Q for Marketers Terms of Service
Last Updated: July 17, 2020
These Q for Marketers Terms of Service, including the attached Data Protection Addendum and CCPA Service Provider Acknowledgement (collectively, this “Agreement”), describe the terms and conditions on which Quantcast makes Q for Marketers, including the Platform (as defined in Section 1.16 below) and the Services (as defined in Section 1.20 below), available to you (“Customer,” unless otherwise indicated in the next paragraph). Capitalized terms used in this Agreement and not otherwise immediately defined in the relevant section shall have the definitions set forth in Section 1 below.
BY USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT (UNLESS QUANTCAST AND CUSTOMER HAVE ENTERED INTO A SIGNED MASTER SERVICES AGREEMENT, IN WHICH CASE SUCH SIGNED MASTER SERVICES AGREEMENT WILL GOVERN CUSTOMER’S USE OF THE SERVICES). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. QUANTCAST MAY MODIFY THIS AGREEMENT FROM TIME TO TIME (SEE SECTION 9 BELOW).
1. SELECTED DEFINITIONS
1.1 “Aggregated Data” means Campaign Reporting Data that is combined with comparable data from numerous campaigns of other Quantcast customers and precludes identification of Customer or any other Quantcast customer.
1.2 “Applicable Privacy Laws” means any applicable laws, statutes, rules, regulations, or self-regulatory codes or principles, as may be amended, extended or re-enacted from time to time which relate to personal data, including (without limitation): (a) the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and any EU member state or UK laws implementing GDPR; (b) the e-Privacy Directive (Directive 2002/58/EC) (“ePD”), as amended and as transposed into EU member state or UK law, or any legislation replacing the e-Privacy Directive; and (c) the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 – 1798.199) and its implementing regulations (“CCPA”).
1.3 “Audience” means a collection of (internet) users with shared attributes and characteristics (e.g., demographics) that can be planned, measured, and targeted in a Campaign.
1.4 “Authorized User” means an employee of Customer, or other individual (including, if applicable, any Client personnel), authorized by Customer to use the Platform on Customer’s behalf, which individual will be assigned a unique username-password combination for use of the Platform.
1.5 “Campaign” means an advertising campaign run using the Platform.
1.6 “Campaign Policy” means, collectively, Quantcast’s then-current Campaign and Data Approval Policy, found at /legal/campaign-policy/, and Privacy Requirements, found at /terms/privacy-requirements/.
1.7 “Campaign Reporting Data” means any parameters, goals, or performance results related to Campaigns.
1.8 “Client” shall have the meaning set forth in Section 2.2 below.
1.9 “Client Account” shall have the meaning set forth in Section 2.3 below.
1.10 “Customer Account” shall have the meaning set forth in Section 2.3 below.
1.11 “Customer Data” means the creative and other Customer-delivered content comprising Campaign advertisements, the Campaign Reporting Data (excluding Aggregated Data), and, to the extent collected or developed by Customer independently of the Services, any Log Data, Digital Identifiers, Segments, or other materials supplied, or selections made, by Customer via the Platform.
1.12 “Digital Identifier” means an identifier that may be associated with a user, such as a cookie id, digital advertising identifier or other identifier.
1.13 “IO” means a mutually-agreed advertising insertion order.
1.14 “Log Data” means the information received from browsers that encounter a Tag embedded in a web page or mobile application.
1.15 “Personally Identifiable Information” means any information that can be used to contact or identify a particular individual, including name, address, telephone number, email address, financial account number or government-issued identifier. Personally Identifiable Information does not include pseudonymous identifiers that do not directly identify a particular individual, such as Digital Identifiers, or anonymous information.
1.16 “Platform” means the interface provided by Quantcast through which Customer can specify, order and receive advertising and other Services.
1.17 “Platform Data” means, except for Customer Data, the data or information presented on or used by the Platform, Services, or Quantcast front- or back-end systems including Digital Identifiers, Segments, Log Data, and any inferences, conclusions, or recommendations Quantcast provides.
1.18 “Reachpoint”means mobile or other applications, web pages and content, media files, advertisements, paid search campaigns and any other digital technology on which Customer is able to place (or have an authorized third party place) a Tag.
1.19 “Segment” means a set of Digital Identifiers.
1.20 “Service” or “Services” means data, products, features, tools, and/or services (including, without limitation, advertising services and advertising inventory) then offered by Quantcast via or in connection with the Platform, and includes the Technology and tools used or developed in connection therewith. Services may include, without limitation, data, products, features, tools, and/or services provided or fulfilled by third party vendors that are selected by Customer via the Platform’s user interface.
