Terms of Service

Data License Agreement for Pixel / Audience Use

The term ‘Company’ below refers to and applies to all LocationSync customers using audience and pixel technology. 

1. DEFINITIONS

1.1 “Authorized Applications”

The permitted uses of the Available Data and Available Segments as expressly defined in the most current Data Catalog or any written amendment to this Agreement. Authorized Applications may include audience targeting, analytics, campaign measurement, attribution modeling, and marketing optimization services.

1.2 “Available Data”

The aggregate collection of Available Segments and related attributes contained in the LocationSync Data Catalog or Platform. Available Data is proprietary to LocationSync and governed entirely by this Agreement.

1.3 “Available Segments”

Specific data groupings tied to LocationSync cookies, tags, hashed emails (HEMs), device IDs, or other identifiers, used solely for Authorized Applications.

1.4 “Company Data”

Data transmitted by Company via the LocationSync Pixel or through integrations for use within the Platform and Services. May include: online identifiers, hashed emails, phone numbers, consent metadata, and behavioral attributes.

1.5 “Custom Data”

New data sets or segments derived by combining Company Data with Available Data via the Platform.

1.6 “Data Catalog”

The compiled library of all Available Data and the proprietary LocationSync ID Graph, delivered or accessible through the Platform.

1.7 “Platform”

The proprietary LocationSync technology ecosystem that enables identity resolution, audience building, analytics, and marketing automation.

1.8 “Platform User”

Any employee or agent of Company authorized to use the Platform.

1.9 “Confidential Information”

Non-public information disclosed by one Party to the other that a reasonable person would deem confidential, including business, technical, pricing, client, or data information.

1.10 “Security Program”

Administrative, technical, and physical safeguards consistent with NIST SP 800-171 and ISO/IEC 27001 standards designed to protect Confidential Information.

1.11 “Services”

The data, analytics, or identity services specified in each Service Order, governed by this Agreement.

1.12 “Third-Party Platform”

A media-buying, CRM, or analytics platform through which Company executes marketing campaigns or measurement using the Available Data.

1.13 “Law”

All applicable federal, state, local, or foreign laws, rules, regulations, codes, and recognized industry standards.

1.14 “AI Models”

Any algorithmic, statistical, or machine learning system that processes data to generate predictive, profiling, or automated outputs.

2. LICENSE GRANT & RIGHTS

2.1 Grant.
LocationSync grants Company a revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and Available Data solely for Authorized Applications during the Term.

2.2 Ownership.
All rights, title, and interest in the Platform, Available Data, and Data Catalog remain the exclusive property of LocationSync. No ownership rights are transferred by this Agreement.

2.3 Restrictions.
Company shall not:

• Sell, sublicense, assign, or disclose any Available Data.
• Use Available Data outside Authorized Applications or combine it with unverified datasets.
• Use Available Data for FCRA-regulated purposes (credit, insurance, employment, housing).
• Use Available Data for or train any AI Model or machine-learning process.

3. COMPANY DATA & PROCESSING ROLES

3.1 License to Use Company Data.
Company grants LocationSync a limited, non-exclusive, non-sublicensable license to use Company Data solely to provide the Services, including receiving, storing, processing, and transmitting such data per Company’s instructions.

3.2 Processor Role.
LocationSync acts as a Processor or Subprocessor, not a Controller, of Company Data under all applicable privacy laws.

3.3 Anonymization & Aggregation.
LocationSync may aggregate or anonymize Company Data for analytics, benchmarking, and service improvement, provided no identifiable information remains.

4. TERM & TERMINATION

4.1 Term.
The Agreement commences on the Effective Date and continues for either a monthly or annual (12) month terms as defined in the applicable Service Order or Proposal Agreement.

4.2 Termination for Breach.
Either Party may terminate for material breach upon thirty (30) days’ notice if uncured.

4.3 Change in Law.
If a regulatory or industry change (including AI or privacy laws) renders the Services illegal or impracticable, LocationSync may terminate immediately.

4.4 Post-Termination Obligations.
Upon termination, Company must immediately cease use of all Available Data and destroy all copies, retaining only one secure offline copy for compliance purposes.

5. AVAILABLE DATA USES & RESTRICTIONS

5.1 Permitted Uses.
Company may use Available Data solely within the scope of the current Data Catalog for Authorized Applications.

5.2 Prohibited Uses.
Available Data may not be used for:

• Automated decision-making, profiling, or algorithmic eligibility determinations.
• AI model training, data enrichment for third parties, or public model ingestion.
• Marketing illegal, harmful, or sensitive categories (e.g., firearms, adult content, health conditions).

5.3 Third-Party Access.
Company is fully responsible for actions of its Platform Users, vendors, or clients.

5.4 Audit Rights.
LocationSync may audit Company’s data use once annually with five (5) business days’ notice.

5.5 Revocation.
LocationSync may suspend or revoke data access immediately if misuse, breach, or regulatory risk is suspected.

