provide, Dentsu with access to systems and reports reasonably necessary to conduct, monitor, and measure usage of dentsu.Connect functionality and Dentsu Data.
        1. Usage Information. In the case of usage of Dentsu Data or Data Derivatives, such as in media activation, Client will ensure that usage information is provided to Dentsu within ten (10) business days following the conclusion of each month in which such data is used. Usage information will include details reasonably necessary to support calculation of charges to Client and fees from Dentsu suppliers, such as (1) applicable Client brand(s) and/or teams; (2) channel or media; (3) Ad Delivery Platform; (4) unique identifier and/or descriptive name of campaign; (5) usage period date range; (6) information specific to Ad Delivery Platform, such as placement name/identifier, ad set name identifier, and audience identifier; (7) Dentsu Data and Data Derivatives used; and (8) related usage volumetrics for the usage reporting period, such as impressions served, media spend, and ad clicks.
    3. Dentsu Responsibilities:
      1. Dentsu will ensure dentsu.Connect functions as designed and will work to expediently restore functionality disruptions.
      2. Dentsu may retain details applicable to use of dentsu.Connect functionality, Dentsu Data, and Data Derivatives for as long as such use is authorized under any applicable Order, or longer as reasonably necessary to assess fees and fulfill Dentsu’s obligations to its suppliers, provided Dentsu continues to honor its confidentiality obligations with respect to such usage information.
      3. Dentsu is not responsible if Client is unable to use dentsu.Connect fully or at all, or for any performance or functionality issues, except that Dentsu will use reasonable efforts to investigate and correct such issues or provide a workaround.
  8. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS  
    1. Mutual Representations and Warranties.
      Each party (for itself, its affiliates, and their Authorized Users) represents and warrants to the other that:
      1. all data and materials it provides to the other party pursuant to any applicable Order, and the other party’s use of such data and materials, is as permitted by these Terms and such Orders;
      2. it has the necessary rights to all data and materials it provides to the other party, and no additional permissions are required from third-parties for use of such data within dentsu.Connect as permitted in these Terms and applicable Order(s); and
      3. it will comply with all Rules and its privacy policy.
    2. Client Representations and Warranties.
      Client represents and warrants to Dentsu that:
      1. except to the extent expressly stated otherwise in an applicable Order, it is not and will not operate as a reseller or sub-licensor of dentsu.Connect functionality, Dentsu Data, or Data Derivatives, and it accepts responsibility for the acts or omissions of any third-party it authorizes to access such functionality or data as its own;
      2. it will not:
        1. use dentsu.Connect functionality, Dentsu Data, or Data Derivatives for the benefit of any party other than Client (except as expressly provided in the applicable Order);
        2. use or attempt to use dentsu.Connect functionality, Dentsu Data, or Data Derivatives for the provision of consumer credit, insurance underwriting, employment decisions, tenant screening, or for any other purpose covered by the federal Fair Credit Reporting Act (15 U.S.C Sec. 1681 et seq.);
        3. copy or otherwise reproduce, retransmit, republish or transfer for any purpose any Dentsu Data or Data Derivatives except (1) as expressly provided in an applicable Order, (2) as necessary to comply with applicable law, or (3) as required to comply with Client's documented security and system back-up protocols, provided that such copies are not restored or used in violation of these Terms and are destroyed in the ordinary course of business;
        4. associate Aggregated Data with an individual or household;
        5. associate pseudonymous Personal Data within Dentsu Data or Data Derivatives with (1) directly identifiable Personal Data (e.g., name and address, email address), or (2) data which may be used to re-identify underlying individuals or households;
        6. use dentsu.Connect functionality, Dentsu Data, or Data Derivatives, or request or cause Dentsu to receive or process any data concerning individuals residing outside the agreed territories (e.g., United States) expressed in the applicable Order(s);
        7. use audiences developed for use on a given Ad Delivery Platform or data informed by an Ad Delivery Platform for purposes of targeting audiences on a different Ad Delivery Platform;
        8. will not transmit personal health or other forms of sensitive data (“Sensitive Data” as defined under Rules) to Dentsu without Dentsu’s express written approval (email acceptable);
      3. To the extent the Client provides its affiliates or third-parties with access to dentsu.Connect functionality, Dentsu Data, or Data Derivatives, Client:
        1. will ensure such third-parties are contractually bound to terms no less restrictive than those expressed herein, within the applicable Order, and any other applicable agreement between the parties; and
        2. accepts responsibility for the acts and omissions of such third-parties as if such actions were Client’s own; and
      4. Client will comply with all applicable export control, trade compliance, and sanctions laws in connection with its use of dentsu.Connect, Dentsu Data, and Data Derivatives, and will not put Dentsu in breach of any such laws.
      5. Client will not use dentsu.Connect or Dentsu Data for any unlawful, discriminatory, deceptive, or abusive purpose; for any eligibility determinations regulated by law (including under FCRA/GLBA or similar); to contact any individual in contravention of relevant Do Not Contact registries or opt‑outs; or, except as expressly approved in an Order, to attempt to re-identify data.