1.22 “Technology” means, separately and collectively, Tag(s), the Platform, Platform Data, real-time bidding, predictive modelling, and other technologies made available to Customer by Quantcast through the Services.
1.23 “Term” means any time period during which Customer uses the Services, unless otherwise terminated as set forth in this Agreement.
2.1 License. The Platform provides Customer the ability, on a self-serve basis, to build Audiences and/or run Campaigns against them by purchasing advertising inventory and other Services offered by Quantcast, as set forth in more detail below. Quantcast grants Customer a revocable, limited, non-exclusive, non-transferable, non-assignable, non-sublicensable right to access and use the Platform and Technology to purchase such Services and to use any data and reporting coming from the Platform solely for its own (or its Clients’) advertising purposes. To the extent that Quantcast agrees to provide assistance to Customer in using any Services, Customer consents to the actions that Quantcast performs on its behalf. Customer retains sole responsibility for its own use and for such assisted use of the Services. Except as set forth in this Section 2, Quantcast does not grant Customer any other rights, express or implied, and Quantcast reserves all rights not expressly granted hereunder.
2.2 Clients. If Customer is an agency entering into this Agreement and using the Services for the benefit of its advertising clients (each, a “Client”), Customer represents and warrants that it has the authority to act on behalf of such Client, and Customer will bind the Client with respect to all applicable obligations set forth in this Agreement. Customer agrees that each representation, warranty, or obligation of Customer hereunder will be deemed to include an obligation on the part of Customer to procure an equivalent obligation, representation, or warranty from the Client. Customer accepts full responsibility and liability for the actions of Client in connection with the Services and for ensuring compliance with this Agreement by its Clients.
2.3 Account; Customer Data. Customer will create an account in the Platform (the “Customer Account”) and keep its Customer Account information current. In the event that Customer is using the Service for the benefit of one (1) or more individual Clients, Customer may additionally be asked to set up an individual Platform account for each such Client (each, a “Client Account”). Customer will keep all associated passwords confidential, and takes responsibility for all actions taken under the Customer Account and any Client Account. Customer will ensure that all Authorized Users and Clients, as set forth in Section 2.2, comply with each of the terms and conditions of this Agreement. Customer will promptly notify Quantcast of any suspected violation and will cooperate with Quantcast to investigate it and enforce these terms and conditions. Customer will be liable for any violation by any Authorized User. Quantcast shall have the right, at any time and in its sole discretion, to: (a) inspect, review, and, as needed, correct, Customer’s, and any individual Authorized User’s or Client’s, account set-up and Customer Account information; and (b) inspect and review any Customer Data to ensure compliance with the terms and conditions of this Agreement.
2.4 Policies; Programmatic Advertising Services. Customer will use the Services (a) only in accordance with the terms and conditions of this Agreement and any applicable policies posted on the Platform or www.quantcast.com, which policies shall include, without limitation, the Campaign Policy; and (b) only for itself or for a Client with whom it has a direct relationship. Customer understands that the Services serve ads programmatically (including through real-time bidding exchanges), and, as a result, it is impossible for Quantcast to know on which specific digital properties advertisements are served. Customer acknowledges that Campaign advertisements may consequently be displayed next to those of Customer’s competitors, or on digital properties that contain objectionable content. Quantcast will use commercially reasonable efforts not to display advertisements on digital properties that contain objectionable content.
2.5 Prohibitions. With respect to the Platform and Services, Customer will not: (a) attempt to circumvent any security measure; (b) share its logins; (c) grant direct or indirect access to any third party (other than an Authorized User of Client); (d) reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile, or disassemble any Quantcast-provided Tag, Service, Campaign, the Platform, the Technology, or any portion thereof (in each instance); or (e) introduce viruses or other malware into the Platform or any element of the Technology. Customer may use Platform Data solely to manage and optimize its advertising campaigns run on the Platform and, without limiting the foregoing, will not use, or permit or authorize any third party to use, any such Platform Data to create user profiles or to retarget any user outside of the Platform.
3.1 Applicable Privacy Laws and Self Regulation. The parties agree to adhere to Applicable Privacy Laws and applicable self-regulatory principles, such as the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising. In the event a change in Applicable Privacy Laws necessitates a revision to any of the terms of this Agreement, the parties shall work together in good faith to come to a mutually-agreed-upon revision to this Agreement so that they may comply with all Applicable Privacy Laws and applicable self-regulatory principles.
3.3 Prohibited Data: Customer agrees not to share with Quantcast (a) any Personally Identifiable Information; and, to the extent that GDPR applies (b) any special categories of personal data (as defined in GDPR or other Applicable Privacy Laws) or personal data relating to criminal offenses or criminal convictions with Quantcast, including by placing Tags on any Reachpoints an interest in whose content reveals special categories of personal data of a user.
