LocID™ DATA ECOSYSTEM PARTICIPANT AGREEMENT
THIS LOCID DATA ECOSYSTEM PARTICIPANT AGREEMENT (“Participant Agreement”) is made between Matchbook Data, LLC, a Georgia limited liability company (“MDL”), and the entity (“Authorized Participant”) specified in an applicable Participant Form, who is expressly authorized by a customer of MDL (“LocID Customer”) to manage receipt, transmittal, or other implementation of LocID Services on behalf the LocID Customer.
MDL and Authorized Participant will each be referred to as a “Party” and collectively as the “Parties” throughout the Participant Agreement. The Participant Agreement includes (a) the following terms and conditions, and (b) the applicable Participant Form which incorporates them by reference to a URL hyperlink.
TERMS AND CONDITIONS
1. Definitions. The attached Schedule A contains the additional definitions that apply to the capitalized terms used in the Participant Agreement.
2. Participant Forms. The Parties may enter into one or more Participant Forms for Authorized Participant to facilitate the implementation of LocID Services for one or more LocID Customers, under the terms of the Participant Agreement. Each Participant Form must specify, at a minimum, the legal name of the Authorized Participant, the legal name of the LocID Customer, the Authorized Activity, the duration of the Participant Form, the LocID Services to be implemented and tasks to be performed, and signatures by each of the Authorized Participant, the LocID Customer, and MDL. Any Participant Form lacking any of these minimum requirements shall be of no force and effect.
3. License. Subject to the restrictions set forth below, MDL hereby grants Authorized Participant a limited, non-exclusive, non-transferable, non-sublicensable, terminable, royalty-free right and license to access the relevant LocID Services solely to perform the Authorized Activity for the applicable LocID Customer during the Term.
4. Ownership. MDL reserves all rights as the sole owner of the LocID Property including, without limitation, all LocIDs, TxIDs, and all other LocID Services and systems, as well as all related intellectual property rights including any patents, trademarks, and copyrights. Nothing in the Participant Agreement will be construed to confer upon Participant any right, title, or interest in the LocID Property. Nothing in the License Agreement shall in any way restrict MDL’s use of the MDL Property on behalf of itself or third parties.
5. Restrictions. Except as expressly permitted by the limited license in article 3, Authorized Participant shall have no right to use, copy, display, publicly perform, distribute, sublicense, make derivative works of, decompile, reverse engineer, disassemble, modify, reproduce, rent, sell, lease, lend, share, transfer, or otherwise dispose of the MDL Property, or any part thereof, in any form or for any purpose including, but not limited to, creating a competing product to LocID, violating the rights of any LocID Customers or other persons in and to their data, creating LocIDs or encrypting or de-encrypting any LocID Services, or knowingly enabling third parties to do so.
6. Compliance With Law and Third Party Rights. Each Party shall at all times comply with Applicable Laws in connection with the Participant Agreement and shall not use the LocID data intelligence solution in a manner that violates the legal rights of third parties.
7. Agreements Between Authorized Participant and LocID Customers. The Parties acknowledge that Authorized Participant is solely responsible for executing and performing a separate, bilateral agreement with any LocID Customer in connection with Authorized Participant’s performance of an Authorized Activity. The Parties further acknowledge that the LocID data intelligence solution does not involve the transmission or receipt of Personal Data by MDL to or from the Authorized Participant (other than business contact information, which shall be managed in accordance with Applicable Laws). Any processing of Personal Data by either Authorized Participant or a LocID Customer related to the Authorized Activity shall be governed by a separate, bilateral data processing agreement between them in accordance with Applicable Laws. MDL, its affiliates, and their directors, officers, and employees, shall in no event be deemed a party to any bilateral agreements between Authorized Participant and LocID Customers, and shall have no responsibility or liability arising out of or related to the Authorized Participant’s performance of such bilateral agreements.
8. No Compensation by MDL or Authorized Participant. Unless otherwise mutually agreed and specified in an applicable Participant Form, the specified LocID Customer shall be solely responsible for payment of any fees or expenses of Authorized Participant and MDL in connection with the Authorized Activity. In no event shall MDL be responsible for payment of any fees, expenses, or other compensation to Authorized Participant in connection with the Authorized Activity.
9. Warranties.
9.1 Mutual Warranties. Each Party warrants and represents that it (i) is duly authorized to enter into the Participant Agreement, and (ii) does not knowingly violate any third parties’ contractual, property, or other legal rights by entering the Participant Agreement.
