Last Updated: April 3, 2025‍

This Data Use Bilateral Participant Agreement (this “Agreement”) is made effective as of the date you click “Accept” below (such date, the “Effective Date”) by and between Semcasting, Inc., with offices located at 21 High Street, North Andover, MA 01845 (“Semcasting”), and the entity named on the Webpage Form completed upon signup (“Customer”), on behalf of itself and its Affiliates.

When you check the box and click the “Accept” button below, you agree that this Agreement will form and constitute a binding agreement between Customer and Semcasting. You, as the individual clicking “Accept” warrant that you have authority to bind Customer to this Agreement, you have read and understand this Agreement; and on behalf of Customer, you agree to this Agreement. If you do not have the legal authority to bind Customer to this Agreement, please do not accept this Agreement. If Customer does not wish to accept this Agreement, you should not click "Accept" and exit this webpage.

For good and valuable consideration, the receipt of which is acknowledged by each Party, the Parties agree as follows:

1. DEFINITIONS

1.1. “PII” means data used or intended to be used to identify, contact, or locate a person, such as name, address, telephone number, or email address.

1.2. “Clients” means the advertisers, agencies or other clients that uses Customer’s services to manage advertising campaigns (if applicable).

1.3. “Services” means the ID Resolution services that Semcasting makes available via the Site under this Agreement.

1.4. “Site” means the Blockgraph Platform provided by Blockgraph, LLC.

1.5. “Semcasting Data” or “Data” means a subset of Semcasting’s non‐personally identified descriptive audience information, deliverable in the form of IP Range definitions, IP address listings, Device Identifiers, Hashed Emails, Household information, clusters of data segments, business categories, and summary level population counts, demographic attributes, socio‐economic data, about one or more consumers or businesses that (i) are compiled by Semcasting and/or licensed to Semcasting through a third party data partner; (ii) have been matched to an IP address range, Hashed Email, Device IDs, and locations through Semcasting's matching process; (iii) Semcasting provides to Customer under this agreement; and (iv) any other materials provided or made available to Customers in connection with this Agreement.

1.6. “Client Data” means the data Customer provides to Semcasting (or allows Semcasting to access) about customers or potential customers or visitors to Customer or Client websites (but, in each case, not the selection or arrangement of that data).

1.7. “Matched Data” means any Client Data that is enhanced, commingled or otherwise combined with Semcasting Data.

1.8. “User” means the individual consumer or household from whom Client Data is collected.

1. SITE

1.1. Access to the Site. Semcasting agrees to provide the Services through the Site in accordance with the terms of this Agreement.

1.2. Limitations of Rights Granted. Except and only to the extent expressly granted the rights herein, Customer shall not, and shall not knowingly allow or permit any non‐party to (A) use or reproduce the Services or any portion thereof; (B) disassemble, decompile, decrypt, extract, reverse engineer, prepare a derivative work based upon, distribute, or time share the Services, or otherwise apply any procedure or process to the Services in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Services or any algorithm, process, procedure or other information contained in the Services; (C) rent, lease, assign, sublicense, transfer, modify, alter, or time share the Services; (D) use the Matched Data for the purpose of developing, providing or facilitating any service which is competitive, in whole or in part, with the Services; (E) use the Services or Matched data in violation of any applicable law, regulation, or other governmental order; (F) probe for vulnerabilities or otherwise hack or attempt to violate the security of the Services; (G) use the Services or Matched Data in violation of the restrictions set out in Section 4.2. Customer agrees not to (or to assist or permit any third party to) use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., or to submit Client Data that is false, spoofed, or otherwise not derived from actual arm’s length third party traffic to Customer website.

