Evorra Platform Terms and Conditions

The purpose of this policy is to define the terms of service with respect to the use of the Evorra platform by any individual.  It refers to the array of SaaS services and functionalities provided by Evorra to Users for marketing workflows, including the availability of marketing audiences on selected media channels and other functionalities (“Evorra Platform”).

The Evorra Platform will give Users access to self-service settings and functionality to enable Users to dynamically build marketing audiences and make such audiences available on Demand Side Platforms (DSPs), Sell Side Platforms (SSPs), and other campaign activation platforms referred to as (“Channel(s)”).  Specifically, this service includes the opportunity for Users to input their authentication credential settings to establish a secure API connection with each selected Channel.  Users can then utilise matched audience IDs for a defined time period (typically thirty (30) days) based on applicable licensing permissions defined by other consumer-facing brands (“Users”).  Moreover, Users are responsible for adhering to the terms and conditions of use policies defined by each Channel.  Users are responsible for understanding the permitted use conditions of each configured Channel and ensuring that the audiences curated on Evorra meet all such conditions.

The monthly licence fee as specified in the Statement of Work (“SOW”) will be charged and will allow access for the number of Users specified in the SOW.  This recurring fee will be charged monthly, from signing of the SOW and payment provides access to their account on Evorra for at least thirty (30) days.  This licence Fee will be revised as specified in the SOW (“User Subscription”).

Each time a User confirms the enablement of a list of audience targeting IDs (“Evorra Audience”) on a campaign activation platform Users has selected, the Evorra Platform will ask Users to confirm the cost per thousand (“CPM”) for audience profile associated with the given audience criteria, collectively described as the (“Enablement Fee”).  This Enablement Fee is charged at the time of each enablement request, using the defined method of payment in Users online account.  All Enablement Fees are dynamic on the platform as they depend on Audience and Enablement options.

Evorra is the sole owner of the Evorra platform and Users shall only be granted access to use the platform. Besides the Exclusion Lists and trademarks, nothing within the Evorra ecosystem shall be the property of Users. 

As consideration for Users fulfilment of its obligations under this Agreement, Evorra shall perform the following services:

1. Provision of User Systems.  Evorra will purchase, configure, populate, setup, maintain and deploy applications running in a virtual private cloud, dedicated exclusively to the User.  Evorra will make reasonable efforts to ensure sufficient data quality, yet both parties fully recognize that Evorra is not responsible for the results, accuracy, and the use of data that can be found on the Evorra Platform.  All data is dynamically made available from disparate data sources for Users to test and evaluate as only they decide.
2. Online Services.  Evorra will make commercially reasonable efforts to provide functionality and services through the Evorra Platform for Users to perform a variety of marketing audience related services at all times.  Evorra will endeavour to limit any outages or unexpected service interruptions, yet provides the Evorra Platform on an “As Is” basis, subject to occasional defects.
3. Self Service Audiences.  Evorra provides Users with online services to dynamically set audience filters to estimate what targeting profiles are available.

When a User enables an Evorra Audience on a selected platform there are many factors that can influence the total available number of addressable profiles on a given time (“Match Rate”).  As Match Rates can vary, Users understand the need to test audience building and enablement strategies.  Evorra will make commercially reasonable efforts to analyse low Match Rates in cooperation with Users.

As part of the Enablement Process, Users receive an expiration date confirmation for each enabled audience.  To this effect, the Evorra Audience may be used for campaign targeting until the Evorra Audience is set to expire.

As consideration for Evorra’s fulfilment of its obligations under this Agreement, Users will provide the following forms of assistance to Evorra in its efforts to make Evorra Audience platform services a success:

