In the event Trans Union LLC (“TransUnion”) approves Marketplace Customer as a customer, these Supplemental Terms (the “Agreement” or “Supplemental Terms”) shall bind the company desiring to subscribe to receive TransUnion’s Customer Identity File (“CIF”) and/or Customer Identity Management (“CIM”) Services (together, “Identity Services”) through the Snowflake Marketplace (“Marketplace Consumer”).
By clicking the acceptance button upon the Snowflake Marketplace, Marketplace Consumer expressly agrees to and consents to be bound by all the terms contained within these Supplemental Terms, including the Confidentiality Addendum attached as Exhibit A. TransUnion shall then, in its sole discretion, perform credentialing upon the potential Marketplace Customer and determine whether to permit access to the Identity Services.
a. License. If granted access to the Identity Services, TransUnion shall grant to Marketplace Consumer a limited, non-exclusive, revocable, non-transferable, non-assignable license to access and use the information provided by TransUnion hereunder, including any Identity Services’ outputs (“Services and Services Information”) within the United States during the Term for the Permitted Uses and subject to the terms of this agreement.
b. Permitted Uses. TransUnion will provide Marketplace Consumer with the Services for the following permitted uses (“Permitted Uses”):
i. Linkage and matching, organization of Marketplace Consumer’s internal consumer data;
ii. Internal analytics, model development and use, insights and profile reporting;
iii. Audience creation and selection for targeting and suppression use;
iv. User engagement, optimization and personalization.
c. Limitations and Restrictions. All use of Services and Services Information is subject to the TransUnion’s written input file specifications, user guides and other written technical specifications (“Technical Specifications”). Marketplace Consumer acknowledges that the Services and Services Information are meant for Marketplace Consumer and are to be used in Marketplace Consumer’s own delivery of digital advertising and targeted marketing services, and therefore cannot be provided, licensed or sublicensed to any third parties. Marketplace Consumer will not, and agrees to not assist or authorize another party to, remove or alter TransUnion copyrights and other proprietary legends on any TransUnion deliverables. For the avoidance of doubt, Services and Services Information must reside only with the Marketplace Consumer to whom the Service is provided and must be used solely with Marketplace Consumer’s own products/services and not used stand-alone. It is expressly understood and agreed that the Services and Services Information hereunder are not intended to be consumer report information, nor subject to the Fair Credit Reporting Act (15 U.S.C. §1681 et seq.) ("FCRA") nor information subject to the Gramm-Leach-Bliley Act, Title V, Subtitle A, Financial Privacy (15 U.S.C. § 6801-6809) (“GLB”), and will not be used as such by Marketplace Consumer. Marketplace Consumer is prohibited from using the Services and Services Information hereunder, in whole or in part: (i) to take any adverse action (as defined by the FCRA) against an individual consumer; (ii) to represent, or as proxy, or to market as, individual level credit data; (iii) for the renegotiating or restructuring of debt; (iv) to facilitate any advertising for adult entertainment, sexual paraphernalia, firearms, illegal gambling, or any other product or service that is illegal; (v) to discriminate against any Federally protected class, including but not limited to, on the basis of race, ethnicity, age, gender, religion or creed, sexual orientation, physical or mental disability, veteran status, genetic information, or citizenship, or in any way that could be deemed unfair, predatory, deceptive, discriminatory or abusive under applicable law; (vi) to engage in activities tending to cause disproportionately adverse effects upon any group, category, or subset of persons; (vii) for employment, credit, health care, insurance, or charity care eligibility, underwriting, or pricing; (viii) to merge, in any manner, with any other data elements, products or services that are subject to the FCRA; (ix) to predict or develop a model that would predict the efficacy of any treatment for a medical condition, or the propensity for a consumer to fulfill or use a prescription drug or medical device; (x) reporting market research for public dissemination; (xi) for purposes that are not within Marketplace Consumer’s normal course of business; (xii) to disclose to any third parties other than as authorized herein; and/or (xiii) directly or indirectly, attempt to derive individual-level credit data from such.
