Master Services &
Data Licensing Agreement
Last Updated: June 4th, 2026
This Master Services and Data Licensing Agreement ("Agreement") governs your access to and use of the data products and services made available by RevOptimal, LLC ("RevOptimal"), whose place of business is at 612 Andrew Higgins Dr, #2000, New Orleans, LA 70130. By accessing or using RevOptimal data or services, or by executing an Order or insertion order that references this Agreement, you ("Customer") agree to be bound by this Agreement as of the earlier of the date Customer first accesses or uses the Services or the Effective Date of the applicable Order (the "Effective Date"). If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case "Customer" refers to that entity. Customer and RevOptimal will be referred to individually as a "Party" and together as the "Parties."
List of Schedules
Capitalized terms not otherwise defined in this Agreement will have the meanings assigned to them in this Section 1:
2.1 Product Schedules. Each Service Module is governed by this Agreement and the applicable Product Schedule. The Product Schedule controls over this Agreement for matters specific to that Service Module. An Order controls over both for matters specific to that Order. Each Product Schedule specifies: (a) the description of the Service Module; (b) Authorized Uses; (c) the applicable Data Protection Schedule (A or B); (d) any product-specific data protection terms additional to the applicable Data Protection Schedule; and (e) cross-references to applicable Exhibits.
2.2 Orders. Customer orders specific Service Modules by executing an Order referencing this Agreement and the applicable Product Schedule. Each Order specifies the Order Term, Fees, data fields or segments licensed, and any additional Order-specific terms.
3.1 License Grant. Subject to Customer's continued compliance with this Agreement, including payment of all applicable Fees, RevOptimal grants Customer and its Affiliates a worldwide, revocable, time-limited, non-exclusive, non-transferable, non-sublicensable right, for the applicable Order Term, to access and use the Services and/or Licensed Data solely in accordance with this Agreement, the applicable Product Schedule, and the Documentation.
3.2 Authorized Uses. Customer may use each Service Module solely for the Authorized Uses specified in the applicable Product Schedule.
3.3 Third-Party Applications. Customer may integrate the Services with Third-Party Applications as permitted by the applicable Product Schedule or Order. By implementing such integration, Customer instructs RevOptimal to access and interoperate with the Third-Party Application as necessary to provide and support the Services. Customer is responsible for complying with all applicable third-party terms, policies, and licenses.
3.4 Query Data. By submitting Query Data to the Services, Customer grants RevOptimal the right to process Query Data during the Order Term to provide and support the Services. As between the Parties, Customer owns all right, title, and interest in and to Customer's environment and Query Data, subject to RevOptimal's rights under this Agreement and the applicable Data Protection Schedule.
3.5 Affiliate Access. Customer may not use the Services or Licensed Data for the benefit of any person or entity other than itself and its Affiliates. RevOptimal may revoke Affiliate access where it reasonably determines an Affiliate has violated this Agreement. Customer remains liable for all acts and omissions of its Affiliates.
3.6 Use Restrictions. In addition to Exhibit A (Prohibited Uses), Customer will not, and will ensure its Authorized Users and Affiliates do not: (i) distribute, sublicense, transfer, sell, or make available Licensed Data to any third party except as expressly authorized in the applicable Product Schedule; (ii) incorporate Licensed Data into Customer's own products for sale or licensing to third parties not identified in the applicable Product Schedule without RevOptimal's prior written consent; (iii) gain unauthorized access to RevOptimal's systems, networks, or databases; (iv) modify, copy, or create derivative works based on the Services or any portion thereof; (v) reverse engineer, disassemble, or decompile the Services or attempt to discover their source code; (vi) remove or alter any proprietary notices in the Services or Documentation; (vii) transmit or store Malicious Code — meaning any virus, malware, ransomware, Trojan horse, worm, spyware, or similar code designed to impair the Services; (viii) use the Services or Licensed Data in violation of this Agreement or Applicable Laws; or (ix) override or circumvent any security feature or use limit of the Services.