    3. Dentsu Disclaimers, Representations and Warranties.
      1. Dentsu disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation, to the maximum extent permitted by law.
      2. dentsu.Connect, Dentsu Data, and all related services are provided “as is” and “as available”, without warranties of any kind except as expressly stated in these Terms. Any use or reliance upon dentsu.Connect platform or Dentsu Data by Client shall be at its own risk.
      3. Dentsu represents and warrants that it has the right to provide access to dentsu.Connect and will comply with applicable laws in providing the Platform.
  9. SUSPENSION; TERMINATION 
    1. Dentsu may suspend use of dentsu.Connect, Dentsu Data, or Data Derivatives if:
      1. required to comply with applicable laws; or
      2. to prevent risk to other users or Dentsu’s suppliers or partners.
      Dentsu will use reasonable efforts to provide advance notice to Client, and reinstate access as soon as practicable.
    2. Either party may terminate these Terms and use of dentsu.Connect, Dentsu Data, or Data Derivatives for material breach, subject to advance written notice to the other party detailing the breach and a fourteen (14) calendar day opportunity to cure (if the breach is capable of remedy).
    3. Either party may terminate these Terms or use of dentsu.Connect, Dentsu Data, or Data Derivatives at any time upon not less than thirty (30) calendar days’ prior written notice to the other party.
    4. Notwithstanding the foregoing, termination of these Terms does not alter either party’s commitment to perform relative to its other obligations expressed in any other agreement between the parties, including, without limitation, Client obligations to pay applicable fees expressed in an Order.
  10. EFFECT OF EXPIRATION OR TERMINATION 
    Upon expiration or earlier termination of each applicable Order:
    1. Upon effective date of expiration or earlier termination of these Terms or an applicable Order, Client will immediately cease any further use of dentsu.Connect functionality, Dentsu Data, and Data Derivatives.
      1. Client will be responsible for its retrieval of any Client Data on a self-service basis, such as by using its Authorized Users' access to applicable dentsu.Connect functionality (if any).
      2. Any Dentsu support in retrieval of Client Data (to the extent such support is mutually agreed in writing, email to suffice) will be charged on a time and materials basis.
    2. Upon the effective date of expiration or earlier termination of these Terms or an applicable Order, Dentsu will immediately cease further use of Client Inputs except as reasonably necessary to wind down applicable services, such as for final reporting of data usage and billing for applicable fees.
    3. Each party will promptly (not to exceed thirty (30) days following expiration or earlier termination date) remove from its files, computers, and systems (inclusive of its respective Authorized Users ) all copies of the other party’s data and materials (including derivatives thereof). Each party may retain backup copies pursuant to its written backup policies and as necessary to comply with applicable law, provided such copies are:
      1. not restored for any use (except to comply with applicable law), and
      2. used and destroyed solely as part of routine backup procedures in the ordinary course of business.
    4. Notwithstanding the generality of other obligations to delete the other party’s data, Dentsu may retain and use Client Inputs, derivatives thereof, and output of dentsu.Connect as reasonably necessary to complete applicable services (e.g., reporting of data usage, billing for applicable fees), and only for so long as required to fulfill such purposes.
    5. Client will pay, within thirty (30) days following expiration or earlier termination date, all outstanding fees associated with dentsu.Connect and related services, including, without limitation, usage-based fees, the remaining balance of any fixed fees (such as fixed license fees through the end date of an applicable license), and any non-cancelable fees, costs, or expenses incurred or otherwise committed prior to the effective date of termination.
    6. Upon termination or expiration, the provisions that are intended to survive shall survive, including Section J (to the extent there are unpaid services fees through the date of termination or expiration).
  11. INDEMNIFICATION 
    1. Client will defend, indemnify and hold harmless Dentsu and its Affiliates, including all of its and their directors, officers, employees, agents, shareholders, partners, members or other owners, against any and all third-party actions, suits, proceedings, claims, judgements, damages, costs and expenses, including reasonable outside attorney’s fees arising out of (a) Dentsu’s use of Client Data; and (b) Client or its Authorized Users of Dentsu Data.
    2. Dentsu will defend, indemnify, and hold harmless Client and its Affiliates including all of its and their directors, officers, employees, agents, shareholders, partners, members or other owners, against any and all third-party actions, suits, proceedings, claims, judgements, damages, costs and expenses, including reasonable outside attorney’s fees arising out of claims that dentsu.Connect or Dentsu Data, when used in accordance with these Terms and applicable Orders, infringes any patent, copyright, or trade secret. Dentsu’s obligations do not apply to claims arising from (i) combinations with materials not supplied by Dentsu; (ii) modifications not made by Dentsu; or (iii) use outside of the permitted scope outlined in the Terms hereunder.
  12. LIMITATION OF LIABILITY 
    1. Except for liability that cannot be excluded by law, neither party shall be liable for indirect, incidental, special, or consequential damages, including but not limited to lost profits, lost revenue, or loss of data.
    2. Dentsu’s liability for loss of Client Data, except in cases involving Client’s Personal Data or breach of Confidential Information, is limited to commercially reasonable efforts to restore data from the last available backup, provided Client has maintained appropriate backups.