This agreement does not contemplate “works made for hire” as defined by the Copyright Act of 1976, and the parties do not intend any work product development for the benefit of either party. During and after the Term, Marketplace Consumer will not assert, nor will Marketplace Consumer authorize, assist, or encourage any third party to assert, against TransUnion or any of its affiliates, Marketplace Consumers, vendors, business partners, licensors, any patent infringement or other intellectual property infringement claim regarding any Services or Services Information used by the Marketplace Consumer. In the event that the Marketplace Consumer contributes, to any extent, to any improvement or modification to TransUnion Intellectual Property, Marketplace Consumer hereby automatically assigns to TransUnion at the time of such contribution, without any requirement of further consideration or accounting, any right, title, or interest, including all intellectual property and other proprietary rights, it may have in such contributions. Upon the request of TransUnion, Marketplace Consumer shall take such further actions including, without limitation, execution and delivery of instruments of conveyance, as may be reasonable and appropriate to give full and proper effect to such assignment. Moreover, at TransUnion’s expense, Marketplace Consumer shall also cooperate in prosecuting patent applications, infringement actions, and other intellectual property enforcement procedures deemed necessary by TransUnion.
d. License from Marketplace Consumer. To the extent TransUnion accesses Marketplace Consumer’s data in connection with the delivery of the Services and Services Information, Marketplace Consumer hereby grants to TransUnion a limited, non-exclusive, revocable, non-transferable, non-assignable license to access and use Marketplace Consumer’s data and Confidential Information within the United States for the delivery of Services and Services Information.
a. Marketplace Consumer understands and agrees that TransUnion will permit Marketplace Consumer to access the Services and Services Information only if Marketplace Consumer meets, and continues to meet, the credentialing standards reasonably established by TransUnion, in its sole discretion, from time to time. Marketplace Consumer agrees to cooperate fully with any credentialing procedures used to establish such credentialing as may be reasonably required by TransUnion. Marketplace Consumer understands that if any change to its corporate identity should occur, Marketplace Consumer may be subject to re-credentialing.
b. Marketplace Consumer certifies that Marketplace Consumer is not a telephone solicitor doing business in Massachusetts or Connecticut and using the data provided by TransUnion for the initiation of a telephone call or message to encourage the purchase or rental of, or investment in, property, goods or services, that is transmitted to a consumer.
a. Marketplace Consumer herby represents and warrants that (a) it is a duly formed entity (i.e., corporation or limited liability Marketplace Consumer) in good standing under the laws of the state of its incorporation or organization; (b) it is qualified to transact business in the United State and all individual states or jurisdictions where the ownership of its properties or nature of its operations requires such qualification; (c) it has full power and authority to enter into and perform this agreement; (d) the execution and delivery of this agreement have been duly authorized; (e) it is not in one of the following restricted industries: credit repair, debt counseling, pay day loans, pornography, or illegal or illicit products, services, drugs or weapons; (f) it will comply with all applicable laws in connection with this agreement and the use of the Identity Services, including all applicable federal and state laws, applicable privacy and data security laws, and any applicable self-regulatory guidelines, and will continue to comply with such applicable laws as they may change from time to time.
b. Marketplace Consumer agrees that TransUnion shall not be required to provide any support services, diagnostic services, or other troubleshooting to Marketplace Consumer relating to the use or delivery of Services or Services Information obtained through the Snowflake Marketplace.
c. Marketplace Consumer will comply with Technical Specifications. Marketplace Consumer is responsible for determining the best and proper use of the Services and Services Information. Marketplace Consumer is solely responsible for ensuring that its use of the Services and Services Information will at all times be in compliance with any applicable federal, state and local laws and regulations as well as any applicable self-regulatory guidelines. Additionally, Marketplace Consumer is responsible for its Marketplace Consumers’ compliance with the applicable terms of this agreement.