1.3. Intellectual Property. Customer acknowledges that the intellectual property, identity resolution Services and all content contained therein, including, but not limited to, text, works of authorship, software, music, sound, photographs, video, graphics, and third party materials and advertisements, but excluding Client Data (collectively, “Content”) is proprietary to Semcasting and its licensors, and Semcasting and its licensors retain exclusive ownership of the same throughout the world, including all related copyrights, trademarks, service marks, patents, trade secrets or other intellectual property and proprietary rights thereto. Except for the limited rights expressly granted to Customer under this Agreement, Semcasting and its licensors retain all right, title or interest in and to the Content, including, without limitation, the services and matched data. The Content is licensed and not sold. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights of Semcasting, whether by estoppel, implication or otherwise. Customer hereby agrees to abide by the applicable laws of the United States and other nations, and any applicable international treaties.

2. SEMCASTING DATA

2.1. Access to Semcasting Data. Semcasting will incorporate Semcasting Data into Client Data to create Matched Data. Each agent, representative, employee, or any person or entity acting on Customer’s behalf with respect to the use of Semcasting Data will be subject to and will abide by this Agreement.

2.2. License to Semcasting Data. Subject to the terms of this Agreement, Semcasting hereby grants Customer a limited, nonexclusive, nontransferable (except in connection with an assignment permitted under Section 7.6), non‐ sublicensable license to use Semcasting Data as part of Matched Data for the targeting of Customers’ content and advertisements to Users in the United States or on behalf of the Clients. For clarity, the Customers’ Clients have no right to receive or use the Semcasting Data directly.

2.3. Reservation of Rights. The Semcasting Data is licensed, not sold. Semcasting and its suppliers reserve all rights, including intellectual property rights, in and to the Semcasting Data not granted expressly in this Agreement. Customer must not, directly or indirectly: (a) reverse engineer, decompile, disassemble, reproduce, modify, translate, enhance, or create derivative works of any Semcasting Data, (b) copy, rent, sell, lease, or distribute any Semcasting Data; (c) blend or otherwise combine Semcasting Data with any third party cookies or other data of any form; (d) use Semcasting Data in any sharing arrangement, or resell, rent, lease, sublicense, or transfer Semcasting Data to any third party; or (e) use or attempt to use Semcasting Data after it has passed the expiry date set by Semcasting.

2.4. Protection of Rights. Customer will: (a) protect Semcasting’s proprietary and intellectual property rights in and to Semcasting Data (including, without limitation, notifying Semcasting of any breach of this Agreement that involves Semcasting Data or User privacy; (b) not use the Semcasting Data in a way that harms or is intended to harm Semcasting or our data providers, affiliates, customers or vendors; and (c) if requested by Semcasting, cooperate with Semcasting (at Semcasting’s expense) in any legal action to prevent or stop unauthorized use, reproduction, or distribution of Semcasting Data or any action that may subject Semcasting or Users to harm or liability.

2.5. No PII. Semcasting will not include personally identifying information which it has collected from non-public sources (“PII”) within Semcasting Data that it provides to Customer without written notice. Customer will adhere to all applicable provisions of the then‐ current NAI Self‐Regulatory Code of Conduct (“NAI Code”).

2.6. Privacy. Customer must adhere at all times to Semcasting’s Data Use Privacy Requirements, available at https://www.semcasting.com/privacy-policy/, as they may be amended from time to time.

2.7. Compliance with Laws. Customer will comply with all applicable laws and regulations in its use of Semcasting Data and its performance under this Agreement.

2.8. Suspension. If Customer is in default of any obligation under this Agreement or if use of Semcasting Data is restricted or otherwise becomes restricted by any laws or regulations, Semcasting may, in addition to any other rights and remedies, block or restrict Customer’s and/or Clients’ access to Semcasting Data, and otherwise suspend performance under this Agreement, without liability.

2.9. Privacy Restrictions. Semcasting is offering Semcasting Data to Customer as supplied data and has no visibility or responsibility for how Customer ensures that privacy standards are met vis‐à‐vis its use of the Semcasting Data. Customer represents, warrants and covenants that: (a) Customer is and will continue to be in compliance with the Digital Advertising Alliance (“DAA”) Code located at http://www.aboutads.info/principles (or a successor website thereto); (b) Customer will not use, and will use reasonable efforts to ensure that its agents, customers, clients and affiliates do not use, Semcasting Data for the purposes of making decisions about a User’s eligibility for credit or insurance; and (c) any data provided by Customer does not and will not fall under any of the sensitive data definitions contained the DAA Code or Network Advertising Initiative Code without first obtaining the prior affirmative consent of the applicable User.