3.4 Children’s Data. Customer agrees to not share any data of children, including by placing Tags on any Reachpoints directed at children, below the age of 13 or other age specified by Applicable Privacy Laws under which the processing of personal information is prohibited or requires parental consent.
3.5 GDPR and ePD Compliance (Data Protection Addendum). To the extent that web pages, advertisements, or other Reachpoints on which Customer places the Tag are accessible to individuals in the European Economic Area, Switzerland, or the United Kingdom, the parties agree to comply with the terms and conditions of Appendix 1 (Data Protection Addendum).
3.6 CCPA Service Provider Acknowledgement. To the extent that CCPA applies to this Agreement, Quantcast agrees to the terms set forth in Appendix 2 (CCPA Service Provider Acknowledgement).
4. INTELLECTUAL PROPERTY
4.1 Ownership & License of Customer Data and Campaign Reporting Data. The Customer Data, and all intellectual property rights therein, are and will remain the exclusive property of Customer (or the applicable Client, if Customer is an agent of such Client). Customer grants Quantcast a revocable, limited, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, distribute, display, and store Customer Data solely in connection with Quantcast’s provision of the Service to Customer. Customer also grants Quantcast a limited, worldwide, non-exclusive, royalty-free, irrevocable, and perpetual license to use, reproduce, modify, distribute, display, and store the Campaign Reporting Data to produce, and as contained in, the Aggregated Data.
4.2 Ownership of Platform and Services. As between Quantcast and Customer, Quantcast owns all right, title and interest in the Platform, Services, Aggregated Data, and Technology, including all future developments, enhancements, derivative works, and related intellectual property rights embodied in, or otherwise applicable thereto, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Except as set forth in Section 2, Quantcast does not grant Customer any rights, express or implied, and Quantcast reserves all rights not expressly granted thereunder.
4.3 Analytics Information. Quantcast may collect and use non-identifiable information and analytics information that it derives from Customer’s use of the Services (“Analytics Information”) in order to improve Quantcast’s capabilities in providing its products and Services. Quantcast is and will remain the sole owner of the Analytics Information.
4.4 Feedback; Customer Marks. From time to time, upon Quantcast’s reasonable request, Customer agrees to provide Quantcast with appropriate reporting, feedback, comments, and/or suggestions for improvement regarding the Service (collectively, “Feedback”). Customer acknowledges and agrees that all of the Feedback will be the sole and exclusive property of Quantcast, and Customer hereby assigns to Quantcast any of Customer’s right, title and interest in the Feedback, including all intellectual property rights contained therein. Customer hereby grants to Quantcast a non-exclusive, worldwide, royalty-free, non-transferable license to reproduce and display Customer logos, trademarks, trade names and other similar identifying materials (the “Marks”) for use solely in connection with the publication and promotion of any Feedback that has been approved in writing (email to suffice) by Customer for such purpose. In addition, Quantcast may, if and as approved by Customer in writing (email to suffice) use the Marks in a list of clients generally for marketing purposes about the Service, including (without limitation) on its website, in social media, or in other promotional materials.
5. REPRESENTATIONS & WARRANTIES
5.1 Warranty Disclaimer by Quantcast. The Services are provided “as is” without warranty or condition of any kind, either express or implied. Without limiting the foregoing, Quantcast explicitly disclaims any warranties of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement. Quantcast assumes no liability on behalf of Customer, any of Customer’s third party vendors or customers, or if Customer or any of Customer’s third party vendors or any other entities bypass or otherwise interfere with the technical restrictions included in the Services as provided by Quantcast. Quantcast makes no warranty that the Services will be available on an uninterrupted, secure, or error-free basis. Quantcast assumes no liability for Customer’s reliance on the Services. The foregoing exclusions and disclaimers are an essential part of this Agreement and formed a basis for enabling Quantcast to offer the Services to Customer. Some jurisdictions do not allow exclusion of certain warranties so this disclaimer may not apply to Customer in full.
5.2 Warranty by Customer. Customer represents and warrants that: (a) it has sufficient rights and permissions to run Campaigns, including in connection with the creative and third-party campaign measurement; (b) Customer Data does not infringe or violate any applicable laws, ordinances, rules, codes, or regulations (including, without limitation, any industry-specific ethical, professional, or self-regulatory requirements or guidelines, and Applicable Privacy Laws) or the rights of any third party; (c) Customer, and every Authorized User, accepts, acknowledges, and will comply with the Campaign Policy; (d) it has the full legal right and power to enter into and perform its obligations under this Agreement and to make the commitments it undertakes herein; and (e) it will comply with all applicable laws, rules and/or regulations (including Applicable Privacy Laws) in connection with its activities hereunder.
