Welcome to Alice by OM (“Alice”).  By using Alice and providing information to us, you agree to the following terms of use ("Terms of Use"). References to “Alice” include the platform site and any service provided thereon.  Alice is provided by Optimum Media, LLC ("Optimum Media," "us," "we").

IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU SHOULD DISCONTINUE ALL USE OF ALICE IMMEDIATELY.

AUTHORIZED USERS

Use of Alice is restricted to Optimum Media’s advertiser and agency clients (“Clients”) and their authorized representatives, and you agree not to allow any unauthorized person to access Alice.  If you are using Alice on behalf of a Client, then (i) you warrant that you are fully authorized to agree to these Terms of Use on such Client’s behalf and to provide the Client’s data as contemplated herein and (ii) you shall be directly liable to us for any services contracted on behalf of the Client and any related obligations, regardless of whether you are paid or otherwise compensated therefor by the Client.

ACCOUNT SECURITY

You will receive a password and account designation upon completing the Alice registration process. Each registration is for a single user only, unless otherwise expressly authorized by us. You may not share or disclose your login credentials and may not take screenshots or otherwise copy or duplicate any content or suggested media plan(s) from Alice or otherwise share such information with any third party.  You are responsible for all activities that occur through your account, and you agree to immediately notify Optimum Media if you suspect or become aware of any loss or theft of your password or of any unauthorized use of your password or account or any other breach of security.

RESTRICTIONS ON USE

Alice is provided to you solely for media planning and campaign order booking purposes, in each case solely in connection with multi-screen media purchased from Optimum Media.  You agree to use Alice in accordance with all applicable laws, rules and regulations, including industry self-regulatory guidelines (“Laws”) and with these Terms of Use.  You agree not to attempt to access Alice by any means other than through the interface that is provided by Optimum Media or otherwise use Alice except as expressly permitted by us. You agree not to reproduce, republish, share, sell, or otherwise use Alice or any material on Alice except as expressly permitted by us, and you agree not to use Alice for any unlawful or improper purpose.  You also agree not to use Alice in any way that may cause damage to Alice or impair the availability or accessibility of Alice.

POLITICAL CAMPAIGNS; USE OF VOTER DATA; NO FOREIGN PRINCIPALS

You may book political advertising campaigns through Alice so long as such advertising complies with applicable Laws and all applicable requirements (including disclosure requirements) imposed by our ad-serving partners. Certain states have enacted laws that require certain information about state and local political advertising campaigns to be collected, retained and/or made available to the public and/or regulatory agencies.  To the extent such laws apply to your campaign, you agree to timely provide any required information. Failure to timely provide such information may delay or prevent your campaign from being launched. Alice contains political data gathered from state voter registration records, which is subject to legal restrictions on use.  You agree to use any political data only for legally permitted political advertising purposes and not for any commercial advertising purposes (e.g., marketing commercial goods or services). 

Unless specifically authorized by Optimum Media, in no event may Alice be used to plan or book any political campaign on behalf of any “foreign principal” or “agent of a foreign principal” as defined in the Foreign Agents Registration Act of 1938, as amended (“FARA”). The term “foreign principal,” as defined in Section 1(b) of FARA, includes a foreign government, foreign political party, foreign organization, foreign individual, and the term “agent of a foreign principal,” as defined in Section 1(c) of FARA , includes any organization or individual any of whose activities are directly or indirectly supervised, directed, controlled, financed or subsidized in whole or in major part by a foreign principal. You agree not to use Alice in any way to plan, book or otherwise support a political campaign for the benefit of a foreign principal or agent of a foreign principal without Optimum Media’s express written consent.

ORDER TERMS AND CONDITIONS
All campaign orders booked through Alice and all related creative, data, or other information or materials (“Content”) you upload to Alice or transmit using or in connection with Alice in any way, are subject to our Standard Order Terms and Conditions, which may be revised from time to time.

CUSTOM LIST UPLOADER

Alice’s Custom List Uploader feature enables you to upload a list for custom matching and create a custom audience (“Custom Data”). You hereby grant to Optimum Media and its agent(s) a non-exclusive, non-transferable license to access and use the Custom Data solely to provide data processing and requested services (including without limitation data matching, data modeling, audience creation, campaign activation, pre- and post- campaign data analytics services and reporting), or as otherwise agreed in writing (“Permitted Use”) to you or your applicable Client as mutually agreed in writing from time to time. If we provide requested pre-campaign data processing services, you agree to pay us the agreed fee, if any, regardless of whether the related advertising campaign actually runs. We may use third party agents to perform services hereunder, however we shall remain responsible for their actions or omissions in their performance of such services.

