Terms & Conditions
Dstillery Pixel and Submitted Data Agreement
This Pixel and Submitted Data Agreement (the “Agreement”) is by and between you (“You”) and Dstillery, Inc., a Delaware corporation (“Dstillery”). This Agreement governs your submission of Personal Data or Personal Information to Dstillery (“Submitted Data”) for the purpose of Dstillery’s development of targeted advertising services for you. By clicking “Accept”, you agree to the following:
- “Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Company or Dstillery respectively, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
- “Applicable Privacy Laws” means any U.S. state or federal privacy or security law and/or self-regulatory code that are in effect during the Term, and which apply to Personal Information processed pursuant to the Agreement, including but not limited to the Virginia Consumer Data Protection Act, the California Privacy Rights Act, the Colorado Privacy Act, the Connecticut Data Protection Act, the Utah Consumer Privacy Act, each as amended, replaced or supplemented from time to time, and all subordinate legislation made under them, together with any codes of practice, regulations or other guidance issued by the governments, agencies, data protection regulators, or other authorities in the relevant countries, states or other jurisdictions, and (to the extent applicable to the parties) the NAI and DAA self-regulatory codes.
- “Company” means Dstillery client and its Affiliate companies worldwide.
- “Data Subject” means any person or household as defined by Applicable Privacy Laws.
- “Personal Information” or “Personal Data” shall mean: (1) any information relating to an identified or identifiable natural person or household; and (2) any information defined as “personally identifiable information,” “personal information,” “personal data” or similar terms as such terms are defined under Applicable Privacy Laws.
- “Process” or “Processing” means any set of operations performed upon Personal Information, whether or not by automatic means, including the following activities: collect, retain, process, transfer, share or otherwise use.
- “Sensitive Information” means information defined as “sensitive” or “special category” about an individual or household under Applicable Privacy Laws, including but not limited to: financial account numbers, insurance plan numbers, precise information about health or medical conditions, medical records or pharmaceutical prescriptions, government-issued identifiers (such as a Social Security number), race, ethnicity, religion, trade union membership, sexual orientation, genetic or biometric information and precise location information such as GPS coordinates.
- “Service Provider” means the Processing of Company Personal Information by Media Partner as directed by Company and for no other purpose as defined under Applicable Privacy Laws whereby Service Provider does not sell or share such information unless directed in writing by Company.
Dstillery may either: (i) provide segment pixels (“Dstillery Pixels”) for installation on your website, application, or advertisement to facilitate the collection of Submitted Data or (ii) receive Submitted Data from a third party whom you have authorized to share such Data with Dstillery.
In connection with the Dstillery Pixels:
- You acknowledge and agree to install, maintain, use, and discontinue use of the Dstillery Pixels on your websites, applications owned or controlled by you (your “Digital Media Properties”), and/or advertisements in accordance with this Agreement and any other written instructions that Dstillery may provide.
- You agree that you will not manipulate, alter, change, “piggyback” on, gather data from or otherwise use the Dstillery Pixels in any way unless expressly authorized in writing by Dstillery.
- You acknowledge that Dstillery may modify, suspend, or terminate access to, or discontinue at any time the availability of Dstillery Pixels.
- You understand and agree that you will be fully responsible for (i) ensuring that visitors to your Digital Media Properties have provided all necessary consents, rights and permissions, and have received any other legally required notices and/or communications, to allow use of Dstillery Pixels and the provision of Submitted Data and (ii) obtaining all other necessary rights and consents to allow installation and use of Dstillery Pixels and the provision of Submitted Data without violating any legal or contractual rights of any party.
- You understand and agree that if the Submitted Data includes data not collected via your Digital Media Properties, you are responsible for ensuring that such data is collected in accordance with Applicable Privacy Laws as well as the rules outlined in this Section 2.
- In connection with the Dstillery Pixels:
- The Nature of Data Processed: Submitted Data shall include pseudonymous user IDs and non-sensitive ad targeting profiles collected via third-party websites, mobile applications, third-party data sources, and/or other forms of digital media. You agree not to combine any information obtained in connection with the terms of this Agreement with personally identifiable information (e.g., email address, postal address, telephone number). You further represent and warrant that Submitted Data does not include information: (i) that you know or reasonably should know is from or about children under the age of 16; (ii) that contains “protected health information” as defined under the Health Insurance Portability and Accountability Act (“HIPPA”); (iii) that is obtained from websites, mobile apps or other forms of media which are covered entities under HIPPA or are child-directed as defined under the Children’s Online Privacy Protection Act; or (iv) that contains personally identifiable information or Sensitive Information.
