This Agreement, including the incorporated Insertion Order or Monthly Order, outlines the essential terms governing the relationship between Traffic Grid and the Licensee. It establishes the framework for the provision of user data and services, defining the obligations, rights, and responsibilities of both parties. The purpose of these terms is to ensure a clear understanding regarding the usage, ownership, confidentiality, and protection of all proprietary and user data, while addressing applicable legal, financial, and operational safeguards to protect both parties. This Agreement aims to promote a cooperative and compliant business relationship, while safeguarding the respective interests and intellectual property of Traffic Grid and the Licensee.
The Agreement includes and incorporates the Order Terms, as well as the Terms and Conditions set forth in the attached Insertion Order or Monthly order with Traffic Grid.
2.1 Reporting. At the end of each calendar month, Traffic Grid shall provide Licensee with a report that details which User Data was provided to Licensee during such month, along with an invoice.
2.2 Payment. Licensee shall pay Traffic Grid the Fees within three (3) calendar days from the date of each signed and/or agreed to insertion order, unless otherwise specified in the Deal Terms. Any payment not made when due hereunder (except with respect to amounts then under reasonable and good-faith dispute for which written notice has been received by Traffic Grid in accordance with this Section), shall be subject to a finance charge in the amount of one and one-half percent (1.5%) for each month or part of a month that payment is overdue, but not greater than the highest rate of interest allowed by applicable law. Traffic Grid shall be entitled to recover all reasonable costs of collection (including reasonable attorneys’ fees, expenses, and costs) incurred in attempting to collect undisputed payments from Licensee that are more than thirty (30) days delinquent.
2.3 Taxes. Licensee shall be responsible for all Taxes imposed by any federal, state, or local governmental entity on the transactions contemplated by this Agreement. When Traffic Grid has the legal obligation to pay or collect such Taxes, the appropriate amount shall be invoiced to and paid by Licensee unless Licensee provides Traffic Grid with a signed statement that Licensee is exempt from one or more otherwise applicable Taxes together with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.1 Use and Disclosure of Confidential Information. The Receiving Party shall, with respect to any Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; (ii) restrict disclosure of such Confidential Information within the Receiving Party’s organization to only those employees, agents, representatives, or consultants (collectively, “Representatives”) of the Receiving Party who have a need to know such Confidential Information in connection with the Receiving Party’s performance of this Agreement; and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so. Licensee acknowledges and agrees that the User Data is the Confidential Information of Traffic Grid.
3.2 Protection of Confidential Information. The Receiving Party will protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).
3.3 Compliance by Personnel. The Receiving Party will, prior to providing any Representative access to any Confidential Information of the Disclosing Party, inform such Representative of the confidential nature of such Confidential Information and require such Representative to comply with confidentiality obligations at least as protective of the Disclosing Party’s Confidential Information as the Receiving Party’s obligations hereunder with respect to such Confidential Information. The Receiving Party will be responsible to the Disclosing Party for any violation of this Section by any Representative.
3.4 Required Disclosures. In the event the Receiving Party becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand, other process, or otherwise), the Receiving Party shall provide to the Disclosing Party, to the extent legally permitted, prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use its commercially reasonable efforts to ensure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
4.1 Traffic Grid is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Platform and the User Data and Signals, including all source code, object code, operating instructions, and all interfaces developed for or relating to the same, together with all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works thereof, including all Intellectual Property Rights (collectively, “Traffic Grid Intellectual Property”). Licensee has and shall have no rights with respect to the Traffic Grid Intellectual Property other than those expressly granted under this Agreement. Licensee may resell User Data provided by Traffic Grid to Licensee’s third-party clients. However, under no circumstances shall Licensee allow or authorize any third party or its agents to resell, license, sublicense, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make available to any other third party the User Data, whether in whole or in part.
4.2 Licensee or Advertiser is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Advertiser Data, and the Advertiser’s Digital Properties (collectively, “Licensee Intellectual Property”). Traffic Grid has and shall have no rights with respect to the Licensee Intellectual Property other than those expressly granted under this Agreement.
5.1 Indemnification by Traffic Grid. Traffic Grid will indemnify, defend, and hold harmless Licensee from any claim brought by a third party against Licensee alleging that the Platform or User Data infringes or misappropriates such third party’s intellectual property rights, provided that Licensee gives prompt notice to Traffic Grid of any such claim, cooperates with Traffic Grid in defending the claim, and grants Traffic Grid the right to control the defense or settlement of the claim. Traffic Grid shall not be liable for any claim arising from modifications to the Platform made by anyone other than Traffic Grid, or the Licensee’s use of the Platform in combination with any other services or data.
Before pursuing litigation, the Parties agree to attempt in good faith to resolve any dispute arising under this Agreement through informal negotiations or, if necessary, through mediation. If mediation is unsuccessful, the Parties agree to submit to binding arbitration before a mutually agreed-upon arbitrator. Litigation may only be pursued if arbitration is not agreed upon or fails.
The Licensee shall only use the User Data for the specific purposes and use cases defined in the Order Terms. Under no circumstances may the Licensee use the User Data to reverse-engineer, create competing services, or derive proprietary insights outside the scope of this Agreement without express written permission from Traffic Grid. Any unauthorized use of the User Data shall be deemed a material breach of this Agreement.
Traffic Grid reserves the right to update or modify these Terms and Conditions to comply with legal or operational changes. In the event of an update, Traffic Grid will notify the Licensee at least 30 days in advance, and the Licensee may either accept the revised terms by continuing use of the services or provide notice of termination if the updated terms are not acceptable.
