This Ad Placement Service Addendum (this “Addendum”) is entered into by and between ZoomInfo Technologies LLC, or the applicable ZoomInfo affiliate identified in the agreement governing Customer’s access to ZoomInfo products and services (“ZoomInfo”), and the customer identified in that agreement (“Customer”).
This Addendum supplements the agreement between ZoomInfo and Customer governing Customer’s access to and use of ZoomInfo’s products and services (the “Agreement”). This Addendum applies automatically to Customer’s access to or use of any ad placement services available to Customer. Capitalized terms not defined in this Addendum have the meanings given in the Agreement.
If this Addendum conflicts with the Agreement, this Addendum controls solely with respect to ad placement services. Except as expressly modified by this Addendum, the Agreement remains in full force and effect.
Terms and Conditions
NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, ANY VIOLATION OF THESE AD PLACEMENT SERVICE-SPECIFIC TERMS AND CONDITIONS BY CUSTOMER SHALL NOT BE SUBJECT TO ANY LIABILITY LIMITATIONS OTHERWISE STATED OR AGREED UPON BY THE PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY LIMITATIONS ON INDIRECT OR CONSEQUENTIAL DAMAGES). ASSUMPTION OF FULL LIABILITY FOR COMPLIANCE WITH THE FOLLOWING TERMS AND CONDITIONS IS AN ESSENTIAL ELEMENT OF RECEIVING AD PLACEMENT SERVICES FROM ZOOMINFO.
ZoomInfo may: (i) remove or reject an ad for any reason; and (ii) change the formatting, size, positioning, and placement of Customer’s ads. If any ad is removed or rejected by ZoomInfo, ZoomInfo will endeavor to promptly notify Customer and indicate any relevant or applicable remedial action. Customer acknowledges that ZoomInfo cannot control how clicks are generated on Customer’s ads and is not responsible for any clickfraud, technological issues, or any other invalid clicks that may affect Customer’s ads.
If Customer is placing ads on behalf of another entity that is acting as the advertiser, Customer agrees that it has permission to place those ads and that Customer will be responsible for any violations of these terms by the advertiser.
Customer agrees that all ads have attributes accurately declared, including but not limited to advertiser domain and any other embedded attributes. All third-party impression/click trackers must be SSL compliant. Customer may not include any third-party vendors or tracking technology unless ZoomInfo has specifically approved such in advance in writing.
In the case of data generated by the ad placement services (“Audience Data”), Customer may not: (i) replicate (or enable a third party to replicate) the Audience Data; (ii) create second or third-party audiences or derive any other targeting data from the Audience Data; (iii) store the Audience Data outside of the Services; nor (iv) use the Audience Data after the termination of the underlying license or after the impression cap stated in the Order Form is reached, as applicable, whichever is earlier.
Unless specifically agreed to in advance and in writing, for any data that is collected or otherwise received or derived from the ads and Services, Customer: (i) will only share and use the data for internal business purposes in an aggregate and anonymous basis to assess ad campaign performance and metrics; (ii) will not use the data to create segments for retargeting outside of the ZoomInfo platform, allow piggyback tags, or overlay data on external segments for use with advertising campaigns outside the ZoomInfo ad placement services; (iii) will not use the data to create or augment profiles or segments, or otherwise associate them with a particular user, device, or other personally identifiable information; and (iv) will not share the data with any other advertising service provider, such as an ad network, ad exchange, data management platform, data broker or other monetization service.
Customer agrees that any ads it provides will not: (i) facilitate or promote illegal activity or content illegal content; (ii) contain content that is deceptive, misleading, defamatory, obscene, distasteful, racially or ethnically offensive, harassing, or that is discriminatory based upon race, gender, color, creed, age, sexual orientation, or disability; (iii) contain sexually suggestive, explicit, or pornographic content; (iv) infringe upon or violate any right of any third party, including, without limitation, any intellectual property, privacy, or publicity rights; (v) spawn additional windows or messages beyond the original ad; (iv) distribute adware, spyware, or viruses; (vii) auto-forward users’ browsers; (viii) resemble system dialogue boxes or error messages; (ix) intentionally obscure or falsify the source of the inventory or artificially inflate the volume of such inventory in any way; (x) promote the sale of firearms, ammunition, bombs or other weapons, or related design materials; or (xi) utilize rotating ad tags.
Customer agrees that landing pages: (i) may not contain any type of content prohibited herein; (ii) do not conflict with the products or representations in the ads; (iii) do not forcefully redirect to the user to other pages or content; and (iv) are secure (using TLS 1.2 or higher).
