Get Started

Technology Platform Agreement

This Technology Platform Agreement (“Agreement”) is made by and between Teamily LLC, a California Limited Liability Company (“COMPANY”) and any person or business entity that executes an Insertion Order (“Purchaser”) or “Customer”.

RECITALS

WHEREAS, COMPANY owns and operates a technology platform (“Platform”) through which Purchasers can purchase Traffic generated from the COMPANY’S Network; and

WHEREAS, Purchaser wishes to purchase Traffic from COMPANY pursuant to this Agreement;

NOW, THEREFORE, in consideration of the mutual consideration, promises, representations, and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

DEFINITIONS

  1. “Click” means a method that takes an End User from advertising creative displayed on the COMPANY’S Network and is redirected to a Purchaser-designated website via a hyperlink provided by COMPANY.
  2. “COMPANY Network” means collectively websites and call centers owned or operated by COMPANY, its corporate affiliates and COMPANY’S network of third party publishers. COMPANY has sole discretion over the selection of publishers to the COMPANY’S Network.
  3. “Creative” means any marketing content and services created by COMPANY for use in connection with this Agreement. Creative may include Purchaser Content approved by Purchaser.
  4. “Effective Date” means the effective date set forth on an IO.
  5. “End User” means a natural person over eighteen (18) years of age in the United States who accesses the Company Network.
  6. “IO” means an insertion order signed by the Parties that references or incorporates these terms. IOs may only specify (i) the type and quantity of Traffic to be delivered, (ii) the price, (iii) the maximum spends, (iv) campaign start and end dates, and (v) Traffic delivery criteria. In case of conflict between the terms of this Agreement and the terms of any applicable IO, the terms of the applicable IO shall prevail.
  7. “Lead” means Lead Data associated with an End User.
  8. “Lead Data” means PII and other information associated with a Lead that is delivered by COMPANY to Purchaser for the purpose of enabling Purchaser to contact and market its products and services to the associated End User.
  9. “Parties” means collectively COMPANY and Purchaser.
  10. “PII” means information that: (i) identifies or can be used to identify an individual (including names, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, health data and other personal identifiers).
  11. “Purchaser Content” means banners, buttons, trademarks, trade names, logos, graphical images, text, photographs, descriptions, rates, payment terms and other advertising materials provided by Purchaser to COMPANY.
  12. “Traffic” means a Lead and/or Click delivered by COMPANY to Purchaser as specified in an IO.