1. Exclusion Lists. The Evorra Platform has functionality that allows a User to upload exclusion targeting lists to eliminate a specific set of User targeting IDs from an Evorra Audience (“Exclusion Lists”).  Each Exclusion List is owned by Users who acknowledge their obligation to have the relevant legal and regulatory permissions to create and use the given Exclusion List.  Users grants to Evorra (a) a worldwide, royalty-free right and non-exclusive licence to process Exclusion Lists, for as long as the Agreement is in force; (b) the right to distribute the Exclusion List for use by Users for: (i) improved targeting of advertising to end Users; (ii) for analytics and insights, provided that any such uses comply in all material respects with the provisions of this Agreement.
2. Maintain User Profile.  User agrees to make best reasonable efforts to maintain its company account profile information to accurately represent its User representation on the Evorra Platform.
3. Enable Evorra Technology.  Users may provide technical assistance to Evorra by placing Tags, cookies and other tracking code on a website, mobile platform or other digital platform deemed relevant or initiating mutually agreed data feeds in accordance with instructions provided by Evorra.  Users may choose to also make use of the Evorra Tag, or provide an API to or data from its own customer data platform to the degree that it desires that such data become part of an Exclusion List.
4. Provide Data Governance.  The Evorra Platform is managed in consideration of the EU Regulation 2016/679 on the protection of personal data, the Directive of 12 July 2002 on the protection of privacy in the electronic communications sector (2002/58), and the doctrine of the French’s Commission Nationale de l’Informatique et des Libertés (“Data Privacy Laws”).  Users will provide guidance concerning its corporate policies, legal and regulatory requirements, contractual obligations and preferences concerning Exclusion Lists and will make these known to Evorra in advance of Evorra’s use of such data.
5. Comply with Evorra standard business conduct policy.  You agree to comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;  provide accurate information to us and keep it updated; use your real name on your profile; and use the Services in a professional manner.  In addition, you agree not to override any security feature or bypass or circumvent any access controls or use limits of the Evorra Platform (such as audience expiration controls); you agree not to reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Evorra Platform or any related technology that is not open source; you agree not to rent, lease, loan, trade, sell/ resell or otherwise monetize the Evorra Platform or related data or access to the same, without Evorra’s consent.  You recognise and agree to use the Evorra Platform in a professional manner and that you will not interfere with the operation of, or place an unreasonable load on, the Evorra Platform.

Except for the limited licences set forth in this Agreement, User retains all right, title and interest in and to any data they upload into their Evorra account and any other information or materials made available by User.

Users may only use Evorra Audiences in compliance with the data and targeting prohibited and restricted audience policy limitations defined by any major media activation service.  For avoidance of doubt, major media activation services include, but are not restricted to Google DV360, Meta, and Amazon Ads.  All media audience prohibitive and restricted rules are defined collectively as (“Evorra Audience Restrictions”).  Users will be held responsible for using Evorra Audiences only in ways that do not violate Evorra Audience Restrictions.

1. Term.  This Agreement shall commence on the date it is last executed by one of the Parties and shall continue in effect until terminated by either Party in accordance with this section 5.
2. Termination on Notice.  Either Party may terminate this Agreement at-will and without cause, effective upon written notice. Upon termination notice, the licence Fee will not renew for the next calendar month and no licence Fee refunds are applicable for the calendar month period of the date of Evorra Platform subscription termination (“Termination Date”).
3. Termination for Material Breach. Each Party may terminate this Agreement with immediate effect by delivering notice of the termination to the other Party, if the other Party fails to perform, is delayed performing, or otherwise materially breaches, any of its obligations, covenants, or representations, and the failure, delay, or breach continues for a period of ten (10) business days after the injured Party delivers notice to the breaching Party reasonably detailing the breach.
4. Termination for Insolvency. If either Party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other Party may terminate this Agreement with immediate effect.
5. Termination Because of Law or Order. Either Party may terminate this Agreement with immediate effect if there is or becomes any law, such as Data Privacy Laws, that makes the performance of the terms of this Agreement illegal or otherwise prohibited, or any governmental authority, such as a supervisory authority as defined by Data Privacy Laws, imposes a sanction or issues an order preventing any activity similar to that contemplated by the Parties under this Agreement.

1. User shall promptly remove all Tags and other computer code from the Website(s) (and Evorra shall assist Users in this task if necessary), shall return to Evorra or destroy any Evorra Confidential Information in its possession and shall cease to represent to other third parties that Users and Evorra are doing business together.
2. Evorra shall decommission all User applications and storage that exist in Users virtual private cloud provisioned and shall promptly cease processing Personal Information.  Notwithstanding the foregoing, to the extent it is not commercially reasonable for Evorra to remove Personal Information from archive or other backup media, Evorra may retain Personal Information on such media in accordance with its backup or other disaster recovery procedures.  To the extent feasible, Evorra shall archive documentation that is evidence of proper Personal Information processing beyond termination of this Agreement.

