Third-Party Provider Terms

These Third-Party Provider Terms are incorporated by reference into the Customer Terms that link to this webpage. As used herein, "Third-Party Provider" means the entity providing the applicable Third-Party Product. These Third-Party Provider Terms control in the event of any conflict with the remainder of the Customer Terms.

                (a) Limited License

Data provided by Third-Party Providers is for Customer's own use in the United States, and not for resale, sublicense, or further distribution.

                (b) Representation and Warranties

Customer represents and warrants that Third-Party Products are to be used solely to support the marketing of the Customer's products and services and will not be used in connection with: (i) any individual reference service application, skip tracing, electronic directory assistance or other e-data look-ups, verification of the accuracy of a record (unless expressly permitted in this Order); (ii) employment or a review of employee records, including without limitation for evaluating an individual for employment or for promotions, reassignment, or retention as an employee; (iii) a determination of an individual's eligibility for a license or other benefit granted by a governmental instrumentality; or (iv) other type of review, analysis, or assessment of an individual record that is not expressly permitted hereunder or in connection with credit granting, credit monitoring, account review, collection, or insurance underwriting, or for any other purpose covered by the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq. ("FCRA")), Federal Trade Commission or Consumer Financial Protection Bureau interpretations of the FCRA, and similar federal and state statutes. Customer shall defend, indemnify, and hold harmless PostPilot and the Third-Party Providers from and against any and all claims, demands, judgments, liability, damages, losses, costs and expenses, including reasonable attorneys' fees, arising out of or resulting from Customer's misuse or unauthorized use of the Third-Party Products. PostPilot shall provide Customer prompt written notice of any claim of which it has knowledge, and shall provide Customer with the assistance, information, and authority necessary to perform Customer's obligations under this Section.

Customer represents and warrants that (i) it has all rights necessary to enter into this Agreement; (ii) its collection, provision and/or use of the Third-Party Products will comply with all applicable laws and regulations, including privacy, data protection and telemarketing laws, self-regulatory standards and generally accepted industry guidelines, e.g., CCPA, CAN-SPAM, DO NOT CALL, COPPA, Child Registry laws, FCPA, IAB, DMA/ANA, DAA, NAI; and (iii) its respective data, services and/or advertising content associated with the Third-Party Products do not misappropriate or infringe any third party intellectual property right.

                (c) Use Restrictions

The following is prohibited with regard to any data obtained from Third-Party Providers: any disclosure or distribution of any portion of the data to any third party; (i) duplication, modification, reverse engineering, decompiling, disassembly or decoding of the data; (ii) placing any portion of the data on any website or retrieval system that may be accessed outside of Customer's immediate organization; (iii) using any portion of the Third-Party Products for purposes of determining adverse terms and conditions of or eligibility of an individual for employment, credit, healthcare treatment, insurance (including, but not limited to health insurance), or for any purpose for which a consumer report may be used under the Fair Credit Reporting Act; (iv) using any portion of the Third-Party Products in any way that could result in disparate impact or treatment under the Equal Credit Opportunity Act or the Fair Housing Act; (iv) using the Third-Party Products in a way that negatively characterizes any ZIP, ZIP+4, ZIP+6 or household or exclude any ZIP, ZIP+4, ZIP+6 or household in a way that could result in disparate impact or treatment on a prohibited basis under the Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.) and Regulation B under that Act or the Fair Housing Act (42 U.S.C §§ 3601 et seq.); (v) any attempt to identify or re-identify an individual from any portion of the Third-Party Products, unless data is already provided at the individual or household- level; or (vi) using any portion of the Third-Party Products in any legal or administrative proceeding.

Third-Party Providers who provide data as part of their Third-Party Products may be obligated to comply with certain restrictions and requirements placed upon the use of the Third-Party Products by their own data suppliers ("Data Owners"). Customer shall strictly comply with all restrictions and requirements now or hereafter imposed upon Third-Party Providers by any Data Owner and made known to PostPilot in writing. To the extent permitted by applicable law, the Third-Party Providers and Data Owners will not be liable for damages arising from the use of the Third-Party Products.

Customer shall defend, indemnify, and hold harmless PostPilot and the Third-Party Providers from and against any and all claims, demands, judgments, liability, damages, losses, costs and expenses, including reasonable attorneys' fees, arising out of or resulting from Customer's misuse or unauthorized use of the Third-Party Products. PostPilot shall provide Customer prompt written notice of any claim of which it has knowledge, and shall provide Customer with the assistance, information, and authority necessary to perform Customer's obligations under this Section.

                (d) Prohibited Data

Unless expressly authorized in writing, Customer shall not provide any of the following information ("Prohibited Data") in connection with the use of Third-Party Products: (a) a government-issued identification number (e.g., Social Security Number, driver's license number, state identification number, or passport number); (b) a financial or customer account number, including financial institution or bank account number or a credit or debit card number; (c) information regarding an individual's health or medical condition, including Protected Health information, as defined in 45 CFR 160.103; (d) unique biometric data or digital representation of biometric data; (e) an individual's full date of birth; (f) maiden name of the individual's mother; (g) individual's digitized or other electronic signature; or (h) a user name, email address or other unique electronic identifier or routing code, which is sent in combination with a personal identification code, password, or security question and answer that would permit access to an online account. If Customer should transfer Prohibited Data in violation of these requirements, Customer shall immediately notify PostPilot and inform PostPilot of the date, time, and other pertinent information related to the transfer so PostPilot and its Third-Party Providers may take the steps necessary to remove the Prohibited Data from their systems. Customer must encrypt any personally identifiable information, using industry standard encryption measures, before transferring such information over a public network or on physical media in connection with the Third-Party Products.

