- Client will use commercially reasonable efforts to support the work product, secure appropriate consents or approvals, and approve other operationally required process steps in a commercially timely manner to meet deadlines. Client’s delay or non-performance may impact Affinity work product deliverability, for which Affinity shall not be responsible or held in breach.
- Client will provide proactive opportunity identification and competitive blocking for campaigns.
- Client will provide the personnel, time and additional resources required by Affinity to perform the Services herein.
- The parties shall engage in quarterly check-ins regarding the pacing and performance of campaigns, with such time mutually agreed between the parties.
- In all matters relating to this Agreement, Client shall be solely responsible for the acts of its contractors and agents and shall require such parties to abide by the obligations set forth herein.
Work product provided by Affinity shall be used exclusively in Client’s engagement to execute the applicable campaign and for no other purpose.
Upon conclusion of the campaign, Client shall destroy all of Affinity’s Confidential Information including but not limited to Affinity- provided audiences, analytics, data, along with any other flags, indicators, model scores or other derivative information that are extracted from Affinity’s Confidential Information. Client, its agents and customers shall not acquire any rights in said Confidential Information, nor the right to reverse engineer or create derivative works therefrom.
“Confidential Information” will include any information or data of a proprietary or confidential nature provided by either party, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, both parties agree that any Affinity Solutions-provided audiences, analytics and data shall be considered Affinity Solutions Confidential Information. The parties agree to protect the other party’s Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. The receiving party shall not disclose Confidential Information to anyone except an employee, agent, affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of such Confidential Information as are those in this section. The receiving party will not use the disclosing party’s Confidential Information other than as necessary to perform the Services as defined in this Agreement. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to the receiving party; (ii) was or becomes generally available to the public through no fault of the receiving party; (iii) was rightfully in the receiving party’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to the receiving party by the disclosing party; (iv) was developed by employees or agents of the receiving party independently of, and without reference to, Confidential Information; or (v) was communicated by the disclosing party to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these terms; provided, however, that both parties will stipulate to any orders necessary to protect such information from public disclosure.
Each Party (“Indemnifying Party”) will indemnify, defend and hold harmless the other, its parent, subsidiary and affiliated companies, and each of their respective officers, directors, representatives, employees, contractors, licensees and agents (“Indemnified Party”), from and against all claims, losses, liabilities, damages and expenses (including reasonable attorneys’ fees) (“Damages”) resulting from any claims by third parties for loss, damage or injury caused by any breach of a representation, warranty or covenant of this Agreement by the Indemnifying Party, provided that the Indemnified Party provides the Indemnifying Party with (a) prompt written notice of such claim or action, (b) sole control and authority over the defense or settlement of such claim or action, and (c) proper and full information and reasonable assistance to defend and/or settle such claim.
Disclaimer; Limitation of Liability:
Affinity Solutions' services and products are provided on an “as is” and “as available” basis. Affinity Solutions disclaims all warranties, express and implied, including without limitation: against infringement; satisfactory quality; merchantability; and fitness for a particular purpose. Affinity Solutions is not liable for any special, indirect, consequential, exemplary, or punitive damages (including without limitation: loss of profits, revenue, interest, goodwill, loss or corruption of data or for any loss or interruption to client or client’s customer’s business) whether in contract, tort, or any other legal theory, even if aware of the possibility of such damages, and notwithstanding any failure of essential purpose of any limited remedy. Without limiting the applicability of any limited remedies provided herein, either party’s aggregate liability under this agreement for direct damages shall not exceed the sum of the fees payable under this agreement for the six (6) month period prior to the accrual of the claim.
The parties agree to allow use of the other’s name, service mark, or trademark and success metrics in connection with promotional or other marketing material.
Either party may terminate on seven (7) days’ notice, provided that pro-rated payment will be due for work performed by Affinity Solutions prior to the date of termination.For the sake of clarity, once Affinity Solutions has delivered an asset to Client, including but not limited to cookies/ mobile IDs, Client is responsible for payment of such assets to Affinity.
This Purchase Order shall be governed by and construed in accordance with the laws of the State of New York and the parties submit to the courts of New York, New York for resolving disputes.