Are You Talking to Me?
These terms apply to you if you have entered into a Partner Participation Agreement with Signal Digital, Inc. (dba Signal) that specifically references these terms.
Please read these terms carefully and read them often. We update these terms from time to time, at our discretion, to reflect changes in our service, changes in the law, etc. Updates to these terms after the effective date of your partner participation agreement will not apply to you except: if an update has to do specifically with a new feature or functionality of the Signal Service made available to you, and you opt to use that new feature or functionality, then that update will apply to you. The last time we updated these terms was June 27, 2014.
How Is This Going to Work?
- You will provide us with your proprietary tag code, data collection code, or server-direct data request (collectively “Tags”) and we incorporate it into the Signal Service and make it accessible to our clients
- A Signal client places our proprietary integration library file, API, or SDK on its websites, email messages, mobile applications, or other sources of data
- The Signal client accesses the Signal Service remotely to select which Tags to employ, what types of data each of the selected Tags will collect, and to which third parties the data will be delivered
- The Signal Service does the rest …
You Want In?
We’ll Need Your Tag
You will need to provide us with one or more Tags through the methods we specify. Then, with reasonable assistance from you, we will then incorporate the Tags into the Signal Service. You grant us a limited, non-assignable (except in connection with a permitted assignment), non-exclusive, non-sublicense-able license during the term of the partner participation agreement to incorporate the Tags into the Signal Service, and to modify the Tags strictly as may be required to optimize the functionality of the Tags within the Signal Service, solely for purpose of providing our clients the opportunity to deploy the Tags via the Signal Service. You will need to notify us promptly of any changes, updates, upgrades, variations or other publicly available modifications to your Tags so we can maintain uninterrupted service to our clients who deploy the Tags through the Signal Service.
We Can Connect Server-to-Server Style
If we decide to integrate our network servers via a server-to-server connection, you will need to provide us with all information, including technical specifications, security protocols and the like, reasonably necessary to complete the server-to-server integration of your servers with the Signal Service. We will use commercially reasonable efforts to complete the server-to-server integration in accordance with your reasonable instructions. If we agree to utilize a server-to-server connection, you authorize us to transmit User Data from our clients to your servers in accordance with each client’s instructions. “Server-to-server” means a direct connection via Internet communication between your network servers and our data distribution server using the protocols, application programming interfaces, and other methods set forth in the specifications for the Signal Service. “User Data” means information pertaining to or derived from the presence or interactions of a user on a Signal client website (or other source of data for which the client is using the Signal Service).
Your Relationship with Our Clients is Your Business
We will include your Tags within a portion of the Signal Service accessible by Signal clients so that Signal clients may select you as a third party marketing and technology partner. If a Signal client selects you as a third party marketing and technology partner, you are responsible for entering into a separate agreement with that Signal client whereby the Signal client agrees to use the Tags to provide you with User Data via the Signal Service. If you would like to place restrictions around the use of your Tags (e.g., prohibit the collection of certain types of User Data), you are responsible for doing so in your agreement with the Signal client. We are not responsible for the enforcement of, or any breach by a Signal client of, any restrictions imposed by you on any Signal client.
We’re Proud to Have You as a Signal Tag Partner
Once you sign a partner participation agreement, you grant to us the right to include your name and logo on our marketing materials and on our website solely for the purpose of identifying you as a “Signal Tag Partner.” We will comply with any guidelines for use of your name and logo given to us in writing. We also grant to you the right to include our name and logo on your marketing materials and on your website solely for the purpose of identifying yourself as a “Signal Tag Partner.” You will need to comply with any guidelines for use of our name and logo we give to you in writing.
We Own Our Stuff and You Own Your Stuff
The Signal Service
We own all right, title and interest, including without limitation all trade secrets, patents and patent applications, trademarks, service marks, trade names, copyrights and all other intellectual property and proprietary rights, whether registered or unregistered (collectively, “Intellectual Property Rights”), in and to our tag management service, the integration library file, and any software or technology incorporated in or made available through our tag management service or delivered by us to you (collectively, our “Technology”).
You own all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Tags provided by you to us for incorporation into the Signal Service. You retain all rights not granted by you to us with respect to the Tags.
We’ll Keep Your Secrets, You’ll Keep Ours
“Confidential Information” includes any information that is disclosed by one of us to the other that is identified as confidential at the time of disclosure or that the receiving party should, in the exercise of reasonable judgment, know is confidential to the disclosing party.
Each of us agrees: (a) to protect and safeguard the other’s Confidential Information against unauthorized use, publication or disclosure with the same degree of care that it uses to protect the confidentiality of its own Confidential Information and, in any event, not less than reasonable care; (b) to restrict access to the other’s Confidential Information to those of its officers, directors, employees, agents, attorneys, accountants, investment advisors, and contractors who have confidentiality obligations that afford the Confidential Information a substantially similar level of protection as is afforded by these terms; and (c) not to use, or permit others to use, the other’s Confidential Information except as is reasonably necessary to perform its obligations or exercise its rights under the partner participation agreement and these terms. Each of us will return or destroy all Confidential Information of the other upon the expiration or termination of the partner participation agreement or upon the request of the other.
