PreciseTarget, Inc. — Terms of Service

Last Updated: July 8, 2025

THESE TERMS OF SERVICE, TOGETHER WITH THE ORDER FORM(S) THAT REFERENCE THESE TERMS OF SERVICE (COLLECTIVELY, THE "AGREEMENT") CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU ("CUSTOMER") AND PRECISETARGET, INC. ("PRECISETARGET"). THIS AGREEMENT GOVERNS THE TERMS AND CONDITIONS PURSUANT TO WHICH CUSTOMER MAY ACCESS AND USE THE SERVICES. BY CLICKING "I AGREE" OR ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CUSTOMER MUST NOT USE OR ACCESS THE SERVICES. CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY (IF A NATURAL PERSON), OR ON BEHALF OF THE ENTITY ENTERING INTO THIS AGREEMENT, AND TO BIND THAT ENTITY. IF THE PARTIES HAVE PREVIOUSLY ENTERED INTO A WRITTEN AND PEN-SIGNED AGREEMENT REGARDING THE SUBJECT MATTER HEREOF, THIS AGREEMENT WILL SUPERSEDE THAT AGREEMENT TO THE EXTENT OF ANY CONFLICT.

Please note that this agreement is subject to change by PreciseTarget in its sole discretion at any time. When changes are made, PreciseTarget will make a new copy of this Agreement available within, or through, the Services. We will also update the "Last Updated" date at the top of this Agreement. If we make any material changes, and you have registered to use the Services, we will also send an e-mail to Customer at the last e-mail address provided to us. Any changes to this Agreement will be effective thirty (30) days after posting notice of such changes through the Services. If Customer does not agree to any change(s) after receiving a notice of such change(s), Customer shall stop using the Services. Otherwise, Customer's continued use of the Services constitutes Customer's acceptance of such change(s). PLEASE REGULARLY CHECK THIS AGREEMENT TO VIEW THE THEN-CURRENT TERMS.

Section 1: DEFINITIONS

1.1 "Access Protocols"

Passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures necessary to access the Services.

1.2 "Authorized User"

Any of Customer's employees, agents, and independent contractors authorized to access the Services.

1.3 "Customer Data"

Any content provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.

1.4 "Data Audiences"

Audiences of anonymous consumers that PreciseTarget develops based on pseudonymized consumer behavior (not personally identifiable information).

1.5 "Enrichment Data"

Data attributes provided by PreciseTarget to the Customer associated with their customers (shoppers or purchasers).

1.6 "Documentation"

Standard end-user technical documentation, specifications, materials and other information PreciseTarget may make available electronically.

1.7 "Intellectual Property Rights"

(a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

1.8 "Order Form"

Any online or written form or other communication provided by PreciseTarget evidencing Customer's subscription for the Services.

1.9 "Services"

Any services made generally available and/or subscribed to by Customer in an Order Form, including PreciseTarget's services designed to assist with the acquisition, engagement and reactivation of customers.

Section 2: PROVISION OF SERVICES

2.1 Access

Subject to Customer's payment of Fees, PreciseTarget will provide Customer with access to the Services. On or as soon as reasonably practicable after the execution of the Order Form, PreciseTarget shall deliver to Customer either: (i) the necessary passwords, security protocols and policies and network links or connections and Access Protocols; or (ii) the purchased data to the Customer's requested destination.

2.2 Support Services

PreciseTarget will exercise commercially reasonable efforts to (a) provide support for your use of the Services, and (b) keep the Services operational and available to you. Customer acknowledges that access and use of the Services may be suspended for any scheduled or unscheduled downtime or unavailability, including power outages, system failures, or other acts of PreciseTarget.

2.3 Hosting

PreciseTarget shall use commercially reasonable efforts to host and make available the Services, not being construed to require PreciseTarget to provide telecommunications or computer network hardware.

2.4 Third-Party Services

Customer acknowledges that certain features are provided by third parties ("Third-Party Providers"), and access to them is determined by the relevant Third Party Providers. PreciseTarget has no liability for any unavailability of Third-Party Services.

2.5 Order Forms

Each Order Form is incorporated into this Agreement by reference. In the event of a conflict, the body of this Agreement shall control unless express reference is made. Terms in any Customer-provided form are null and void.

Section 3: INTELLECTUAL PROPERTY

3.1 License Grant

PreciseTarget grants Customer a non-exclusive, non-transferable license to access and use the Services and Documentation during the term. Customer may permit Authorized Users to access and use the features. PreciseTarget grants Customer the right to access, use, reproduce and distribute Data Audiences for identifying pseudonymized target prospects. Customer may sublicense its right to use Data Audiences to any advertising platform, media agency, firm, consultant or other third party solely for managing online targeted advertising campaigns. Customer may not create any derivative work from any part of the Data Audiences without prior written consent.

3.2 Ownership; Limitations

The Services, Documentation, Data Audiences and all IP Rights therein are the exclusive property of PreciseTarget and its suppliers. Customer agrees it will not: (a) permit any party to access or use the Services; (b) modify, adapt, alter or translate; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer; (d) reverse engineer, decompile, disassemble; (e) use or copy except as expressly allowed; or (f) disclose or transmit any data to any individual other than an Authorized User.

3.3 Reservation of Rights

All rights not expressly granted are reserved by PreciseTarget and its suppliers.

3.4 Open Source Software

Certain items of software may be provided under open source or "free software" licenses. The Open Source Software is not subject to the Indemnification or License Grant sections. Instead, each item is licensed under the terms of its own end-user license.

3.5 Feedback

Customer grants PreciseTarget a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate any feedback provided by Customer. PreciseTarget will not identify Customer as the source.

Section 4: CUSTOMER DATA AND RESPONSIBILITIES

4.1 License; Ownership

Customer is solely responsible for the accuracy, quality and legality of Customer Data. Customer grants PreciseTarget a non-exclusive, worldwide, royalty-free license to (a) use Customer Data for providing and improving the Services, (b) use Customer trademarks, service marks, and logos as required, and (c) use Customer Data in an aggregated and pseudonymized form. PreciseTarget is prohibited from sharing Customer Data with any other parties unless specifically requested.

4.2 Authorized Users Access to Services

Authorized Users may access and use features as contemplated by this Agreement. User IDs cannot be shared.

4.3 Customer Warranty

Customer represents that any Customer Data hosted by PreciseTarget shall not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses or other malicious code; or (e) otherwise violate the rights of a third party. PreciseTarget is not obligated to back up any Customer Data.

4.4 Customer Responsibility for Data and Security

Customer and its Authorized Users shall have access to Customer Data and be responsible for all changes and the security of all passwords and Access Protocols.

Section 5: CONFIDENTIALITY

5.1 Confidential Information

During the term, each party (the "Disclosing Party") may provide the other party (the "Receiving Party") with confidential or proprietary information ("Confidential Information"). The Services, Documentation and all enhancements and improvements thereto will be considered Confidential Information of PreciseTarget.

5.2 Protection of Confidential Information

The Receiving Party will not use or disclose any Confidential Information except as expressly permitted. The Receiving Party will limit access to Authorized Users (for Customer) or employees with a need to know. At the Disclosing Party's request or upon termination, the Receiving Party will return or destroy all copies.

5.3 Exceptions

Confidentiality obligations do not apply to information that: (a) becomes generally available to the public; (b) is lawfully provided by a third party; (c) was already known; or (d) was independently developed. The Receiving Party may disclose if required by law or court order.

Section 6: TERM AND TERMINATION

6.1 Term

This Agreement remains in effect so long as any Order Form is in effect. Month-to-month agreements auto-renew. Customer may suspend autorenewal with 10 days prior notice.

6.2 Termination

Either party may terminate upon notice if the other party materially breaches and such breach remains uncured more than thirty (30) days after written notice. PreciseTarget may also terminate if Customer becomes subject to bankruptcy or insolvency proceedings.

6.3 Effect of Termination

Upon termination: (a) all rights and licenses terminate immediately; (b) within ten (10) days, each party shall return all Confidential Information. The sections titled Definitions, Limitations, Ownership, Feedback, Disclaimer of Warranties, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, and Miscellaneous survive.

6.4 Data Deletion

Upon written request or upon expiration/termination, Customer shall delete and/or destroy all Data Audiences and PreciseTarget-provided customer Enrichment Data within ten (10) days.

Section 7: FEES

Customer agrees to pay PreciseTarget the fees set forth on the Order Form ("Fees"). All Fees are payable within thirty (30) days of the date of the invoice. PreciseTarget reserves the right to modify the Fees upon thirty (30) days prior written notice. All Fees are due and payable in US dollars and are non-refundable. Late payments accrue interest at 1.5% per month or the highest rate allowed by law. Customer agrees to indemnify and hold PreciseTarget harmless from any sales, use, excise, import or export, value added or similar tax or duty not based on PreciseTarget's net income.

Section 8: WARRANTIES AND DISCLAIMERS

PreciseTarget represents and warrants that it will provide the Services in a professional and workmanlike manner consistent with general industry standards. Customer must notify PreciseTarget in writing of any breach within thirty (30) days. EXCEPT FOR THE FOREGOING WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL OTHER DOCUMENTATION AND MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE. CUSTOMER ACCESS AND USES THE SERVICES AT ITS OWN RISK.

Section 9: LIMITATION OF LIABILITY

9.1 Types of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PRECISETARGET, NOR ANY OF ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, VENDORS, SUPPLIERS OR RESELLERS, NOR ANY OF ITS THIRD PARTY PARTNERS, BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR LOST REVENUES, LOST PROFITS OR OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES ARISING FROM CUSTOMER'S USE OF OR INABILITY TO USE THE SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS OF TECHNOLOGY, LOSS OF DATA OR INTERRUPTION OR LOSS OF USE DAMAGES WHETHER OR NOT PRECISETARGET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

9.2 Amount of Damages

THE MAXIMUM AGGREGATE LIABILITY OF PRECISETARGET, ITS LICENSORS, VENDORS AND RESELLERS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE ACTUAL FEES PAID BY CUSTOMER FOR THE SERVICE FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY, LESS ANY DAMAGES PREVIOUSLY PAID IN THAT SIX (6) MONTH PERIOD.

9.3 Basis of the Bargain

The parties agree that the limitations of liability shall survive and continue in full force and effect despite any failure of consideration or exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations.

Section 10: INDEMNIFICATION

10.1 By PreciseTarget

PreciseTarget will defend at its expense any suit brought against Customer alleging that the Services misappropriate any trade secret or infringe any copyright or US patent. If infringement is likely, PreciseTarget may: (a) procure for Customer the right to continue using; (b) replace with non-infringing software; (c) modify the Services to become non-infringing; or (d) terminate and refund pro-rated fees. PreciseTarget has no obligation for infringement based on (i) Customer Data; (ii) non-authorized use; (iii) combination with other products; or (iv) modification by any person other than PreciseTarget (the "Exclusions").

10.2 By Customer

Customer will indemnify, defend and hold harmless PreciseTarget and its officers, directors, affiliates, subsidiaries, licensors, agents and employees from losses arising out of: (i) an Exclusion; (ii) Customer's breach of Customer Warranty; or (iii) use, transmission, access, disclosure or other processing of Customer Data.

10.3 Procedure

(a) the indemnified party shall promptly notify the indemnifying party; (b) the indemnifying party shall have sole control of the defense or settlement; and (c) the indemnified party shall cooperate.

Section 11: MISCELLANEOUS

11.1 Compliance with Laws

Customer shall comply with all laws, regulations, rules, ordinances and orders, including export administration and control laws.

11.2 Assignment

Customer may not assign or delegate this Agreement to any third party.

11.3 Governing Law and Venue

This Agreement will be subject to and governed by the laws of the State of Maryland, without regard to conflicts of laws principles. Venue shall be in the state and federal courts in Montgomery County, Maryland.

11.4 Government End Users

The Services are a "commercial item" as defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation."

11.5 Export

Customer agrees not to export, reexport, or transfer any US technical data acquired from PreciseTarget in violation of US export laws or regulations.

11.6 Severability

If any provision is held invalid or unenforceable, the other provisions remain enforceable and the invalid provision will be modified to be valid to the maximum extent permitted by law.

11.7 Waiver

Any waiver or failure to enforce any provision on one occasion will not be deemed a waiver on any other occasion.

11.8 Remedies

Except as provided in Limited Warranty and Indemnification, the parties' rights and remedies are cumulative. Customer acknowledges that the Services contain valuable trade secrets and that any breach of Intellectual Property or Confidentiality will constitute immediate, irreparable harm. PreciseTarget will be entitled to immediate injunctive relief. The prevailing party in any legal action will be entitled to receive its attorneys' fees, court costs, and other collection expenses.

11.9 Force Majeure

Any delay caused by labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party will not be considered a breach.

11.10 Independent Contractors

Customer's relationship with PreciseTarget is that of an independent contractor.

11.11 Notices

All notices shall be made in writing by electronic mail: If to PreciseTarget, marketing@precisetarget.com; if to Customer, at the email address provided at registration. Legal notices shall be sent to: PreciseTarget, 2 Bethesda Metro Center, Suite 310, Bethesda, Maryland 20814; and if to Customer, at the address provided upon registration. Notices by electronic mail are effective on the day sent; by certified mail, five (5) business days after mailing; by courier or express mail, on the delivery date.

11.12 Counterparts

This Agreement may be executed in one or more counterparts.

11.13 Entire Agreement

This Agreement is the final, complete and exclusive agreement and supersedes all prior discussions. No modification will be effective unless in writing and signed by an authorized signatory.