Evorra Platform Terms of Service
Last updated 3 February 2025
Background
These Platform Terms of Services (“Platform Terms of Service”) govern your use of the Platform (defined below) provided by Evorra, with its registered office at Evorra Ltd, TC Group, 6th Floor, Kings House, 9-10 Haymarket, London, United Kingdom, SW1Y 4BP. Evorra and you may be referred to herein collectively as the “Parties” and individually as a “Party.”
Definitions
1.1. “Account Settings” means the management of available data usage, queries, and data permissions and rules controlled by account administrators, including data licensing and user lists for the account.
1.2. “Content” means any and all text, images, audio, video, scripts, code, software, databases, branding and any other form of information capable of being stored on a computer that appears on, or forms part of the Platform.
1.3. “Customer” means the legal entity who has contracted with Evorra to use the Platform.
1.4. “Data Protection Law” means any and all applicable law relating to data protection and privacy including, but not limited to, where applicable the European Union’s General Data Protection Regulation (“EU GDPR”) and Privacy and Electronic Communications Directive 2002/58/EC (“ePrivacy Directive”), the United Kingdom’s General Data Protection Regulation (“UK GDPR”), the California Consumer Privacy Act and its amendments including the California Privacy Rights Act (collectively, the “CCPA”), Virginia the Consumer Data Protection Act (“VCDPA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CTDPA”), the Utah Consumer Privacy Act (“UCPA”), the Oregon Consumer Privacy Act (“OCPA”), the Texas Data Privacy and Security Act (“TXDPSA”), the Montana Consumer Data Privacy Act (“MTCDPA”), the Iowa Consumer Data Protection Act (“IACDPA”), Delaware Personal Data Privacy Act (“DEPDPA”), Nebraska Data Privacy Act (“NEDPA”), New Hampshire Privacy Act (“NHPA”), New Jersey Data Privacy Act (“NJDPA”), Tennessee Information Protection Act (“TNIPA”), Minnesota Consumer Data Privacy Act (“MNCDPA”), and Maryland Online Data Privacy Act (“MDODPA”), each as may be updated, amended, or regulated.
1.5. “Platform” means the web application and API that permits users to run statistical analysis over multiple data sets, set data permissions and licensing rules, and generate files for user selected services and which is made available by us via http://platform.evorra.com and http://api.evorra.com or such other web addresses we may specify.
1.6. “Uploaded Data” means any data, including Personal Data and Personal Information (each as defined by Data Protection Law), that is uploaded into the Platform by you or on your behalf to be analysed.
1.7 “User” means the employees, representatives, consultants, contractors, agents, and any other legal entity with which Customer collaborates to access and use the Platform.
Use of Services
2.1. License. Subject to these Platform Terms & Conditions, we grant you a limited, non‐exclusive, revocable, worldwide, non‐transferable, non‐sublicensable, licence to use the Platform for research or other internal business purposes.
2.2. Access & Eligibility.
2.2.1. You must be 18 years of age or older to use the Platform. You agree that as a User of the Platform, you are an authorised legal representative of Customer with the full authority, rights, and approvals to use the Platform based on the features made available by the online account on behalf of Customer. If you are an account administrator, you also agree to be a fully authorised representative with the rights and approvals to manage Account Settings that concern all user permissions associated with Customer.
2.2.2. Your use of the Platform is also subject to our Website Terms and Conditions (https://evorra.com/privacy-data-policies/website-terms/), Cookie Policy (https://evorra.com/privacy-data-policies/cookie-policy/) and Our Privacy Policy (https://evorra.com/privacy-data-policies/privacy-policy/) each of which are hereby incorporated into this Platform Terms of Service by reference.
2.3. Account Registration. You must create a user account to access and use the Platform (“User Account”). The online registration process requires you to create a username and password. You and Customer are responsible for all activities occurring under your User Account(s) and for maintaining the confidentiality and security of your username and password. You will notify us promptly of any unauthorized use of your Users’ identifications and passwords or your account.
2.4. As Is. Access to the Platform is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue the Platform (or any part of it) at any time and without notice. We will not be liable to you in any way if our Platform (or any part of it) is unavailable at any time and for any period.
