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TripleLift User Interface Terms of Service (“Agreement”)

These TripleLift User Interface Terms of Service (“Agreement”) are entered into between Triple Lift, Inc. (“TripleLift”) and the entity whose account you are accepting these terms on behalf of or as otherwise named in an order form incorporating these terms (the “Customer”). This Agreement governs access to and use of TripleLift’s user interface, the features and tools accessible therein, and any ancillary products and services that TripleLift provides or makes available to Customer (“Services”). This Agreement consists of the terms and conditions set forth below, the Product Specific Terms available at https://triplelift.com/product-specific-terms/, and any Order Forms that reference this Agreement. 

THIS AGREEMENT TAKES EFFECT WHEN YOU INDICATE ACCEPTANCE TO THIS AGREEMENT OR BEGIN ACCESSING OR USING THE SERVICES (the “Effective Date“). BY INDICATING ACCEPTANCE TO THIS AGREEMENT OR ACCESSING OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO IT AND HAVE THE LEGAL AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT; AND (C) AGREE ON BEHALF OF CUSTOMER TO BE LEGALLY BOUND BY THIS AGREEMENT. 

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.

By accessing and using TripleLift’s Services, the parties agree to the following terms:

  1. Access & Use.
    1. Access & Use. Subject to and conditioned on Customer’s compliance with this Agreement, TripleLift hereby grants Customer a limited, non-exclusive, revocable, non-transferable right to access and use the Services during the Term solely for Customer’s internal business operations in connection with the creation, curation, activation, delivery, management and analysis of digital advertising campaigns for the benefit of Customer or Customer’s clients (the “Purposes”). TripleLift reserves all rights not expressly granted to Customer in the Agreement.
    2. Use Restrictions. Customer will use the Services solely for the Purposes. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity, or that violates any Applicable Law.  
    3. Customer Responsibilities. Customer is responsible for its and its Authorized Users’ use of the Services (whether such access or use is permitted by or in violation of this Agreement) and ensuring such use, and the inputs provided, comply with Applicable Laws. Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement by Customer will be deemed a breach of this Agreement by Customer. Customer is responsible for ensuring that all its advertising and associated activities (including selecting targeting criteria) (“Advertising”) are compliant with Applicable Laws. TripleLift’s review of Customer’s use of the Services or outputs created by Customer does not constitute legal advice or legal approval and does not relieve Customer of its responsibility for ensuring its use of the Services complies with Applicable Laws. 
    4. Passwords and Access Credentials. Customer and Authorized Users are responsible for keeping passwords and access credentials associated with the Services confidential. Customer will not sell or transfer them to any other person or entity. Customer will promptly notify TripleLift of any unauthorized access to passwords or access credentials.
    5. Feedback. “Feedback” means any feedback, suggestions, or recommendations provided by Customer or Authorized Users to TripleLift at any time regarding the Services. Customer agrees, on its own behalf and on behalf of its Authorized Users, and hereby grants TripleLift a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully transferable and sublicensable right and license to use, reproduce, modify, distribute, display, perform, commercialize, incorporate into its products or services, or otherwise exploit Feedback in any manner without restriction or obligation of any kind, including attribution or compensation.
  2. Confidentiality. “Confidential Information” means the terms of this Agreement and any information disclosed or made available, directly or indirectly, in writing, verbally or otherwise, which is or should reasonably be understood to be confidential. TripleLift’s Confidential Information will include the performance, features, and capability of the Services. Neither party may disclose the other party’s Confidential Information to any third party except to its employees or contractors who need to know such Confidential Information for the purposes of this Agreement (including Authorized Users), provided that each is subject to confidentiality obligations that are at least as protective as those set forth herein. The receiving party shall not use Confidential Information of the other party except as necessary under this Agreement. The receiving party shall promptly return or destroy the other party’s Confidential Information upon request of the other party and upon termination of this Agreement unless a copy needs to be retained (a) to comply with applicable law, regulation, or a valid governmental or court order, (b) for purposes of litigation, arbitration, or other legal dispute resolution, (c) for tax or accounting purposes, or (d) for disaster recovery or archival purposes consistent with its standard data retention policies, provided that all such retained copies remain subject to the confidentiality obligations herein. Confidential Information is not information that (a) is or becomes part of the public domain through no fault of the receiving party; (b) was already in possession of the receiving party; (c) the receiving party lawfully obtained from a third party without an obligation of confidentiality; or (d) is independently developed or received by the receiving party without violation of this section or use or reference to the other party’s Confidential Information. The receiving party may disclose Confidential Information if legally compelled to do so pursuant to a lawfully issued compulsory disclosure order but then only to the extent required by that order.
