Custom activations product specific terms

Last updated 29 October 2024.

BY ENTERING INTO AN ORDER OR OTHER AGREEMENT WHICH INCORPORATES OR REFERENCES THIS AGREEMENT, BY CLICKING TO ACCEPT THIS AGREEMENT OR ACCESSING OR USING ANY GWI SERVICES, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS LEGALLY BINDING. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT USE ANY SERVICES.

1. SCOPE AND INTERPRETATION

   1. These Custom Activation Product Specific Terms (“Custom Activation T&Cs”) supplement the Main T&Cs under which GWI provides the Custom Activation Services. Defined terms shall have the meaning set out below, in these Activations Product Specific Terms. Any terms used but not defined below shall have the meaning as set out in the Main T&Cs.

      CCPA: means the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act and all applicable regulations, in each case as may be amended, superseded or replaced from time to time;

      Custom Activation Services: means GWI providing the Custom Segment to permit the Panel Provider to model and scale the Modeled Segment to allow your delivery of direct marketing through the Platform;

      Custom Segment: means the segment of GWI Respondents as instructed by you in the Custom Segment Specification;

      Custom Segment Respondents: means GWI Respondents selected to meet the specification of the Custom Segment;

      Custom Segment Specification: the details and specification for the Custom Segment as instructed by you and set out in your Order;

      GWI Respondents: means respondents to a GWI survey;

      Modeled Segment: means a scaled up lookalike model of consumers based on lookalike characteristics of the Custom Segment Respondents with such Custom Segment Respondents removed from such model, generated by Panel Provider, to be used by you for direct marketing via the Platform;

      Panel Provider: means a distinct and separate third party panel provider (i) who has a direct relationship with GWI to support distribution of our surveys to respondents; and (ii) to the extent you are purchasing custom activations has an additional separate direct relationship with you via the Platform which does not form part of these Custom Activation T&Cs when making the Modeled Segment available for sale; and

      Platform: the third party collaboration platform (such as Liveramp) or demand side platform you instruct the Modeled Segment to be pushed to by Panel Provider.

2. TERM

   1. These Custom Activation T&Cs shall commence on the date set out in your Order and shall continue until the Custom Segment has been provided to Panel Provider, unless terminated in accordance with clause 10 of the Main T&Cs.
      ( “Subscription Period”).

3. SERVICES

   1. GWI shall build the Custom Segment by identifying the Custom Segment Respondents that meet the Custom Segment Specification requirements. GWI will provide the Custom Segment to Panel Provider for the purposes of Panel Provider building a Modeled Segment and making data relating to the Modeled Segment available for purchase by you either directly or via the Platform. This will be subject to the appropriate separate arrangements between you and Panel Provider and/or the Platform. GWI shall not provide the Custom Segment to you directly.  
      
      
   2. Panel Provider’s build of the Modeled Segment and any subsequent provision and sale of the Modeled Segment to you by the Platform or Panel Provider shall be subject to separate arrangements between you and the Platform or Panel Provider (as appropriate) (including all fees that are payable in respect of such provision and sale), to which GWI is not a party and GWI does not have any obligations to you in respect of such provision and sale. You are responsible for compliance of your relationship and activities directly with the Platform and/or Panel Provider.
      
      
   3. Clause 2 and Clause 6 of the Main T&Cs shall not apply to Custom Activation Services.
4. OBLIGATIONS AND RIGHTS
    
   1. You acknowledge that both the Platform and Panel Provider are completely independent of us, and that neither the Platform or Panel Provider has any authority to enter into any contract, grant any right or provide any promise, guarantee or commitment on our behalf. Any terms and conditions governing transactions and/or arrangements solely between you and the Platform and/or Panel provider (such as the provision and sale of the Modeled Segment to you) shall not form part of these Custom Activation T&C or any Agreements. You acknowledge and agree that GWI will not be liable to you if Panel Provider or the Platform delays or refuses to create the Modeled Segment and/or make it available for purchase by you.
      
      
   2. You warrant that the Modeled Segment shall only be used to send or facilitate advertising for any product or service in compliance with applicable laws. You shall hold GWI harmless, on demand, against any claim arising out of or in connection with the Modeled Segment being used to send or facilitate in any way advertising for any product or service that is illegal in the jurisdiction in which it is sent or received.
5. PERSONAL DATA
   
   
   1. In this clause 5, the following terms shall have the meanings given to them in the Data Protection Legislation: controller, data subject, personal data, personal data breach, and process and processed shall be construed accordingly.
      
      
   2. Annex 1 shall apply with regard to the personal data being processed in relation to the Custom Activation Services.  Each party acknowledges and accepts that you are the Controller, GWI acts as your Processor in its delivery of the Custom Segment to Panel Provider, and Panel Provider acts as GWI’s Subprocessor in the creation of the Modeled Segment. Each Party shall comply in all respects with the Data Protection Legislation. 
      
      
   3. You acknowledge and agree that GWI is not a party to the building, provision, and where applicable the sale, of the Modeled Segment and GWI does not process any personal data in connection with such services. You also acknowledge and agree that GWI does not process any personal data in connection with such Modeled Segments or Platform. 
      
      
   4. California: In this clause 5.4, the following terms shall have the meaning given to them in the CCPA and shall be construed accordingly: business, consumer, personal information, process and third party. With respect to the Custom Segment delivery to Panel Provider, to the extent CCPA applies to such delivery, you will act as a business and GWI and Panel Provider shall each act as third party. The Parties acknowledge that you shall not receive access to any personal information). Unless otherwise permitted under the CCPA, you require personal information to be disclosed to third parties only as directed by the consumer. Each third party:
          
      5.4.1 shall use personal Information subject to CCPA to build Modeled Segment or advertise goods and services that may interest the consumer only. Personal information is made available only for these limited and specified purposes;
      
      5.4.2 shall comply with all applicable sections of the CCPA including but not limited to ensuring the same level of privacy protection as required for a business under the CCPA and complying with any consumer requests forwarded by the business to the extent required by the CCPA;
      
      5.4.3 shall implement reasonable security procedure and practices;
      
      5.4.4 shall grant GWI the right to take reasonable and appropriate steps to ensure personal information is used consistent with GWI’s obligations under the CCPA;
      
      5.4.5 shall grant GWI the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal information; and
      
      5.4.6 shall notify GWI immediately (and in any event within 24 hours) after a determination is made that the third party can no longer meet the obligations of the CCPA. The third party agrees to cease any unauthorized processing and take any remedial action required to ensure compliance with the CCPA.
6. SURVIVAL 
   
   
   1. Obligations by their nature intended to survive termination of this Agreement shall survive including clauses 3.2 and 4.