4.1 Applicable Data Protection Schedules. All Personal Data processing conducted in connection with the Services is governed by the applicable Data Protection Schedule. Each Data Protection Schedule sets out RevOptimal's overarching approach to data protection for the Product lines it covers. Product-specific data protection requirements that apply only to a single Service Module are set out in the applicable Product Schedule under the heading "Additional Data Protection Terms" and are supplementary to the applicable Data Protection Schedule.
4.2 Separately Executed Data Terms. Where the Parties separately execute a full Data Protection Addendum ("DPA"), the terms of that DPA supplement and, where in conflict, control over the applicable Data Protection Schedule. Each Data Protection Schedule serves as the operative data protection framework in the absence of an executed DPA.
4.3 Security. Each Party will implement and maintain reasonable technical and organizational security measures appropriate to the nature of the data it processes under this Agreement, as required by Applicable Laws, and as further specified in the applicable Data Protection Schedule. Customer is responsible for maintaining the confidentiality and security of its access credentials and will immediately notify RevOptimal of any unauthorized access or security breach.
5.1 Ownership. Subject to the limited rights expressly granted under this Agreement, RevOptimal owns and reserves all rights, title, and interest in and to the Services, Licensed Data, and all RevOptimal Materials. No rights are granted to Customer, its Affiliates, or any Authorized User other than as expressly set forth in this Agreement and the applicable Product Schedule.
5.2 Account Access and Investigations. RevOptimal may access Customer's account and Usage Data to respond to support requests and investigate potential violations. If RevOptimal reasonably believes a violation has occurred, it may suspend Customer's account with advance notice.
5.3 Services Changes. RevOptimal may modify the Services as it deems appropriate, provided such changes do not materially decrease the features or functionality existing at the Effective Date of the applicable Order.
6.1 Fees. Customer will pay all Fees in accordance with this Agreement and applicable Orders. Except as otherwise specified in this Agreement or an applicable Order, all Fees are payable in US dollars within thirty (30) days of invoice and are non-cancellable, non-refundable and not subject to offset.
6.2 Late Payment. Except in the event and to the extent of a good faith dispute under this Section 6, if Customer fails to make payment when due, without limiting RevOptimal's other rights and remedies: (a) RevOptimal may charge interest on the past due amount at a rate of one percent (1%) per month or, if lower, the highest rate permitted under applicable law; (b) Customer will reimburse RevOptimal for all reasonable costs incurred by RevOptimal in collecting any late payments or interest; and (c) if such failure continues, RevOptimal may suspend Customer's and its Authorized Users' access to the Services until such amounts are paid in full.
6.3 Fee Disputes. Customer must assert any dispute with regard to Fees in writing within ten (10) days of receipt of the relevant invoice. RevOptimal will not exercise its suspension or termination rights or apply interest on late Fees if Customer disputes the applicable charges reasonably and in good faith and provides reasonable cooperation to resolve the dispute in a timely manner.
6.4 Taxes. Customer will be responsible for all sales, service, value-added, use, excise, consumption and any other taxes on amounts payable by Customer under this Agreement, other than any taxes based on RevOptimal's income, revenues, gross receipts, personnel or assets (collectively, "Taxes"). Without limiting the foregoing, if Customer is required to deduct or withhold any Taxes under Applicable Laws outside the United States, Customer will remit such taxes in accordance with those Applicable Laws and all Fees payable will be increased so that RevOptimal receives an amount equal to the sum it would have received had no withholding or deduction been made.
7.1 Term. This Agreement remains in effect from the Effective Date through expiration or earlier termination of the last Order in effect. Each Order automatically renews for additional one-year periods unless either Party gives at least thirty (30) days' written notice of non-renewal before expiration of the Order.
7.2 Suspension. RevOptimal may suspend Customer access with reasonable advance notice to comply with court orders or investigate changes in Applicable Laws, or as provided in Sections 6.2 and 5.2. RevOptimal will work with Customer in good faith to resolve the triggering event and lift the suspension as promptly as practicable.