  3. Disclaimers. Limitation of Liability.
    1. DISCLAIMER. THE SERVICES ARE PROVIDED “AS IS” AND TRIPLELIFT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TRIPLELIFT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TRIPLELIFT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
    2. LIMITATION OF LIABILITY. CUSTOMER IS SOLELY RESPONSIBLE, AND TRIPLELIFT SHALL HAVE NO LIABILITY FOR, ANY BREACH OF APPLICABLE LAW ARISING FROM CUSTOMER’S USE OF THE SERVICES. IN NO EVENT SHALL TRIPLELIFT OR ITS AFFILIATES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, AND WHETHER OR NOT TRIPLELIFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT SERVICES, REGARDLESS OF WHETHER TRIPLELIFT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIPLELIFT’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE HEREUNDER IS LIMITED TO $1,000 USD.
  4. Indemnification.
    1. By Customer. Customer will indemnify, defend and hold harmless TripleLift, TripleLift’s affiliates and their officers, directors, agents, and employees from and against all claims, causes of actions, damages, losses, liabilities and costs (including reasonable attorneys’ fees) asserted by any third party (a “Third-Party Claim”) arising out of or related to Customer’s breach of this Agreement, violation of Applicable Laws, or TripleLift’s use of Customer Data. 
    2. By TripleLift. TripleLift will indemnify, defend, and hold harmless Customer against any Third-Party Claim alleging that the Services, as provided by TripleLift, infringe any intellectual property rights of such third party. If Customer’s use of the Services results in an infringement claim, TripleLift may either: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Services; or (c) terminate this Agreement. TripleLift’s indemnification obligation will not apply to the extent the applicable claim is attributable to: (1) the modification of the Services by any party other than TripleLift’s or based on Customer’s specifications or requirements; (2) the combination of the Services with products or processes not provided by TripleLift; (3) any use of the Services in non-conformity with this Agreement; or (4) any action arising as a result of Customer Data, or any deliverables or components not provided by TripleLift. This section sets forth Customer’s sole remedy with respect to any claim of intellectual property infringement.
    3. Indemnification Procedure. In each case, the indemnified party shall promptly notify the indemnifying party in writing of such Third-Party Claim, cooperate with the indemnifying party, and allow the indemnifying party sole authority to control the defense and settlement of such Third-Party Claim. However, the indemnifying party will not settle any claim that includes an admission of fault or wrongdoing by the indemnified party, or imposes any non-monetary obligations on them, without the indemnified party’s prior written consent, which shall not be unreasonably withheld.
  5. Termination & Survival. This Agreement will continue until terminated by either party by written notice (“Term”). TripleLift may terminate, suspend, deny access to or limit Customer ’s use of the Services at any time in TripleLift’s sole discretion, with or without cause, with or without notice, and without liability to Customer including in the event of suspected or actual violations of policies, this Agreement or Applicable Laws. Sections 1(b), 1(e), 2, 3, 4, 6, and 7 will survive any termination or expiration of the Agreement.
  6. Intellectual Property.
    1. TripleLift IP. Customer acknowledges that, as between Customer and TripleLift, TripleLift owns all right, title, and interest, including all intellectual property rights, in and to the TripleLift IP. TripleLift IP means the Services and all related material or intellectual property provided to Customer or any Authorized User in connection with the foregoing (“TripleLift IP”).
    2. Customer Data. Customer hereby grants to TripleLift a non-exclusive, royalty-free, revocable, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data as may be reasonably necessary for (i) TripleLift to provide the Services to Customer and (ii) improve TripleLift’s Services and products including machine learning purposes as permitted by Applicable Laws.
    3. Use of Data for Service Improvement, Analytics, and Security. TripleLift may monitor, collect, analyze, and use data and information relating to Customer’s and its Authorized Users’ use of the Services (“Usage Data”) in order to operate, maintain, improve, and enhance the Services, develop new features and offerings (including through the use of machine learning and other artificial intelligence technologies), perform analytics and benchmarking, and for security and fraud detection, prevention, and reporting purposes.