Of course, none of that applies to information that: (a) is already known to the receiving party without restriction on use or disclosure at the time of communication to the receiving party; (b) is or becomes publicly known through no wrongful act or inaction of the receiving party; (c) has been rightfully received from a third party authorized to make such communication, without restriction on use or disclosure; or (d) has been independently developed by the receiving party without use of the Confidential Information of the other party. Notwithstanding any other provision of these terms, each of us may disclose Confidential Information of the other if such disclosure is required by an order of a court or other governmental authority, law or regulation, but only to the extent that any such disclosure is necessary and after notice to the other if practicable. In such case, the party required to make the disclosure will, at the other party’s expense, assist the other party in obtaining an order protecting the Confidential Information from public disclosure, or in otherwise minimizing and limiting the breadth and scope of such disclosure.
Each of us understands and acknowledges that any disclosure or misappropriation of any of the other’s Confidential Information in violation of these terms may cause irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that the disclosing party will have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the disclosing party deems appropriate. Such right of the disclosing party will be in addition to the remedies otherwise available to the disclosing party at law or in equity.
What Happens When You Want to Get Out of this Deal
The term of the partner participation agreement is set forth in the partner participation agreement. Each of us can, however, terminate the partner participation agreement under these circumstances:
- if the other party breaches any material provision of the partner participation agreement or these terms and fails to cure the breach within 30 days after receipt of written notice of the breach, or
- if the other party (a) becomes insolvent, (b) makes an assignment for the benefit of creditors, (c) files or has filed against it a petition in bankruptcy or seeking reorganization, (d) has a receiver appointed, or (e) institutes any proceedings for the liquidation or winding up; provided, however, that, if any of the foregoing is involuntary, the party will only be in breach if the petition or proceeding has not been dismissed within 90 days.
When the partner participation agreement expires or is terminated, all licenses granted in these terms will terminate and we will remove your Tags from the Signal Service. Keep in mind that certain provisions in these terms will continue to apply despite expiration or termination of the partner participation agreement. Namely, the provisions regarding Confidential Information, ownership of intellectual property, indemnification obligations, and any other terms that would seem to a reasonable person to be intended to survive.
We Should Probably Make Some Promises to Each Other
Your Promises to Us
You represent and warrant to us that:
- the execution of the partner participation agreement has been duly authorized and is a valid and binding obligation of your company;
- your Tags (and the functionality, operation, and delivery of your Tags) do not and will not infringe any Intellectual Property Rights of any third party;
- you will not introduce to the Signal Service any virus, worm, Trojan horse, spyware, or other form of malware; and
- you will comply with all applicable law, rule, regulation, declaration, decree, directive, statute, or other enactment, order, mandate, or resolution issued or enacted by any government entity, or applicable guidelines or principles issued by any governmental entity (collectively “Applicable Laws”) relating to the activities contemplated by this Agreement, and specifically you will obtain all necessary consents and comply with all opt-out and opt-in procedures required under Applicable Laws.
Our Promises to You
We represent and warrant to you that:
- the execution of the partner participation agreement has been duly authorized and is a valid and binding obligation of ours;
- the Technology does not and will not infringe any Intellectual Property Rights of any third party; and
- we will comply with all Applicable Laws relating to the activities contemplated by this Agreement.
That being said, EXCEPT AS EXPRESSLY STATED IN THESE TERMS, NEITHER OF MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND EACH OF US SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Without limiting the generality of that statement, you should know that WE SPECIFICALLY DO NOT WARRANT THAT THE TECHNOLOGY WILL (A) BE UNINTERRUPTED; (B) BE FREE FROM INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS; (C) MEET YOUR NEEDS; OR (D) OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, YOUR USE OF THE TECHNOLOGY IS SOLELY AT YOUR OWN RISK.
Let’s Not Go Too Far
Exclusion of Damages
NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THE PARTNER PARTICIPATION AGREEMENT AND THESE TERMS. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Limitation on Liability
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, IN NO EVENT WILL EITHER PARTY’S LIABILITY UNDER ANY PARTNER PARTICIPATION AGREEMENT AND THESE TERMS EXCEED $1,000.
NEITHER THE EXCLUSION OF DAMAGES NOR THE LIMITATION ON LIABILITY ABOVE WILL BE CONSTRUED TO LIMIT EITHER PARTY’S LIABILITY FOR BREACH OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION OR EITHER PARTY’S OBLIGATION TO INDEMNIFY THE OTHER PARTY UNDER THESE TERMS FOR DAMAGES AWARDED TO A THIRD PARTY (EVEN IF THE DAMAGES SUFFERED BY THAT THIRD PARTY ARE CHARACTERIZED AS INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL).