                (e) Consumer Elections/Inquiries

In any use of the Third-Party Products, Customer must honor all consumer elections not to receive marketing solicitations from Customer. Customer is responsible for responding to any communication initiated by a consumer arising out of Customer's use of the Third-Party Products. Upon receipt of an express request from a consumer for the source of the consumer's personal information used in a marketing solicitation, Customer may reference Third-Party Providers as a source of such information, provided Customer has verified Third-Party Providers as the source. Customer must promptly notify Third-Party Providers of such request and provide Third-Party Providers with a transcript or written description of the communication with the consumer. It is Customer's sole responsibility to ensure that the most current legally required suppression processing has been applied prior to marketing use of any Third-Party Products provided to Customer.

                (f) Mailers and Scripts

Customer agrees to only use the Third-Party Products in compliance with applicable law, regulation, or industry guidelines and shall comply with the published policies, including but not limited to the Association of National Advertisers ("ANA") and the Digital Advertising Alliance ("DAA") Self-Regulatory Principles for Online Behavioral Advertising, as applicable to the Third-Party Products and Services.

Customer authorizes PostPilot to retain a non-customized copy of each template mail/email/advertising piece and telemarketing script used in connection with the Customer's use of Third-Party Products for at least 12 months after the applicable mail drop date, email or advertisement deployment date, or telemarketing script use. Customer further authorizes PostPilot, upon request from the applicable Third-Party Provider, to deliver the requested materials for review.

                (g) Pixels

Pixels must not be used in conjunction with any website directed to children under the age of 16, or in any manner implicating the Children's Online Privacy Protection Act.

Customer may not install a pixel without prior written consent and will provide notice if it removes an active pixel. Customer acknowledges that personal information originating from outside of the United States will not be processed.

                (h) Online Audiences

If expressly permitted in the Agreement, Customer may use Third-Party Products to create, segment, or select a marketing-campaign audience ("Online Audience") for a marketing campaign. The Online Audience may be distributed directly to a publisher or distributed to a publisher through use of an onboarding service provider. Regardless of the distribution channel, only the selected Online Audience may be distributed to the publishers, and the Online Audience distributed by or on behalf of Customer shall not contain: (i) any demographic elements sourced from the Third-Party Products, other than name, address, telephone, or email address; or (ii) segment codes derived from the Third-Party Products.

                (i) Security

Customer represents and warrants that it has implemented and maintains an information security program that contains administrative, technical, and physical safeguards that are appropriate to its size and complexity, the nature and scope of its activities, and the sensitivity of any customer information at issue, sufficient to protect the Third-Party Products. Customer shall provide for logical and physical security of the Third-Party Product data with the same degree of care used to protect its own confidential information, but not less than reasonable security procedures and practices appropriate to the nature of the data. Furthermore, Customer will prevent loss, compromise, and misuse of the Third-Party Products while in Customer's care, custody, or control. Customer shall not grant access to the Third-Party Products to individuals incarcerated in correctional institutions. Customer shall ensure secure inbound and outbound transmission of data made available via Third-Party Products using secure methods including both SFTP and PGP encryption.

                (j) Recordkeeping

Customer agrees that at all times it shall maintain current, accurate and complete books and records relating to its usage of the Third-Party Products in compliance with the terms of this Agreement. Customer agrees that PostPilot or Third-Party Providers, or any designee of PostPilot or Third-Party Providers, shall have the right at any time to examine, inspect, audit, review and copy or make extracts from all such books, records and any source documents used in the preparation thereof during normal business hours upon written notice to Customer at least five (5) business days prior to the commencement of any such examination, inspection, review or audit. Such audit shall be strictly limited to those books and records which specifically relate to information pertinent to the use of the Third-Party Products. In the event an audit reveals that Customer is not in compliance with any of the terms and conditions of this Agreement, Customer shall be responsible for the costs of the audit, as well as any and all damages resulting from such non-compliance including, without limitation, any special, incidental, indirect, or consequential damages whatsoever (including punitive damages and damages for loss of reputation or goodwill).

                (k) Suspension

PostPilot may suspend or discontinue the performance of the Services or the delivery of the Third-Party Products if, in its reasonable and documented judgment, the performance of the Services or the delivery or use of the Third-Party Products would violate any applicable law, rule, or regulation or Third-Party Provider requirements. Provided that the suspension or discontinuation is reasonable and documented, such action shall not constitute a default under this Agreement. Such suspension shall be upon the effective date of such legislation, regulations, or requirements. The parties shall use commercially reasonable efforts to implement an alternative method of providing replacement Third-Party Products and/ or performing the related Services.

                (l) Updates

PostPilot will have the right to update these Third-Party Provider Terms with reasonable notice to Customer.

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