3. CLIENT DATA

3.1. Intellectual Property Ownership. Semcasting acknowledges and agrees that the Client Data constitutes the proprietary information of Customer (or its data suppliers and Clients), and exclusive title thereto and all applicable copyrights, trade secrets, patents and other intellectual and proprietary rights in the Client Data remains with the Customer, and/or its data suppliers or Clients.

3.2. Consumer Inquiries. Customer shall be responsible for accepting and responding to any communication initiated by a consumer (“Consumer Inquiries”) arising out of Customer’s use of the Matched Data. Client agrees that it will provide “in house” suppression to consumers, upon request by a consumer, from future marketing initiatives by Customer and agrees to honor any such request by suppressing such consumer information from Customer’s marketing solicitations. Customer agrees to notify Semcasting of users who wish to be excluded from the Matched Data. No reference to Semcasting in written or oral communication to a consumer or in scripts used by Customer in responding to Consumer Inquiries shall be made without Semcasting’s specific prior written approval.

4. MATCHED DATA

4.1. Matched Data. Customer agrees to use any Matched Data solely for the purposes of enhancing their own first-party data, marketing programs and targeting customers and website clients on behalf of the Client or the Client’s Customers. Additionally, Customer agrees to use Services and Matched Data only as permitted by applicable law, including export control laws and regulations.

4.2. Permitted Uses and Restrictions of Matched Data. Customer use of Services and Matched Data must comply with Semcasting Permitted Uses and Restrictions (Exhibit A) included in this Agreement. Customer must meet our minimum-security requirements set forth in that Exhibit A and Customer must include language within Customer website Privacy Policy that complies with the Digital Advertising Alliance (DAA), any applicable privacy laws (i.e. California Consumer Privacy Act), and that the Customer or its Clients support each user’s right to opt‐out of data collection. Central to this compliance is Customer’s obligation to notify consumers that Customer or its Clients collect certain information about them for marketing purposes, how Customer or Client’s use that information, and how consumers may choose to opt out of any data collection process.

5. INDEMNIFICATION

5.1. By Customer. Customer will indemnify, defend, and hold harmless Semcasting and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, incurred by Semcasting in connection with any actual or threatened third‐party claim arising directly or indirectly from Customer’s use of Services or Site in violation of this Agreement and Customer’s breach of any covenant, representation, or warranty in this Agreement.

5.2. By Semcasting. Semcasting will indemnify, defend, and hold harmless Customer and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, incurred by Customer in connection with any actual or threatened third‐party claim that the Semcasting Data infringe any intellectual property rights of such third party.

5.3. Obligations. The indemnified party must: (i) give the indemnifying party prompt written notice of the claim; (ii) cede full and complete control over the defense and settlement of the claim to the indemnifying party; (iii) provide assistance in connection with the defense and settlement of the claim as the indemnifying party may reasonably request; and (iv) comply with any settlement or court order made in connection with the claim.

6. LIMITATIONS OF LIABILITY AND WARRANTY

6.1. Limited Warranty. SEMCASTING DATA AND ANY DATA OR SERVICES PROVIDED BY SEMCASTING IN CONNECTION WITH THIS AGREEMENT, ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. SEMCASTING EXPRESSLY DISCLAIMS, ON ITS BEHALF AND ON ITS SUPPLIERS’ BEHALVES, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON‐INFRINGEMENT. CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF SEMCASTING OR ITS SUPPLIERS TO ANY THIRD PARTY.

6.2. Disclaimer of Consequential Damages. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTIONS 2.3, 2.4, 2.6, 2.7, 2.9, 3.2, 4.2, THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 5, OR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF A PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

6.3. General Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTIONS 2.3, 2.4, 2.6, 2.7, 2.9, 3.2, 4.2, THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 5, OR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL A PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $250,000 TWO-HUNDRED AND FIFTY THOUSAND DOLLARS .

6.4. Independent Allocations of Risk. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHERS, AND EACH WILL APPLY EVEN IF THE REMEDIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

7. GENERAL

7.1. Term; Termination. This Agreement will be effective on the Term Start Date and shall continue in effect until a Party terminates this Agreement. Either party may terminate this agreement for any reason with 30 written notice.  Notwithstanding the foregoing, either party may terminate for cause, if a breach of this agreement has not been cured within 30 days after the non‐ breaching party has given written notice to the breaching party. Sections 2.3, 2.4, 2.6, 2.7, 2.9, 2.2, 4.2 and 5 through 7 will survive termination or expiration.

7.2. Confidentiality. Each party agrees to retain in confidence all non‐ public information, trade secrets and know‐how disclosed by a party pursuant to this Agreement which is either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential (the “Confidential Information”). The Services and Data is Confidential Information of Semcasting. Each party agrees to: (a) preserve and protect the confidentiality of the Confidential Information: (b) refrain from using the Confidential Information except as contemplated herein; and (c) not disclose the Confidential Information to any third party except to employees as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein executed in writing by such employees). Notwithstanding the foregoing, a party may disclose Confidential Information which is: (i) already publicly known; (ii) discovered or created by a party without reference to the Confidential Information; (iii) otherwise known to a party through no wrongful conduct or (iv) required to be disclosed by law or court order.

7.3. Auditing. No more than one time per year, Semcasting shall have the right to conduct itself or to direct a recognized accounting firm or an systems consultant appointed by Semcasting but acceptable to Customer (with such acceptance by Customer not unreasonably withheld or delayed) to conduct, during normal business hours, with thirty days advance notice, and at Customer's facilities, an audit to verify Customer's compliance with the terms and conditions of this Agreement and/or (b) evaluate the security/privacy/controls in place for the Semcasting Data, verify that the terms of this Agreement are being followed, and review the appropriate records of Customer as necessary to verify the accuracy of Customer's reports to Semcasting. Such audit shall be at Semcasting's expense. Semcasting and any accounting firm or consultant that participates in any audit under this Section will comply at all times and in all respects with Customer's applicable policies (provided to such party by Customer) while on Customer's premises or accessing any of its documents, records, computers, networks, software, equipment, or facilities.

7.4. Relationship. This Agreement will not be interpreted or construed as (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting either party from collecting, licensing, or otherwise dealing in data or information from any third party.

7.5. No Third‐Party Beneficiaries. The provisions of this Agreement are for the benefit of the parties to this Agreement and not for any other person or entity.

7.6. Assignability. Customer may not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Semcasting (not to be unreasonably withheld or delayed). Any such assignment will be void and of no force or effect. Semcasting may assign this Agreement without restriction. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

7.7. Notices. Any notice under this Agreement will be effective if in writing and sent by e‐mail (return receipt requested), facsimile, certified or registered mail, or insured courier, return receipt requested, to a party at its physical address or email address indicated on the signature page of this Agreement. Each party may update its physical address or email address by notice to the other party in accordance with this Section.

7.8. Force Majeure. Neither party will be liable for or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control (including, without limitation, the other party’s act or failure to act).

7.9. Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the Commonwealth of Massachusetts without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby consents irrevocably to the exclusive jurisdiction and venue of the federal, state, and local courts in Essex County, Massachusetts, in connection with any action arising out of or in connection with this Agreement.

7.10. Waiver. Either party’s waiver of any breach of any provision of this Agreement does not waive any other breach. Either party’s failure to insist on strict performance of any covenant or obligation in this Agreement will not be a waiver of such party’s right to demand strict performance in the future.

7.11. Entire Agreement. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. This Agreement, including all terms and policies referenced in this Agreement, constitute the final and complete expression of the agreement between Customer and Semcasting regarding their subject matter. This Agreement supersedes, and its terms govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Semcasting has any authority to bind Semcasting with respect to any representation, warranty, or other expression unless it is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the provisions of this Agreement.