  1. Leads. Purchaser may purchase Leads from COMPANY pursuant to an IO or by placing bids through the Platform. COMPANY will transmit Leads to Purchaser in a mutually agreed manner.
    1. Lead Criteria. Purchaser may specify filter criteria to be used by COMPANY to match Leads to Purchaser (“Lead Criteria”). Unless otherwise agreed by the Parties, Purchaser requested updates to Lead Criteria will take effect within three (3) days of Purchaser’s request. Changes to Lead Criteria may result in price changes.
    2. Lead Returns.
      1. Company shall not provide any refunds or credits for any reason except COMPANY will only accept the return of a Lead delivered to Purchaser that (A) fails to contain the Lead Criteria; or (B) contains clearly false information (e.g., Mickey Mouse, Santa Claus, etc.). Notwithstanding the foregoing, Leads with which Purchaser has established a contact shall in all cases be considered valid.
      2. Purchaser shall submit credit requests for invalid leads. Returned leads must include the reason for the return, all information originally sent by COMPANY to Purchaser, and any other information reasonably requested by COMPANY. Purchaser must submit all credit requests for invalid leads within three (3) business days of delivery to Purchaser and COMPANY will not accept the return of any delivered leads following that date. If COMPANY reasonably confirms the returned Lead is invalid, COMPANY will credit the appropriate amount to Purchaser.
  2. Clicks. Purchaser may purchase Clicks pursuant to an IO or through the Platform. Clicks are not subject to return.
  3. Logo and trademarks. Purchaser expressly grants COMPANY the right to sublicense the use of Purchaser’s trademarks and logos for the sole purpose of generating Traffic for Purchaser through the Platform.
  4. Creative. COMPANY may develop Creative for use on the COMPANY’S Network that may contain Purchaser Content. If Purchaser desires to discontinue or change any Purchaser Content, (i) Purchaser will provide at least fifteen (15) days written notice to COMPANY of such change and (ii) within fifteen (15) days of receiving all revised Purchaser Content, COMPANY will revise the Creative.
  5. License. During the term, COMPANY grants to Purchaser a non-exclusive, non-transferable, non-sublicensable right to use the Platform, in accordance with the terms of use and technical specifications in effect from time to time. Aside from the license granted herein, COMPANY does not grant Purchaser any other license, express or implied. Purchaser grants COMPANY a non-exclusive, non-transferable, royalty-free license to access, reproduce, display and communicate to End Users the Purchaser Content, including Purchaser’s rating content through either an integration of Purchaser’s quoting interface with COMPANY comparative platform or a third-party comparative rater. Such licenses will terminate automatically upon the termination of this Agreement.
  6. Payments.
    1. Purchaser will pay COMPANY, by wire transfer or credit card, the fees indicated on any IO or as established by Company via the Platform and such payment will be in accordance with the payment terms set forth therein. Payment shall be made by the entity that has entered into this Agreement.
    2. If Purchaser purchases Traffic through the Platform, all bids placed on the Platform are immediately binding and cannot be revoked or changed retroactively once placed. The amounts due to COMPANY will be calculated by the Platform, which is the sole and binding accounting of amounts due.
    3. Payment must be made to COMPANY prior to any products or services being delivered by COMPANY to Purchaser.  
  7. Term; Termination
    1. Term. This Agreement commences on the Effective Date found in the first Insertion Order signed by Purchaser, and continues as long as an IO is in effect. Termination under one IO shall not impact the terms, rights or obligations of the Parties under these Terms with respect to any other IO.
    2. Termination by Either Party. Either Party may terminate this Agreement immediately upon written notice if the other Party is in breach of a material term of this Agreement and fails to cure such breach (if curable) within thirty (30) days of written notice of such material breach. Either Party may terminate this Agreement at any time on forty five (45) days prior written notice to the other Party unless otherwise set forth in an IO. Notwithstanding the foregoing, in the event the number of Leads returned by Purchaser is equal to or greater than five percent (5%) of Leads delivered by COMPANY in any month, COMPANY may terminate this Agreement and any active IO upon three (3) days’ written notice to Purchaser
    3. Effect of Termination.  Termination of this Agreement shall not relieve Purchaser of its obligations to COMPANY in respect of services delivered prior to such termination date.
  8. Ownership. Each Party will retain all right, title and interest in and to its Confidential Information, websites, intellectual property, its source data, any data it obtains from its websites, and any creative that it develops hereunder (other than the content or intellectual property provided by the other Party). 