  13. ASSIGNMENT 
    1. Neither party may assign its rights or obligations under these Terms without the written consent of the other party; provided, however, that either party may assign its rights and obligations, without such consent, to an affiliate or successor in connection with a merger, consolidation, reorganization, or sale of substantially all assets, provided that the assignee agrees in writing to be bound by these Terms.
  14. GOVERNING LAW AND JURISDICTION 
    1. In the absence of the specification of governing law and jurisdiction in another agreement executed between the parties, these Terms shall be governed by and construed in accordance with the laws of the State of New York, with exclusive jurisdiction in the state and federal courts located in New York, New York.
  15. AMENDMENTS AND UPDATES 
    1. Dentsu may update these Terms from time to time. Continued use of dentsu.Connect, Dentsu Data, or Data Derivatives following the effective date of any changes constitutes acceptance of the updated Terms. If Client does not accept the updated Terms, Client must immediately cease use of dentsu.Connect, Dentsu Data, and Data Derivatives.
  16. MISCELLANEOUS 
    1. These Terms constitute the entire agreement regarding use of dentsu.Connect, Dentsu Data, and Data Derivatives, superseding all prior agreements or understandings relating to its subject matter.
    2. If any provision of these Terms is found invalid or unenforceable, the remainder will remain in effect.
    3. No waiver of any breach will be deemed a waiver of any subsequent breach.
    4. Except as expressly stated otherwise in these Terms, no third-party will have any rights to enforce any provision of these Terms.
    5. Support and System Availability:
      1. Dentsu will use commercially reasonable efforts to provide access to dentsu.Connect functionality and Dentsu Data during standard business hours; however, Dentsu does not guarantee uninterrupted access and expressly disclaims any obligation to maintain availability outside of business hours unless otherwise agreed in writing.
    6. Dentsu reserves the right to temporarily suspend access to the platform for maintenance or system updates, including to ensure the continued performance, security, and reliability of the platform and data. Dentsu will use reasonable efforts to provide advance notice and schedule such maintenance during off-peak hours to minimize disruption.
      1. Certain functionality may be identified as beta, preview, or pre‑release. Such features are provided ‘as is’, may be modified or discontinued at any time, and are excluded from service level commitments and warranties.
    7. Except as otherwise provided in a given Order, fees for use of dentsu.Connect shall reflect the rates prevailing at the time.
    8. dentsu reserves the right to suspend access to or rights within dentsu.Connect, and Dentsu Data if:
      1. dentsu reasonably believes such access would violate the rights of dentsu or other third-parties; or
      2. If Client fails to pay undisputed fees within the payment period.
    9. From time to time, at the reasonable prior written request of dentsu, Client shall provide dentsu with information reasonably requested by dentsu and, to the extent requested by dentsu, a certification to attest to its compliance with the applicable Order and these Terms of Use.
    10. To comply with any changes to Rules, dentsu may withdraw, decline to provide, or change the terms related to the impacted dentsu.Connect functionality, or Dentsu Data upon reasonable notice to Client. If such change materially negatively impacts Client’s use of dentsu.Connect, Client may terminate the use of dentsu.Connect from the impacted Order.
    11. Each party shall maintain appropriate levels of cybersecurity and data protection insurance to cover any data regulatory investigation and finding, data breach and any and all related consumer and other notifications in accordance with Rules.
    12. Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, excluding payment obligations, including acts of God, war, terrorism, labor disputes, government actions, failures of common carriers or internet service providers, or cloud provider outages.
    13. All notices under these Terms shall be in writing and delivered by recognized courier, registered mail, or email to the notice of contacts identified in the Master Service Agreement. In the event that a Master Service Agreement is not in place, the parties will use the address in the applicable Order. Notices are deemed given upon receipt (or, for email, upon confirmation of delivery).

III. COMPONENT SPECIFIC TERMS

III. COMPONENT SPECIFIC TERMS

A. IDENTITY RESOLUTION

The terms of this Section are intended to be read in conjunction with Section II (General Terms) and together govern the implementation and use of the functionalities described herein.  In the event of a conflict between the terms specific this functionality section, and the General Terms, the terms specific to the functionality shall prevail.
  1. Identity resolution functionality within dentsu.Connect (“Identity Resolution”) reflects the processing of Personal Data and relatable event signals to match and associate such inputs with Dentsu’s identity reference data (as a part of Dentsu Data, “Resolution Data”).
  2. To the extent offered as part of an Order, or otherwise upon Client providing applicable Client Inputs (including, without limitation, consumer name and address, email/hashed email, device identifier, ad serving event, site visitor event), Client agrees to the following processing by Dentsu and/or Dentsu-authorized sub-processors:
    1. receipt of Client Inputs provided in accordance with applicable specifications, and storage of such Client Inputs within Dentsu systems;
    2. perform data standardization, hygiene, and/or correction;
    3. evaluating applicable data and matching to Resolution Data;
    4. assigning and maintaining pseudonymous identifiers; and
    5. storing results of processing within Dentsu systems, and as mutually agreed by the parties distributing applicable processed data to Client or third-party.
