TD Services Addendum

Last Modified: April 26, 2024

This TD Services Addendum (this “Addendum”) modifies the Terms of Service or other governing document (the “Agreement”) between Narrative I/O, Inc. (“Narrative) and (“Client”), to enable Client to provide certain Client Data to The Trade Desk and its affiliates (“TD”) through a connector from the Narrative Service to the TD data platform and marketplace (the “TD Service”). This Addendum is effective as of the earlier of the last date of signature of the parties and Client’s online acceptance of this Addendum (the “Effective Date”). All capitalized terms used but not defined in this Addendum will have the meanings given in the Agreement.

1. DEFINITIONS.

1.1 Certain Definitions. “Audience Data” means pseudonymous identifiers (such as cookies, advertising identifiers assigned by mobile devices, UID2s, and other identifiers mutually agreed upon between the parties) of users in the Approved Countries, associated with certain demographic, interest, purchase, or browsing behavior audience targeting segments (which may include either standard or custom segments), that Client authorizes Narrative to provide to the TD Service. Audience Data is considered to be Client Data hereunder. “Approved Country” means: (i) NAMER (United States, Canada, Mexico), (ii) EUROPE: Specifically UK, France, Germany, Italy, Spain, Norway, Sweden, Finland, Denmark, Switzerland, Greece, Ireland, Portugal, Austria, (iii) APAC: Specifically Australia, New Zealand, Indonesia, India, Japan, Hong Kong, Taiwan, Singapore, Vietnam, Thailand, Malaysia, (iv) LATAM: Specifically Brazil, Argentina, Columbia, Chile, and (v) such other countries as the parties may mutually agree in writing (email sufficing) to include additional countries. “DII” means data that directly identifies or that reasonably can be used to identify an individual, including name, raw (unhashed) email address, postal address, phone number or government identifier. For the avoidance of doubt, the following data are not DII: (a) cookie identifiers, (b) advertising identifiers assigned by mobile devices, (c) other forms of device identifiers, and (d) demographic, interest, or browsing behavior data associated with such identifiers. “Law” and “Applicable Law” whether capitalized or lower case means all federal, state or local laws and regulations, including without limitation, privacy and other related laws, rules and regulations as well as industry-self-regulatory codes and principles.

1.2 Additional Representations. Client represents, warrants and covenants that (a) it has all necessary approvals, permissions, and/or licenses to make the Audience Data available to Narrative, TD and each TD customer and sufficient to enable and facilitate the Audience Data’s sale on the TD Service; (b) the Audience Data, and Client, Narrative and TD’s processing, collection, storage, disclosure, transfer and use of the Audience Data (including use by TD customers as permitted herein) comply with all applicable laws, including without limitation those laws, rules, and regulations applicable to the promotion, advertising, or sale of alcoholic beverages; (c) Client will not provide to TD, and the Audience Data will not include (i) any IP addresses, any DII (including without limitation, any information regarding an individual user's specific health condition or any information regarding health that would be considered sensitive under the NAI Code (defined below)), (ii) any information associated with a persistent identifier from or about individuals Client 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) or where Client is providing alcohol-related Data, who are below the minimum age required to purchase or consume alcohol or to receive marketing messages regarding alcohol under applicable local law; (iii) any information from a source that Client knows or should know is directed or targeted to children or is used by a substantial or disproportionately high ratio of children; (iv) any Client Data that Client knows is inaccurate, fraudulent or any information from a country other than an Approved Country; (v) any information that would be considered sensitive under applicable law; (vi) for any alcohol-related Audience Extension Data, Client will not include any frequency modifiers (e.g., “heavy bourbon purchasers”) or, unless otherwise mutually agreed upon by the parties (email sufficing), brand/manufacturer-specific segments (e.g., “Bacardi purchasers” or “Grey Goose purchasers”), (vii) to the extent applicable, Client will comply with any segmenting and targeting policies of TD in effect from time to time; and (viii) any Data that cannot lawfully be transferred to Narrative and TD and/or used for the purposes described herein, whether because such transfer and/or use is legally forbidden, because proper end-user consents have not been obtained or have been revoked, or because other necessary measures have not been taken; (d) all Audience Data and information provided by Client to the TD Service will not violate any third party’s intellectual property or privacy rights; (f) to the extent that Client provides Audience Data that is from or about individuals in regions where additional legal requirements are prescribed, Client hereby agrees to abide and be bound by the terms and conditions of the TD Data Supplier Transfer Addendum (the “DTA”) as published at https://www.thetradedesk.com/us/data-supplier-transfer-addendum (or a successor URL) and updated from time to time; (g) it will comply with the standards for notice and choice to users set by the EDAA European Principles (currently found at www.edaa.eu) and any other local equivalent self-regulatory code, and with the Notice and Choice provisions of the Network Advertising Initiative’s Code of Conduct (the “NAI Code”); (h) all information provided by Client to Narrative related to Client’s methods for gathering the Audience Data, including but not limited to privacy practices, is true and correct, and in compliance with applicable laws, privacy policies and to the extent applicable, the DTA; (i) the Audience Data was collected with opt-in consent for Narrative’s, TD’s and TD customer’s intended uses and such uses will not violate any applicable laws; (j) no payment under this Agreement is or is intended to be an inducement for Client to purchase any alcoholic beverage product manufactured, sold, or offered for sale by any TD customer, and there is no agreement or understanding between Client and any TD customer that Client will be required to purchase any alcoholic beverage product; and Client will ensure it implements appropriate internal firewalls to ensure its team operating under this Agreement will operate separately from its alcohol purchasing team(s), including but not limited to preventing the sharing of TD Customers’ usage of the Audience Data under this Agreement with its alcohol purchasing teams; and (k) Client will maintain technical and organizational measures appropriate to the nature of the data that it is processing to produce the Client Data and will protect such input data from unauthorized access, accidental or unlawful destruction, misuse, alteration or disclosure in accordance with the highest industry standards. The warranty disclaimers in the Agreement apply equally to the TD Services to the same extent as applicable to the Narrative Products and Services, and Narrative IP.