7.12. Required Clauses. Each party hereto acknowledges that the parties’ exchange of information hereunder is facilitated by the parties’ use of the Blockgraph Platform. Each party agrees that Blockgraph, LLC, all entities controlling, controlled by, or under common control with Blockgraph, LLC, and their respective officers, directors, employees, members, managers, and agents (excluding the parties to this Agreement) (collectively, the “Blockgraph Entities”) make no representation or warranty whatsoever, express or implied, with respect to the information exchanged by the parties under this agreement (“Shared Information”), notwithstanding that the exchange of Shared Information is facilitated by the Blockgraph Platform. NONE OF THE BLOCKGRAPH ENTITIES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES OF ANY KIND, WHETHER DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL, IN CONNECTION WITH ANY SHARED INFORMATION, ANY ERRORS, OMISSIONS, OR DELAYS WITH RESPECT TO ANY SHARED INFORMATION, OR ANY USE OR MISUSE OF SHARED INFORMATION BY EITHER PARTY OR ANY THIRD PARTY, EVEN IF SUCH BLOCKGRAPH ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

EXHIBIT A
PERMITTED USES AND RESTRICTIONS

Customer’s use of the Data and Services are expressly subject to the following:

a) The Services and the Matched Data will be used exclusively for enhancing the Customer’s first-party data and enabling marketing programs to consumers and businesses, using data appends, anonymous online Identifiers, mailing lists, analytics, modeling and website and list analysis;

b) Customer may not market, sell, lease, rent, resell, relicense, incorporate the Semcasting Matched Data to any reseller or to any other party not covered under the terms of this agreement (i) the Matched Data or a derivative of the Matched Data, (ii) its own file, as enhanced with the Matched Data, or (iii) any direct marketing list, model, analysis, code or report utilizing or derived from the Matched Data;

c) All marketing communications used in connection with any list created by or for Customer consisting of Matched Data shall:

                        i. be devoid of any reference to any selection criteria or presumed knowledge concerning the intended recipient of such solicitation, or the source of the recipient’s name and address,

                       ii. comply with all applicable federal and state laws, rules and regulations, and

                      iii. comply with all applicable privacy policies, ethical use and fair information practices as published in the Direct Marketing Association Guidelines for Ethical Business Practice (https://thedma.org/accountability/ethics-and-compliance/dma-ethical-guidelines/) as the same may be updated from time to time.

d) Customer may not use the Matched Data as a factor in establishing an individual’s creditworthiness or eligibility for (i) credit or insurance, or (ii) employment;

e) Customer shall not use any Matched Data to advertise, sell, or exchange any products or services relating to illegal or illicit activities, including, without limitation, sexual products or services, drug products or services, pornographic materials, weapons, or involving credit repair services;

f) Customer may not use the Matched Data, in whole or in part, in the development of any application that is outside the scope of the terms of this Agreement or any data products or services to be provided to third parties including, without limitation, any provisioning of Semcasting Data for third party list enhancement, data appending service or product, or any other product or service competitive with products or services offered by Semcasting;

g) Semcasting reserves the right to review and pre‐approve the Customer’s intended use of the Matched Data;

h) Customer shall use industry standard or better security practices to keep the Matched Data Secure, which shall, in any event, comply with all applicable law and be at least as stringent as the security practices Customer implements in regard to the handling and storage of its own highly sensitive data and/or personally identifiable information; and

i) Customer shall comply with all legal, regulatory or industry restrictions and requirements placed upon Semcasting and the use of the Matched Data and Customer shall strictly comply with all these restrictions and requirements now or hereafter imposed or placed upon the Matched Data by Semcasting and made known to Customer through the Site or Services or otherwise in writing.

j) Customer shall comply with industry and Federal regulations and any applicable state law in the use of the Matched Data for their marketing and advertising campaigns including, but not limited to, compliance with the NAI Self‐Regulatory Code of Conduct (“NAI Code”, the principles of the Digital Advertising Alliance (DAA), and any state or national privacy laws (i.e. California Privacy Rights Act).