This Audienscope Addendum (the “Addendum”) is an integral part of the Terms of Service available at influ2.com/terms-of-service (the “Contract”). The Addendum is hereby incorporated therein by reference; it amends and supplements the Contract as specified herein with respect to the Audienscope Services. In the event of conflict, the Order and this Addendum prevail over the Contract.
1.1 Definitions. Capitalized terms have the meanings given in the Contract unless otherwise defined herein. In addition to the definitions specified in the Contract, the following apply for the purposes hereof:
2.1. Audienscope. Subject to the Client’s timely payment of all applicable Services Fees and compliance herewith, Influ2 provides the Client with the Audienscope Services as extra Services via the Platform. Sources, channels, frequency, and specific Audienscope Signal types are subject to the availability and technical capability of the Platform and may vary over time.
2.2. Packaging and Consumption. The Client may purchase Audienscope Services under one or both options below, as specified in the Order.
- Credits. One (1) Credit is equal to one (1) Audienscope Person in one (1) calendar month, regardless of the number or type of Audienscope Signals collected for that person in that month. The Credits have no cash value, are not redeemable for money or setoff, are non-assignable and non-sublicensable, do not roll over to any subsequent or any other period, and are not refundable or cancellable except as otherwise provided hereby;
- Audience Selection. The Client chooses the Audienscope Person(s) to which Credits are applied, and they may differ from the Client’s advertising audience. Selection may be made via the respective section on the Platform, which explicitly constitutes the Client’s written instruction;
- Credits Consumption. During the Subscription Term, the number of Credits provided by the relevant Order may not be downgraded by the Client, but the Client is entitled to upgrade it upon a written request any number of times. If the Credits are exhausted, the corresponding Audienscope functions may be paused until additional Credits are purchased, which does not relieve the Client of other payments or obligations under the Contract and Order.
3.1. Supplementary Data. When purchasing the Audienscope Service, the Client orders Influ2 to verify the Client’s Data selected by the Client and/or collect the Audienscope Signals for the purposes of the respective Order, the Contract, and this Addendum, monitor its accuracy, and, where necessary, update inaccurate data with specifically collected information. To achieve this purpose, Influ2 will make periodic checks as specified in the respective Order. The collected information shall be jointly deemed the Supplementary Data within the meaning of Section 3.5 of the Contract. However, the Audienscope Services and Audienscope Signals under this Order shall constitute a separate bargain, and not necessarily be related to advertising campaigns targeted to specific people launched through the Influ2 Platform.
3.2. Roles. To the extent Influ2 processes personal data on the Client’s behalf, the Contract’s DPA applies, and Influ2 acts as a processor/service provider under applicable law. The Client remains responsible for lawful collection/use of data, notices/consents, compliance with marketing/advertising/privacy laws and Third-Party Platform rules, and for not using data for any restricted activities.
4.1. Payments. All provisions of the Contract regarding payments shall apply mutatis mutandis to all fees, charges, and other amounts payable in respect of Audienscope Services. Without limitation, this includes: (i) invoicing and prepayment requirements; (ii) due dates and payment terms; (iii) interest and remedies for late payment; (iv) the Client’s responsibility for all applicable taxes, duties, levies, and governmental charges; (v) the Client’s responsibility for bank fees, wire fees, or card surcharges; (vi) the no-refund rule; (vii) Influ2’s right to suspend performance or access for non-payment; and (viii) any other contractual provisions relating to fees and payments.
4.2. Other Terms. All provisions of the Contract regarding termination, suspension, warranties and disclaimers, limitations of liability, indemnification, confidentiality, compliance, governing law, dispute resolution, etc., apply mutatis mutandis to the Audienscope Service. Except as expressly modified in this Addendum or the Order, such provisions govern the Parties’ rights and obligations in connection with Audienscope