7.3 Termination. RevOptimal may terminate this Agreement, or any Order, upon written notice to Customer (i) if Customer fails to pay any undisputed amount due under an Order, and such failure continues more than thirty (30) days after RevOptimal's delivery of written notice, (ii) if RevOptimal reasonably determines that continuation of the Services or licensing of Licensed Data is or has become prohibited by any Applicable Laws, or (iii) where RevOptimal is required by court order. In addition, either Party may terminate all Orders and this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement and such breach (if capable of cure) remains uncured for more than thirty (30) days after the non-breaching Party provides the breaching Party with written notice of breach.
7.4 Effect of Termination. Upon expiration or termination of this Agreement or any Order: (a) except as expressly provided in this Agreement or applicable Product Schedule or Order, all rights granted to Customer with respect to the Services (or the applicable portion thereof) will terminate effective as of the effective date of such termination or expiration; (b) Customer shall take the data deletion steps as set out in the applicable Data Protection Schedule; (c) any and all unpaid Fees outstanding under this Agreement (or the applicable Order(s)) for use of the Services and Licensed Data, through the effective date of the termination or expiration, will become immediately due and payable; and (d) Customer will pay RevOptimal all such outstanding Fees within thirty (30) days of such termination or expiration.
7.5 Pro-Rated Refund. If an Order or this Agreement is terminated early by Customer for RevOptimal's uncured material breach of this Agreement, RevOptimal will refund to Customer a pro rata share of any unused amounts prepaid by Customer under applicable Order(s) terminated on the basis of the remaining portion of the current term of such applicable Order(s).
7.6 Survival. Sections 4, 5, 6, 7, 8, 9, 10, 11, and 12 survive termination of this Agreement. Any other provisions that by their nature should survive termination will also survive.
8.1 Definitions. As used herein, "Confidential Information" means all information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as "Confidential," "Proprietary," or the like and/or that the Receiving Party should reasonably understand as being confidential or proprietary given the nature of the information and the circumstances of the disclosure. With respect to RevOptimal, the Services and all RevOptimal Data, and any processes, databases, methods, algorithms, ideas, know-how and other information related to the foregoing constitute Confidential Information of RevOptimal.
8.2 Exceptions. Confidential Information will not include any information that: (a) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (b) was in the rightful possession or known by the Receiving Party prior to receipt from the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party who obtained such Confidential Information without any breach of any obligation owed to the Disclosing Party; (d) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (e) is disclosed to a third party in response to a subpoena or order of a court or administrative agency, provided that the Receiving Party complies with Section 8.3.
8.3 Obligations. Each party agrees not to disclose the other party's Confidential Information, or use the other party's Confidential Information, for any purpose other than to perform its obligations or exercise its rights under this Agreement, and will protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives and service providers having a legitimate need to know, provided that such parties are bound to confidentiality obligations no less protective of the Disclosing Party's Confidential Information than this Section 8 and that the Receiving Party remains responsible for compliance by any such party with the terms of this Section 8.
8.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior written notice of such compelled disclosure and reasonable assistance (at Disclosing Party's cost) if the Disclosing Party wishes to contest the disclosure or seek a protective order.
8.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 8, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
8.6 Publicity. Neither Party will, except as otherwise required by Applicable Law or stock exchange requirements, issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other Party's marks or logos without the prior written consent of the other Party; provided, however, that RevOptimal may include Customer's name and logo in its lists of customers, its public website and other promotional materials.
9.1 Mutual. Each party represents and warrants that: (a) it is existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full right, power, and authority to enter into and perform its obligations under this Agreement; (c) this Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms; and (d) the execution, delivery and performance of such party's obligations under this Agreement will not result in a breach or conflict of, or constitute a default under, any instrument or contract to which such party is bound.