  3. Except as expressly approved in an applicable Order, Client may not request the processing of any data for Identity Resolution or distribute the outcome of Identity Resolution processing for the benefit of any third-party.
  4. Client will not use or permit any third-party to use Identity Resolution for consumer credit purposes, consumer insurance underwriting, employment purposes, tenant screening purposes, or for any other purpose(s) covered by the federal Fair Credit Reporting Act (FCRA) or any similar federal, state statute, rules, or regulations.
  5. Client will not:
    1. access, infer, reverse engineer Resolution Data beyond the scope or term of an applicable Order;
    2. copy or otherwise reproduce, retransmit, republish, or transfer for any purpose any Resolution Data except as strictly necessary to comply with applicable law, provided that such copies are (i) not used in a manner that circumvents rights and limitations of these Terms or applicable Order, and (ii) destroyed in the ordinary course of business; or
    3. use identifiers assigned by Identity Resolution processes for purposes of creating, enhancing, or maintaining any consumer database, directory, or similar listing which may be used for any third-party’s benefit.
  6. USPS Flow Down Terms
    1. Dentsu leverages a variety of products from the United States Postal Service (“USPS”), including National Change of Address ("NCOA") and Delivery Segment Locator version 2 (“DSF2”). Certain terms, such as those of the DSF2 License (https://postalpro.usps.com/dsf2/DSF2_License), require us, as a licensee of USPS technology, to flow down certain provisions to our customers and clients which inure to the benefit of USPS. Except as expressly provided otherwise in an Order:
      1. USPS technology and resultant data may be used solely for Client’s benefit, and solely for Client’s preparation and submission of mailpieces to the USPS for acceptance and delivery. Client will maintain the confidentiality of all USPS materials and will not disclose such materials to any third-party, in which USPS retains all rights, title, and interest.
      2. Client may not use (either directly or through a third-party) data resulting from USPS technology to generate or compile address records not already in Client’s possession.
      3. Client accepts USPS retains the right to seek relief and recovery of damages available under law for any Client violation of applicable terms and constraints regarding USPS technology and resultant data.
III. COMPONENT SPECIFIC TERMS

B. DIGITAL TAG

The terms of this Section are intended to be read in conjunction with Section II (General Terms) and together govern the implementation and use of the functionalities described herein.  In the event of a conflict between the terms specific this functionality section, and the General Terms, the terms specific to the functionality shall prevail.
  1. Digital tagging functionality within dentsu.Connect (“Tag”) reflects the processing of digital signals, such as those associated with visits to mutually agreed and configured websites (“Websites”) and actions taken relative to mutually agreed and configured emails (“Tagged Emails”), to match and associate such signals with Dentsu’s identity reference data (“Resolution Data”) and, to the extent in scope of an Order, Client Data.
  2. Where provided in an applicable Order, Dentsu will supply code for the Client to implement, which will invoke Dentsu’s digital signal evaluation processes on Websites (e.g., on-page Javascript, website server-to-server integration) and/or Tagged Emails (each an example of a Tag use case).
  3. Regarding its implementation of Dentsu’s digital Tag, Client:
    1. will implement Tag according to Dentsu’s specifications, only on the mutually agreed Websites and/or Tagged Emails, and only in accordance with the use stated in the applicable Order;
    2. will maintain consent management or similar technology to ensure all data collected by the Tag is permitted for the agreed uses;
    3. will configure its implementation of the Tag to not initiate Tag fire events where the consumer is known to have opted out of applicable identity resolution or tracking and where required by Rules;
    4. will configure its implementation of the Tag to pass mutually agreed data to Dentsu;
    5. authorizes Dentsu to use logs resulting from Tag fire events for purposes of evaluating the identity of visitors and processing as necessary to perform the agreed services; and
    6. will not expose personal health information or sensitive Personal Data (each as may be defined in applicable Rules) in conjunction with a Tag fire event.
  4. Where Client intends for Tag event data to be associated with applicable Client Data (such as Client customer records), Client agrees that:
    1. Identity Resolution Terms apply to processing of such Client Data;
    2. any consumers not associated with such Client Data will be considered prospective customers of Client; and
    3. unless expressly stated otherwise in an applicable Order relating to Tag functionality, Dentsu may retain and utilize hashed forms of applicable Client Data to improve its Linkage Dataset.
  5. Client accepts the following with respect to use of the Tag:
    1. Client is solely responsible for providing and maintaining any and all disclosures required by Rules.
    2. Client acknowledges that third-party data may be used to identify visitors or obtain information about such visitors.
  6. To the extent Client implements and invokes the Tag, Client grants dentsu the right and license to:
    1. accept and evaluate Tag fire event data;
    2. match consumers in Tag fire event data and related logs to Resolution Data;
    3. assign and maintain pseudonymous identifiers;
    4. perform analysis of the characteristics of consumers identified during Tag fire event processing;
    5. utilize Tag fire event data, logs, and processing results as applicable to an Order.
