Terminus reserves all rights, title, and interest in and to the Services, including all related intellectual property rights, subject to the limited rights expressly granted hereunder.
#TERMIUS SUGGESTION LICENSE#
Terminus hereby grants to Customer a non-exclusive, non-transferable, worldwide, non-sublicensable right and license to use the Services and the Supplementary Data for Customer’s internal business purposes for the term specified in the applicable Order Form, subject to the terms of this Agreement and the applicable Order Form. THE DATA TRANSFER AGREEMENT AT (“ DTA ”) ACCOMPANIES THESE TERMS OF SERVICE AND SETS FORTH ADDITIONAL TERMS OF OUR AGREEMENT THAT APPLY TO THE EXTENT THAT TERMINUS PROVIDES CUSTOMER WITH ANY SUPPLEMENTARY DATA. (g) For users of Terminus’ Customer Data Platform (“ CDP ”) Services: In connection with the performance of CDP Services, Customer may provide Terminus with account-level data points (which for the avoidance of doubt is Customer Data as defined above), and Terminus may then provide to Customer additional data points that augment the Customer Data (the “ Supplementary Data ”). THE DATA PROCESSING ADDENDUM AT (“ DPA ”) ACCOMPANIES THESE TERMS OF SERVICE AND SETS FORTH ADDITIONAL TERMS OF OUR AGREEMENT THAT APPLY TO THE EXTENT ANY CUSTOMER DATA PROVIDED TO TERMINUS INCLUDES PERSONAL DATA. Customer Data does not include the name and contact information of those Customer employees who are the business contacts responsible for interacting with Terminus in connection with the Customer-Terminus business relationship under this Agreement. (f) “ Customer Data ” means all data, information, or material that Customer submits to the Services in the course of using the Services. Terminus may utilize subcontractors in its provision of the Implementation Services, provided that Terminus shall remain liable for all subcontractor acts and omissions related to providing such Implementation Services. If there is a conflict between a DOS and these Terms of Service, the Terms of Service shall prevail. Terminus shall control the means, methods, and manner of its performance of the Implementation Services delivered under a DOS. Upon execution of a DOS by the Parties, the DOS shall become a part of, and shall be subject to, the terms of this Agreement. The scope of such Implementation Services may be agreed to in a separate Declarations of Scope executed by the Parties (each a “ DOS ”).
#TERMIUS SUGGESTION PROFESSIONAL#
(e) Terminus shall provide implementation services, training services, web advertisement creative services, and other professional services (“ Implementation Services ”) as agreed by the Parties in an Order Form. Such Addendum to IAB Standard Terms is incorporated into this Agreement by this reference. (d) For terms governing Terminus’ delivery of internet advertising placement Services, if applicable, please refer to our Addendum to IAB Standard Terms at. Neither signatory nor Customer may use the Services if signatory does not have such authority.
(c) If the signatory below is entering into this Agreement on behalf of a company or other legal entity, such signatory represents that it has the authority to bind such entity to this Agreement. (b) By accepting this Agreement, either through executing an Order Form that references this Agreement, or by signing this Agreement directly, Customer agrees that its use of the Services is subject to and bound by these terms and conditions and is conditioned on Customer’s appropriate and lawful behavior and its use of Services in a manner that does not cause offense or danger to others, as determined by Terminus in its reasonable discretion. Customer and Terminus each a “ Party ” and collectively, the “ Parties.
#TERMIUS SUGGESTION SOFTWARE#
(a) This Terms of Service (“ Agreement ”) will apply to Customer’s, or any of its subsidiary(ies) and affiliated entities (collectively, “ Customer ”), use of Terminus Software, Inc.’s (“ Terminus ”) online software services (the “ Online Services ”), support services, Implementation Services (as defined below and as applicable) and the Supplementary Data (as defined below and as applicable) (the foregoing, collectively, the “ Services ”).
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