9.2 Of Customer. Customer further represents and warrants that: (i) it will comply with all Applicable Laws relating to Licensed Data, Account Data, and Query Data; (ii) its use of the Services will be solely for Authorized Uses; (iii) it has independently assessed its own lawful basis for processing activities using Licensed Data; and (iv) where applicable, it will implement required opt-out mechanisms before activating Licensed Data on Activation Platforms.
9.3 Of RevOptimal. RevOptimal further represents and warrants that: (i) the Services will operate in material conformance with the Documentation; (ii) it will perform the Services professionally and in accordance with generally accepted industry standards; (iii) it will comply with all Applicable Laws related to the Services and Licensed Data, regardless of any Customer instructions where fulfilling its independent obligations; and (iv) Licensed Data was collected under a valid lawful basis with notices sufficient to encompass the Authorized Uses in the applicable Product Schedule.
10.1 By RevOptimal. RevOptimal will defend, indemnify, and hold harmless Customer and its employees, contractors, agents, officers, and directors ("Customer Indemnitees") from all claims, damages, losses, and expenses (including reasonable attorneys' fees) ("Losses") arising from: (a) any third-party claim that the Services, when used as permitted, infringe third-party Intellectual Property Rights; or (b) any third-party claim arising from RevOptimal's material breach of its data provenance representations in Section 9.3, including failure to have a valid lawful basis for collecting and licensing Licensed Data. RevOptimal has no obligation to indemnify where a claim arises from: (i) Customer's environment, Third-Party Applications, or Activation Platforms; (ii) Account Data, Query Data, or Customer credentials; (iii) Customer's use of Services or Licensed Data in violation of this Agreement; or (iv) use of Licensed Data for Prohibited Uses under Exhibit A or the applicable Product Schedule.
10.2 By Customer. Customer will defend, indemnify, and hold harmless RevOptimal, its Affiliates, and their employees, contractors, agents, officers, and directors ("RevOptimal Indemnitees") from all Losses arising from: (a) Customer's use of Licensed Data for any use not authorized under this Agreement, including Prohibited Uses under Exhibit A or the applicable Product Schedule; (b) Customer's activation of Licensed Data in violation of this Agreement or Privacy Laws; (c) Customer's failure to implement required opt-out mechanisms; or (d) any third-party claim under Privacy Laws resulting from Customer's misuse of Licensed Data.
10.3 Procedure. The indemnification obligations contained in this Agreement are conditioned upon: (i) notice by the party seeking indemnity ("Indemnitee") to the party from whom indemnity is sought ("Indemnitor") of any Claim for which indemnity is claimed within five (5) days of the Indemnitee receiving notice of such claim (failure to meet this condition does not exempt the Indemnitor of its indemnification obligation, except to the extent that failure has materially prejudiced the Indemnitor's ability to defend the Claim); (ii) complete control of the defense and settlement of the Claim by the Indemnitor, provided that no settlement may be made without the consent of the Indemnitee, such consent not to be unreasonably withheld or delayed; and (iii) reasonable cooperation by the Indemnitee in the defense as the Indemnitor may request. The Indemnitee has the right to participate in the defense against the indemnified Claims with counsel of its choice and at its own expense but may not confess judgment, admit liability, or take any other actions prejudicial to the defense. Further, the Indemnitee may not settle an indemnified claim unless such settlement includes an unconditional release of the other party from all liability on all Claims, or the other party gives its prior written consent, which shall not be unreasonably withheld. THIS SECTION 10 STATES EACH PARTY'S ENTIRE LIABILITY TO THE OTHER AND EACH PARTY'S SOLE RIGHT AND REMEDY FOR ANY THIRD-PARTY CLAIM DESCRIBED IN THIS SECTION 10.
11.1 Disclaimers. REVOPTIMAL DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES (WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY), INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. REVOPTIMAL DOES NOT WARRANT THAT THE SERVICES OR LICENSED DATA WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER SHOULD NOTE THAT IN USING THE SERVICES, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES NOT UNDER REVOPTIMAL'S CONTROL. REVOPTIMAL MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES. THE FOREGOING DOES NOT LIMIT THE EXPRESS WARRANTIES IN SECTION 9.3.