d. TransUnion will provide Marketplace Consumer with access to and use of the Identity Services through the Snowflake Marketplace and related Snowflake systems and infrastructure. For purposes of this agreement, the “Identity Services” includes all technology, software, website, services, materials, data, information, outputs, models, business rules, data processing mechanisms, information, intellectual property, and know-how in whatever format or media it may be presented available within or via the Identity Services or used in connection therewith. The Identity Services may only be used for the Permitted Uses as set forth herein and in accordance with the agreement and Technical Specifications. Marketplace Consumer is solely responsible for keeping a backup of any information or data that Marketplace Consumer uploads into the Identity Services. Marketplace Consumer may not, and agrees to not assist or authorize another party to, use, copy, store, reproduce, decompile, disassemble, create derivative works, reverse engineer, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, grant any rights to a third party, or commercially exploit any data or materials provided by TransUnion through the Identity Services in any manner not expressly permitted by the agreement. Marketplace Consumer will not, and agrees to not assist or authorize another party to, sublicense, resell, reuse, or otherwise grant any rights in the Identity Services to any third party. Marketplace Consumer will not, and agrees to not assist or authorize another party to, (a) use any “deep link,” “page scrape,” “robot,” “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Identity Services or in any way reproduce or circumvent the navigational structure or presentation of the Identity Services to obtain or attempt to obtain any materials, data, documents, or information through any means not purposely made available through the Identity Services, (b) attempt to gain unauthorized access to any portion or feature of the Identity Services, including, without limitation, the account of any other authorized user(s), or any other systems or networks connected to the Identity Services or TransUnion server or to any of the services offered on or through the Identity Services, by hacking, password “mining,” or any other illegitimate or prohibited means, (c) probe, scan, or test the vulnerability of the Identity Services or any network connected to the Identity Services nor breach the security or authentication measures on the Identity Services or any network connected to the Identity Services, (d) reverse look-up, trace, or seek to trace any information on any other authorized user or visitor to the Identity Services, (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Identity Services or TransUnion’s systems or networks or any systems or networks connected to the Identity Services, (f) use any device, software, or routine to interfere with the proper working of the Identity Services or any transaction conducted on the Identity Services, or with any other person’s use of the Identity Services, (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise Marketplace Consumer identity or the origin of any message or transmittal Marketplace Consumer send to TransUnion on or through the Identity Services, (h) use the Identity Services to harvest or collect email addresses or other contact information, (i) market, co-brand, private label, separately distribute, resell, or otherwise permit third parties to access and use the Identity Services or any part thereof without TransUnion’s express, separate, and prior written permission, or (j) use the Identity Services in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact TransUnion. Marketplace Consumer will access the Identity Services only from computers located in the United States, and all Services and Services Information shall be stored and maintained within the United States. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE IDENTITY SERVICES IS PROVIDED AS-IS, AS AVAILABLE, AND WITH ALL FAULTS. TRANSUNION MAKES NO WARRANTIES OF ANY KIND, AND TRANSUNION, ON BEHALF OF ITSELF, ITS AFFILIATES, LICENSORS AND PROVIDERS, EXPRESSLY DISCLAIMS ANY WARRANTY AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR FREE SERVICE, ERROR CORRECTION, COMPLIANCE WITH LAWS, AVAILABILITY, ACCURACY AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TRANSUNION, ITS AFFILIATES, LICENSORS AND PROVIDERS DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE IDENTITY SERVICES. MARKETPLACE CONSUMER USE OF THE IDENTITY SERVICES IS AT MARKETPLACE CONSUMER’S OWN RISK.
e. Marketplace Consumer covenants that its use of the Services and Services Information will be legal, and specifically that it will comply with all applicable privacy and data protection laws, rules, and regulations related to its use of the Services and Services Information. It is Marketplace Consumer’s sole responsibility to honor all Do Not Call, Do Not Mail, and similar Do Not Solicit federal, state, county and local regulations.
f. Marketplace Consumer acknowledges that certain states have enacted laws placing restrictions on telemarketing activities, including but not limited to permitting a telephone subscriber to give public notice that he/she does not wish to receive sales solicitation telephone calls. TransUnion disclaims any warranty, express or implied, that the names and/or telephone numbers of all such subscribers have been identified on or deleted from the Services and Services Information.
a. TransUnion reserves the right, at TransUnion's sole option, to immediately suspend its performance, in whole or in part, under this Agreement, thereby blocking Marketplace Consumer’s access to the Identity Services, or immediately terminate this Agreement, if TransUnion, in good faith and in its sole discretion, determines that: (i) the requirements of any law, regulations and/or judicial action have not been met by Marketplace Consumer; (ii) as a result of any new, or changes in existing, Laws, regulations, and/or judicial actions, that the requirements of any Law, regulation and/or judicial action will not be met; (iii) the use of the Services is the subject of litigation or threatened litigation; (iv) any product, process, or both, including, without limitation, any software, information, data, or other material, as well as any intellectual property rights embodied by any or all of the foregoing (whether licensed to, owned by, or otherwise controlled by, TransUnion), and necessary (as reasonably determined by TransUnion) for the provision of the Services to Marketplace Consumer is/are enjoined, likely to be enjoined (in TransUnion's counsel's written opinion), or the licenses thereto is/are terminated or materially modified; (v) Marketplace Consumer poses a security risk to the Services and/or TransUnion; and/or, (vii) any combination of the foregoing.