  7. Client acknowledges that dentsu maintains a proprietary dataset containing linkages of device and similar identifiers to email hashes (as a part of Resolution Data, “Linkage Dataset”). Client agrees that:
    1. log detail generated by Tags (such as date of hashed email addresses, IP address, date of email send, click, open, conversion, etc.) are the non-exclusive property of both Client or Dentsu; and
    2. except as otherwise agreed in an applicable Order, Dentsu may retain such Tag log data in, and Client has no right or license to, the Linkage Dataset.
  8. Except as expressly approved in writing by the parties , Client must not submit and Dentsu will not intentionally collect nor store the following types of Client Data via Tag:
    1. financial account numbers or access codes (e.g., bank account or credit card numbers or PINs);
    2. government identification numbers (e.g., driver’s license, passport);
    3. protected health information or other sensitive Personal Data as defined in applicable Rules; or personally identifying information about children under the age of sixteen.
  9. Client will not use identifiers assigned by the Tag for purposes of creating, enhancing, or maintaining any consumer database, directory, or similar listing for the benefit of any third-party.
III. COMPONENT SPECIFIC TERMS

C. DATA

The terms of this Section are intended to be read in conjunction with Section II (General Terms) and together govern the implementation and use of the functionalities described herein.  In the event of a conflict between the terms specific this functionality section, and the General Terms, the terms specific to the functionality shall prevail.
  1. Dentsu offers a variety of proprietary and third-party branded data, including Dentsu Data, Data Derivatives, list brokerage and rentals, data appends and enhancements, reverse appends, and data processing and analytical services (collectively, “Data Services”). To the extent Data Services are included pursuant to an applicable Order for use in one or more specified geographic territories, these Data Terms remain in effect for so long as Dentsu Data or Data Derivatives are in the care, custody, or control of Client, any Client, Authorized Users, or any third-party operating on behalf of Client.
  2. In addition to the General Terms and the terms of this Data section, to the extent Client provides Personal Data (such as to append Dentsu Data to Client Data), Client agrees that the Identity Resolution Terms apply.
  3. Definitions
    1. “Brokered Data” means any Third-Party Branded Data procured for specific use (such as a brokered or custom list) by Dentsu.
    2. “Marketplace Data” means any Third-Party Branded Data available for use by Authorized Users.
    3. “Proprietary Data” means any Dentsu Data offered under Dentsu (or Dentsu affiliate) entity brand.
    4. “Specialized Data” means any Proprietary Data other than DataSource, and subject to additional terms as provided to Client (email to suffice).
    5. “Third-Party Branded Data” means any Dentsu Data offered under any third-party entity brand (i.e., other than Dentsu or Dentsu affiliate), and subject to additional terms as provided to Client (email to suffice).
    6. “Third-Party Processor” means any third-party entity engaged by Client to receive Dentsu Data solely for the purpose of performing information processing services in conjunction with the Data Services.
  4. Data Restrictions
    1. Resale Prohibition. Client will not resell or sublicense, or otherwise provide or disclose any Dentsu Data to any third-party (other than a Third-Party Processor) for any purpose other than as permitted under the applicable Order.
    2. Manner of Use.
      1. Client will use the Dentsu Data in accordance with all Rules and in a manner which gives due consideration to matters concerning privacy, confidentiality, and security.
      2. Under no circumstances will Client attempt, directly or indirectly, to discover or reverse engineer any Dentsu confidential information developed or used by Dentsu in performing any Data Services.
      3. Except as permitted in an applicable Order:
        1. Client will use the Dentsu Data and Data Derivatives only for its own purposes, benefit, and only as specifically provided in an applicable Order;
        2. the Dentsu Data may not be merged or incorporated with any other file or data in a manner which impairs Client’s ability to honor its obligations herein;
        3. none of the Dentsu Data may be used to (a) develop any list, enhancement or product or (b) prepare, publish, clean, or maintain any list, database, or directory for the benefit of any third-party;
        4. Client shall not tamper with, repair, decompile, disassemble, decode, or reverse engineer any Dentsu Data or Data Derivatives, in whole or part, or any of the processes or variables utilized in the development thereof, or act, or fail to act in such a way to attempt or to permit any of the foregoing;
        5. Client will not copy or otherwise reproduce any Dentsu Data except as necessary to comply with Rules or as required to comply with Client’s standard security and system back-up protocols, provided that such copies are not used or disclosed to any third-party and are destroyed in the ordinary course of business; and
        6. the Dentsu Data and Data Derivatives may not be used to predict or develop a model that would predict the efficacy or suitability of any treatment for a medical condition, or the propensity for a consumer to fulfill or use a prescription drug or medical device.
      4. Removal of Data. To the extent that Dentsu notifies Client of a need to remove certain Dentsu Data (such as in response to a data subject’s rights request)), Client shall cease use of such Dentsu Data, and promptly (not to exceed fifteen (15) days following request) take action (e.g., delete) relative to both Dentsu Data and all related Data Derivatives as directed by Dentsu.
        1. Client agrees that it shall cause an authorized person to provide certification of destruction to Dentsu promptly following Dentsu's request.