By uploading a custom list to Alice, you agree to comply with all applicable laws, rules and regulations, including those relating to information privacy and security (“Laws”) and all applicable privacy policies.  You expressly represent and warrant that (i) the Custom Data will be provided in the form and format specified by Optimum Media and will only include your (or your Clients’) U.S. customers, prospects, or names (if available) and postal addresses for persons age 18 and older in U.S. households and will not contain any other information, including any other personally identifying information (“PII”) or any demographic information, (ii) unless otherwise agreed to by us in a separate written agreement, the Custom Data is not regulated data (e.g., data subject to HIPAA or Gramm-Leach-Bliley regulations), (iii) all Custom Data has been collected, maintained and provided in compliance with all applicable privacy policies and Laws that clearly disclose (a) the data collected, (b) that such data may be used by you (and/or your client, as applicable) and shared with third parties, including for advertising purposes, and (c) how users can effect opt-out choices, (iv) you have all consents or other rights needed to provide the Custom Data to us via Alice for use in performing services for you, including performing the custom list match and running targeted advertising based on the match results, (v) in no event will the Custom Data include any sensitive data, which if lost, compromised, or disclosed without authorization could result in substantial harm or unfairness to an individual (such as sexual orientation, non-conforming gender identify (such as transgender status), religion, health information or conditions, or any data regarding a person under the age of eighteen (18)), (vi) our use of the Custom Data as contemplated herein will not violate any Laws or any third party rights, and (vii) to the extent the provision of such data constitutes a Sale of Consumer Personal Information under the California Consumer Privacy Act of 2018, as amended (“CCPA”), each such Consumer has received explicit notice of such Sale and the opportunity to exercise the right to opt-out in accordance with the CCPA. We may impose restrictions on the fields that may be uploaded and minimum requirements for unique records in uploaded files and match files to comply with our data privacy requirements and those imposed by our ad serving partners.

We agree to (i) comply with all applicable Laws and our Privacy Policy in connection with performing services hereunder and (ii) use the Custom Data solely for the Permitted Use.  

We reserve the right to accept or reject any proposed Custom Data in our sole discretion, however no acceptance by us shall impact your warranties hereunder regarding the Custom Data.

CCPA COMPLIANCE

All capitalized words used in this paragraph shall have the same meaning as in the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100-1798.199 (as it may be amended from time to time) (the “CCPA”). To the extent that we provide Processing related services to you or your Client with respect to any Custom Data, you and we agree that we are designated a Service Provider under the CCPA. With respect to any Consumer Personal Information you provide to us for a Business Purpose, we agree to: (i) not Sell, retain, use, or disclose such Consumer Personal Information for any purpose other than the Business Purpose specified herein (or in any service order executed hereunder) or otherwise permitted by the CCPA; (ii) comply with the CCPA in connection with the Processing of such Consumer Personal Information; and (iii) promptly cooperate with you in responding to and fulfilling any access, opt-out or deletion requests received from Consumers to exercise rights under the CCPA.   

HIPAA COMPLIANCE

All capitalized terms used in this paragraph but not otherwise defined shall have the meanings ascribed to them under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). If the Custom Data includes Protected Health Information (PHI), you represent and warrant that you are a Covered Entity permitted to use or disclose such PHI with us as a Business Associate and you will not request us to use or disclose PHI in any manner that would not be permissible under HIPAA if done by you as the Covered Entity. You agree to notify us of (i) any limitations in your Notice of Privacy Practices, to the extent that such limitation may impact our use or disclosure of PHI, (ii) any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect our use or disclosure of PHI, and (iii) any restriction on the use or disclosure of PHI that the Covered Entity has agreed to or is required to abide by under 45 C.F.R. §164.522, to the extent that such restriction affects our use or disclosure of PHI.

NO REVERSE ENGINEERING OR RE-IDENTIFICATION

In no event shall you or we attempt to (i) “reverse engineer” or re-identify any persons or households from any de-identified data developed or provided hereunder or (ii) determine any sensitive data regarding any persons or households included in the data being processed hereunder. You shall not attempt to “reverse engineer” or otherwise attempt to determine from any information received hereunder any proprietary information about us, our agent(s) or our or their respective platforms or algorithms.

PAYMENTS
Unless otherwise authorized by Optimum Media, when you book a media campaign using Alice, we will process your payment information using “Stripe” as our third-party provider for payment services (e.g. card acceptance and related services). Please see our Privacy Policy for information about our privacy practices regarding your payment information and the applicable terms and conditions and privacy policy of our third-party payment service provider. After you elect to book a plan, Stripe will process the transaction amount and your credit card or debit card will then be charged.

FEEDBACK

You agree that we own any suggestions, enhancement requests, recommendations or other feedback you provide relating to Alice (“Feedback”), without any obligation of attribution or compensation, however, we will not disclose your Feedback to any unaffiliated third party in a manner that can be attributed to you without your consent.