11.2 No Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT IN RESPECT OF THE PARTIES' RESPECTIVE INDEMNIFICATION OBLIGATIONS SET OUT IN SECTION 10, NEITHER WILL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT — INCLUDING ALL PRODUCT SCHEDULES, ORDERS, DATA PROTECTION SCHEDULES, AND EXHIBITS — IS LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, EACH PARTY'S AGGREGATE LIABILITY IS LIMITED TO THREE TIMES (3X) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.1 No Waiver. This Agreement and any Order may not be altered, amended, or modified in any way except by a writing signed by both parties. The failure of a party to enforce any provision of this Agreement or any Order will not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.
12.2 Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the rest of the Agreement will remain in full force and effect.
12.3 Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Louisiana, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. The Parties consent to the exclusive jurisdiction of the state and federal courts in New Orleans, Louisiana. Mandatory provisions of the GDPR, UK GDPR, or other Privacy Laws that cannot be varied by contract apply to the extent required.
12.4 Entire Agreement. This Agreement — together with all Product Schedules, Data Protection Schedules, Orders, and Exhibits — constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. Any Customer purchase order or document submitted to RevOptimal containing terms different from or additional to this Agreement is rejected and has no effect.
12.5 Conflict Priority. In the event of conflict: an Order controls over a Product Schedule; a Product Schedule controls over this Agreement body for Service Module-specific matters; a Data Protection Schedule controls over this Agreement body and a Product Schedule for all data protection, privacy, and Personal Data matters; Exhibit A (and any other alphabetically ordered Exhibits) control over all other documents for the matters they govern.
12.6 Relationship. RevOptimal and Customer are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between RevOptimal and Customer. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever. This Agreement does not confer any benefits on any third party unless expressly stated therein.
12.7 Assignment. Neither party may assign or delegate its rights, duties, and obligations under this Agreement without the other party's prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. Any attempted assignment without such consent will be null and of no effect. Notwithstanding the foregoing, a party may assign this Agreement in its entirety, upon notice to the other party, in connection with a merger, acquisition, corporate reorganization, or sale of such party's equity or assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
12.8 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
12.9 Remedies. Except as expressly prohibited hereunder, in the event of any breach of this agreement by either party, the non-breaching party will be entitled to seek any and all remedies available under law or equity, including but not limited to damages, specific performance, and injunction.
12.10 Force Majeure. RevOptimal will not be liable for disruptions to the Services or nonperformance resulting from force majeure, including natural disasters, labor disturbances, nonperformance by subcontractors or suppliers, delays or failures of telecommunications, weather conditions, war, terrorism, epidemics, governmental or court orders, or any other reason beyond the reasonable control of RevOptimal.
12.11 Notices. Any notice required or permitted by this Agreement will be in writing and will be sent by email, courier, or personal delivery, addressed to RevOptimal at the address set out above and to Customer at the address specified in the applicable Order or at such other address for which such party gives notice hereunder. Notice is effective upon receipt. For RevOptimal, all notices must also be sent via electronic delivery Attn: Legal at legal@revoptimal.com.
12.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument.
Product Schedule 1
Pre-Built Segments | Full-View Profiles | Affinity and Intent Streams
Applicable Exhibits: Exhibit A (Prohibited Uses) | Exhibit B (Sensitive Data Schedule) | Exhibit C (Permitted Activation Channels) | Data Protection Schedule B
1. Description. RevOptimal makes available to Customer pre-built audience segments, deterministic full-view consumer and professional profiles (270M+ records), and affinity and intent streams derived from RevOptimal's independently compiled proprietary data assets. These Licensed Data products are compiled, maintained, and licensed by RevOptimal independently of Customer's instructions.
2. Role of the Parties. RevOptimal acts as an independent Controller and Data Licensor with respect to all Licensed Data provided under this Product Schedule. Customer acts as an independent Controller with respect to its receipt, activation, and downstream use of Licensed Data. The Parties' respective data protection obligations are governed by Data Protection Schedule B.
