Spectrum Reach Data Use

SPECTRUM REACH DATA USE BILATERAL PARTICIPANT AGREEMENT

By clicking the “Agree” button below, you (“you” or “Partner”) hereby agree to this Spectrum Reach Data Use Bilateral Participant Agreement. If you are contracting with Charter Communications Operating, LLC (“Spectrum Reach”) for the broadcast, delivery, placement, or other distribution of any kind (collectively, “distribution”) of commercial advertisements, video assets, overlays, programs, printed or other content materials of any kind (collectively, “Advertisements”), then this Spectrum Reach Data Use Bilateral Participant Agreement shall incorporate and include the Spectrum Reach Terms and Conditions and the Spectrum Privacy Policy, as may be changed from time to time (collectively, this "Agreement"). Partner and Spectrum Reach may each be referred to as a “Party” or collectively as the “Parties.”

This Agreement is made effective as of the date you click “Accept” below (such date, the “Effective Date”). When you check the box and click the “Accept” button below, you agree that this Agreement will form and constitute a binding agreement between Partner and Spectrum Reach. You, as the individual clicking “Accept” warrant that you have authority to bind Partner to this Agreement, you have read and understand this Agreement; and on behalf of Partner, you agree to this Agreement. If you do not have the legal authority to bind Partner to this Agreement, please do not accept this Agreement. If Partner does not wish to accept this Agreement, you should not click "Accept" and exit this webpage.

1. DEFINITIONS
   
   1. “Applicable Data Protection Laws” means any all U.S. privacy or data protection laws applicable to applicable to each Parties roles, acts or omissions in connection with the processing of Personal Information, including local, state and/or federal laws and/or regulations under this Agreement.
   2. “Blockgraph” means Blockgraph, LLC. 
   3. “Data” means (i) with respect to Partner, the Partner Data, and (ii) with respect to Spectrum Reach, the Spectrum Reach Data. 
   4. “Output Results” means results of a query or queries of Partner Data compared with Spectrum Reach Data via the Platform resulting in aggregated  audience reports.
   5. “Partner Data” means any data related to Partner that Partner provides or otherwise makes available into the Platform for the Permitted Use.
   6. “Personal Information” means any information that (i) identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, or (ii) would be considered personal information or personal data as such term/concept is defined by Applicable Data Protection Laws. 
   7. “Platform” means the Blockgraph OnDemand platform.
   8. “Spectrum Reach Data” means any data in Spectrum Reach’s Blockgraph node that Spectrum Reach provides or otherwise makes available via the Platform for the  Permitted Use.
2. SCOPE OF USE. Subject to the terms of this Agreement, Spectrum Reach hereby authorizes Partner to query the Spectrum Reach Data against the Partner Data using the Platform and to use the applicable Match Results, solely for the purpose of analytics and measurement (the “Permitted Use”). 
3. PROHIBITED ACTIONS.  Partner will not:
   
   1. use Spectrum Reach Data or Match Results other than for the Permitted Use;
   2. use Spectrum Reach Data or Match Results to create audiences for the targeting or distribution of any Advertisement; 
   3. reverse engineer the identity of, or otherwise attempt to identify, any individual or household from any Spectrum Reach Data or any Match Results; or 
   4. modify or alter or attempt to modify or alter any controls or permissions set by the Platform to run a query or match against the Spectrum Reach Data.
4. DATA & OWNERSHIP. As between the Parties, each Party represents and warrants that it has the right and obtained all necessary consents to use their respective Data for the Permitted Use and will retains all right, title and interest in its respective Data. This Agreement does not grant to either Party any license or other intellectual property right with respect to the other Party’s Data, except as expressly provided in this Agreement. 
5. REVOCATION OF USE.  Spectrum Reach has the right to monitor the queries and terminate access at any time if it reasonably determines that Partner’s queries are inappropriate or may compromise the Spectrum Reach Data.  Spectrum Reach also reserves the right to revoke any authorizations granted to Partner hereunder at any time for any reason. Upon any such termination of access or revocation of use, Partner will cease any further matching of Partner Data with Spectrum Reach Data using the Platform, provided that Partner may continue to use  any Match Results created for the Permitted Use prior to such termination of access or revocation of use. 
6. REPRESENTATIONS AND WARRANTIES. Partner hereby represents warrants and covenants to Spectrum Reach that:
   
   1. If Partner is an agency or time-buying service acting on behalf of an advertiser and/or agency (or both, as the case may be), then it has the authority from such advertiser and/or agency (or both, as the case may be) to enter into this Agreement and to otherwise act as agent for such advertiser and/or agency (or both, as the case may be) for all purposes hereof; and
   2. Partner shall comply with all Applicable Data Protection Laws in its performance of this Agreement.
   3. Partner has entered into an agreement with Blockgraph to provide or otherwise make available the Partner Data on the Platform. 
7. BLOCKGRAPH PLATFORM. Each Party acknowledges that the Parties’ use of information hereunder is facilitated by the Parties’ use of the Platform. Each Party agrees that Blockgraph, all entities controlling, controlled by, or under common control with Blockgraph, and their respective officers, directors, employees, members, managers, and agents (excluding the Parties) (collectively, the “Blockgraph Entities”) make no representation or warranty whatsoever, express or implied, with respect to the information used by the Parties under this Agreement (“Shared Information”), notwithstanding that the use of Shared Information is facilitated by the Platform.

NONE OF THE BLOCKGRAPH ENTITIES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES OF ANY KIND, WHETHER DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL, IN CONNECTION WITH ANY SHARED INFORMATION, ANY ERRORS, OMISSIONS, OR DELAYS WITH RESPECT TO ANY SHARED INFORMATION, OR ANY USE OR MISUSE OF SHARED INFORMATION BY EITHER PARTY OR ANY THIRD PARTY, EVEN IF SUCH BLOCKGRAPH ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.