Mutual Warranties.  Each Party warrants to the other that it:

1. as the right, power and authority to enter into this Agreement and to perform its obligations hereunder, and such execution and performance will not violate any other agreement or obligation to which it is bound;
2. is duly organised, validly existing and in good standing; has complied and will comply with all applicable federal, state and local laws, such as Data Privacy Laws, regulations, rules, ordinances, licensing requirements and industry standards and guidelines in connection with its performance of or relating to this Agreement;
3. is not under any restriction or obligation that the Party could reasonably expect might affect the Party’s performance of its obligations under this Agreement;
4. holds all permits and other authorisations necessary to own, lease, and operate its properties, and conduct its business as it is now carried on;
5. is not a party to legal proceedings pending, threatened, or foreseeable, which would affect its ability to complete its obligations under this Agreement.

Evorra Warranties

1. General. Evorra represents and warrants that it is the exclusive legal owner of, or has necessary rights to use, the software systems it uses to perform this Agreement.  Evorra represents that its systems do not infringe the intellectual property rights or other proprietary rights of any third party but does not warrant that the commercially available software systems that it may licence and use as components of its systems shall be free from intellectual property claims of third parties.
2. Privacy and Security.  Evorra represents and warrants that it has implemented appropriate safeguards to prevent unauthorised access to, use of, or disclosure of any Personal Information and any Confidential Information.  Via its internet platform provider, Evorra will be compliant with a broad range of national and international laws, regulations and certifications as detailed at https://aws.amazon.com/compliance/programs/.  Evorra also warrants that it has put in place, within its structure, all appropriate technical and organisational measures to ensure a level of security appropriate to the risk it has determined. These measures concern both the physical security and the computer security of Exclusion Lists.

Users Warranties

1. Ownership.  User warrants that it is the exclusive legal owner of, or has the right to licence to Evorra, all Exclusion Lists which are made available by User under this Agreement.  User warrants that Exclusion Lists do not infringe the intellectual property rights or other proprietary or confidentiality rights of any third party and that is processed in accordance with Data Privacy Laws.
2. Privacy and Security.  User warrants that its Website shall at all times during the term of this Agreement operate in compliance with all applicable State, federal and international Data Privacy Laws. User also warrants that it has put in place, within its structure, all appropriate technical and organisational measures to ensure a level of security appropriate to the risk it has determined. These measures concern both the physical security and the computer security. User warrants that it has implemented appropriate safeguards to prevent unauthorised access to, use of, or disclosure of any Personal Information and any Confidential Information.

7.1.      Evorra’s sole obligation and liability, and Users sole and exclusive remedy under the warranties set forth in paragraph 10.2, shall be for Evorra to use commercially reasonable efforts during the term of the Agreement to a) obtain non-infringing systems or to modify the extant system so as to render it non-infringing and b) remedy or replace the defective system(s), provided that Evorra is notified in writing of all warranty problems during the applicable warranty period.

7.2.      Excluding each Party’s respective indemnification obligations (set forth in paragraph 10), damages that result from a breach of the confidentiality agreement (referenced in paragraph 9) or a Party’s intentional misconduct, neither Party shall be liable to the other for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of this Agreement, even if such Party has been advised of the possibility of such damages.

Except for the express warranties made or referenced in this agreement, the parties hereby disclaim all warranties or representations, express or implied, including without limitation any implied warranty of merchantability, title, non‐infringement or fitness for a particular purpose, and any implied warranties arising out of a course of performance, dealing, or trade usage, as to any and all data, items, platforms or services provided by or on behalf of one party to the other pursuant to this agreement. 

Except for the express warranties made or referenced in this agreement, the parties make no warranties or representations, and will have no liability of any kind, with respect to the accuracy or completeness of any Evorra audience. In addition, Evorra makes no representation and provides no guarantee that the operation of the Evorra systems, platforms or the process by which services are provided to User will be uninterrupted or error‐free, and Evorra will not be liable for the consequences of any interruptions or errors to any of the foregoing, including losses of income due to disruption of service.