3. Authorized Uses. Customer may use Licensed Data under this Product Schedule solely for:
4. Prohibited Uses. All uses prohibited under Exhibit A (Prohibited Uses) apply to this Product Schedule. There are no additional prohibited uses specific to this Product Schedule beyond those in Exhibit A.
5. Sensitive Data (if applicable). Customer's use of any Sensitive Data categories within Licensed Data products under this Product Schedule is subject to Exhibit B (Sensitive Data Schedule). Customer may not combine Licensed Data attributes from separate Sensitive Data categories to create inferred sensitive profiles without compliance with Exhibit B (Sensitive Data Schedule).
6. Activation Platform Requirements. Activation of Licensed Data is limited to Permitted Activation Channels listed in Exhibit C. Customer must obtain RevOptimal's prior written consent before activating Licensed Data on any platform not listed in Exhibit C. Customer's obligations with respect to opt-out compliance, CPRA "sharing," GPC signal compliance, and flow-down restrictions are set out in Data Protection Schedule B.
7. Data Freshness. Profile data refresh frequency, segment update cadence, and intent stream recency are as specified in the applicable Order or Documentation. RevOptimal's accuracy obligations are limited to commercially reasonable practices consistent with industry standards for data of the type licensed.
8. Post-Termination Deletion. Post-termination deletion obligations are governed by Data Protection Schedule B.
9. Additional Data Protection Terms. The following terms apply specifically to this Product Schedule and supplement Data Protection Schedule B.
Exhibit A
Unless expressly agreed by RevOptimal in a signed writing, the following uses of any Licensed Data or Product Data provided by RevOptimal under this Agreement are strictly prohibited regardless of the applicable Product Schedule or Order:
1. FCRA-Regulated Purposes. Customer acknowledges that RevOptimal's data products are not consumer reports as defined under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., as amended ("FCRA"), and are not intended to be used, and may not be used, for any FCRA-regulated purpose. Customer may not use any Licensed Data, in whole or in part, as a factor in determining any individual's eligibility for, or in connection with:
2. Discriminatory Profiling. Customer may not use Licensed Data to create profiles, target audiences, or make decisions based on protected characteristics — including race, color, national origin, religion, sex, age, disability, or sexual orientation — in a manner that violates applicable anti-discrimination laws.
3. Unauthorized Resale and Sub-Licensing. Customer may not resell, redistribute, sub-license, or otherwise make Licensed Data available to any third party not identified as a Permitted Activation Channel in Exhibit C without RevOptimal's prior written consent.
4. Competitive Intelligence and Reverse Engineering. Customer may not use Licensed Data to: (a) develop competing data products or services; (b) reverse engineer RevOptimal's identity graph, matching algorithms, or data compilation methods; or (c) perform competitive analyses of RevOptimal's data assets for the purpose of replicating them.
5. Surveillance and Tracking. Customer may not use Licensed Data for unauthorized surveillance, stalking, or tracking of individuals without their knowledge and consent, or for any purpose that violates applicable wiretapping, electronic surveillance, or computer fraud laws.
6. Political Micro-Targeting Without Consent. Customer may not use political affinity or political opinion data segments for individual-level political micro-targeting or voter profiling without implementing the consent mechanisms required by applicable Privacy Laws.
7. Sensitive Health Data Targeting Without Compliance. Customer may not use health-adjacent segments or inferred health condition data for advertising or targeting purposes without complying with all applicable Privacy Laws related to health information, including presentation of applicable opt-outs or consents and not revealing health conditions of identifiable individuals.
8. Children's Data. Customer may not knowingly use Licensed Data to target individuals under the age of 13 (or such other age as defined under applicable law) for advertising or profiling purposes, or in any manner that would violate the Children's Online Privacy Protection Act (COPPA) or equivalent applicable law.