    4. Aggregated and De-Identified Data. TripleLift may create de-identified and/or aggregated data derived from Customer Data and Usage Data (“Aggregated Data”). TripleLift retains all right, title, and interest in and to such Aggregated Data, including all associated intellectual property rights. Aggregated Data will not identify Customer or any Authorized User and may be used by TripleLift for any lawful business purpose, including to improve the Services, build and train machine learning models, and generate benchmarking and industry insights, provided such use complies with Applicable Law.
  7. Representations and Warranties. Each party represents and warrants to the other that (i) it has the right, power and authority to execute, deliver and perform its obligations under this Agreement; (ii) the execution of this Agreement, the performance of its obligations under this Agreement, and the exercise of the other party’s rights under this Agreement do not violate any other agreement to which it is a party or any applicable law or regulation; (iii) this Agreement constitutes the valid and binding obligation of such party; and (iv) it shall comply with all applicable laws, rules, and regulations in performing its respective obligations and exercising its rights under this Agreement. Customer represents and warrants that it is entitled to transfer the Customer Data to TripleLift so that TripleLift may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf and in accordance with the Applicable Laws.
  8. Miscellaneous.
    1. Entire Agreement. This Agreement is the final and exclusive agreement between the parties on the matters contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly superseded by this Agreement. TripleLift may modify this Agreement at any time. Such modifications shall become effective after thirty (30) days upon posting to this or any successor page and Customer’s continued use of the Services will constitute its acceptance of such changes or modifications. 
    2. Assignment. Neither party may assign its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party, except that either party may, without the consent of the other party, assign its rights and delegate its obligations to any of its affiliates or in connection with a change of control or sale of all or substantially all its assets. 
    3. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third-party person or entity any right, benefit, or remedy of any nature whatsoever under this Agreement. 
    4. Enforceability. If any provision of this Agreement is found illegal or unenforceable, then (i) such provision is restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law or failing that such provision is severed from this Agreement; and (ii) the other provisions remain in force. 
    5. Relationship of the parties. Customer and TripleLift agree that no joint venture, employment, or agency relationship exists between the parties.
    6. Publicity. Customer grants TripleLift a non-exclusive, worldwide, royalty-free license to use Customer’s name, logo, and standard trademarks for the purpose of identifying Customer as a client on TripleLift’s website, customer lists and other marketing materials. Customer may revoke this permission at any time upon thirty (30) days’ written notice to TripleLift.
    7. Notices. All notices required under this Agreement must be in writing. Notices are effective upon receipt by the other party at such party’s email address as follows: (i) to TripleLift at notices@triplelift.com, and (ii) to Customer at any email address in a document accepting this Agreement, or, if none is included, to the email address of the regular business contact between the parties. 
    8. Governing Law & Jurisdiction. The laws of New York (without giving effect to its conflicts of law principles) govern all matters arising under and relating to this Agreement. Each party submits to the exclusive jurisdiction of the state and federal courts located in and having jurisdiction over the Borough of Manhattan in the State of New York for all proceedings arising out of this Agreement.
  9. Definitions.
    1. “Applicable Laws” means all laws, statutes, ordinances, regulations, codes, rules, common law, judgments, decrees, and orders of any governmental authority, agency, court, or tribunal having jurisdiction over the parties, the Services, or the subject matter of this Agreement, including, without limitation, those related to data privacy and security, intellectual property, advertising, consumer protection, and export control.
    2. “Authorized User” means an individual (such as Customer’s employee or contractor) who is authorized by the Customer to access and use the Services on Customer’s behalf.
    3. “Customer Data” means all data and information submitted to the Services by or on behalf of Customer or any Authorized User, or otherwise collected by the Services on Customer’s behalf, including any data related to Customer’s end users. “Customer Data” excludes Usage Data and Aggregated Data.

Product Specific

Audience Creation Terms