2.5. Prohibitions and Unauthorized Use. You shall not: (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform, software, documentation or data related to the Platform; (ii) modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by us); (iii) remove any proprietary notices or labels, (iv) allow a third party to access or use its User Account without prior authorization from Evorra; (v) share any documentation, data, or insight derived from its use of the Platform with an unauthorized third party; (vi) create, or undertake to create, a product or service that may compete with, or replicate the functionality provided by, the Platform; (vii) assist, or undertake to assist, a third party in the creation of a product or service that may compete with, or replicate the functionality provided by, the Platform; (viii) use the Platform in any manner that may damage, disable, overburden, or impair the Platform, regardless of foreseeability.
2.6 Acceptable Usage Policy. You will comply with all laws and regulations applicable to your use of the Platform, including all Data Protection Laws. You must ensure that all access, use, and receipt by your Users is subject to and in compliance with these Platform Terms of Service. Specifically: (i) you must ensure that you comply fully with any and all local, national or international laws and/or regulations; (ii) you must not use the Platform in any way, or for any purpose, that is unlawful or fraudulent; (iii) you must not use the Platform to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and (iv) you must not use the Platform in any way, or for any purpose, that is intended to harm any person or persons in any way.
2.7. Availability and Uptime. We will use reasonable skill and care in the provision of Platform and will use reasonable efforts to ensure that the Platform remains available at all times. We cannot, however, be held responsible for any delays or temporary unavailability if an event outside of our control occurs. In certain circumstances, for example where we encounter a technical problem, we may need to suspend or otherwise interrupt the Platform to resolve the issue. Unless the issue is an emergency that requires immediate action we will inform you of such suspension or interruption.
Fees
3.1 License Fee. 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”).
3.2. Enablement Fee. 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.
Term & Termination
4.1 You may access and use the Platform for the length of the term of the agreement between you or Customer. Evorra may terminate or suspend access to the Platform immediately, without prior notice or liability, if you breach these Platform Terms of Service or any other agreement between Evorrra and you (or Customer), or for any other reason. Upon termination, suspension, or expiration of the agreement between you (or Customer) and Evorra, you will cease access and use of the Platform by you and all Customer’s Users.
Obligations of Evorra.
5.1. Evorra is the sole and exclusive owner of the Platform. Evorra owns or licenses the Evorra Marks. “Evorra Marks” means trademarks, trade names, domain names, logos, and related intellectual property. The Platform and Evorra Marks are protected by applicable intellectual property and other laws. Evorra reserves all rights, title, and interest in the Platform, the Evorra Marks, and all intellectual property rights not expressly granted under these Platform Terms of Service or any applicable agreement.
5.2. You own and retain all rights to your Uploaded Data. You grant permission to us and our licensors to use the Uploaded Data as necessary to provide the Platform and related Services, as permitted by these Platform Terms of Service, any applicable agreement between you (or Customer) and Evorra, and as permitted by applicable law. You expressly give us permission to run queries on your Uploaded Data to generate results via our user interface or API which are made available to any other party within the Platform to which you have assigned the appropriate permissions. We retain ownership of the API output data, and all intellectual property rights subsisting therein, based on the Uploaded Data.
5.3. All other Content (including all user‐facing material, and all underlying material such as code, software, and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
5.4. We retain all intellectual property rights to the Content, the Platform, and any other related services provided under these Platform Terms of Service or applicable agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Content, the Platform, or related services in whole or in part, by any means, except as expressly authorized in writing by us.
5.5. We encourage all customers to provide suggestions for improving the Platform and related services. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Platform and related services, without payment or attribution to you.
Representation & Warranties
6.1. Each Party hereby represents and warrants that: (i) it has the full right, power, and authority to enter into and perform these Platform Terms of Service, and these Platform Terms of Service have been duly authorized, executed and delivered and constitutes the valid and binding obligation of each Party enforceable in accordance with its terms; and (ii) it will operate strictly in accordance with the terms of these Platform Terms of Service and any applicable agreement, and in accordance with all laws, ordinances, rules, and regulations.
Data Privacy & Security
7.1. Compliance.
7.1.1. If you provide Uploaded Data to the Platform, you agree that you have provided all necessary notices to and obtained all necessary consents from the Consumer to process, use, or disclose the Uploaded Data in the Platform, including processing for purposes related to marketing behavioural analytics, creating and selecting marketing profiles, personalising marketing profiles (including use of historical data), measuring marketing profile ad performance, and using probabilistic modelling to associate unknown user sessions with user IDs.