We’ve Got Your Back and You’ve Got Ours
Indemnification by You
You will indemnify, defend, and hold us and our affiliates, and our and their employees, representatives, agents, directors, officers, managers, and shareholders (collectively, “Our Indemnified Parties”) harmless from and against any damages, losses, costs, settlements, judgments, awards, fines, penalties, interest, liabilities, or expenses (including without limitation, reasonable attorneys’ fees and disbursements and court costs) (collectively, “Liability”) incurred in connection with any third-party claim, demand, or action (collectively, “Claim”) brought against any of Our Indemnified Parties arising out of:
- the functionality of the Tags;
- any interactions or agreements between you and any of our clients;
- the processing and use of User Data (including without limitation any collection or transmission of information that can be used to specifically identify, contact, or locate a natural person, including without limitation, a natural person’s name, email address, telephone number, or Social Security number) via the Tags; or
- any breach or alleged breach by you of any provision of the partner participation agreement or these terms.
Indemnification by Us
We will indemnify, defend, and hold you and your affiliates, and your and their employees, representatives, agents, directors, officers, managers, members, and shareholders (collectively, “Your Indemnified Parties”) harmless from and against any Liability incurred in connection with any Claim brought against any of Your Indemnified Parties arising out of:
- the functionality of the Technology;
- any interactions or agreements between us and any of our clients;
- any unauthorized disclosure of User Data caused by a security breach or failure of the Signal Service; or
- any breach or alleged breach by us of any provision of the partner participation agreement or these terms.
Some Rules for Indemnification
If one of us becomes aware of a Claim for which it is indemnified by the other, that party will promptly notify the other party of the Claim. The party seeking indemnification may, at its own expense, retain counsel to participate in the defense and disposition of the Claim. The indemnifying party may not settle, compromise, or in any other manner dispose of any Claim without the consent of party being indemnified, and the party being indemnified will not unreasonable withhold its consent.
Some Boring Stuff Our Lawyer Made Us Put In
No failure or omission by either of us to carry out or observe any of these terms (other than any payment obligation) will give rise to any claim against the other, or be deemed a breach of these terms, if the failure or omission arises from causes beyond the other’s reasonable control. By causes beyond our or your reasonable control, we mean things like earthquake, flood, fire, or other natural disasters, acts of God, acts of civil or military authority, government priorities, labor controversy, civil disturbance, terrorism, epidemics, quarantine, energy crises, war, riots, or any change in or the adoption of any law, regulation, judgment, or decree that would make the provision or use of the Signal Service unfeasible or not commercially reasonable to continue.
Notices will be considered given upon the date of delivery by email or fax if receipt is confirmed electronically or in writing. You can also go old school and send notices by an overnight delivery service (confirmed by a signed receipt), by certified U.S. mail (return receipt requested), or by personal delivery (confirmed in writing by the deliverer). If you go old school, notice will be considered given as of the date on which confirmation of receipt is made. If you want to send us a notice, send it to Marc Kiven, Chief Revenue Officer at firstname.lastname@example.org or at 330 N Wells, Chicago, IL 60654. If we want to send you a notice, we will send it to the name and address listed on the partner participation agreement.
Governing Law and Arbitration
The laws of the State of New York (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to the partner participation agreement and these terms. The U.N. Convention on Contracts for the International Sales of Goods is hereby expressly excluded. All controversies and claims between us are to be resolved by arbitration in accordance with the then-current rules of the American Arbitration Association before a panel of three arbitrators selected in accordance with those rules. The arbitration is to be conducted in New York, NY. Any award, order or judgment pursuant to the arbitration is final and may be entered and enforced in any court of competent jurisdiction. Each of us can also seek and obtain injunctive relief in any court of competent jurisdiction. For purposes of seeking injunctive relief, each of us irrevocably submits to the non-exclusive jurisdiction of the State and Federal courts located in New York, NY. If either of us commences any action or proceeding against the other, the prevailing party will be entitled to recover the actual costs, expenses, and attorneys’ fees incurred by it in connection with the action or proceeding and in connection with enforcing any judgment or order entered in connection with the action or proceeding.
Neither of us may assign its rights or delegate its obligations under the partner participation agreement or these terms without the prior written consent of the other, except that either of us may assign its rights and delegate its obligations under the partner participation agreement and these terms to an entity into which it has merged or which has otherwise succeeded to all or substantially all of its business, stock, or assets, and which has assumed in writing or by operation of law its obligations under the partner participation agreement and these terms. The partner participation agreement and these terms will bind and inure to the benefit of our respective successors and permitted assigns.
These terms constitute an agreement between us, and together with the partner participation agreement, is the complete and exclusive expression of our agreement regarding inclusion of your Tags in the Signal Service.
If one of us fails or delays in exercising any right or remedy under these terms, it does not mean we or you, as the case may be, are waiving that right or remedy.
If any provision of the partner participation agreement or these terms is determined to be invalid, illegal, or unenforceable, the remaining provisions remain in full force.
We are family, but we are not partners. We are dealing with each other as independent contractors, and nothing in the partner participation agreement, or these terms should be construed as, or deemed to be, the formation of a partnership, association, joint venture, or similar entity by or between the parties.