Last updated: 24th of March 2016

1.   Definitions

An Adbrain Identity comprises a data element used to store information in relation to the owner of an applicable device (and may include details of multiple devices which have been matched to the same owner utilising Algorithmic Learning) which is used to assist in optimising service delivery. Such data may be generated through listening and recording aspects of the data provided through the bid stream, including both successful and unsuccessful bids and successful and unsuccessful attempts to insert adverts.

Algorithmic Learning describes the iterative process of data capture and mining. Therefore Algorithmic Learning includes the analysis of successful and unsuccessful advertising strategies to provide feedback to the bidding engine, enabling the bidding engine to modify its algorithms to maximise efficiency and likelihood of success of future advertising strategies. Such Algorithmic Learning may also include the probabilistic matching of multiple devices to a single Adbrain Identity.

Aggregation Data includes client anonymised, aggregated data created through the provision of, or the receipt of the Services by the Customer and other Adbrain clients. Aggregation Data will be used for internal reporting, marketing and optimisation purposes only.

Adbrain Data comprises Adbrain Identities, Alogrithmic Learning and Aggregation Data. Adbrain asserts all rights of ownership and application to Adbrain Data.

Adbrain Platform means the online platform and associated systems utilised by Adbrain or any customer for delivery of, and receipt of, the Services.

Customer Data means any additional data which belongs to the Customer, the Customer's own clients or the customer's own data supplier (for example a third party data vendor with a direct contractual relationship with the Customer).

Third Party Data is provided by Adbrain for the use of its customers (or its customers' clients). Third Party Data is licensed by Adbrain for specific applications. Adbrain reserves the right to restrict Customer's access to Third Party Data for purposes outside these specific applications including but not limited to removal of Third Party Data from log files.

2. Customer Data

  1. Adbrain may provide the Customer with the facilities to integrate the Adbrain Platform with Customer Data.
  2. Customer Data provided to Adbrain by or on the instructions of the Customer (or Customer's clients or third parties as applicable) is provided by the Customer, Authorised Users, or Adbrain on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services. Customer Data shall be provided in a format to be agreed with Adbrain. Adbrain reserves the right to charge Customer for integration of certain data sets, these charges shall be described to the Customer in advance of the applicable Customer Data being supplied.
  3. The Customer shall own all right, title and interest in and to all Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and obtaining all relevant consents, authorities or permissions of any third party with ownership interests in or who form part of such Customer Data for the use of such Customer Data in the Service for the purpose that the Customer intends to so use it. Adbrain shall own all Adbrain Data which it is free to use or sell the same as it sees fit without restriction.
  4. Adbrain will use best endeavours to segregate and keep secure Customer Data and seek to ensure it is not used for any other customer of Adbrain.
  5. Adbrain shall follow its archiving procedures for Customer Data as set out herein as such policy may be amended by Adbrain in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Adbrain to use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Adbrain in accordance with the archiving procedure described in its Back-Up Policy. Adbrain shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Adbrain to perform services related to Customer Data maintenance and back-up).
  6. Adbrain shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at (or such other website address as may be notified to the Customer from time to time), as such document may be amended from time to time by Adbrain in its sole discretion.
  7. Customer undertakes not to transfer any Personal Data to Adbrain within Customer Data other than in anonymised form from which the Personal Data cannot be reconstituted or linked to any identifiable individual. Adbrain may set such limitations on data integration as it considers necessary to prevent Personal Data being processed or used or being created either directly or indirectly. Such limits may be imposed automatically.
  8. If, despite the provisions of paragraph 7, Adbrain possesses or processes any Personal Data or anonymised data derived from Personal Data of Customer Data on the Customer's behalf when performing its obligations under this Agreement, the parties hereby record their intention that the Customer shall be the data controller and Adbrain shall be a data processor and in any such case:
    • the Customer acknowledges and agrees that the Personal Data and anonymised data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to perform the Services and Adbrain's other obligations under this Agreement;
    • the Customer shall ensure that the Customer is entitled to transfer the relevant Personal Data or anonymised data to Adbrain so that Adbrain may lawfully use, process and transfer the Personal Data in accordance with this Agreement on the Customer's behalf (including any transfer outside the EEA pursuant to paragraph 8(a), above;
    • Adbrain shall process the Personal Data or anonymised data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time; and
    • each party shall implement appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or anonymised data derived from Personal Data or its accidental loss, destruction or damage.
  9. Subject to paragraph 10, Customer Data shall only be retained by Adbrain for the duration of this Agreement between Customer and Adbrain. Subject to any obligations placed upon Adbrain to maintain a financial or data protection audit trail, Adbrain shall delete all Customer Data it holds:
    • upon the expiry of a period of no longer than 6 months following the termination or expiration of this Agreement between Adbrain and Customer; or
    • within 10 days of any written request by the Customer to do so.
  10. Adbrain may associate Customer Data with one or more Adbrain Identities to facilitate advertising optimisation and bidding strategies for the Customer and, as such, aspects of such Customer Data may become associated within Adbrain's data base with one or more Adbrain Identities. Where Adbrain is required to delete Customer Data pursuant to paragraph 8, it will remove all primary Customer Data but such associations may not be removed, this does not affect the foregoing that Customer Data shall only facilitate optimisation and bidding strategies for the Customer.
  11. The Customer shall ensure that and hereby warrants that all relevant third parties and end users have been informed of, and have given their consent by way of suitable control mechanisms in accordance with best industry practice to, such use, processing, and transfer of Customer Data as such information and consent is required by all applicable legislation including applicable data protection legislation.

3. Adbrain Data and Third Party Data

  1. The Customer shall not reverse engineer Third Party Data nor Adbrain Data applied to their campaigns from the Adbrain Platform for any purpose, including but not limited to: (i) targeting of users outside the Adbrain Platform or targeting of users indirectly on the Adbrain platform; (ii) running predicative lookalike models; or (iii) any clustering analyses or other algorithms utilised for insight analytics or (iv) not sell, transfer, sub-license, distribute, commercially exploit or otherwise make available any Third Party Data to, or use for the benefit of any other party. For the avoidance of doubt, Third Party Data provisioned in the Adbrain Platform is only permitted for use in relation to targeting advertising within the Adbrain Platform. Where necessary Adbrain reserves the absolute and unilateral right to remove any data related to Third Party Data from reporting and log files the Customer otherwise has access to
  2. Use of Third Party Data provided through the Adbrain Platform where such Third Party Data is integrated and accessible and implementable through the Adbrain Platform shall be subject to such additional terms and conditions and charges. Customer shall be notified by way of reminder by Adbrain at the time that the Customer requests integration of such Third Party Data. The Customer shall be liable for all costs relating to the Third Party Data and Customer Data incurred. For the avoidance of doubt, any costs of such Third Party Data and Customer Data are not included in media cost.
  3. Where any Third Party Data is provided by Adbrain to Customer, Adbrain acts as principal for the provider of such Third Party Data and the Customer shall not be required to contract directly with the provider of such Third Party Data.
  4. As it relates to Third Party Data Customer and Adbrain agree to act reasonably in considering a request to cooperate with publicity-related releases or other promotional activity made by the other party or the Third Party Data provider. No such promotional activity, including any reference by either party of its association with the other party for sales and marketing purposes, shall take place without the written consent of the other party.