        2. Client’s access to Dentsu Data and Data Services may be suspended at Dentsu’s sole discretion if it reasonably believes that Client’s use of the Dentsu Data or Data Services is not in accordance with these Terms or applicable Order.
      5. Supplemental Data Terms. Client’s use of Specialized Data, Third-Party Branded Data, Brokered Data, and Marketplace Data shall be subject to those additional terms and conditions provided to Client in advance of Client use (email shall suffice). Any such additional terms and conditions, which supplement these Terms, will be binding upon (1) incorporation into an Order or other agreement between the parties, or (2) use of such data following Client’s receipt of additional terms.
      6. Data Refreshes. In support of honoring consumers’ data use elections, Client will ensure Dentsu Data and Data Derivatives are regularly refreshed or promptly deleted within Authorized Users systems (e.g., Ad Delivery Platforms). Except as expressly authorized in an applicable Order, Client use of audience data informed by Dentsu Data will not exceed one hundred twenty (120) days following delivery of such data or the term of the applicable Order governing such data use.
    3. Data Overlay Use. Unless expressly specified otherwise in the applicable Order, in no event will Dentsu Data provided to append or enhance lists provided by or for Client be used more than twelve (12) months after delivery or beyond conclusion of the applicable Order.
    4. List Use. Unless expressly stated in an applicable Order, Client is not permitted to use any list provided by Dentsu more than twelve (12) months after delivery or beyond conclusion of the applicable Order. However, the foregoing shall not prohibit Client from retaining Client Data pertaining to list members to the extent (a) such list members directly communicated with Client (such as responding to a Client solicitation) and (b) Client does not refer to the original list or Data Derivatives of such a list, including, without limitation, whether the member was included in a list or the selection criteria applied in generating such a list.
    5. Marketing Content. Client will safeguard against the use of Dentsu Data and Data Derivatives for: illegal gambling services, pornography, adult entertainment, sexual paraphernalia, tobacco products, firearms or ammunition, pirated or counterfeited goods, or any other good or service illegal in the place where it is sold or consumed, including without limitation, data uses which discriminate on the basis of race, gender, religion, sexual orientation, or in any way that could be deemed unfair, predatory, deceptive or abusive under Rules.
    6. Location of Data. Client will not transfer to or access/use any Dentsu Data or Data Derivatives from a location outside of the geographic territories approved in the applicable Order.
    7. Audit. For a period of at least three (3) years after each marketing communication, Client will maintain accurate and complete records pertaining to the use of Dentsu Data and Data Derivatives, including, (a) the nature of marketing communication; (b) the criteria or parameters used to develop any distribution list relative to Dentsu Data and Data Derivatives for such marketing communication; and (c) the method and location of use by Client. Dentsu may share such usage details with its partners and data suppliers as reasonably necessary to comply with its contractual obligations, provided that such records are deemed to be Client’s Confidential Information.
    8. Financial, Pricing, and Credit Laws.
      1. Client represents and warrants that it will not:
        1. merge the Dentsu Data with any data elements, products, or services that are subject to the Fair Credit Reporting Act (“FCRA”) or Gramm-Leach-Bliley Act;
        2. take any action in connection with any applicable Order that would cause the other party to be in violation of the federal FCRA, including the rules implementing the FCRA (15 U.S.C. §§ 1681 et seq.), and similar federal, international, state or local statutes, rules, and regulations;
        3. use the Dentsu Data to determine or inform pricing for products or services to individuals in violation of Rules;
        4. use any Dentsu Data or Data Derivatives in a manner that would render such data a “consumer report” as defined by the FCRA, such as for use as a factor in establishing any consumer’s eligibility for (a) credit or insurance used primarily for personal, family or household purposes, (b) employment purposes, or (c) other purpose authorized by the FCRA, or any corresponding state credit reporting law; or
        5. use Dentsu Data or Data Derivatives in a manner which: (i) is subject to the FCRA or the Equal Credit Opportunity Act (15 U.S.C. §§ 1691 et seq.); or (ii) violate pricing discrimination or similar laws, regulations, ordinances or rules.
      2. Dentsu is not a ‘consumer reporting agency’ and does not maintain a consumer reporting database as defined by the FCRA.
      3. Dentsu Data has not been collected for including but not limited to credit purposes, is not intended to be used for such purposes, and is not intended to be indicative of any consumer’s credit worthiness, credit standing, credit capacity, or other characteristics listed in the FCRA.
      4. Client acknowledges and agrees that Dentsu does not permit Client or any other entity to use Dentsu Data, Data Derivatives, or other information provided by Dentsu in a manner that causes such data or other information to be a ‘consumer report’ as defined by the FCRA or any similar state or local statutes, rules, and regulations.
    9. Use of Third-Party Processor. If Client engages or compels Dentsu to engage a Third-Party Processor, Client:
      1. will identify such processor to Dentsu promptly upon contracting for Data Services;
      2. will ensure that its Third-Party Processor is subject to a written contract subjecting such Third-Party Processor to restrictions and obligations not less restrictive than those to which Client is subject;
      3. will assist Dentsu in securing reasonable direct terms with such Third-Party Processor; and
      4. accepts responsibility for its Third-Party Processor’s acts and omissions as if Client’s own.
