Audience Activation Services Agreement

Effective Date: The date Buyer completes checkout and ticks the acceptance box.

Parties: JD Media LLC (“Provider”) and the purchaser (“Buyer”).

Notice of Binding Agreement: By completing checkout (including checking the acceptance box), Buyer confirms it has read and agrees to this Agreement.

1. Definitions

“Audience,” “PII,” “Order Form,” “Platforms,” and “Materials” have their ordinary meanings here. “Audience” means hashed identifiers and/or platform-native audience constructs created from Provider’s licensed data to enable ad delivery to users exhibiting legal-intent signals in specified geographies and time windows.

2. Scope; License; Restrictions

Provider will provision Audiences per an Order Form or online order confirmation. Subject to payment, Buyer receives a limited, non-exclusive, non-transferable license, during the stated term, to activate the Materials only within the specified Platforms, campaigns, geographies, and practice areas. Provider will not provide raw PII. Buyer will not resell, sublicense, store outside Platforms except for temporary upload, reverse-engineer, re-identify, use for prohibited purposes (e.g., credit, employment, housing, insurance, healthcare eligibility), or violate Platform policies or law.

3. Buyer Responsibilities

Buyer will (a) comply with Platform policies and applicable laws (including legal-advertising rules); (b) ensure it is authorized when acting for end-clients and provide necessary access for deployment; (c) follow the stated intent window/refresh cadence and remove expired Audiences; and (d) never attempt to un-hash, or de-encrypt any received personally identifying information and take reasonable steps to protect the data.

4. Fees; Payment

Unless stated otherwise, pricing is USD $5.00 per Intender (unique user provisioned) with any applicable minimums; or as otherwise mutually agreed in writing. Services are provisioned after payment. All sales are final and Buyer agrees not to dispute credit-card payments.

5. Representations; Warranties; Disclaimers

Provider represents it has rights to provide the Materials and sources from parties representing lawful collection/processing for advertising use. Buyer represents it will use the Materials as permitted by this Agreement, applicable law, and Platform policies and will not attempt re-identification. No performance warranty: Provider does not guarantee results, conversion rates, or Platform acceptance. Except as stated, services are provided “as is” without warranties of merchantability, fitness, non-infringement, accuracy, or availability.

6. Compliance; Sensitive Categories

Buyer is responsible for compliance with legal-advertising/professional rules. Buyer will not target/exclude on the basis of protected characteristics or otherwise use sensitive categories in violation of law or Platform policy. Provider will implement valid opt-out/suppression requests in future refreshes; Buyer will promptly remove any segments identified as suppressed or expired.

7. Confidentiality; Security

Materials are Provider’s Confidential Information. Each party will use the other’s Confidential Information solely to perform this Agreement and protect it with reasonable care. Buyer will maintain reasonable safeguards for any temporary match files, restrict access to need-to-know personnel, and delete interim files after upload.

8. Intellectual Property; Feedback

Provider retains all rights in the Materials and underlying datasets; Buyer retains rights in its creative, accounts, and campaign data. Feedback may be used by Provider without obligation.

9. Indemnification

Buyer will defend and indemnify Provider against third-party claims arising from Buyer’s campaigns, misuse, law/policy violations, or re-identification attempts, including damages, settlements, and reasonable attorneys’ fees (with customary notice/cooperation).

10. Limitation of Liability

Except for (a) indemnification obligations, (b) breaches of No PII Transfer or Confidentiality/Security, or (c) willful misconduct, neither party is liable for indirect, incidental, special, consequential, or punitive damages or lost profits. Subject to the foregoing, each party’s aggregate liability is limited to amounts paid or payable by Buyer for the relevant Order Form in the 12 months preceding the claim.

11. Term; Termination; Effect

This Agreement begins on the Effective Date and continues until terminated per this section. Either party may terminate for uncured material breach (30 days’ notice). Upon termination, Buyer will cease use of unexpired/unlicensed Materials; Audiences already deployed for the paid intent window need not be removed, but no refresh/redeployment occurs absent a new Order Form. Sections 2.3, 4, 5.4, 7–10, 11.3, and 12 survive.

12. General

Governing Law/Venue: North Carolina law; exclusive venue in Mecklenburg County, NC state/federal courts (injunctive relief available for breaches of No PII Transfer or Confidentiality). The parties are independent contractors. This Agreement (with Order Forms and any exhibits) is the entire agreement; Order Form controls in conflicts, then this Agreement, then exhibits. No assignment without consent except to an affiliate or in connection with merger/sale/reorganization (with notice). Notices may be sent by courier or email with confirmation. Amendments/waivers must be in writing.

Checkout Acknowledgment: By completing checkout and checking the acceptance box, Buyer agrees to and is bound by this Audience Activation Services Agreement on behalf of itself or its organization.

Version 1.1
Last updated Nov. 12th, 2025