Exhibit B
1. Definition of Sensitive Segments. The following categories of data within RevOptimal's data products are designated as Sensitive Data for purposes of this Agreement. The definition of "Sensitive Data" in the main terms of the Agreement is governed entirely by this Exhibit.
| Sensitive Data Category | Examples |
|---|---|
| Health and Medical Data | Inferred or observed health conditions, prescription data, medical device usage, wellness behaviors, physical or mental health conditions |
| Precise Geolocation | Location signals accurate to within 1,750 feet or less; persistent location patterns indicating home, work, or medical facility visits |
| Financial Distress / Specific Financial Condition | Bankruptcy indicators, debt collection indicators, payday loan usage signals |
| Racial or Ethnic Origin | Inferred or observed racial or ethnic identity signals |
| Political Opinion or Affiliation | Political party affiliation, political donation signals, ideological scoring |
| Religious or Philosophical Beliefs | Inferred or observed religious affiliation or practice |
| Sexual Orientation or Gender Identity | Inferred or observed LGBTQ+ signals |
| Immigration Status | Inferred or observed citizenship or immigration status signals |
| Biometric Data | Fingerprints, facial geometry, voice prints used for identification |
| Children's Data | Data pertaining to individuals under 13 (or applicable age threshold) |
2. Enhanced Requirements Before Use. Before Customer may activate or use any Sensitive Data category identified in Section 1 of this Exhibit, all of the following conditions must be satisfied:
3. Combination Restriction. Customer may not combine Licensed Data attributes from two or more Sensitive Data categories — or combine Sensitive Data with non-sensitive attributes in a manner that creates an inferred sensitive profile — without: (i) satisfying all enhanced requirements in Section 2 for each Sensitive Data category involved; and (ii) RevOptimal's prior written consent to the specific combination.
4. Cannot-Comply Notification. If RevOptimal becomes aware that it is unable to comply with a Customer instruction involving Sensitive Data — including due to a change in applicable Privacy Laws or a determination that the instruction would violate this Agreement — RevOptimal will notify Customer. Upon notification, Customer must immediately suspend the relevant Sensitive Data activation until the Parties have agreed on a compliant approach in writing.
5. Sensitive Data Requests from Data Subjects. Data subject requests relating to Sensitive Data are governed by the applicable Data Protection Schedule. Where a deletion or opt-out request relates to a Sensitive Data category, Customer must: (a) promptly suspend all activations of the affected individual's Sensitive Data attributes upon notification from RevOptimal; and (b) confirm deletion or suppression to RevOptimal within thirty (30) days.
Exhibit C
1. Purpose. This Exhibit identifies the third-party platforms on which Customer is authorized to activate Licensed Data under this Agreement. Activation of Licensed Data is limited to the platforms listed in this Exhibit. Customer must obtain RevOptimal's prior written consent — which RevOptimal may grant or withhold in its reasonable discretion — before activating Licensed Data on any platform not listed in this Exhibit.
2. Permitted Activation Channels Table.
| Platform Name | Platform Type | Data Products Permitted | Activation Method |
|---|---|---|---|
| The Trade Desk | DSP | Pre-Built Segments; Device Graph | Segment Push via API |
| LiveRamp | Identity Resolution / Data Marketplace | Pre-Built Segments; Full-View Profiles; Device Graph | Authenticated Traffic Solution (ATS); Data Store |
| Adobe Advertising Cloud | DSP | Pre-Built Segments | Segment Push |
| Google DV360 | DSP | Pre-Built Segments | Segment Push via API |
| Amazon DSP | DSP | Pre-Built Segments; Affinity and Intent Streams | Segment Push |
| Salesforce Data Cloud | CRM / CDP | Full-View Profiles; Pre-Built Segments | Direct API Enrichment |
| Illumin DSP | DSP | Pre-Built Segments | Segment Push |
3. Order-Level Platform Authorization. Where an Order specifies one or more additional Activation Platforms not listed in the table in Section 2, those platforms are deemed added to this Exhibit for the duration of that Order only, subject to any restrictions specified in the Order. Such Order-level authorizations do not permanently amend this Exhibit.