CONFIDENTIALITY; PROPRIETARY RIGHTS

Alice contains proprietary and confidential information that is protected by applicable intellectual property and other laws.  Optimum Media and its licensors own all rights in Alice, all information therein, all modifications, enhancements and derivatives thereof, and all related intellectual property rights.  All such rights are reserved (subject only to the limited right to use set out in these Terms of Use), and you agree not to take any action that is inconsistent with those rights. 

You and we agree that any data processing results hereunder shall be deemed "Confidential Information" of each of us, and the Custom Data shall be deemed your "Confidential Information." You and we agree not to disclose information regarding any data processing results, and we agree not to disclose information about the Custom Data, except in each case to our respective Representatives (and to your client and its Representatives, as applicable) as needed in connection with any data processing project hereunder. For the sake of clarity, you and we may use data processing results for our internal purposes, but you acknowledge and agree that we will in no event deliver to you any targeting audience created as a result of any services hereunder.

DESTRUCTION OF INFORMATION

Unless you expressly agree otherwise, we shall destroy the Custom Data within thirty (30) days following the completion of our processing services, and we shall destroy any modeled or matched targeting audience based on Custom Data within ninety (90) days following the end of the last campaign run based on such data.  Notwithstanding the foregoing, each of us and our agents may retain such data as part of its standard systems back-up and/or archiving processes and as necessary to comply with Laws or other regulatory obligations; provided that all such retained data shall be destroyed as soon as practicable and shall remain subject to the confidentiality restrictions hereunder for as long as retained.

AVAILABILITY

Alice (or individual services provided thereon) may be temporarily unavailable from time to time for maintenance or other reasons, and Optimum Media does not warrant Alice availability or that Alice will be uninterrupted or error-free.  Optimum Media reserves the right to modify or discontinue Alice at any time.

DISCLAIMERS
ALICE IS PROVIDED "AS-IS" AS A PLANNING TOOL FOR CONVENIENCE ONLY, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.  OPTIMUM MEDIA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY AND NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.  OPTIMUM MEDIA DOES NOT WARRANT THE ACCURACY OF ANY INFORMATION ON ALICE OR THAT YOU WILL RECEIVE ANY SPECIFIC RESULTS FROM THE USE OF ALICE. 

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE, ANY PRODUCTS OR SERVICES PROVIDED BY US OR OUR AGENTS HEREUNDER, ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER, AND WE EXPRESSLY DISCLAIM, ON BEHALF OF OURSELVES AND OUR AGENTS, ALL IMPLIED WARRANTIES INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.

INDEMNITY
You and the Client (if applicable) agree to indemnify and hold Optimum Media, its affiliates, and each of their respective agents and representatives (the “a4 Parties”) harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or relating to your use of Alice, any Content (including any Custom Data) you provide, and any violation of these Terms of Use, any Laws or any rights of any third party by you or, if applicable, the Client.

LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NO A4 PARTY SHALL BE LIABLE TO YOU OR THE CLIENT (IF APPLICABLE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (REGARDLESS OF FORESEEABILITY AND EVEN IF AN A4 PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR THE INABILITY TO USE ALICE OR ANY OTHER MATTER RELATING TO ALICE, INCLUDING ANY ORDERS PLACED USING ALICE; EXCEPT THAT OUR LIABILITY FOR DIRECT DAMAGES UNDER ANY ACCEPTED ORDER PLACED THROUGH ALICE SHALL BE LIMITED AS SET FORTH IN OUR ORDER TERMS.

TRADEMARKS AND PATENTS

“Alice by OM,” “OM,” “Optimum Media,” “Custom List Uploader” and Optimum Media’s other graphics, logos, designs, and service names are trademarks or trade dress of Optimum Media and may not be used without Optimum Media’s prior written permission.  Alice by OM is protected by U.S. Patent No. 10,075,756 and other U.S. patents pending.  Voter-targeted digital advertising products and services are protected by U.S. Patent Nos. 9,092,805 and 8,763,033, and other foreign patents pending.

ALICE PRIVACY POLICY

Registration data and other information collected and used by Alice is subject to our Privacy Policy. You understand that through your use of Alice, you consent to the collection and use of this information as set forth in the Privacy Policy.

TERMINATION OF RIGHTS

We reserve the right to disable your user ID and password or terminate your rights to use Alice if you breach any of these Terms of Use, or otherwise in our reasonable discretion.

GOVERNING LAW; JURISDICTION

These Terms of Use shall be construed in accordance with and governed by the substantive and procedural laws of the State of New York, without reference to any conflicts of laws principles.  The parties irrevocably consent to the venue and jurisdiction of the state and federal courts located in New York County, New York for the purposes of interpreting and enforcing the provisions hereof and agree that such courts will have exclusive jurisdiction of any such proceeding.

CHANGES TO THESE TERMS OF USE

We may revise these Terms of Use at any time by posting any changes and/or updates directly on this page. We encourage you to visit this page periodically to review our current Terms of Use.

Version: August 23, 2024