  5. Warranties and Indemnification
    1. Dentsu Warranties. Dentsu warrants to Client that: (a) the Data Services will conform to the applicable Order; (b) Dentsu is authorized to provide Dentsu Data for the uses authorized by these Terms or an applicable Order; and (c) Proprietary Data provided will be as complete, accurate, and current as it can be in view of industry standard methods of compilation of such data and the nature and accuracy of Dentsu’s sources for such data.
    2. Data Disclaimers.
      1. OTHER THAN AS PROVIDED HEREIN, DENTSU DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF DENTSU DATA OR THE RESULTS THEREOF, AND DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND DENTSU WILL NOT BE LIABLE FOR ANY CLAIMS, LOSSES, COSTS, DAMAGES, OR EXPENSES ARISING OUT OF USE OF THE DENTSU DATA. DENTSU DOES NOT WARRANT THAT THE DATA SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
      2. THE PARTIES AGREE THAT SPECIALIZED DATA AND THIRD-PARTY BRANDED DATA IS PROVIDED BY DENTSU “AS IS” AND WITHOUT ANY WARRANTIES.
      3. DENTSU WILL NOT PROVIDE CLIENT ANY DENTSU DATA WHICH DENTSU KNOWS HAS NOT BEEN COLLECTED IN COMPLIANCE WITH APPLICABLE LAW. IF DENTSU REASONABLY BELIEVES THAT ANY DENTSU DATA WAS NOT COLLECTED IN COMPLIANCE WITH APPLICABLE LAW, DENTSU WILL DISCUSS THIS BELIEF WITH CLIENT AND RECEIVE CLIENT’S WRITTEN APPROVAL FOR SUCH DATA LICENSING BEFORE PROVIDING SUCH DATA TO CLIENT.
      4. FURTHER, AND TO THE EXTENT PERMISSIBLE, DENTSU WILL PASS THROUGH ANY REPRESENTATIONS AND WARRANTIES IT RECEIVES FROM ITS DATA PROVIDERS TO CLIENT. IN NO EVENT WILL DENTSU OR ITS DATA PROVIDERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE AND HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO LOST INCOME OR LOST REVENUE, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY.
  6. Special Notice Regarding Telemarketing Activities. Client acknowledges that certain Rules restrict telemarketing activities, including those that permit individuals to give notice that they do not wish to receive sales solicitation calls. Due to the varying and changing nature of such Rules, Dentsu makes no representation or warranty that the names or telephone numbers of such individuals have been identified on or deleted from the Dentsu Data, and Dentsu shall not be responsible for ensuring compliance with such Rules.
  7. AI technology may be used by Dentsu in support of developing Dentsu Data or performing Data Services.
III. COMPONENT SPECIFIC TERMS

D. DATA CLEAN ROOM

The terms of this Section are intended to be read in conjunction with Section II (General Terms) and together govern the implementation and use of the functionalities described herein.  In the event of a conflict between the terms specific this functionality section, and the General Terms, the terms specific to the functionality shall prevail.
  1. Dentsu’s “Clean Room” functionality as part of dentsu.Connect reflects data environment(s) hosted on Dentsu’s chosen Cloud Hosting provider (e.g., Snowflake, AWS, Azure, Google) used to receive and retain Aggregated Data or other non-Personal Data (e.g., summarized demographics for a zip code, number of ad serving impressions for a campaign) and pseudonymized forms of Personal Data.
  2. To the extent Client provides Personal Data to be loaded into the Clean Room, such Client Inputs may be staged in a Dentsu-determined landing area and processed to assign requisite identifiers before loading applicable data (e.g., pseudonymized Personal Data, Aggregated Data) into the Clean Room.
    1. Where such processing involves identity evaluation or matching, the Terms of Identity Resolution functionality shall apply.
    2. Where Product involves receipt and storage of Client Data, Dentsu will store Client Data within the region specified in the Order or otherwise as mutually agreed in writing (email to suffice) by the parties.
  3. Client will not, and will not cause, enable, or permit any Authorized User, to:
    1. defeat the pseudonymization of Personal Data records stored or processed within Clean Room;
    2. introduce or process any data within Clean Room that is not appropriately authorized or licensed for use in Clean Room, including, without limitation, data licensed from third-parties and ad serving logs; or
    3. allow access credentials to be shared beyond the individual to whom credentials were assigned or to be used concurrently on multiple devices.
  4. Dentsu reserves the right to suspend or terminate Client's access to the Clean Room if it reasonably believes that the Client has introduced or processed any third-party licensed data without proper authorization or license, or has otherwise violated these Terms.
III. COMPONENT SPECIFIC TERMS

E. MEDIA COMPONENTS

The terms of this Section are intended to be read in conjunction with Section II (General Terms) and together govern the implementation and use of the functionalities described herein.  In the event of a conflict between the terms specific this functionality section, and the General Terms, the terms specific to the functionality shall prevail.
Media components of dentsu.Connect provide Clients with the capability to manage the planning, execution, and optimization of marketing efforts.