7.1.2. You shall not upload any Sensitive Personal Data, special categories of Personal Data (each as defined by Data Protection Law), personal data relating to criminal convictions and offences or any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended) of the United States of America, or similar national, federal or state laws, rules or regulations without our prior written consent.
7.2. Privacy Policy. You shall process Personal Data in accordance with the Evorra Product Privacy Policy (https://evorra.com/privacy-data-policies/product-privacy-policy/) which is hereby incorporated by reference.
7.3. DPA. The Evorra Data Processing Agreement (www.evorra.com/dpa) is hereby incorporated by reference and will apply to the extent any Uploaded Data includes Personal Data or Personal Information.
Indemnification
8.1. You will indemnify, defend and hold harmless Evorra and our affiliates, shareholders, members, partners, directors, officers, employees, representatives and agents (“Affiliates”), at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us and our Affiliates, to the extent that such Action is based upon or arises out of: (i) unauthorized or illegal use of the Platform by you, your users, or your Affiliates; (ii) your or your Affiliates’ noncompliance with or breach of these Platform Terms of Service; (iii) the unauthorized use of the Platform by any other person using your User information; and (iv) your use of any data obtained or processed using the Platform in violation of these Platform Terms of Service, any applicable agreement, and any applicable, law, rule, or regulation, including without limitation, Data Protection Law.
8.2. We will notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim, and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Disclaimers
9.1. EXCEPT AS EXPLICITLY STATED HEREIN, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE PLATFORM, OR DATA SYNCHED TO OR MADE AVAILABLE FROM THE PLATFORM, FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE PLATFORM AND RELATED SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
9.2. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THESE PLATFORM TERMS OF SERVICE, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
Limitations of Liability
10.1. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF UNDER THE ‘DATA PRIVACY & SECURITY’ SECTION, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS PLATFORM TERMS OF SERVICE, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE PLATFORM IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
General
11.1. Dispute Resolution. The Parties agree to work in good faith to resolve any disputes. If the Parties cannot reach a resolution, the Parties agree to resolve the dispute via an arbitrator chosen at Evorra’s sole discretion.
11.2. Force Majeure. If a Party delays or fails to perform its obligations under these Platform Terms of Service as a result of events beyond the Party’s reasonable control, then the Party is not liable to the other Party for the delay or failure. Such events include, without limitation, acts of God, natural disasters, vandalism, strikes, national emergencies, terrorism, governmental acts, computer hacking, and internet, network, and telecommunications failure. Each Party will use reasonable efforts to mitigate the impact of a force majeure event impeding its performance hereunder.
11.3. Relationship of the Parties. The Parties acknowledge and agree that their employees, agents, and contractors, are independent contractors, rather than agents or employees of the other Party. Nothing herein creates an employment, joint venture, agency, or partnership relationship between the Parties.
11.4. Choice of Law. These Platform Terms of Service and all claims related to it, its execution or the performance of the Parties under it, shall be construed and governed in all respects according to the Laws of England.
11.5. No Waiver. Our failure to exercise or enforce any right or provision of these Platform Terms of Service shall not operate as a waiver of such right or provision. No waiver shall be effective unless in writing signed by both Parties.
11.6. Severability. If any provision of these Platform Terms of Service is, for any reason, held to be invalid or unenforceable, the other provisions of these Platform Terms of Service will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.7. Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights, trade secrets and dispute resolution and arbitration and class actions shall survive the termination of these
Platform Terms of Service.
11.8. Assignment. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Evorra’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Evorra may freely assign these Platform Terms of Service. The terms and conditions set forth in these Platform Terms of Service shall be binding upon assignees.
11.9. Headings. The section titles in these Platform Terms of Service are for convenience only and have no legal or contractual effect.
11.10. Amendment. These Platform Terms of Services are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any), and/or by prominently posting notice of the changes on our Site with a “Last Updated” date. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective as of the Last Updated date. These changes will be effective immediately for new users of our Platform. Continued use of our Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
11.11. Entire Agreement. These Platform Terms of Service, together with all Exhibits hereto, constitutes the complete agreement between the Parties. This TOS may be executed in counterparts, each of which is deemed an original, and both of which, when taken together, constitutes one and the same instrument.