Customer agrees to defend, indemnify, and hold Quantcast harmless from any judgments, damages, loss, liability, fines, or costs (including reasonable attorneys’ fees) resulting from Customer’s breach of a term of this Agreement (including, without limitation, Customer’s breach of any representation or warranty contained in this Agreement) or Customer’s use of the Services if not in compliance with the terms of this Agreement.
This Agreement will remain in full force and effect during the Term. Quantcast may terminate access to the Services or terminate this Agreement at any time, for any reason or no reason, and without any liability to Customer or any third party. Customer may terminate this Agreement by notifying Quantcast of Customer’s termination of this Agreement in writing or by deleting its Customer Account within the Platform, as applicable. Notwithstanding the above, Sections 5 to 12 will survive termination.
8. LIMITATION OF LIABILITY
IN NO EVENT WILL QUANTCAST BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL LOSS, EXEMPLARY DAMAGE, INCIDENTAL LOSS, SPECIAL DAMAGE OR LOSS, LOST PROFIT, OR PUNITIVE DAMAGES ARISING FROM CUSTOMER’S USE OF THE SERVICES, EVEN IF QUANTCAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS FORM A BASIS FOR ENABLING QUANTCAST TO OFFER THE SERVICES TO CUSTOMER. EXCEPT WITH REGARD TO LIABILITY STEMMING FROM DEATH OR PERSONAL INJURY RESULTING FROM QUANTCAST’S NEGLIGENCE OR FRAUD, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, QUANTCAST’S LIABILITY TO CUSTOMER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO TWO HUNDRED FIFTY DOLLARS (U.S. $250.00).
9. MODIFICATION OF THE AGREEMENT
Quantcast reserves the right, in its sole discretion, to modify or discontinue the Services without notice. Quantcast may also modify this Agreement from time to time. If the modified Agreement is not acceptable to Customer, Customer may terminate its Customer Account or discontinue use of the Services within thirty (30) days. Use of the Services after thirty (30) days will constitute Customer’s acceptance thereof.
All notices or other communications to Quantcast from Customer will be deemed given only when received by hand delivery, electronic mail, or prepaid first class mail, at the address below or any other address provided by Quantcast to Customer for these purposes, with attention to the Legal Department.
If Customer is based in the United States, please contact:Quantcast Corp.795 Folsom StreetSan Francisco, CA 94107Attn: Legal DepartmentEmail: email@example.com
If Customer is based in Australia, New Zealand, Singapore, or any other APAC countries, please contact:Quantcast Australia Pty LtdLevel 14, 99 Elizabeth St.Sydney 2000 NSW, AustraliaAttn: Legal DepartmentEmail: firstname.lastname@example.org
If Customer is based in the rest of the world outside of the United States and APAC, please contact:Quantcast International LimitedBeaux Lane HouseLower Mercer Street, 1st FloorDublin 2, IrelandAttn: Legal DepartmentEmail: email@example.com
Except as otherwise expressly stated in this Agreement, this Agreement constitutes the entire Agreement between the parties with respect to the Services and supersedes all previous and contemporaneous agreements, proposals, and communications, written or oral, between Quantcast and Customer with respect thereto. Any waiver by either party of any violation of this Agreement will not be deemed to waive any further or future violation of the same or any other provision. If any parts or provisions of this Agreement are held to be unenforceable, then Customer and Quantcast agree that such parts or provisions will be given maximum permissible force and effect and the remainder of the Agreement will be fully enforceable. Customer and Quantcast agree that there are no third party beneficiaries of any promises, obligations, or representations made by Quantcast. Quantcast may assign its rights, data, and duties under this Agreement, in whole or in part, in connection with a sale of all (or substantially all) of its assets relating to this Agreement, a merger, or a reorganization; otherwise, neither party may assign all or any part of this Agreement without the express prior written consent of the other party. Nothing in this Agreement will constitute a partnership or joint venture between Customer and Quantcast. This Agreement is drafted in the English language. Any translation into another language is provided for convenience only. In the event of any inconsistency between the English language version and any translation, the English language version shall prevail.
12. CONTRACTING PARTY; CHOICE OF LAW AND VENUE
If Customer is based in the United States, this Agreement is between Customer and Quantcast Corporation (a Delaware corporation), this Agreement and any dispute relating to this Agreement will be governed by the laws of California, and Customer and Quantcast Corporation consent and agree that jurisdiction, proper venue, and the most convenient forum for all claims, actions, and proceedings of any kind relating to this Agreement will be exclusively in courts located in San Francisco, California.