“Confidential Information” means all non-public information provided or made available by a disclosing party hereunder (“Discloser”) to the receiving party hereunder (“Recipient”), including without limitation information relating to Discloser’s business, finances, technology, products, plans, operations, Users, customers or vendors or their respective clients or Users. Exclusion Lists are the Confidential Information of User. The existence and terms of this Agreement are the Confidential Information of both parties. Recipient will not use the Confidential Information for any purpose other than to perform Recipient’s obligations or to exercise Recipient’s rights hereunder. Recipient will not at any time disclose the Confidential Information of Discloser to any third party without Discloser’s prior written consent except as expressly permitted herein. Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Notwithstanding the above, Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the Recipient; (b) is rightfully known by the Recipient at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Recipient without use of the Discloser’s Confidential Information; or (d) the Recipient rightfully obtains from a third party without restriction on use or disclosure. Recipient may disclose Confidential Information of Disclosure: (i) on a “need-to-know” basis under an obligation of confidentiality to Recipient’s employees, contractors, representatives, advisors, and financing sources (and in the case of Evorra as the Recipient, Evorra may disclose Exclusion Lists to Data Partners), provided that all such persons and entities are bound by confidentiality obligations no less restrictive than those contained herein and that Recipient shall remain responsible for such individuals’ and entities’ compliance with this Section; and (ii) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, provided that Recipient uses commercially reasonable efforts to first provide Discloser with written notice thereof, and reasonably cooperates with Discloser’s efforts, at Discloser’s request and expense, to obtain a protective order.

Except for breaches of confidentiality and amounts owed to third parties pursuant to the indemnity obligations herein, in no event shall either party be liable to the other party under contract, negligence, strict liability or other legal theory for: (a) any special, indirect or consequential damages arising out of or related to the subject matter of this agreement even if advised in advance of the possibility of such damages, or (b) any amounts in excess of the aggregate of the amount paid by Evorra pursuant to this agreement in the twelve (12) months prior to the cause of action arising.

1. Indemnification by Evorra.  Evorra shall indemnify, defend and hold harmless User, its affiliates, shareholders, partners, directors, officers, employees, representatives and agents, from and against all costs, expenses, losses and damages asserted in a proceeding brought by a third party and arising out of a claim that the systems or services provided in this Agreement infringe the third party’s intellectual property rights or that an individual’s or individuals’ rights under Data Privacy Laws have been violated by an action or omission committed by Evorra. Before bringing a claim for indemnification, User shall within 7 days of its having become aware of such a claim, notify Evorra of the indemnifiable proceeding and deliver to Evorra all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.  If Users fails to notify Evorra of the indemnifiable proceeding, Evorra will be relieved of its indemnification obligations.  Users’s right to indemnification is the exclusive remedy available with respect to a claim of indemnification.
2. Indemnification by User.  User shall indemnify, defend and hold harmless Evorra, its affiliates, shareholders, members, partners, directors, officers, employees, representatives and agents, from and against all costs, expenses, losses and damages asserted in a proceeding brought by a third party and arising out of a claim that an individual’s or individuals’ rights under Data Privacy Laws have been violated by an action or omission committed by User, that Users actions have violated laws or agreements related to its relationship to Partners, that the enablement of audience profiles infringes a third party’s intellectual property rights, or that Evorra Audience enabled in an Advertising Platform is defamatory, anti-competitive or otherwise in violation of law. Before bringing a claim for indemnification, Evorra shall within 7 days of its having become aware of such a claim, notify User of the indemnifiable proceeding and deliver to User all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.  If Evorra fails to notify User of the indemnifiable proceeding, User will be relieved of its indemnification obligations. Evorra’s’ right to indemnification is the exclusive remedy available with respect to a claim of indemnification.

The provisions of this Agreement may not be amended, supplemented, waived or changed unless they are modified in writing, and signed by the Party as to whom enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement.

Neither Party may assign this Agreement or any of their rights or obligations under this Agreement without the other Party’s written consent, which shall not be unreasonably withheld or delayed.  This Agreement benefits and binds the Parties and their respective successors and permitted assigns.

Notwithstanding anything to the contrary contained herein, neither Party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, pandemics, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities or cloud computing providers, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. If any provision of this Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision will have the meaning that renders it valid and enforceable.

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute a single agreement.

All terms and provisions of this Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective legal representatives, successors and permitted assigns, whether so expressed or not. Unless expressly stated herein to the contrary, nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons, including Partners, directly or as beneficiaries, other than the Parties and their respective legal representatives, successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to either Party, nor will any provision give any third persons any right of subrogation or action over or against either Party.

The failure or neglect by a Party to enforce any of the rights under this Agreement will not be deemed to be a waiver of that Party’s rights.