9.2 Prohibited Persons and Entities. Authorized Participant further represents and warrants that neither Authorized Participant nor any of its direct or indirect owners, directors, officers, employees, affiliates, agents, representatives, suppliers, or subcontractors are disqualified, sanctioned or prohibited by any US export regulations or bulk data transfer rules set forth in section 20 below from performing the Authorized Activity under the Participant Agreement.
10. Disclaimers.
10.1 Other Warranties. MDL SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, ORAL, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10.2 Data Warranties. DUE IN PART TO THE PROBABILISTIC NATURE OF THE LOCID SERVICES, MDL MAKES NO WARRANTY THAT THE LOCID SERVICES OR ANY RELATED DATA WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE PARTIES ACKNOWLEDGE THAT DATA ENTRY, COMMUNICATION AND STORAGE ARE SUBJECT TO A POSSIBILITY OF HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, AND LOSSES, INCLUDING INADVERTENT INTERRUPTION OR LOSS OF DATA OR DAMAGE TO MEDIA, AND MDL WILL HAVE NO LIABILITY FOR SUCH ERRORS, OMISSIONS, INTERRUPTIONS, DELAYS, OR LOSSES.
11. Indemnification. The Authorized Participant agrees to indemnify, defend, and hold harmless MDL, its affiliates, and their officers, directors, and employees, from and against any and all damages claimed by third parties in connection with any third party claim, to the extent resulting from (a) any dispute between Authorized Participant and a LocID Customer or other third party concerning the performance of Authorized Activities; (b) Authorized Participant’s breach of its obligations under the Participant Agreement including, without limitation, non-compliance with Applicable Laws; or (c) the willful misconduct or gross negligence of Authorized Participant in connection with the subject matter of the Participant Agreement. MDL shall provide reasonable notice of any such claims and may also participate in the defense at its own expense. Authorized Participant shall not enter any settlement of such claims that affirms, imposes or maintains any potential liability of MDL, without MDL’s express, written consent.
12. Limitation of Liability. EXCEPT FOR CLAIMS ARISING FROM OR RELATED TO ARTICLES 4, 11, OR 13, NEITHER PARTY SHALL BE LIABLE IN CONNECTION WITH ANY CLAIM ARISING FROM OR RELATED TO THIS PARTICIPANT AGREEMENT FOR ANY (A) INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY ASSERTED; OR (B) DAMAGES EXCEEDING THE AGGREGATE AMOUNT OF FIFTY THOUSAND US DOLLARS ($50,000).
13. Confidentiality.
13.1 Each Party shall use a reasonable standard of care to protect the Confidential Information of the other and will use the other party’s Confidential Information only for purposes of the Participant Agreement and only to the extent necessary for such purposes. Neither Party will disclose (whether orally or in writing, or by press release or otherwise) to any third party any Confidential Information of the other Party, or any information with respect to the terms and provisions of the Agreement, except (i) to each Party’s respective officers, directors, employees, subcontractors, auditors and attorneys who have a need to know such Confidential Information, in their capacity as such and who are informed by of the confidential nature of the Confidential Information; (ii) to the extent strictly necessary to comply with law or with the valid order of an administrative agency or a court of competent jurisdiction, provided that the disclosing Party notifies the other Party as promptly as practicable and seeks confidential treatment of the information; (iii) to exercise or enforce its rights under the Participant Agreement, provided that prior to disclosure the disclosing Party will seek confidential treatment of the information; or (iv) as mutually agreed by the Parties in writing.
13.2 Each Party acknowledges and agrees that violation of any requirements of this article 13 concerning the Confidential Information of the other Party may cause irreparable harm, and that such other Party will be entitled to seek an injunction and other equitable relief, in addition to all other remedies available to it in law or equity, to prevent any violation of article 13 or to otherwise enforce the Participant Agreement.
14. Data Security. Each Party acknowledges and agrees that it is responsible for the security of any Confidential Information and any proprietary or personal data it holds that belongs to the other Party. Each Party shall use industry standard efforts to safeguard and prevent unauthorized disclosure of such data. In the event of a security incident involving the data of the other Party, the Party holding such data shall notify the other Party within 24 hours of becoming aware of the security incident and shall provide all reasonable support and information necessary for each Party to manage the security incident.
15. Term. The Term of the Participant Agreement shall begin as of the effective date of the applicable Participant Form and shall continue until the Participant Form has terminated or expired or the Authorized Activity has been completed.
16. Termination. Either Party may terminate the Participant Agreement or any Participant Form for convenience upon written notice to the other Party. In addition, either Party may terminate the Participant Agreement or any Participant Form if the other party commits a material breach, provided that the non-breaching Party shall first notify the other Party of the breach in writing and give such other Party at least ten (10) days to cure the breach to the non-breaching Party’s reasonable satisfaction. Either Party may also terminate the Participant Agreement and any Participant Form effective immediately upon written notice to the other Party, if such other Party: (a) is adjudged bankrupt; (b) becomes insolvent (c) makes a general assignment for the benefit of creditors; (d) has a receiver or trustee appointed for the benefit of its creditors; (e) files a voluntary petition in bankruptcy; or (f) initiates reorganization proceedings or takes any step toward liquidation.