If Customer is based in Australia, New Zealand, Singapore, or any other APAC country, this Agreement is between Customer and Quantcast Australia Pty Ltd, this Agreement and any dispute relating to this Agreement will be governed by the laws of Australia, and Customer and Quantcast Australia Pty Ltd consent and agree that jurisdiction, proper venue, and the most convenient forum for all claims, actions, and proceedings of any kind relating to this Agreement will be exclusively in courts located in Sydney, New South Wales, Australia.
If Customer is based in the rest of the world outside of the United States and APAC, this Agreement is between Customer and Quantcast International Limited (an Irish limited liability company), this Agreement and any dispute relating to this Agreement will be governed by the laws of Ireland, and Customer and Quantcast International Limited consent and agree that jurisdiction, proper venue, and the most convenient forum for all claims, actions, and proceedings of any kind relating to this Agreement will be exclusively in courts located in Dublin, Ireland.
References in this Agreement to “Quantcast,” “us,” “we,” and “our” mean either Quantcast Corporation, Quantcast Australia Pty Ltd, or Quantcast International Limited, as appropriate.
DATA PROTECTION ADDENDUM
- GDPR Joint Controllership. To the extent that web pages, advertisements, or other Reachpoints on which Customer places the Tag are accessed by users in the European Economic Area, Switzerland, or the United Kingdom, Customer and Quantcast acknowledge joint determination of the means and purposes of processing of personal data. Such joint controllership covers the collection of personal data through the Tag and transmission of such personal data to Quantcast. The parties agree that, for any other processing of personal data in connection with the Services, there is no joint determination of the purposes and means, and Quantcast and Customer remain separate and independent controllers. The parties’ respective responsibilities for compliance with the obligations under GDPR in connection with the processing of personal data of users in the European Economic Area, Switzerland, or the United Kingdom that is collected by Quantcast from Reachpoints on which Customer placed the Tag is as follows:
- If any user exercises its rights under GDPR with respect to the processing of personal data collected by Quantcast from Reachpoints on which Customer placed the Tag, or if Customer is contacted by a supervisory authority with regard to such processing, Customer will, promptly and no later than seven (7) days following receipt of the request, forward all relevant information regarding such requests to Quantcast at firstname.lastname@example.org. Quantcast agrees to respond to such requests as required by GDPR. For the avoidance of doubt, Customer is not authorized to answer on Quantcast’s behalf.
CCPA SERVICE PROVIDER ACKNOWLEDGEMENT
Quantcast acknowledges that it is a service provider to Customer to the extent that CCPA applies, and certifies that it understands the restrictions and obligations set forth in this Appendix 2 and will comply with them:
- Definitions. As used in this Appendix 2, “personal information” and “service provider” shall have the meanings set forth in CCPA.
- Business Purpose. Except as otherwise expressly provided in the Agreement, Quantcast may not collect, retain, process, disclose, or otherwise use Customer Data and personal information collected by Tags from Reachpoints on Customer’s digital properties except to fulfil its express obligations to Customer under the Agreement.
- Third-Party Service Providers. Quantcast may disclose Customer Data and personal information collected by Tags from Reachpoints on Customer’s digital properties to a third-party service provider in connection with Quantcast’s fulfillment of its obligations under the Agreement, provided that the disclosure is subject to a written agreement between Quantcast and the applicable third-party service provider that imposes terms with respect to the treatment of the personal information as to such third-party service provider that are no less restrictive than the terms set forth in this Agreement as to Quantcast. Any such disclosure shall be considered a disclosure for a business purpose.
- Legal Compliance. Quantcast may disclose Customer Data and personal information collected by Tags from Reachpoints on Customer’s digital properties if necessary to (a) comply with applicable law; (b) comply with a valid civil, criminal, or regulatory inquiry, investigation, subpoena, or summons by federal, state, or local authorities; (c) cooperate with law enforcement agencies concerning conduct or activity that Quantcast reasonably and in good faith believes may violate federal, state, or local law; or (d) exercise or defend legal claims.
- Consumer Rights Requests. Quantcast may disclose Customer Data or personal information collected by Tags from Reachpoints on Customer’s digital properties to consumers to whom the personal information relates in response to a consumer rights request made to Quantcast under Applicable Privacy Laws. Quantcast agrees to assist Customer in complying with Customer’s obligations under CCPA to respond to requests to grant access or delete Customer Data and personal information collected by Tags from Reachpoints on Customer’s digital properties, provided that Customer verifies such requests and provides Quantcast with a means to find the relevant data in its systems (e.g., by referencing a mutually-shared Digital Identifier).