    COMPANY websites and Platform and all software, programming code, computerized data, hypertext language (HTML) or similar files created, generated, assembled or developed in the process of providing the Platform, methods of operation, processes, algorithms, documents, trademarks, and other intellectual property developed by COMPANY relating thereto (collectively “Property”), are the sole and exclusive property of COMPANY. In addition, as between COMPANY and Purchaser, COMPANY owns all right, title and interest in the Platform, including any future improvements and developments. Purchaser shall not and shall not attempt to copy, transfer, modify, translate, reverse engineer, decompile or disassemble the Platform, COMPANY website(s), Property, or any part thereof.
    Provided that Purchaser fulfills its payment obligations with respect to a Lead as required by the Agreement and any applicable IO, Purchaser shall have the right to use the Lead Data from such Lead for any purpose permissible under and in compliance with all applicable laws and the parties shall mutually own such Lead Data. If Purchaser rejects a Lead or fails for any reason to fulfill its payment obligations with respect to a Lead, then Purchaser shall have no rights in any Lead Data relating to such Lead, and Company shall exclusively own such Lead Data.
  9. Representations and Warranties.
    1. Each Party represents, warrants and covenants to the other Party that (i) it has all necessary rights and authority to enter into this Agreement and to grant the rights and licenses hereunder; (ii) the execution or electronic acceptance of this Agreement and the performance of its obligations hereunder do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound, and (iii) its performance hereunder will comply with all applicable federal, state and local laws and regulations.
    2. Purchaser represents and warrants that (i) it shall maintain any and all licenses, bonds, or similar items required by applicable state or federal statute or regulatory authority for the conduct of Purchaser’s business (“Required Authority”) in any jurisdiction from which Purchaser receives Traffic and that it shall notify COMPANY of the loss or expiration of any such Required Authority within three (3) business days of such loss or expiration, (ii) it owns all intellectual property rights in the purchaser content or has all rights needed to grant the licenses granted to COMPANY in this Agreement, (iii) all information contained in any Purchaser Content, including rate, payment, or product information provided to COMPANY will at all times be accurate in all respects,
    3. Except as otherwise expressly set forth in this Agreement, COMPANY provides the Platform and the services performed hereunder “AS IS” and without any warranty of any kind and assumes no responsibility or liability regarding the use, the inability to use or operate, or the results of the use and operation of the Platform or services. COMPANY DOES NOT WARRANT OR REPRESENT THAT THE PLATFORM AND SERVICES UNDER THIS AGREEMENT WILL BE PROVIDED WITHOUT INTERRUPTIONS OR SHALL BE ERROR FREE, NOR THAT THE PLATFORM OR THE SERVICES ARE OF SATISFACTORY QUALITY. COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR INTENDED PURPOSE RELATED TO THE PLATFORM OR THE SERVICES TO BE PROVIDED TO PURCHASER HEREUNDER. COMPANY IS NOT RESPONSIBLE FOR AND MAKES NO REPRESENTATION WITH RESPECT TO THE ADEQUACY OF PURCHASER’S CURRENT OR PROPOSED HARDWARE, ITS CONFIGURATION OR ITS COMPATIBILITY WITH THE PLATFORM. PURCHASER WILL NOT HOLD COMPANY OR ITS RELATED PARTIES LIABLE OR RESPONSIBLE FOR THE ACTIVITIES OF VISITORS OF ANY PURCHASER WEBSITE OR FOR ANY LOSSES WHICH MAY RESULT FROM SUCH INTERRUPTION OF AVAILABILITY OF THE SERVICES OR PLATFORM.  PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS INDEPENDENTLY DECIDED THAT THE SERVICES (INCLUDING THE PLATFORM) ARE APPROPRIATE FOR THE PURPOSES FOR WHICH PURCHASER INTENDS, AND THAT PURCHASER DID NOT RELY ON ANY SKILL OR JUDGMENT OF COMPANY IN SUCH SELECTION. 
  10. Mutual Indemnification.  Each of the parties (the “Indemnitor”) will indemnify, defend and hold harmless the other Party (the “Indemnitee”) from and against any and all claims, suits, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) related to any breach by the Indemnitor of its representations, warranties and obligations set forth herein; provided, however, that the Indemnitee (a) promptly gives written notice of such claims to the Indemnitor; (b) gives the sole control of the defense and settlement of such claims to the Indemnitor; provided, however, that the Indemnitor shall not enter into any settlement on the part of the Indemnitee without Approval of the Indemnitee; and (c) provides to the Indemnitor all reasonable assistance.
  11. Limitation of Liability. In no event will either party be liable to the other for any: consequential, indirect, exemplary, special, or incidental damages, including any lost profits, arising from or relating to this Agreement even if such party had been advised of the possibility of such damages.  COMPANY total cumulative liability in connection with this Agreement, whether in contract or in tort or otherwise, will not exceed the amounts paid by Purchaser to COMPANY pursuant to this Agreement within the ONE HUNDRED AND EIGHTY (180) day period prior to the date on which such claim arose.