17. Effect. Upon the expiration or termination of the Participant Agreement or a Participant Form, all rights and license of Authorized Participant to obtain and use the LocID Services provided under such Participant Form shall cease, and such and any information derived from such shall no longer be used in any manner. Authorized Participant shall promptly remove LocID Property from all of Authorized Participant’s systems and return it to MDL or ensure that it is promptly destroyed. Upon MDL’s request, Authorized Participant shall provide MDL with evidence and written certification that it has complied with this article 17. Termination or expiration of the Participant Agreement or any Participant Form does not relieve either Party from liability arising from a breach, act, or omission that occurred before such termination or expiration.
18. Order of Preference. In the event of any conflict between these Terms and Conditions and any Participant Form, these Terms and Conditions shall govern, except to the extent a mutually agreed Participant Form expressly states that it is intended to replace or modify a specified clause of these Terms and Conditions. In that case, such replacement or modification shall be deemed to apply only to that specified clause for purposes of that Participant Form only.
19. Force Majeure. Neither Party shall be liable or be deemed to be in default for any delay or failure in performance or interruption if the default or delay is caused, directly or indirectly, by a Force Majeure Event.
20. Export Controls. In addition to compliance with other Applicable Laws, Authorized Participant specifically agrees to comply with all applicable U.S., foreign, and international export control, import, and economic sanctions laws and regulations, including, but not limited to, the U.S. Export Administration Regulations (EAR, 15 C.F.R. Parts 730-774), regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC, 31 C.F.R. § 500, et seq.), and Executive Order 14117 which is codified at 28 CFR Part 202 (commonly known as the DOJ rule restricting bulk data transfers).
21. Notices. All notices or other communications required to be given hereunder shall be in writing and delivered to the applicable Party at its mailing address, e-mail address, or facsimile number specified on the Participant Form (or as such Party may hereafter specify for that purpose by notice to the other Party). All notices shall be deemed delivered if delivered as indicated: (a) by personal delivery, (b) by overnight courier upon written verification of receipt, (c) by email or facsimile transmission upon confirmation of receipt, or (d) by certified or registered mail, return receipt requested, upon verification of receipt. All notices shall be effective upon delivery as provided herein.
22. Independent Contractors. MDL and Authorized Participant are independent contractors under the Participant Agreement and it shall not be construed to create a partnership, joint venture, franchise or agency or fiduciary relationship between the Parties. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party, and neither Party will attempt to or will create any warranty or other obligation, express or implied, on behalf of the other Party.
23. General.
23.1 Assignment. Authorized Participant may not assign or transfer the Participant Agreement, or any rights or obligations hereunder, including through changes to its legal identity or structure, without MDL’s prior written consent. Any unauthorized assignment or transfer shall be null and void. MDL may assign or transfer the Participant Agreement or any of its rights or obligations hereunder to an affiliate or in connection with a sale of assets or all or part of the business of MDL, without the prior written consent of Authorized Participant. This Participant Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
23.2 Survival. The provisions of articles 4, 5, 6, 7, 8, 10, 11, 12, and 13 shall survive any expiration or termination of the Participant Agreement, as will any other provisions that by their nature would typically be expected to survive such expiration or termination.
23.3 Severability. If any provision of the Participant Agreement, or the application thereof to any person or circumstance, is determined by a court of competent jurisdiction to be invalid, such invalidity shall not affect any other provision that can be given effect without the invalid provision or application, and to this end the relevant provisions of the Participant Agreement shall be severable.
23.4 Modifications. The online version of these Terms and Conditions may be updated and modified by MDL from time to time in its reasonable discretion. MDL shall provide written notice to Authorized Participant in the event of any such modification during the Term of the Participant Agreement. In such event, Authorized Participant retains the right to terminate the Participant Agreement as set forth in article 16.
23.5 Waivers. A waiver by either Party of its rights hereunder shall not be binding unless contained in writing signed by an authorized representative of the Party waiving its rights. Further, the non-enforcement or waiver of any provision of the Participant Agreement on one occasion shall not constitute a waiver of such provision on any other occasion unless expressly so agreed in writing. It is agreed that no use of trade or other regular practice or method of dealing between the Parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of the Participant Agreement.