  1. Briefing.
    1. dentsu.Connect functionality allows Clients to develop and manage applicable briefs, including workflow and approval tracking.
    2. AI technology may be used in support of processing brief content to assess strength of materials, identify gaps, and recommend improvements for brief developers’ consideration.
  2. Planning.
    1. dentsu.Connect functionality allows Authorized Users to develop plans supporting marketing efforts, such as business plans, audience plans and media plans.
    2. AI technology may be used to support processing of plan content, interactively assess model optimization, and recommend improvements for plan developers’ consideration.
  3. Audience Strategy and Insights.
    1. Audience building, exploration, and insights functionality within dentsu.Connect enables Authorized Users to ingest Client Inputs. To the extent Client provides Personal Data to inform audience creation, Client:
      1. will ensure Client Personal Data meets Merkury specifications,
      2. acknowledges that ingestion of Client Personal Data relies on Identity Resolution functionality (such as matching records and assigning pseudonymous identifiers), and
      3. agrees that the Identity Resolution terms apply.
    2. Where Dentsu Data and Data Derivatives are made available for use by Authorized Users, such data may be used alone or in conjunction with Client Personal Data to inform audience development.
    3. Audience functionality within dentsu.Connect provides audience sizes relative to specified section criteria and, where supported, estimated sizing overlap between such audiences and the Ad Delivery Platforms' user/subscriber base. Dentsu does not warrant the accuracy of these sizes or the degree to which such intended audience members may be reached on such Ad Delivery Platforms.
    4. Certain Authorized Users of audience functionality within dentsu.Connect may initiate syndication of selected audiences to one or more designated Ad Delivery Platforms, which may be delivered via Dentsu-proprietary integrations with such Ad Delivery Platforms or via a third-party delivery intermediary (such as an onboarder or match partner).
      1. Dentsu will use commercially reasonable efforts to ensure audiences are delivered to the intended Ad Delivery Platform in a timely manner. Dentsu does not guarantee whether or when audiences will be available in the destination platform and does not warrant that connections with Ad Delivery Platforms will be uninterrupted.
      2. Third-party delivery intermediaries supporting audience delivery from Dentsu are third-party beneficiaries of these Terms.
      3. Dentsu may suspend audience delivery via applicable third-party delivery intermediaries, until such time a Client reviews and approves (email to suffice) any additional terms required by such third-party delivery intermediary.
    5. Media delivery may alternatively be achieved by constructing content profiles by filtering applicable content, topics, keywords, URLs, and consumer interactions (“Contextual Intelligence”) and targeting media on such contextual profiles.
      1. DENTSU OFFERS CONTEXTUAL INTELLIGENCE “AS IS” WITHOUT ANY WARRANTY OF ANY KIND AND EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR THAT ACCESS TO CONTEXTUAL INTELLIGENCE WILL BE UNINTERRUPTED. I N NO EVENT WILL DENTSU, ITS AFFILIATES, SUPPLIERS, OR LICENSORS, BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES.
    6. AI technology may be used in support of audience strategy and development efforts, such as through recommendations for improvements for audience specialists’ consideration.
  4. Creative and Production.
    1. dentsu.Connect functionality allows Authorized Users to develop creative materials supporting marketing efforts, such as creative concepts, content, and ad copy.
    2. AI technology may be used in support of concept creation, refinement, and variations supporting personalization for creative teams’ consideration.
  5. Activation.
    1. dentsu.Connect includes functionality which enables Authorized Users to configure media campaigns to flexibly and/or programmatically bid on ad serving inventory within applicable Ad Delivery Platforms (“Bidder”).
    2. Audiences and/or Contextual Intelligence may be used in conjunction with the Bidder. Where such combined usage occurs, applicable fees for the use of Audiences and/or Contextual Intelligence will be assessed separately from Bidder and media charges.
    3. Dentsu will use commercially reasonable efforts to ensure that media vendors perform their obligations relative to dentsu.Connect functionality; however, Dentsu does not guarantee the performance of any such media vendor. Dentsu’s indemnification obligations to Client for any services provided by a media vendor under these Terms are limited solely to the extent of any third-party indemnification actually provided to Dentsu by such media vendor and passed through to Client.
    4. Client authorizes Dentsu to agree to additional terms reasonably necessary to utilize the Ad Delivery Platforms.
    5. Dentsu may retain for its use, and the use of its partners, aggregated statistics and/or anonymized information without reference to Client or identified consumers as reasonably necessary to provide, operate, and manage the products provided.
    6. Unless otherwise agreed by the parties in an applicable Order, Client is responsible for all media vendor contracting, financial management, billing, and payment directly with the applicable media vendor(s) with regard to media placements supported by dentsu.Connect.
    7. AI technology may be used in support of media execution efforts, such as through recommendations of improvements for media buyers’ consideration.
  6. Measurement and Optimization.
    1. dentsu.Connect includes functionality which enables Authorized Users to evaluate marketing program effectiveness, develop insights, and inform improvements to future marketing efforts.
    2. AI technology may be used in support of interactive assessment of statistics and optimization recommendations for marketing teams’ consideration.

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