6. COMPLIANCE & INDUSTRY STANDARDS

6.1 Legal Compliance.
Each Party shall comply with:

• CCPA/CPRA, CDPA, CPA, UCPA, and all successor privacy acts.
• FTC Act 5 and FTC/DOJ AI Fairness and Data Privacy guidance.
• DAA, NAI, and IAB standards.

6.2 Marketing Communications.
Messages must not infer sensitive information, must comply with CAN-SPAM and TCPA, and must respect consumer consent and opt-out choices.

6.3 Notification.
Company must notify LocationSync within 24 hours of any actual or suspected breach involving Available Data.

7. FEES & REPORTING

7.1 Fees.
Pricing is defined in the Service Order.

7.2 Reporting.
Company shall maintain accurate usage records and provide monthly reporting when required.

7.3 Late Payment.
Late payments accrue 0.5% monthly interest. LocationSync may suspend data access until balances are paid.

7.4 Taxes.
Company is responsible for all applicable taxes other than those on LocationSync’s net income.

8. CONFIDENTIALITY

8.1 Use & Disclosure.
Each Party shall use Confidential Information solely to perform this Agreement and protect it with at least the same care used for its own sensitive information.

8.2 Mandatory Disclosure.
If compelled by law, a Party shall notify the other before disclosure.

8.3 Injunctive Relief.
Unauthorized disclosure of Confidential Information constitutes irreparable harm entitling the non-breaching Party to injunctive relief.

9. SECURITY PROGRAM & AUDIT

9.1 Minimum Standards.
Each Party must maintain a Security Program aligned with NIST SP 800-171 and ISO 27001.

9.2 Incident Reporting.
Company shall notify LocationSync within 24 hours of any unauthorized disclosure or breach.

9.3 Audit Rights.
LocationSync may audit compliance annually or as required by regulators.

10. RESPONSIBLE DATA HANDLING & AI USE

10.1 Rules Compliance.
Both Parties agree to comply with all applicable data privacy and security “Rules,” including FTC guidance, CPRA regulations, and IAB/DAA principles.

10.2 AI Restrictions.
Company shall not:

• Use Available Data to train, fine-tune, or validate any AI or ML model.

• Feed Available Data into generative or predictive systems (e.g., LLMs).

• Use Available Data for automated profiling or behavioral prediction without explicit opt-in consent.

10.3 Notification.
Company must immediately inform LocationSync if its use of data becomes subject to AI-related regulation or enforcement action.

11. WARRANTIES & DISCLAIMERS

11.1 Each Party warrants it has full authority to enter this Agreement and will comply with all applicable Laws.

11.2 Company warrants that all data it provides was collected lawfully with valid consent.

11.3 Disclaimer.
Except as expressly stated, all data and services are provided “AS-IS” without warranties of accuracy, completeness, merchantability, or fitness for a particular purpose.

12. LIMITATIONS OF LIABILITY

12.1 Neither Party is liable for indirect or consequential damages.

12.2 LocationSync’s aggregate liability is limited to two (2) times the average monthly fees paid by Company.

12.3 For unauthorized disclosure of Confidential Information (excluding Available Data), liability is capped at the greater of $250,000 or six (6) times the average monthly fees.

12.4 These limitations do not apply to indemnification, gross negligence, or intentional misconduct.

13. INDEMNIFICATION

13.1 Mutual.
Each Party shall indemnify and defend the other against claims arising from its breach of this Agreement or violation of law.

13.2 Company-Specific.
Company shall indemnify LocationSync for any third-party claims, fines, or damages arising from:

• Misuse or unauthorized disclosure of Available Data.

• Use of Available Data in violation of privacy or AI laws.

• Actions by Company’s clients, vendors, or affiliates.

13.3 Control of Defense.
The indemnifying Party may control defense but cannot settle claims that impose obligations on the other without consent.

14. GENERAL PROVISIONS

14.1 Entire Agreement.
This Agreement and its Service Orders constitute the full understanding between the Parties.

14.2 Governing Law & Venue.
This Agreement is governed by the laws of the State of Utah. Venue lies exclusively in the state or federal courts of Salt Lake County, Utah.

14.3 Independent Contractors.
The Parties are independent contractors.

14.4 Force Majeure.
Neither Party is liable for performance failures caused by events beyond reasonable control, including cyberattacks or regulatory prohibitions.

14.5 Assignment.
Company may not assign this Agreement without LocationSync’s prior written consent.

14.6 Notices.
All notices must be sent in writing to the addresses in the Service Order or by confirmed electronic delivery.

14.7 No Waiver.
Failure to enforce any provision shall not constitute a waiver.

14.8 Severability.
If any provision is held invalid, the remainder remains enforceable.