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The Trade Desk
Terms of Service for The Trading Academy
Last Updated: September 12, 2017
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY CLICKING ON THE “ACCEPT” BUTTON OR CHECKBOX, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS AND YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL OF THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY LEAVE THE WEBSITE.
These Terms of Service for the Trading Academy (“Terms”) are a legal contract between you and your company ("Company") and The Trade Desk, Inc. ("TD"). You represent that you are authorized to act on behalf of Company and that your acceptance of these Terms creates a legally enforceable obligation of the Company. The Terms govern Company’s and each of Company’s employees use of the eLearning Services and the Academy Platform (as each is defined below). Your access to and use of the eLearning Services and Academy Platform is conditioned on your acceptance of and compliance with these Terms. The “Effective Date” is the date of your acceptance of these Terms by clicking the “accept” button or checkbox.
For good and valuable consideration, the parties agree as follows:
1. THE TRADING ACADEMY. “The Trading Academy” is an educational program created by TD for the purpose of training media buyers in the digital marketing industry. The Trading Academy offers eLearning video curriculum, a midterm exam, and final exam with a certificate of completion awarded. Curriculum is delivered through TD’s The Trading Academy eLearning Platform (“Academy Platform”). The Trading Academy content, and providing access to such content through the Academy Platform shall be deemed the “Services.”
2.1 License Grant. Subject to Company’s payment of the applicable license fees, TD grants to Company a non-exclusive, non-sublicensable and non-transferable right to access the Academy Platform and use the functionality made available by the Academy Platform on a self-serve basis and to view “The Trading Academy.” TD, or TD’s authorized reseller, will provide each user requested by Company and authorized by TD separate login credentials, and each login includes a license hereunder for a period of 1 year (“Platform Access Term”). For purposes of clarification, each user receives a license and an individual login. Logins may not be shared with, or transferred to, any other person.
2.2 Limits. As between TD and Company, TD owns all right, title and interest in the Services, including future developments and enhancements. Aside from the license granted in Section 2.1, TD grants no other license, express or implied, and TD reserves all rights not expressly granted hereunder. Company will not attempt to circumvent any Platform security measure and Company shall not download, copy, distribute, or share any of the Services or portion thereof and Company shall not challenge any ownership or intellectual property rights of TD in any of the Services or portion thereof. Company will use the Services only for its own use and Company shall not use the Services to create a competing service.
3. OWNERSHIP AND PROHIBITIONS. As between TD and Company, TD owns all right, title and interest in the Academy Platform and the content provided via the Academy Platform, including future developments and enhancements. Aside from the license granted in Section 2, TD does not grant Company any other license, express or implied, and TD reserves all rights not expressly granted hereunder. Company (via Company’s allotted users) may use the Academy Platform and the content provided via the Academy Platform only for its own use. Company will not reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile or disassemble the Academy Platform or any portion thereof.
4. DISCLAIMER. TD MAKES NO WARRANTIES, REPRESENTATIONS, OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING SERVICES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR THE BENEFITS TO COMPANY FROM THE ACADEMY PLATFORM, OR THAT THE ACADEMY PLATFORM WILL BE ERROR-FREE, ALWAYS AVAILABLE OR OPERATE WITHOUT LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION.
5. LIMITATION OF LIABILITY. EXCEPT FOR VIOLATIONS OF SECTION 3, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORSEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
6.1 TD may terminate these Terms for Company’s material breach, if Company has failed to cure such breach within 5 days of receiving notice. In the event of termination for Company’s material breach, Company shall pay TD all amounts owed (if any) within 15 days of the date of termination of these Terms. In addition, if there are no active users, then either party may, for any or no reason, terminate these Terms upon written notice; provided however that Company will still be responsible for paying TD all amounts owed (if any).
6.2 If these Terms expires or is terminated for convenience, and there are active users under these Terms, then the Sections of these Terms corresponding to Payment, Confidentiality and Miscellaneous will survive solely for the purpose of applying to these Terms until these Terms are terminated. If these Terms are terminated for cause by TD, and there are active users under these Terms, then at TD’s option TD may either (a) terminate these Terms upon written notice to Company; or (b) allow the Sections of these Terms that correspond to Payment, Confidentiality and Miscellaneous to survive solely for the purpose of applying to these Terms until these Terms terminate.
7. Indemnification. Company shall indemnify, defend and hold harmless TD and its directors, officers, employees and agents, its and their respective successors, heirs and assigns (the “TD Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by the TD Parties in connection with any third party claim arising out of or relating to any allegation that would constitute Company’s breach of these Terms. TD will provide Company with prompt notice of any claim (provided that the failure to promptly notify shall only relieve Company of its obligation to the extent of material prejudice from such failure), and provide assistance reasonably necessary to defend such claim. Company will not enter into a settlement that would result in liability to the TD without the TD’s prior written consent.
8. Confidentiality. “Confidential Information” means any information relating to or disclosed in the course of these Terms, which is or should be reasonably understood to be confidential. For purposes of clarification, the content of The Trading Academy is TD’s Confidential Information. These Terms are the Confidential Information of each party (not to be disclosed by a party without the written consent of the other). The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only for the purpose of fulfilling its obligations under these Terms. The receiving party will promptly return or destroy the other party’s Confidential Information upon request of the other party. “Confidential Information” under these Terms does not include information that (a) is or becomes part of the public domain through no fault of the receiving party; (b) was already in possession of the receiving party; or (c) was independently developed by the receiving party without violation of this Section. The receiving party may disclose Confidential Information if required to do so by law, if the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure.
These Terms cannot be assigned without written consent of the non-assigning party, except that TD may assign these Terms (a) to an acquirer of substantially all of that party’s assets, stock or business by sale, merger or otherwise or (b) to a corporate affiliate. If any provision of these Terms is unenforceable, that provision shall be re-interpreted to be as close to the parties’ intent as legally possible and the validity of the remaining provisions will not be affected. Any claims (in court or arbitration) must be brought in the initiating party’s individual capacity and not as a plaintiff or member in any class action or other similar proceeding. A party’s failure or delay to exercise any right will not operate as a waiver, nor will any single or partial exercise of any such right preclude any other exercise or the exercise of any other right, power or remedy. these Terms are governed by the California state law, excluding conflicts of laws principles. Any action arising under or related to these Terms will be resolved in the state or Federal courts (and the parties hereby consent to personal jurisdiction) in the County of Los Angeles, CA. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees.