Subject to compliance with the Terms, you may use the Services as follows. If you are accessing the Services on behalf of an Entity, you may use the Services for the Entity’s own marketing purposes. If you are an individual accessing the Services on your own behalf, you may use the Services for your personal, non-commercial purposes. No other use is permitted. We reserve the right to revoke or prohibit access to the Services at any time in our discretion.
We and our licensors reserve all rights to the Services. Your only right is to make use of the Services for the authorized uses described above in compliance with these Terms. No other rights and licenses are granted or will be deemed to be granted hereunder. You do not have the right to assign, transfer or sublicense to any third party any rights relating to the Services without our prior written consent. You agree not to take any action to limit, interfere with, or take ownership of our rights in the Services or any associated intellectual property or proprietary rights and hereby disclaim all such rights and ownership.
You shall not copy, distribute or resell the Services, reverse engineer or make derivative works based on the Services or use the Services to build or improve products competitive with those of Wiland, Inc. or its affiliates. You shall not use an automated software program, spider, web-crawler, URL checker, computer “robot” or other program to access the Services or “scrape” content from the Services without the prior express written consent of Wiland, Inc. You shall not use the Services to make credit, insurance, employment or other determinations covered by the Fair Credit Reporting Act or similar laws. You shall not use the Services in any manner that may (1) violate or infringe the rights of others (e.g., intellectual property rights), (2) involve material that is fraudulent or obscene or (3) otherwise violate applicable law, industry self-regulatory principles or applicable privacy policies. You will indemnify and defend Wiland, Inc. and its affiliates and their respective officers, employees, agents and subcontractors against any and all loss, liability or damages (including reasonable attorney’s fees) arising from your violation of these Terms.
Access Credentials and Requirements
You are responsible for maintaining the confidentiality of usernames, passwords and account information issued in connection with the Services. We are not responsible for any harm caused by parties with whom you may share this information. You are responsible for all activities that occur under your Site usernames, passwords or accounts or as a result of your access to the Site or the Services. You will notify Wiland, Inc. promptly of any unauthorized use. You shall not engage in any activity that would interfere with our computer systems (e.g. automated scanning or testing). We reserve the right to suspend your access to the Services or to terminate your user account and credentials at any time, and you waive any claim relating to any suspension or termination.
We provide various resources and product descriptions on the Site, and may permit you to request access to our products through the Services. We strive to keep the Site up-to-date and reserve the right to change prices or terms and to modify and update product offerings from time to time with or without notice. When you identify an audience you wish to use, you may request that we activate it at a third party digital platform. Then you will typically purchase the audience product through the identified third party advertising platforms using your bidding account on the platform, and those purchases will be on terms established between you and the platform. FOR PRODUCTS PURCHASED THROUGH THIRD PARTIES SUCH AS ADVERTISING PLATFORMS, YOU AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY TO YOU FOR THE PRODUCT OR YOUR RESULTS USING THE PRODUCT. You agree to look solely to the third party/platform for all matters relating to use of those products and that we are not responsible for any third party’s statements or actions in relation to our products. Products purchased directly through us are not subject to these Terms, and will instead be subject to separate terms to which we both agree in writing for the specific product.
We may compile statistical and other information related to the performance, operation and use of the Services and may use this information for security and operations management, to create statistical analyses, and for research and development purposes. Also, we may make aggregated, anonymized statistical analyses of matters related to use of the Services publicly available, and we own all intellectual property rights in any such analyses. Such public information will be anonymous data aggregated across multiple parties, not specific to any particular party.
We welcome feedback. Feedback or suggestions submitted relating to our current or future products, services or business and related intellectual property rights will be owned by us without additional approval or consideration, and you assign to us and will in the future assign to us all such rights.
THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.” WE DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION PROPERLY OR BE ERROR FREE. TO THE EXTENT NOT PROHIBITED BY LAW, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WE WILL NOT BE LIABLE FOR ANY DAMAGES IN CONNECTION WITH THE SERVICES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE. TO THE EXTENT THAT THE FOREGOING LIMITATIONS OF LIABILITY IS PROHIBITED UNDER APPLICABLE LAW, OUR LIABILITY FOR DAMAGES SHALL NOT EXCEED THE GREATER OF (I) US$ 1.00 AND (II) THE MINIMUM AMOUNT PERMISSABLE UNDER APPLICABLE LAW. WE ARE NOT LIABLE FOR LOSS OF BUSINESS OR REVENUE OR LOSS OF DATA RELATING TO USE OF THE SERVICES.
Third Party Sites and Services
The Services may contain links to third-party websites, applications or services (“Third Party Services”), such as the digital platforms to which we activate at your request. We are not responsible for the contents or use of any Third Party Service, and our linking to them does not imply endorsement or sponsorship of the Third Party Services, or our affiliation with the Third Party Services. You waive any claim against us arising out of use of any Third Party Services.
The Terms are the entire agreement between the parties with respect to all matters arising from or relating to the Site and Services, superseding any prior agreements and communications, both written and oral. We may update these Terms at any time at our discretion. Updates will be posted to the Site and will be effective upon posting. If any provision of these Terms should be held illegal or unenforceable by a court, such provision shall be modified to the minimum extent necessary to render it enforceable without losing its intent, or severed from these Terms if no such modification is possible, and other provisions of these Terms shall remain in full force and effect. If you challenge the enforceability of these Terms in any way, your permission to use the Services is automatically revoked. These Terms have been made and will be construed and enforced according to the laws of the State of Colorado without respect to any conflict of laws provision otherwise. You irrevocably consent to the jurisdiction of the federal or state courts located in Denver, Colorado, for any disputes or actions arising out of or relating to the Services.
Last Updated September, 15 2020
Additional Terms for Client Provided Platform Usage
All orders are subject to acceptance by us in our discretion. Once we accept an order, we will seek to onboard the Ultimate Audiences to the advertising platform you specified in your order. The number of records listed on the Site for each audience are the estimated number of records we will deliver for onboarding. Onboarding rates vary by advertising platform and audience. You must provide to us any necessary credentials to deliver the audience to the applicable account or instance of the advertising platform.
Beginning when we first activate an audience at a CPPR Platform for you, within seven business days after the end of each calendar month, you will provide to us a report in the form generated by each applicable CPPR Platform that accurately specifies, at a minimum, the total number of impressions served during the calendar month that use an Ultimate Audience record in any way (“Impressions”), which shall be listed by audience tier (Platinum, Gold or Silver) and in total (the “Usage Report”) for each audience you order that we activate at a CPPR Platform. When using multiple tiers of an audience, you must configure the campaigns to ensure that Impression counts can be reported separately by audience tier. Some CPPR Platforms deliver Impression counts separately by audience tier regardless of how the campaign is configured on the CPPR Platform, but others (like Facebook) will only make Impression counts available at an ad group level if multiple audience tiers are combined in a single ad group. If the Usage Report does not separately report Impressions by audience tier, the price of the highest priced audience tier will apply to all Impressions. Reports must be provided in the manner and including the information listed from time to time at ultimateaudiences.com/account/usage (the “Reporting Portal”). If requested by us, you will discuss with us any questions regarding the Usage Report or provide additional reasonable information on audience usage on CPPR Platforms. If you fail to provide the complete required Usage Report for any audience by the tenth business day after the end of a month, you agree to pay for that month an amount equal to $10 per thousand records shipped by us for onboarding to the CPPR Platform for the applicable audience, as determined by us. We will invoice you for such amount, and the invoice will be payable within ten days after the invoice date. Upon our written request, you will provide a certification signed by an officer of your organization that you and each of your End-User Advertisers (defined below) and associated services providers have complied with the provisions hereof regarding accurate reporting of usage for each audience activated at a CPPR Platform. For purposes of these Terms, business days refers to every day other than Saturday, Sunday or U.S. Federal holidays.
For all Impressions, you will pay us the dollar amount per thousand impressions served ($/M), as set forth on the Site for the applicable audience and audience tier at the time you submit your request through the Site for the applicable audience. You should check the Site for the applicable per-Impression price for each audience and tier before using any audience on a CPPR Platform. The price payable for each Impression is determined based on the audience tier (Platinum, Gold or Silver) applicable to the record used for the Impression. Payment for all Impressions served during a calendar month is due within 30 days after the end of the calendar month. The Reporting Portal will provide you with the required method for submitting payment to us, which may be updated periodically. Prices do not reflect taxes. You are responsible for all taxes that may be levied upon us in connection with your orders of audiences activated at CPPR Platforms, excluding taxes based on our income. We may issue an invoice reflecting applicable taxes, and you will pay such invoice within 30 days after invoice date. Our prices do not include any charges you may incur for using the platform, media costs, bidding on impressions, etc.
You must provide accurate billing contact information to us to use audiences on CPPR Platforms. In addition, if you are ordering an audience for an End-User Advertiser, You must provide accurate information regarding the identity and business location of the End-User Advertiser for whose marketing you are ordering the audience. “End-User Advertiser” means a company, charity, political committee or other group that advertises its own product, service or cause (or a product, service or cause that it distributes) to consumers. End-User Advertiser does not include data aggregators, data brokers or similar companies that provide marketing related services to individuals, companies, political committees or other groups.
Audience Usage Requirements
Audiences must be used only on the CPPR Platform specified in your order to market your own products and services or, if applicable, the products and services of the End-User Advertiser designated in your order. No other use is permitted. You may not enable any derivatives to be created or used on the CPPR Platforms (for example, look-alike, combination or similar audiences or website personalization derived based in any way on the audiences). You may not use any method, including without limitation digital tags, pixels or web re-directs or piggybacking, to identify, retarget or redirect a consumer included in an audience, or to append data to or augment a non-public profile about any such consumer, except solely for the purpose of and to the extent necessary to assess the performance of your advertisements for the campaign for which the audience was ordered. Audience orders under these Terms may be terminated (a) by you, effective 10 days after you give us notice of termination by email to Terminations@UltimateAudiences.com and (b) by us, effective 30 days after we give you notice of termination by email to your address specified in your Site profile. Your payment and reporting obligations continue following termination for all audience usage in connection with CPPR Platforms. After termination of an order, you must ensure deletion of the applicable audiences from each CPPR Platform and cease all use unless you have placed a renewal order with us that we have accepted. You must ensure that all End-User Advertisers and all service providers (e.g. agencies, platforms, etc.) acting on your behalf (or on behalf of an End-User Advertiser) abide by the requirements of these Terms. You will confirm compliance with the Terms in writing if requested by us.
We are not responsible for your regulatory compliance or that of any End-User Advertiser or service provider. WE WILL HAVE NO LIABILITY TO END-USER ADVERTISERS OTHER THAN YOU RELATING TO YOUR ORDERS FOR AUDIENCES UNDER THESE TERMS. YOU WILL INDEMNIFY AND DEFEND US FROM ANY THIRD PARTY CLAIM AND ALL RELATED COSTS, LIABILITIES, DAMAGES, EXPENSES AND LOSSES (INCLUDING REASONABLE ATTORNEY’S FEES) RELATING TO YOUR RELATIONSHIP WITH END-USER ADVERTISERS.
Last Updated September 15, 2020