23.6 Governing Law; Venue. The Participant Agreement will be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., as it would apply to contracts made and performed in such state and, to the extent applicable, the intellectual property laws of the United States. The Participant Agreement shall not be governed by the United Nations Convention on Contracts for the Sale of International Goods, the application of which is expressly excluded by the Parties. In connection with any dispute, claim or controversy arising out of or relating to the Participant Agreement, each Party irrevocably consents to the exclusive jurisdiction and venue of the appropriate state and federal courts of the State of Delaware and irrevocably waives any objections to such jurisdiction or venue.
23.7 Entire Agreement. This Participant Agreement, including the applicable Participant Form and any written amendments, embodies the entire understanding and agreement of the Parties with respect to the subject matter and supersedes all prior and contemporaneous written or oral agreements.
23.8 Counterparts. Each Participant Form and any amendment thereof may be executed in any number of counterparts, including via facsimile, PDF transmission, and/or electronic signatures, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. In producing a Participant Form in any proceeding, it shall not be necessary to produce or account for more than one such counterpart signed or accepted by the Party against whom enforcement is sought.
[LAST UPDATED AUGUST 2025]
SCHEDULE A
Definitions
The following definitions apply to the capitalized terms in the LocID™ Participant Agreement:
1.1 “Applicable Laws” means all applicable non-US statutes, and US federal, state, and local statutes, as amended from time to time, as well as all applicable judicial and administrative decisions and regulations, including, without limitation, all data protection laws of each country or jurisdiction that are applicable to any Personal Data that is processed in connection with the Participant Agreement.
1.2 “Authorized Activity” means the specific commercial activities for which Authorized Participant is authorized to facilitate the use of the LocID Services by a LocID Customer, as specifically described in an applicable Participant Form, but shall in no event include the creation, encryption or de-encryption of any LocIDs or TxIDs.
1.3 “Coarse Location” means a geographic area having a radius of more than 1850 feet, such as a postal code, zip code, city, metro area, region, or country, as specified in applicable Participant Forms.
1.4 “Confidential Information” means any confidential or proprietary information owned or disclosed by a Party and is received or held by the other Party, including without limitation the terms of the Participant Forms and information generated by the Parties in the course of performance of the Participant Forms, but does not include information that (a) was in the public domain or that later comes into the public domain through no fault of either Party, (b) is already legitimately known to the receiving Party at the time of disclosure, or (c) becomes known to the receiving Party without a breach of the Agreement or the breach of a duty by any third party to keep such information confidential. MDL’s Confidential Information includes without limitation all LocIDs.
1.5 “Data Bidstream” means the worldwide advertising data ecosystem in which data is exchanged programmatically between data publishers, data buyers, and various intermediary entities, through use of real time bidding technologies.
1.6 “Force Majeure Event” means fires, floods, earthquakes or other natural disasters, labor disputes, strikes or lockouts, wars, rebellions, revolutions, riots, civil disorders, domestic or international terrorism, accidents or unavoidable casualties, outages of data or communication networks or electrical utilities, supply shortages, or other catastrophes or occurrences which are beyond a Party’s reasonable control.
1.7 “IP Address” means a dynamic internet protocol address, consisting of a series of values delimited by dots or colons in a standardized format, that an internet service provider temporarily assigns to a device connected to a computer network, to allow the device to send and receive data.
1.8 “MDL Property” means the LocID Services and each LocID, and TxID, including all related algorithms, methodologies, applications, know-how, inventions, derivatives, and data, and any and all patents, copyrights, trademarks, trade secrets and any other intellectual and proprietary rights associated with the foregoing, but expressly excluding any rights in or to Customer Data..
1.9 “LocID” means a customer-specific, arbitrary identifier consisting of a string of numbers and text that MDL may provide to Licensee for its internal use only, associated with one or more IP Addresses in a relevant Coarse Location without revealing the Precise Location of such IP Address.
1.10 “LocID Analysis” means MDL’s services determine if an IP Address initially associated with a LocID has changed over time.
1.11 “Participant Form” means a mutually agreed form executed between the Parties and an applicable LocID Customer and made part of the Participant Agreement by reference or attachment, as further described in article 2.
1.12 “Personal Data” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked with, directly or indirectly, a particular person or household.
1.13 “Precise Location” means a geographic area having a radius of 1850 feet or less.
1.14 “Term” means the period of time during which the Participant Agreement remains in effect, as further described in article 15.
1.15 “TxID” means a transitory, single-use, arbitrary identifier consisting of a string of numbers and text, that MDL provides to enable a LocID Customer to transmit in the Data Bidstream an encrypted metadata unit derived from one or more IP Addresses for an audience segment associated with a LocID, without revealing Precise Locations or other Personal Data to unauthorized recipients.