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|January 31, 2020
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The Trade Desk Edge Agreement
Please read this agreement carefully. By registering for, and accessing, The Trade Desk Edge (“Edge”), you acknowledge that you (“You” or “Your”) have read, understood, and agree to be bound by the following terms and conditions contained below. These terms and conditions include a binding arbitration provision and a class action waiver, each of which affect your legal rights.
This The Trade Desk Edge Agreement (this “Agreement”) is entered into between The Trade Desk, Inc. (“TD”) and You. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
- THE TRADE DESK EDGE. The Trade Desk Edge (“Edge”) is an educational program created by TD for the purpose of training media buyers in the digital marketing industry. Edge offers eLearning video curriculum with a certificate of completion awarded. Curriculum is delivered through TD’s Edge eLearning Platform (the “Edge Platform”). The Edge content, and providing access to such content through the Edge Platform, shall be deemed the “Services.” You agree that TD can provide notices and messages to you in the following ways: (1) within the Service, or (2) sent to the contact information you provided TD (e.g., email, mobile number, etc.). You agree to keep your contact information up to date.
- LICENSE GRANT. TD grants to You a right to use the Services as follows: a single, non-exclusive, non-sublicensable and non-transferable right to access the Edge Platform and use the functionality made available by the Edge Platform on a self-serve basis and to view the Edge Platform (the “License”) for each applicable curriculum for which you sign up for until the earlier of completion of such curriculum or either party terminates this Agreement. For purposes of clarification, You will receive a license and an individual login. Logins may not be shared with, or transferred to, any other person.
- TERM AND TERMINATION. You shall have access to the Services until either party terminates this Agreement. The expected term to complete training is between thirty (30) and ninety (90) days; provided however that Your completion or non-completion will not modify Your access to the Services. Either party may terminate this Agreement at any time upon prior written notice to the other party.
- FEES AND PAYMENT. TD will provide You with access to Edge at no cost.
- OWNERSHIP AND PROHIBITIONS. As between TD and You, TD owns all right, title and interest in the Edge Platform and the content provided via the Edge Platform, including future developments and enhancements. Aside from the License granted in Section 2, TD does not grant You any other license, express or implied, and TD reserves all rights not expressly granted hereunder. You may use the Edge Platform and the content provided via the Edge Platform only for Your own use. You agree that you will not attempt to circumvent any Edge Platform security measure, download reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile or disassemble the Edge Platform or any portion thereof. Under no circumstances may You use the Edge Platform for gathering competitive intelligence. You shall not challenge any ownership or intellectual property rights of TD in any of the Services or portion thereof.
- DISCLAIMER. TD MAKES NO WARRANTIES, REPRESENTATIONS, OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING SERVICES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR THE BENEFITS TO YOU FROM THE EDGE PLATFORM, OR THAT THE EDGE PLATFORM WILL BE ERROR-FREE, ALWAYS AVAILABLE OR OPERATE WITHOUT LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION.
- LIMITATION OF LIABILITY. IN NO EVENT WILL TD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORSEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL TD’S AGGREGATE MONETARY LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED TWENTY U.S. DOLLARS ($20) OR THE TOTAL AMOUNT OF FEES RECEIVED BY TD FROM YOU FOR THE USE OF PAID SERVICES DURING THE PAST SIX MONTHS, WHICHEVER IS GREATER.
- INDEMNIFICATION. You shall indemnify, defend and hold harmless TD and its directors, officers, employees and agents, its and their respective successors, heirs and assigns (the “TD Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by the TD Parties in connection with any claim arising out of or relating to any allegation that would constitute Your breach of this Agreement.
- ARBITRATION. PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
- Arbitration. Any dispute or claim arising from this Agreement shall be resolved by binding arbitration, rather than in court, before the American Arbitration Association using its Consumer Arbitration Rules. Any dispute or claim must be brought in the initiating party’s individual capacity and not as a plaintiff or member in any class action or other similar proceeding. The place of arbitration shall be Los Angeles County, California. You also agree that TD may bring suit in court to enjoin infringement or other misuse of TD intellectual property.
- Class Action Waiver. Neither You nor TD will seek to have any dispute heard as a class action in any other proceeding in which either party acts or proposes to act in a representative capacity. Any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis in the state and federal courts (and the parties hereby consent to personal jurisdiction) in the County of Los Angeles, California. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
- Recovery of Costs & Expenses. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including arbitration costs and reasonable attorneys’ fees.
- Arbitration fees. Whoever files the arbitration will pay the initial filing fee, unless You get a fee waiver under the applicable arbitration rules.
- Filing period. To the extent permitted by law, any dispute under this Agreement must be filed within one (1) year in an arbitration proceeding. The one-year period begins when the events giving rise to the dispute first occur.
- Venue. If for any reason a claim proceeds in court rather than in arbitration, You agree to waive any right to a jury trial.
- Neither party will make any public statement relating to the Agreement without the prior written approval of the other.
- Notices must be in writing and are effective when (a) delivered personally; (b) received from a nationally recognized next-day courier service, or (c) sent by email. Notices to TD shall be sent to the following address:
The Trade Desk, Inc.
42 N. Chestnut Street
Ventura, CA 93001
Attn: Chief Legal Officer
- This is the entire agreement of the parties relating to this subject and it supersedes all other commitments, negotiations and understandings. We may modify this Agreement from time to time. Your continued use of the Services after we publish and send a notice about our changes to these terms means that you are consenting to the updated terms. This Agreement may not be assigned by You without TD’s prior written consent, but may be assigned by TD without consent or any restriction. An assignment attempted to be made in violation of this Agreement shall be null and void. If any provision of this Agreement is unenforceable, that provision shall be re-interpreted to be as close to the parties’ intent as legally possible and the validity of the remaining provisions will not be affected. The parties are independent contractors and there are no third-party beneficiaries. Sections 5, 6, 7, 8, and 9 shall survive expiration or termination of this Agreement.
- A party’s failure or delay to exercise any right will not operate as a waiver, nor will any single or partial exercise of any such right preclude any other exercise or the exercise of any other right, power or remedy.
- This Agreement is governed by the laws of the State of California, excluding conflicts of laws principles.