Customer shall ensure the accuracy of all ads it provides including, but not limited to: (i) ads and keywords must directly relate to the content on the landing page for the corresponding ad; (ii) ads cannot simulate email inbox notifications; (iii) ads may not resemble Windows, Unix, or Mac dialog boxes; (iv) ads may not contain fake hyperlinks; (v) all advertising claims must be factually supportable; (vi) all discounts and offers must be up-to-date and match the content on Customer’s website; (vii) all advertised products, prices, offers, and discounts must be available on Customer’s site within two clicks away from Customer’s landing page (at most) or through a basic site search; (viii) users must be able to perform the ad's call-to-action (if any) on the site within two clicks of the landing page; (ix) any pricing information in ads must comply with local regulations around the inclusion of tax and other applicable charges; and (x) ads may not advertise competitive content.
Customer shall ensure that ads that it provides comply with applicable local laws and regulations of the jurisdiction in which the ads will be served, including any laws or regulations requiring ads to be displayed in the local language.
Customer shall ensure it has a clear and conspicuous privacy notice available prominently on Customer’s website (a “User Notice”). The User Notice shall include (i) a description of the collection and use of data from and about users for advertising purposes by third parties, and (ii) access to an opt in or opt out choice with respect to such data collection, including with respect to cookies and similar technologies as is required by law or otherwise in accordance with industry self-regulatory principles. Customer shall ensure that its User Notice accurately describes data collection and use and, at minimum, include the information required and meet the standards for notice to users set by the Network Advertising Initiative (“NAI”) in the NAI Code of Conduct and associated guidance, including as relevant to the circumstances, the guidance on Viewed Content Advertising, Cross-Device, Non-Cookie Technologies, and any superseding, additional, or supplementary guidance (“NAI Code”). Additionally, Customer shall follow the requirements of the applicable local self-regulatory program such as the DAA Self-Governing Principles in the US (currently found at aboutads.info), the EDAA European Principles (currently found at edaa.eu) in Europe, or the DAAC principles (currently found at youradchoices.ca) in Canada.
Without limiting Customer’s obligations under any applicable law, Customer shall not cause ZoomInfo to process: (a) any information regarding an individual user’s specific health condition or any information or inference regarding health that would be considered sensitive under the NAI Code; (b) any information associated with a persistent identifier that is: (i) from or about individuals Customer knows or should know are children (children being individuals less than the greater of 13 years of age or the age defined by law in any applicable jurisdiction), (ii) any information from inventory that Customer knows or should know is directed to children, or (iii) any user or audience segments directed at or identifying children; (c) any Directly Identifying Information (defined below); or (d) any other information that would be considered protected, sensitive, special, or similar under applicable local law or local self-regulatory program, such as PHI as defined under the Health Insurance Portability and Accountability Act of 1996. Customer shall not combine any ZoomInfo data or data generated through the use of the Services with any Directly Identifying Information (or use any information alone) to, or attempt to, directly identify an individual. Customer shall not use the Services for any non-marketing purposes, including without limitation decisions relating to eligibility for, or pricing of, employment, credit, health care, insurance, housing, or education. “Directly Identifying Information” means data that directly identifies or reasonably can be used to directly identify an individual, including name, raw (unhashed) email address, postal address, phone number, or government identifier. For the avoidance of doubt, Directly Identifying Information does not include (a) cookie identifiers; (b) advertising identifiers assigned by mobile devices; (c) IP addresses; (d) other forms of device identifiers generally accepted for use in relation to advertising; and (e) demographic, interest, or browsing behavior data associated with such identifiers.
For any data that Customer collects using the Services or uploads into the Services, or directs to be collected or uploaded, Customer will ensure that all necessary rights and permissions are established for the use of such data in the Services and in association with the Services, and that such use of the data is strictly in compliance with all applicable laws and applicable self-regulatory requirements.
The Demand Side Platform (“DSP”) used by ZoomInfo currently supports the distribution of programmatic banner ads and video ads subject to size and format criteria set by ZoomInfo.
Customer agrees to indemnify, defend, and hold harmless ZoomInfo and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns from and against any and all actual or threatened claims of third parties arising out of or in connection with Customer’s violation of any provision of these terms and conditions. The foregoing indemnification obligation shall not be subject to any liability limitations otherwise stated or agreed upon by the Parties (including, but not limited to, any liability limitations on indirect or consequential damages).