- The Business Purpose(s); Dstillery will use the Submitted Data to provide you with the insights and analysis about your advertisements, websites, and/or applications, and/or to create a Custom-Built audience for advertising, subject to and in accordance with Dstillery’s standard Partner Agreement. Dstillery shall use Submitted Data only for the following business purpose(s) (each a “Permitted Purpose”): (a) to target ads and customize content on websites, mobile applications and other forms of digital media via the Services, including using cross-context behavioral advertising, targeted advertising, first-party advertising, and/or profiling; and (b) for operational purposes such as contextual advertising, frequency capping, measurement, fraud detection and prevention, and ensuring and measuring viewability, auditing, security and integrity, debugging, short term, transient uses, analytics, internal research, and efforts to improve quality and safety. Dstillery shall contractually require any downstream recipients of Submitted Data (e.g., DSP advertising platforms) to Process data as a Service Provider only for the Permitted Purposes. The parties agree that Dstillery will not (i) sell or share Submitted Data except as directed by you; (ii) allow other advertisers or third parties to target advertising solely on the basis of Submitted Data, (iii) aggregate Submitted Data with other data collected from other advertisers or third parties, (iv) otherwise use Submitted Data outside of the Permitted Purpose. Dstillery certifies that it understands these restrictions and will comply with them.
- You represent and warrant to Dstillery that: (i) you collect Submitted Data in compliance with all applicable laws, regulations, and industry standards including but not limited to the Applicable Privacy Laws, (ii) you have secured all necessary rights to provide the Submitted Data; and (iii) the person signing this Agreement or otherwise indicating acceptance of this Agreement has the requisite power and authority to execute this Agreement and bind the Company and (as applicable) any Company Affiliate(s) to perform the obligations and make the promises set forth herein, including on behalf of any client of yours.
- Data Retention: Dstillery shall retain Submitted Data only for as long as necessary. Upon termination of the parties Agreement for any reason, Dstillery shall erase, delete, or destroy all or any part of such Submitted Data within a reasonable time.
- Information Security Standard. Each party agrees that it will use commercially reasonable efforts to maintain administrative, technical, and physical safeguards that are no less rigorous than industry standard practices to ensure the security and confidentiality of Personal Information, protect against any anticipated threats or hazards to the confidentiality, availability, or integrity of Personal Information, and protect against unauthorized access, use, or alteration of Personal Information.
- Written Information Security Program. Each party shall maintain, in writing, reasonable security procedures and practices (“Written Information Security Program” or “WISP”) that are necessary to protect Personal Information within its control from unauthorized access, destruction, use, modification, or disclosure.
- DSARs, Compliance Audits and Privacy Impact Assessments: The parties shall reasonably cooperate with respect to data subject access, deletion and similar rights and relevant privacy impact assessments where they are required under Applicable Privacy Laws.
- Without limiting the foregoing, in no event shall Dstillery be liable in any manner for any claims or damages of any kind arising from or relating to use of Submitted Data so long as such use is in accordance with this Agreement, and you agree and covenant not to assert any claim for any such damages. You will defend, indemnify, and hold harmless Dstillery and each of its affiliates for any claims or damages of any kind arising from or relating to Submitted Data.
- You shall defend, indemnify, and hold harmless Dstillery and its subsidiaries, affiliates, and respective officers, directors, employees, agents, successors, and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers, arising out of or resulting from any third-party claim arising out of or resulting from your failure to comply with any of your obligations under this Agreement.
- Legal Compliance: Both parties agree to notify the other party without undue delay if it (i) has reason to believe that it is unable to comply with any of its obligations under this Agreement and it cannot cure this inability to comply within a reasonable timeframe; or (ii) becomes aware of any circumstances or change in Applicable Privacy Laws that is likely to prevent it from fulfilling its obligations under this Agreement. If this Agreement, or any actions to be taken or contemplated to be taken in performance of this Agreement, does not or would not satisfy either party’s obligations under such Applicable Privacy Laws, the Parties will negotiate in good faith an amendment to this Agreement. Upon your reasonable request, Dstillery will provide the following to you to demonstrate Dstillery’s Processing of Dstillery Personal Information consistent with the parties respective obligations under Applicable Privacy Laws: (a) A copy of a certificate issued for security verification reflecting the outcome of an audit conducted by an independent third-party auditor; or (b) Any other information the Parties agree is reasonably necessary for you to verify Dstillery’s Processing is consistent with your obligations under Applicable Privacy Laws, such as an attestation.