4. Flow-Down Obligations. For each Permitted Activation Channel, Customer must ensure that: (a) Licensed Data is transmitted only for the Authorized Uses and in the activation method specified in the table above; (b) the Activation Platform's applicable data use terms do not conflict with the terms of this Agreement; (c) where RevOptimal receives or provides notice of data subject opt-out or deletion requests affecting data activated on a platform, Customer will implement suppression or deletion on that platform within thirty (30) days; and (d) Customer does not activate Sensitive Data on any platform in this Exhibit without a fully executed Sensitive Data Addendum and RevOptimal's written confirmation.
5. Updates to This Exhibit. RevOptimal may add, remove, or modify platforms listed in Section 2 upon thirty (30) days' written notice to Customer. If RevOptimal removes a platform on which Customer has active campaigns, RevOptimal will provide reasonable transition assistance. Customer may request addition of a platform not listed in Section 2 by written request to RevOptimal; RevOptimal will respond within fifteen (15) business days.
Data Protection Schedule A
1. Purpose. This Data Protection Schedule A ("DPS A") establishes the baseline data protection principles governing RevOptimal's processing of Personal Data. A separately executed DPA will govern detailed processing terms and controls; in the absence of an executed DPA, this DPS A is the operative data protection framework.
2. Processing Roles.
| Role | Applies When | Responsible Party |
|---|---|---|
| Processor | RevOptimal processes Customer-submitted data on Customer's instructions (Query Data, respondent data, Attribute Pass-Through Data) | RevOptimal follows Customer's documented instructions |
| Independent Controller | RevOptimal collects or retains data for its own purposes (Respondent Signal Data, HEM/MAID appending, retained survey data) | RevOptimal independently responsible for its own lawful basis and compliance |
| Joint Controller | Both Parties jointly determine purposes and means for specific configured activities (e.g., Attribute Pass-Through Data field selection under PS3) | Responsibilities allocated by written agreement in the applicable Order or a separately executed arrangement |
3. Core Obligations.
4. Post-Termination Deletion. Within thirty (30) days of termination of the applicable Product Schedule or Order: (a) RevOptimal will delete or return all Personal Data processed as Processor, at Customer's written election, and certify deletion in writing; and (b) Personal Data retained by RevOptimal as Independent Controller will be handled per RevOptimal's documented retention schedule, available to Customer upon request.
Data Protection Schedule B
1. Purpose. This Data Protection Schedule B ("DPS B") establishes the baseline data protection principles governing RevOptimal's licensing of Licensed Data. A separately executed DPA will govern detailed processing terms and controls; in the absence of an executed DPA, this DPS B is the operative data protection framework.
2. Roles of the Parties. RevOptimal and Customer each act as Independent Controllers with respect to Licensed Data. Neither Party acts as Processor for the other. Each Party independently complies with applicable Privacy Laws for its own processing activities.
3. RevOptimal's Baseline Obligations. As an independent data broker and Controller, RevOptimal will:
4. Customer's Baseline Obligations. As an Independent Controller of Licensed Data it receives, Customer will:
5. Breach Notification. RevOptimal will notify Customer within seventy-two (72) hours of becoming aware of a breach affecting Licensed Data in RevOptimal's systems. Customer is independently responsible for determining its own notification obligations to supervisory authorities and affected individuals with respect to Licensed Data in Customer's possession or on Customer's Activation Platforms.
6. Data Transfers. Cross-border transfers of Personal Data within Licensed Data will be made only under a lawful transfer mechanism as agreed in the applicable Order or DPA.
7. Post-Termination Deletion. Within thirty (30) days of termination of the applicable Product Schedule or Order: (a) Customer will delete all Licensed Data from its systems, suppress all Activation Platform activations, and certify deletion in writing to RevOptimal; and (b) where platform-level deletion is not technically feasible within thirty (30) days, Customer will notify RevOptimal, implement a suppression flag preventing further use, and confirm full deletion or expiration in writing once complete.
Ready to supercharge your ROAS?