1.3 License Grant. In addition to the rights granted in the Agreement, Client grants to Narrative and/or TD (a) a worldwide right to provide, transfer and deliver the Audience Data to TD; (b) a worldwide, non-exclusive right for TD and the TD Service to reproduce and store the Audience Data and to use the Audience Data to provide targeting, planning, analytics and reporting capabilities to any of TD customers in connection with such TD customers’ advertising campaigns, including by creating and using derivative data (provided that in certain circumstances, TD may permit Client to elect in writing or another mutually agreed mechanism to exclude certain TD customers); and (c) a worldwide, non-exclusive license to use Client’s name and logo and any descriptions of the Audience Data for the purposes of promoting the TD Service and for promotion and use of the Audience Data through the TD Service. Client agrees that the foregoing grant includes the right by TD and the TD Service and its customers to target multiple audience segments including targeting data segments from multiple vendors concurrently (“Concurrent Segments”), or create analytics, rules and other similar functionalities that incorporate Audience Data along with information provided by third parties and/or the TD Service. Client acknowledges that Client will not own any derivatives from the Audience Data, and that TD owns and retains all rights, title, and interest in and to the TD Service. Client agrees to maintain and provide to Narrative and/or TD, promptly upon request, all information reasonably necessary to demonstrate compliance with this Agreement, including but not limited to, responding to compliance questionnaires, and providing copies of the notices provided to data subjects and other evidence of permissions obtained. TD may suspend or terminate Client’s rights to provide data to the TD Service in its discretion.

1.4 Fees. Client agrees that the Data Transaction Fees will apply to transactions described in this Addendum. Narrative will collect applicable Licensed Data Fees from TD and remit payment to Client for transactions described in this Addendum. Subject to the terms and conditions of this Addendum, Narrative will remit to Client the net amount of the Licensed Data Fees minus the Data Transaction Fees for each applicable month no later than sixty (60) days after receipt of the applicable Licensed Data Fee amounts from TD. Client acknowledges that TD will determine the Licensed Data Fees based on TD’s ad server statistics, and that the Licensed Data Fees paid by TD to Narrative will be net of TD’s own fees. If the Service Fees for any particular month are greater than the Licensed Data Fees, Client will pay Narrative the difference. Client agrees to hold Narrative liable for payments of the Licensed Data Fees solely to the extent proceeds have cleared from TD to Narrative. Notwithstanding anything to the contrary in the Agreement, Client will not have any right to seek payment directly from TD for any Licensed Data Fees.

1.5 Termination. This Addendum will be effective as of the Effective Date and continue for the Term of the Agreement, subject to earlier termination if the agreement between TD and Narrative for the connector to the TD Service ends for any reason, or if either Party terminates this Addendum as permitted in the Agreement, or as permitted in Section 2 of this Addendum. Termination of this Addendum will not terminate the Agreement, however termination of the Agreement will also terminate this Addendum. On termination of this Addendum, Section 1.2 and 1.6 will survive, Narrative will pay to Client any amounts owed under Section 1.4 for periods prior to termination, and rights granted to TD customers prior to termination will continue in effect.

1.6 Indemnity; Limitation of Liability. In addition to the indemnities provided in the Agreement which will apply to any breach of and matters governed by this Addendum, Client agrees to indemnify, defend and hold harmless Narrative from any claim by a third party (including TD and any TD Customer) arising out of or relating to the Client Data provided under this Addendum. With respect to all matters under this Addendum, Client’s aggregate liability will not exceed the greater of (a) total Licensed Data Fees paid or payable to Client under this Addendum during the previous twelve (12) months, and (b) $500,000. In all other respects, the limitations of liability under the Agreement will continue to apply to the Agreement as modified by this Addendum.

2. GENERAL.

This Addendum forms a part of the Agreement and is governed by the terms and conditions of the Agreement, including without limitation, the provisions regarding notices, governing law and assignment. This Addendum states all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. Client acknowledges that relevant circumstances may change (such as changes to applicable laws, or changes to the terms between TD and Narrative) which impact the requirements described in this Addendum. In such event and notwithstanding anything in the Agreement to the contrary, Narrative may elect to either (a) terminate this Addendum on notice to Client, or (b) modify the terms of this Addendum and post the modified Addendum at https://www.narrative.io/legal/td-services-addendum (or such successor URL as may be designated by Narrative) with a current version date (the “Change Notice”) and Client may either elect to terminate this Addendum by giving written notice of termination within five (5) days after posting of the Change Notice, or if notice of termination is not received within such time, this Addendum will automatically be modified to reflect the changes posted at the URL and the modified terms will govern the Parties thereafter.