b. TransUnion further reserves the right to, during the period in which Marketplace Consumer uses and/or accesses the Identity Services, supplement, modify, and or amend the Supplemental Terms based upon changes in law, regulation, or third-party obligations. In the event TransUnion determines such a supplement, modification, or amendment is necessary, it shall upload such changes to the Snowflake Marketplace. If Marketplace Consumer fails to adhere to such a supplement, modification, or amendment to this agreement, then TransUnion may immediately suspend and/or terminate access to Services or Services Information.
a. Indemnity. Marketplace Consumer will defend, indemnify, and hold harmless TransUnion, its Affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or relating to any third party claim concerning: (a) Marketplace Consumer’s use of the Services and Services information; (b) breach of this agreement or violation of applicable law by Marketplace Consumer; or (c) Marketplace Consumer content or the combination of Marketplace Consumer content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Marketplace Consumer content or by the use, development, design, production, advertising or marketing of Marketplace Consumer content. If TransUnion or its Affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, Marketplace Consumer will also reimburse TransUnion for its reasonable expenses (including, without limitation, attorney fees) incurred in responding to the third party subpoena or other compulsory legal order or process. Any defense to claims hereunder shall be conducted and controlled by the Marketplace Consumer at its own expense, but Marketplace Consumer shall not agree to any settlement that admits anything on behalf of TransUnion or imposes TransUnion any obligation other that the payment of amounts subject to indemnification by Marketplace Consumer without TransUnion’s express consent – which shall not be unreasonably withheld. TransUnion shall provide Marketplace Consumer with all necessary assistance, information and authority to perform the above. Further, TransUnion may participate in the defense of its indemnified claim at its own expense.
b. LIMITATION OF LIABILITY. TRANSUNION MAKES NO WARRANTIES, EXPRESS OR IMPLIED, HEREUNDER WITH RESPECT TO THE SERVICES, DATA, OR THE MEDIA ON WHICH THE DATA IS PROVIDED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TRANSUNION’S AGGREGATE LIABILITY TO MARKETPLACE CONSUMER, WHETHER FOR NEGLIGENCE, BREACH OF WARRANTY, OR ANY OTHER CAUSE OF ACTION, SHALL BE LIMITED TO TWENTY THOUSAND US DOLLARS ($20,000.00). IN NO EVENT SHALL TRANSUNION 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.
a. Audit. During the Period in which Marketplace Consumer subscribes to the Identity Services, and for a period of three (3) years thereafter, TransUnion may, upon reasonable notice and during normal business hours, audit Marketplace Consumer’s policies, procedures and records which pertain to the Supplemental Terms and to ensure compliance with the Supplemental Terms.
b. No Substitution of Legal Counsel. Marketplace Consumer acknowledges and agrees that TransUnion is not authorized to practice law, nor may any of TransUnion officers, employees or agents provide legal counsel to Marketplace Consumer. TransUnion and its products and services are not a substitute for the advice of an attorney.
c. No Assignment or Substitution. Marketplace Consumer may not assign or otherwise transfer these Supplemental Terms, in whole or in part, to another entity, including an affiliate or subsidiary of Marketplace Consumer. Any assignment or transfer in violation of this Section 5(c) will be void.
d. Publicity/Use of Names. Marketplace Consumer will not: (i) use the name, trademark, logo or other identifying marks (the “Marks”) of TransUnion in any sales, marketing or publicity activities or materials (the “Materials”); or, (ii) issue any media release, public announcements, interviews or other public disclosures regarding this Agreement or the parties’ relationship. For the avoidance of doubt, nothing in this paragraph shall restrict any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of the releasing party.
e. ENTIRE AGREEMENT. EXPECT IF MARKETPLACE CONSUMER HAS ENTERED SPERATELY INTO AN ACTIVE MASTER SERVICES AGREEMENT WITH TRANSUNION WITHIN THE PREVIOUS FIVE (5) YEARS THIS AGREEMENT, ALONG WITH EXHIBIT A HERETO, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT MAY NOT BE ALTERED, AMENDED, OR MODIFIED EXCEPT BY WRITTEN INSTRUMENT SIGNED BY THE DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF MARKETPLACE CONSUMER HAS DIRECT KNOWLEDGE OF ALL FACTS CERTIFIED AND THE AUTHORITY TO BIND MARKETPLACE CONSUMERTO THE TERMS OF THIS AGREEMENT.
Acceptance of these Supplemental Terms includes acceptance of the following Confidentiality Addendum, which shall govern the confidentiality of data shared between the parties: