This is a Data Authorization Agreement for the use of Data (“Agreement”) between you (“Company”) and VIZIO Services, LLC (“VIZIO”). Under this Agreement, VIZIO authorizes Company to receive from VIZIO’s authorized data partner, iSpot.tv, Inc. (“iSpot”), the Data that is part of the Integrated User Level Data. By using the Data, Company agrees to be bound by the terms of this Agreement.
“Data” means the VIZIO data provided as part of the Integrated User Level Data.
“Direct Matching” means Matching performed internally by Company using IP addresses as the match key. Direct Matching excludes any Matching performed externally by a third party.
“First Party Data” means data (whether offline or online) that is owned by the Company. First Party Data excludes data (whether offline or online) that is made commercially available by data brokers and similar third parties.
“Integrated User Level Data” means a data feed containing user or device level viewing Data that is appended to certain iSpot data.
“iSpot Customer Agreement” means an agreement between Company and iSpot setting forth the terms for the delivery of the Integrated User Level Data.
“Match” means, with respect to data, to match, combine or append other data with or to such data.
“VIZIO Competitor” means any entity or other business concern that could reasonably be considered either being a television, display, soundbar and/or speaker manufacturer, or a provider of television viewing data; provided, however, that for purposes of this Agreement, VIZIO Competitor does not include divisions or subsidiaries of an entity that are engaged in unrelated businesses (i.e. are not a television, display, soundbar and/or speaker manufacturer, or provider of television viewing data), provided that no Data is shared with any VIZIO Competitor.
VIZIO is not a party to the iSpot Customer Agreement. iSpot alone will deliver the Integrated User Level Data to Company. iSpot is an independent contractor and is not to be deemed to be an employee, agent, subcontractor or authorized representative, partner or joint venturer of VIZIO. This Agreement governs the use of Data contained within the Integrated User Level Data. VIZIO ACCEPTS NO LIABILITY FOR ANY CLAIMS ARISING OUT OF ANY ACT OR OMISSION, INCLUDING NEGLIGENCE, BY ISPOT, INCLUDING IN PROVIDING NONCONFORMING DATA OR INTEGRATED USER LEVEL DATA. IN OBTAINING THE DATA AND INTEGRATED USER LEVEL DATA, COMPANY IS RELYING ON ISPOT’S SPECIFICATIONS ONLY AND IS NOT RELYING ON ANY STATEMENTS OR SPECIFICATIONS THAT MAY BE PROVIDED BY VIZIO OR ITS AFFILIATES.
VIZIO grants to Company a limited, non-exclusive, revocable (as set forth in the termination provisions), non-sublicensable, non-assignable and non-transferable (except as permitted in the assignment provision) right, during the period prescribed by the iSpot Customer Agreement, to use the Data contained within the Integrated User Level Data as permitted herein and by the iSpot Customer Agreement. In the event of a conflict between this Agreement and the iSpot Customer Agreement regarding the use of the Data, the two agreements will be interpreted together in manner that most restricts the use of the Data. Except as expressly provided in this Agreement, VIZIO does not grant Company any rights, interest, title or licenses in or to the Data (including by implication, estoppel or otherwise).
Company may provide the Data only to third party service providers who are each individually identified in the iSpot Customer Agreement as an “Approved Third Party.” Company may not otherwise provide the Data to any third party, including affiliates of Company. Company acknowledges and agrees that Company is fully responsible and is liable to VIZIO for any act or omission of its Approved Third Parties.
Only to the extent specified in an iSpot Customer Agreement and subject to the restrictions on Matching below, Company may Match First Party Data to the Data via Direct Matching as specified in Attachment 1 (Direct Matching). Company may not Match the Data with any of the following data, such that the resulting data set contains the Data linked with any of the following: (a) data from cable set top boxes, connected televisions, streaming devices, broadcast “over the air” receivers or similar devices; (b) precise location data; (c) medical history and personal health information; (d) personally identifiable information; (e) nonpublic personal information under the Gramm-Leach-Bliley Act; (f) sexual orientation; (g) information on minors (under 18 years of age); (h) religious affiliation; (i) any other data if the resulting dataset could reasonably be used, whether alone or in combination with other reasonably available data, to re-identify or de-anonymize the Data; and (j) any other information not permissioned by VIZIO in its privacy policy for Matching with the Data.
Company will not: (a) transmit the Data outside the United States; (b) release, disclose, transfer, assign, sublicense, redistribute or resell the Data to any third party, including affiliates of Company (unless the affiliate or third party is qualified as an Approved Third Party as described above); (c) attempt to re-identify or de-anonymize the Data or otherwise associate the Data with personally identifiable information; (d) use the Data to determine any VIZIO device or end user’s physical location with a precision of less than one-half mile (such as street address or latitude and longitude coordinates); (e) attempt to derive the IP address of a VIZIO device for which VIZIO has not provided the IP address as part of the Data; (f) use the Data in any manner other than internally for Company’s direct beneficial purposes (this Agreement does not include any rights to use the Data for any production, distribution or other external commercial purposes); (g) use the Data in violation of the iSpot Customer Agreement; or (h) use the Data for anything other than the following use cases: (i) tracking, measurement and analysis of internal and third-party advertising activities, both internal and external, in order to assist Company in its media buying and planning decisions and other related ad and media effectiveness measurement, or (ii) targeting online advertisements against audience segments based in part or in whole on the Data.
Company will exercise reasonable legal, administrative, technical and physical measures to safeguard the confidentiality and security of the Data. Company will properly store and segregate the Data in order to comply with its obligations upon termination as set forth under the “Term and Termination” section below. Company will limit access to the Data to those employees and Approved Third Parties who have a strict need to access the Data. If Company knows or reasonably suspects a breach of security or unauthorized access involving the Data, including an attempt to re-identify or de-anonymize the Data or otherwise associate the Data with personally identifiable information, Company will notify VIZIO within the most expedient period of time possible (considering the circumstances) after becoming aware of such actual or suspected occurrence and specify the extent to which the Data was compromised or disclosed.
Company acknowledges that the Federal Trade Commission considers the Data to be sensitive data. Therefore, during the term of the Agreement and for two (2) years thereafter, Company will keep complete and accurate books and records pertaining to the access to and use of the Data. During such period, if VIZIO believes Company is in breach of this Agreement, VIZIO may engage an independent third party to audit and inspect Company’s books and records solely to the extent necessary to verify its compliance with the terms of this Agreement. Company will provide all assistance reasonably requested in relation to any such audit, including by ensuring that all Company personnel (including subcontractor personnel) cooperate. VIZIO will conduct audits during Company’s normal business hours and in such a manner as not to interfere unreasonably with Company’s normal business operations, and no more frequently than once per calendar year. Except to the extent necessary to enforce its rights or comply with applicable law or requests of regulatory authorities, VIZIO and its representatives will hold all such information in confidence.
Company represents and warrants to VIZIO that Company has the corporate right, power and authority to enter into this Agreement and perform its obligations hereunder, and that Company has the necessary rights, licenses, consents, waivers and permissions to use the data that Company seeks to Match with the Data (including Matching the data to the Data).
Company will comply with all applicable laws, rules, and regulations that govern the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or transfer of data, and all such laws governing breach notification, penalties and compliance with orders. Such laws include: (a) federal or state laws prohibiting unfair or deceptive trade practices; (b) published codes of conduct, standards, guidelines or best practices to which Company has or may from time to time voluntarily agree; and (c) published interpretations by governmental authorities of any of the foregoing.
VIZIO DOES NOT MAKE OR GIVE ANY REPRESENTATION, CONDITION, SERVICE LEVEL, INDEMNITY OR WARRANTY ABOUT THE INTEGRATED USER LEVEL DATA OR THE DATA THEREIN AND PROVIDES THE DATA THROUGH ISPOT AS PART OF THE INTEGRATED USER LEVEL DATA ON AN “AS IS” BASIS. VIZIO MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE INTEGRATED USER LEVEL DATA AND DATA, AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY IS MADE THAT USE AND ACCESS OF THE INTEGRATED USER LEVEL DATA OR DATA WILL BE ERROR FREE OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE INTEGRATED USER LEVEL DATA OR DATA WILL BE CORRECTED, OR THAT THE INTEGRATED USER LEVEL DATA OR DATA WILL MEET COMPANY’S REQUIREMENTS.
In no event will VIZIO or its affiliates be liable for any indirect, special, incidental, punitive or consequential damages of any kind or nature whatsoever, relating to this Agreement or the transactions contemplated hereby, including, without limitation, lost profits or lost goodwill, regardless of whether VIZIO has been advised of the possibility of such damage or if such damage could have been reasonably foreseen. The maximum aggregate liability of VIZIO arising out of this Agreement will be one thousand dollars ($1,000).
If a third party asserts a claim against or tenders a claim to VIZIO or its affiliates relating to Company’s use of the Data in actual or alleged breach of this Agreement, Company will defend the claim and pay amounts awarded by a court or agreed to in settlement. VIZIO will (a) promptly notify Company of the claim, (b) give the Company sole control of the claim and provide reasonable cooperation, and (c) make no admission on behalf of itself or Company that may impair the defense or settlement of the claim.
Unless terminated earlier, this Agreement will continue until Company is no longer entitled to receive the Data under the iSpot Customer Agreement, or until any material breach of this Agreement by Company occurs, whichever occurs sooner. Company may terminate this Agreement at any time by securely purging the Data as described below. VIZIO may terminate this Agreement upon notice to Company if Company is or becomes a VIZIO Competitor, and Company will notify VIZIO within five (5) days of the occurrence of such an event. VIZIO’s address for notices is VIZIO Legal Department, 39 Tesla, Irvine, CA 92618.
Upon expiration or termination of this Agreement, Company will promptly and securely purge all Data from its on-line and off-line storage media, including cached data.
Any terms of this Agreement that expressly survive termination or expiration, or by their nature ought to survive termination or expiration, will survive, including but not limited to provisions regarding disclaimers, data protection, exclusions and limitation of liability, indemnification, effect of termination, records maintenance and audit, controlling law and jurisdiction, notices and other provisions of interpretation and enforcement.
Neither party will issue any public statement relating to this Agreement without the written consent of the other party.
This Agreement is to be governed and interpreted under the laws of California, without regard to conflicts of laws provisions. The exclusive jurisdiction and venue of any action with respect to this Agreement is the state courts of the State of California for Orange County or the United States District Court for the Central District of California.
In any action to enforce this Agreement, the prevailing party will be awarded all related costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment and in connection with any appeals.
Except where this Agreement is assigned in its entirety together with and under the terms of the iSpot Customer Agreement, Company may not assign any rights under this Agreement by operation of law or otherwise without the prior written consent of VIZIO. Any purported assignment in violation of this paragraph is void.
If for any reason a court of competent jurisdiction finds any term of this Agreement to be unenforceable, that term will be enforced to the maximum extent permissible to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. No waiver of any breach of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach, and no waiver will be effective unless in writing and signed by the waiving party. No amendment to this Agreement will be binding unless in writing and signed by each party. Neither party will be liable for any delay or failure to perform its obligations hereunder, other than a payment obligation, due to any cause beyond its reasonable control. Except as expressly provided, the rights and remedies of the parties under this Agreement are cumulative and are in addition to all other remedies available at law or in equity. This Agreement does not create any rights of enforcement in any person who is not a signatory. This Agreement creates no joint venture, partnership, employment, or agency relationship between the parties. This Agreement is the complete agreement regarding the subject matter of this Agreement. Company will not authorize, direct or encourage a third party to take or refrain from taking any action that, if done by Company, would be a breach of this Agreement.
| Data Flow ID Types | Definition |
| Company UUID | Company discrete anonymous unique IDs |
| IN#TVIDs | IN#TVIDs are unique hashed TVIDs provided by Inscape specifically for Company (via iSpot) |
| A | B | Description |
| IN#TVID | Company UUID | VIZIO TVID to Company UUID |