1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you, as an individual user or on behalf of the company or organization you represent ("Client," "you," or "your"), and Summit Audience Segments, LLC, a limited liability company organized under the laws of the State of Delaware ("Summit," "we," "us," or "our").
By accessing our website, creating an account, executing a Data Licensing Agreement, or otherwise using any product or service offered by Summit (collectively, the "Services"), you represent that: (a) you have read, understood, and agree to be bound by these Terms; (b) you have the legal authority to bind the organization you represent; and (c) you are at least 18 years of age.
If you do not agree to these Terms, do not access or use our Services. Summit reserves the right to update these Terms at any time. Continued use of the Services following notice of any amendment constitutes acceptance of the revised Terms.
2. Services Description
Summit Audience Segments, LLC is a healthcare audience data company that provides de-identified patient audience segments, data licensing packages, HCP performance intelligence, lookalike modeling services, and identity-resolved data packages to authorized clients in the pharmaceutical, health system, insurance, MedTech, and marketing technology industries.
Our Services include, but are not limited to:
- Audience Segment Products: Pre-built and custom-built de-identified patient audience segments organized by condition, treatment stage, geography, and behavioral signal, delivered via direct file transfer, API, or programmatic platform integration.
- Data Licensing: Licensed access to raw or processed de-identified health data for internal activation, data enrichment, or proprietary model training, subject to a separate Data Licensing Agreement.
- HCP Intelligence: Prescriber-level analytics and audience packages built from confirmed prescription fulfillment data, linking HCP prescribing behavior to downstream patient outcomes.
- Lookalike Modeling: AI-generated expansion audiences modeled on your highest-converting patient seed files, delivered to your specified activation channels.
- Identity Packages: Full or partial identity resolution packages combining hashed email, mobile device IDs, postal address, and demographic attributes linked to de-identified health indicators.
- Client Portal: A secure web-based portal for account management, data order tracking, audience delivery status, and reporting.
Summit reserves the right to modify, suspend, or discontinue any Service at any time with reasonable notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of Services.
3. Data Licensing Terms
Access to and use of Summit's data products requires execution of a separate written Data Licensing Agreement ("DLA"). These Terms supplement and are incorporated into any DLA. In the event of a conflict between these Terms and a DLA, the DLA shall control with respect to the subject matter of the data license.
3.1 License Grant
Subject to the terms of the applicable DLA and these Terms, Summit grants Client a non-exclusive, non-transferable, limited license to access and use the licensed data solely for the purposes and within the channels expressly specified in the DLA during the applicable license term.
3.2 License Restrictions
Unless expressly authorized in writing by Summit, Client shall not:
- Sublicense, resell, redistribute, or otherwise transfer licensed data to any third party without Summit's prior written consent
- Attempt to re-identify any individual from de-identified data records or combine licensed data with other data sets in a manner that could re-identify individuals
- Use licensed data to discriminate against individuals based on health status, race, gender, national origin, religion, or other protected characteristics
- Use licensed data in connection with employment decisions, credit determinations, insurance underwriting, or other decisions with adverse legal or significant effects on individuals
- Use licensed data in any manner that violates applicable federal or state law, including HIPAA, CCPA, the FTC Act, or applicable state biometric privacy laws
- Store licensed data beyond the permitted retention period specified in the DLA
- Reverse engineer, decompile, or attempt to derive Summit's proprietary methodologies from the licensed data
3.3 Delivery and Acceptance
Summit will deliver licensed data in the format and to the destination specified in the applicable DLA. Client shall review delivered data within ten (10) business days of delivery and notify Summit in writing of any material non-conformance. Failure to provide timely written notice of non-conformance shall constitute Client's acceptance of the data delivery.
3.4 Data Freshness and Accuracy
Summit makes commercially reasonable efforts to maintain the accuracy and freshness of its data products. However, Summit does not warrant that any data product is complete, current, or free of errors. Match rates, audience sizes, and data coverage estimates provided in proposals and order forms are provided in good faith based on historical performance and are not guarantees of future results.
4. HIPAA Business Associate Agreement Requirements
To the extent that Client is a "covered entity" or "business associate" as defined under HIPAA and Summit will create, receive, maintain, or transmit "protected health information" (PHI) on Client's behalf in connection with the Services, the parties shall execute a Business Associate Agreement (BAA) that complies with the requirements of 45 CFR §164.504(e) prior to any exchange of PHI.
4.1 BAA Execution
Client acknowledges that use of Summit's Services involving PHI without an executed BAA is not permitted. To request a BAA template or to negotiate BAA terms, contact us at info@summitaudiencesegments.com. Summit's standard BAA covers subcontractor obligations, permitted uses and disclosures, individual rights obligations, security incident reporting, and breach notification procedures consistent with the HIPAA Rules.
4.2 De-Identified Data Products
The majority of Summit's audience products consist exclusively of de-identified data that does not constitute PHI under HIPAA. A BAA is not required for Client's receipt and use of validly de-identified data. Summit will designate in each DLA whether the applicable data product contains PHI or de-identified data. Client should not treat de-identified data as PHI or impose HIPAA-based use restrictions on it beyond those specified in the DLA.
4.3 Client's Independent HIPAA Obligations
Nothing in these Terms or any BAA relieves Client of its own independent obligations as a covered entity or business associate under HIPAA. Client is solely responsible for ensuring that its activation, targeting, and marketing activities using Summit's data comply with all applicable federal and state healthcare privacy laws and regulations.
5. Permitted Use
Summit's data products are intended for lawful B2B healthcare marketing, research, and analytics purposes only. Permitted uses include:
- Programmatic digital advertising targeting for FDA-approved pharmaceutical brands and therapeutic areas
- HCP detailing and sales force deployment planning
- Patient acquisition marketing for hospitals, health systems, and specialty care providers
- Health insurance member acquisition and annual enrollment campaigns
- Clinical trial patient recruitment and feasibility analysis
- Healthcare market research, competitive intelligence, and analytics (aggregate, non-individual level)
- Training and validating internal machine learning models for healthcare applications, subject to the terms of the applicable DLA
6. Prohibited Use
The following uses of Summit's Services and data products are expressly prohibited:
- Any use that violates applicable federal or state law, regulation, or guidance
- Targeting individuals based on sensitive health conditions in a manner that is discriminatory, predatory, or deceptive
- Using audience data in connection with direct-to-consumer financial solicitations that exploit health status
- Reverse engineering or attempting to identify the source, identity, or personal information of any individual in a data product
- Sharing Summit credentials or data access with unauthorized parties
- Scraping, harvesting, or systematically downloading data beyond authorized volumes
- Using Summit's platform or data to develop competing data products or services without Summit's prior written consent
- Any use in connection with political advertising, voter targeting, or electoral activities
- Targeting of minors or individuals under the age of 18
Summit reserves the right to immediately suspend or terminate Client's access to the Services if Summit reasonably believes Client is engaged in a prohibited use, without liability to Client.
7. Intellectual Property
Summit retains all right, title, and interest in and to: (a) the Services, including all software, algorithms, models, methodologies, and platform technology underlying the Services; (b) Summit's trademarks, logos, and brand identity; and (c) all data products, audience segments, and derivative works created by Summit, except to the extent expressly licensed to Client under a DLA.
Client retains ownership of: (a) any first-party seed data Client provides to Summit for custom modeling purposes; and (b) any Client proprietary insights or analyses that Client independently derives from licensed data using Client's own tools and methodologies.
No license to Summit's intellectual property is granted other than as expressly set forth in these Terms or an applicable DLA. All rights not expressly granted are reserved by Summit.
8. Fees, Payment, and Invoicing
Fees for Summit's data products and Services are specified in the applicable order form or DLA. Unless otherwise specified: (a) invoices are due net thirty (30) days from the invoice date; (b) all fees are non-refundable except as expressly set forth in the applicable DLA; and (c) Summit reserves the right to suspend access to the Services for accounts more than fifteen (15) days past due.
Summit may adjust pricing for renewals with at least sixty (60) days' prior written notice. All fees are exclusive of applicable taxes. Client is responsible for any sales, use, or value-added taxes imposed on the Services.
9. Confidentiality
Each party agrees to maintain the confidentiality of the other party's non-public business information disclosed in connection with the Services, using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. This confidentiality obligation does not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's confidential information; or (d) is required to be disclosed by law or court order, provided the receiving party gives reasonable prior notice.
10. Disclaimers and Limitations of Liability
10.1 Disclaimer of Warranties
THE SERVICES AND DATA PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." SUMMIT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. SUMMIT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLIENT ASSUMES FULL RESPONSIBILITY FOR ITS USE OF THE SERVICES AND DATA PRODUCTS.
10.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUMMIT'S AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SUMMIT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL SUMMIT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF SUMMIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations in this Section apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and shall survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
10.3 Indemnification
Client agrees to indemnify, defend, and hold harmless Summit and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of: (a) Client's use of the Services in violation of these Terms or applicable law; (b) Client's breach of any representation, warranty, or obligation under these Terms or an applicable DLA; or (c) any claim by a third party arising from Client's data activation activities using Summit's data products.
11. Term and Termination
These Terms remain in effect for as long as Client uses the Services or maintains an active account or data license with Summit. Either party may terminate these Terms with written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice specifying the breach.
Summit may immediately suspend or terminate Client's access to the Services without notice if Client: (a) engages in a Prohibited Use; (b) violates applicable law in connection with the Services; or (c) fails to pay undisputed fees after a fifteen (15)-day cure period.
Upon termination, all licenses granted hereunder terminate, and Client shall promptly destroy all copies of licensed data in its possession and certify such destruction in writing upon Summit's request. Sections 6, 7, 9, 10, 11, and 12 of these Terms shall survive termination.
12. Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to these Terms or the Services that cannot be resolved through good faith negotiations shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be San Diego, California. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute.
Any claims under these Terms must be brought within two (2) years after the cause of action accrues.
13. General Provisions
- Entire Agreement: These Terms, together with any applicable DLA, BAA, and order forms, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings.
- Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
- Waiver: Summit's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
- Assignment: Client may not assign these Terms or any rights hereunder without Summit's prior written consent. Summit may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
- Notices: All formal notices under these Terms must be in writing and delivered by email to the addresses specified in the applicable DLA, or to Summit at info@summitaudiencesegments.com.
- Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, government actions, or third-party network failures.
14. Contact
For questions about these Terms of Service or to request a Business Associate Agreement, Data Licensing Agreement, or other contract documentation, please contact us:
- Email: info@summitaudiencesegments.com
- Mail: Summit Audience Segments, LLC, Legal Department, 1311 Hymettus Ave., Encinitas, CA 92024