  12. Confidentiality.  Neither Party shall use or disclose Confidential Information disclosed by the other Party except as expressly provided in this Agreement.  As used herein, “Confidential Information” means, with respect to each Party, all data related to the sources of a Party’s web traffic (“Source Data”), the terms of this Agreement, marketing, financial, employee, planning, technical and other confidential or proprietary information, and with respect to COMPANY, the Platform, all pricing information and any information regarding the members or performance of the COMPANY’S Network and any End User PII delivered to Purchaser in connection with this Agreement.  The obligations of the recipient of Confidential Information hereunder will terminate if such information: (a) was already lawfully known to the recipient at the time of disclosure; (b) is disclosed to the recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to the public; or (d) is independently developed by the recipient without access to or use of the other Party’s Confidential Information.  In addition, the recipient will be allowed to disclose Confidential Information of the other Party to the extent that such disclosure is (i) Approved, (ii) necessary for the recipient to enforce its rights under this Agreement, or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the recipient notifies the other Party of such required disclosure promptly and in writing and cooperates with the other Party, at the other Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
  13. No Brand Bidding. Purchaser shall not use any technique that generates organic or paid search results based on any marks of COMPANY or any brand name of COMPANY.
  15. Miscellaneous.
    1. Publicity. Neither Party may use the other Party’s names or marks without prior written approval. COMPANY may state in its marketing materials that Purchaser is a COMPANY’S Purchaser.
    2. Survival. The following Sections of this Agreement shall survive the expiration or termination of this Agreement indefinitely or in accordance with the survival periods expressly set forth therein: 9, 10, 11, 12 and 13
    3. Relationship of the Parties. The Parties’ relationship is one of independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, or employment relationship between the Parties.
    4. Assignment. COMPANY may assign this Agreement, by operation of law or otherwise, without the prior written consent of the Purchaser. Notwithstanding the foregoing, either Party shall have the right to assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of a Party’s assets, provided that the assigning Party shall promptly notify the other Party in writing of such an event and the non-assigning Party shall have the right to immediately terminate this Agreement by written notice to the assigning Party.
    5. Entire Agreement. This Agreement and IO constitute the entire agreement between the Parties regarding the subject matter hereof and supersede any other agreements or understandings (whether written or oral) between the Parties regarding the subject matter hereof.  Except as expressly provided herein, this Agreement may not be amended without the written consent of the Parties.  If there is a conflict between these terms and an IO, the IO will prevail. Notwithstanding the foregoing, these terms may only be modified in an IO if such IO includes a specific cross-reference to the section of the terms intended to be modified. Execution or electronic acceptance of any IO that references these terms shall be deemed acceptance of these terms by the Parties.
    6. Waiver.  A Party's waiver of, or failure to enforce, any right hereunder on one occasion will not be deemed a waiver of any other right on the same occasion or the same right on any other occasion.
    7. Severability.  If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.
    8. Governing Law; Venue.  This Agreement will be governed by the laws of the State of California without reference to its choice of law principles. The parties agree to submit to the exclusive jurisdiction of the state courts located in California, United States, with respect to disputes hereunder.
    9. Notifications. Any notice, Approval or other communication to the other Party under this Agreement must be submitted by email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the other Party’s contact details set forth in the IO.

[Signature Page Follows]

By signing any Insertion Order between Teamily LLC and Purchaser, Purchaser agrees to the terms and of this Technology Platform Usage Agreement as well as the “No Refunds Policy”, “Privacy Policy”, and “Terms of Service” found as hyperlinks at the bottom of teamily.com.

Let us guide you to the best lead sources, set optimal filters, and create strategies for your specific market and needs.

  • Contact
  • Legal