Terms and Conditions

Certain of the Services or portions of the Site may require you to register for an account ( “Account” ), becoming a “Registered User”. As part of the Account creation process, you may be asked to provide a username and password unique to the Account ( “Login Information” ). You are responsible for the confidentiality and use of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individual with express authority to act on your behalf. If you suspect any unauthorized use of your Account, you agree to notify us immediately. You are solely responsible for any activities occurring under your Account. You have no ownership right to your Account. If you are registering an Account as the authorized user of an organization, that organization may have administrator rights to access your account and any information provided under your Account.

If you register for the Services on behalf of an organization, you may grant access to the Services to certain authorized users, subject to the limits of any plan for which you enroll. We may require that each authorized user have unique Login Information. When registering for an Account and accessing the Services, you represent or warrant that the information you enter for your organization is correct. You acknowledge and agree that (i) the organizational account owner is responsible for all activity under authorized user accounts and (ii) organizational administrators may have access to all activity/data under all authorized users’ accounts.

The Services include a platform that gives users the ability to, among other things, upload, segment, and monetize data the user owns or controls ( “Audience Data”, with the platform referred to herein as “AudiencePlay” ). Audience Data may include unique identifiers you use to tag Audience Data such as hashed emails, hashed mobile numbers, cookies, advertising IDs, etc. ( “Digital Identifiers” ).

Although as between us, you own the Audience Data you upload to the Services, as described below, you acknowledge and agree that we may use proprietary processing, algorithms, and other data to supplement, draw connections between, or infer unique digital identifiers to tag Audience Data on an anonymous basis (the “Deduced Identifiers” ).

A central feature of the Services is the “Central Map”, which is a database of consolidated identifiers in digital format that we maintain, own, and process. The Central Map includes Digital Identifiers and Deduced Identifiers. When you use our Services, you acknowledge and agree that we will process, deduce, and/or include any Digital Identifiers you upload as part of the Central Map and generate Deduced Identifiers from such Digital Identifiers. You further acknowledge and agree that, even if the underlying Audience Data is removed from the Services, the process of generating Deduced Identifiers cannot be undone, and as between us, we own the right to all Deduced Identifiers.

The Services include a multi-channel digital advertising and targeting platform that gives users certain features and functionalities relating to digital marketing and the operation of digital advertising campaigns (“AudiencePrime”).

We own all legal right, title and interest in and to the Site and Services, including any intellectual property rights which subsist in the Site or Services, whether those rights happen to be registered or not, and wherever those rights may exist. You have no right to use any of our trade names, trademarks, service marks, logos, domain names or other intellectual property.

If you submit to us solicited or unsolicited ideas, proposals, or suggestions to improve the Services or our business, (collectively, “Feedback”), we consider such Feedback to be non-confidential and non-proprietary, and you grant us and our affiliates a perpetual, nonexclusive, irrevocable, royalty-free, sublicensable and transferable worldwide license to all intellectual property rights you own or control to use, transmit, reproduce, commercialize, distribute, modify, create derivative works from, and otherwise exploit such Feedback for any and all purposes and without further notice to you, attribution, and without the requirement of any permission or payment to you or any other person or entity. You also authorize and appoint us as your attorney in fact and agent with full power to enter into and execute any document or undertake any action we may consider appropriate to use or enforce the grant of rights and waivers set forth in these Terms.

We do not claim ownership rights in content which is content generated solely by you and expressly defined as not including Feedback, including Audience Data (hereafter, “User Content”). However, by submitting User Content through the Services, you grant us (and our affiliated third-party websites and their operators) a license to fully enable us (and affiliates) to use any information or User Content you supply us to provide the Services to you. You represent and warrant to us that (i) you have all right, power, and authority necessary to grant us the above licenses to User Content, including the consent under all applicable law of any third party whose personal information is embodied or included in the User Content (ii) your use of the User Content does not violate any rights of any person or entity, and (iii) you have no agreement with or obligations to any third party that would prohibit your use of the Site or Services in the manner so used. You agree to pay all royalties, fees, and any other monies owing to any person or entity by reason of any User Content posted by you to the Site or through the Services.

You are authorized to access the Site for the sole purpose of viewing and using the Services on your computer or device. We authorize you to copy materials from the Services to your hard drive solely for the purpose of viewing and using the Services on your computer.

Unless otherwise expressly provided in an Additional Terms of Use, you may not decompile, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site, the Services, or any data thereon. You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Site or its content without our prior written permission. Your failure to abide by these conditions will immediately terminate your right to access the Site or to use the Services and may violate our intellectual property rights or the intellectual property rights of third parties.

The Site may contain links to websites we do not operate, control, or maintain ( “Third Party Websites” ). We do not endorse any Third Party Websites, and we make no representation or warranty in any respect regarding the Third Party Websites. Any links to Third Party Websites on the Site are provided solely for your convenience. If you do access any Third Party Websites, you do so at your own risk and waive any and all claims against us regarding the Third Party Websites or our links thereto.

You agree not to use the Site or the Services to take any action or actions that (including with respect to any User Content): (i) are patently offensive in any manner (as determined in our sole discretion), (ii) are contrary to our public image, goodwill, or reputation, (iii) infringe on our or any third party’s intellectual property rights, (iv) violate any law or any third party’s legal rights, (v) “frame” or “mirror” any part of the Site without our prior written consent, (vi) export any part of the Services or the underlying software to any person or entity in violation of applicable law, or (vii) create any derivatives of the Site or the Services. You also agree to maintain the accuracy of any information you provide to us and update any such information as necessary.

We will not: (i) knowingly use Audience Data or any other information provided by you to re-identify individuals without obtaining the relevant individual’s express opt-in consent as well as your explicit consent, (ii) knowingly attempt to merge Audience Data with personally-identifiable information or personal data held by a third party without obtaining the relevant individual’s express consent as well as your explicit consent, other than merging Digital Identifiers in the Central Map, (iii) disclose any Audience Data to third parties except (a) as necessary in providing the Services to you or (b) otherwise mentioned in these Terms.

Each of us ( “Receiving Party” ) may learn, receive, or have access to certain Confidential Information from the other ( “Disclosing Party” ). “Confidential Information” means any information, technical data, or know-how, whether or not a statutory “trade secret” of the Disclosing Party, including, but not limited to, that which relates to research, product plans, intellectual, products, services, customers, employees, documents, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, or finances of the Disclosing Party. The foregoing notwithstanding, Confidential Information shall not include any information which: (i) is already known by means not subject to a confidentiality obligation of the Receiving Party at the time disclosed by the Disclosing Party; (ii) is or becomes available through public sources apart from any unauthorized disclosure by the Receiving Party; (iii) is obtained by the Receiving Party from a third party who has the right to disclose the same, or (iv) is independently derived by Receiving Party without recourse to any of the Confidential Information.

During the term of these Terms and at all times thereafter, the Receiving Party shall protect any Confidential Information received from the Disclosing Party: (i) by limiting use and disclosure of the same to its employees, and/or authorized agents or independent contractors to the extent necessary for them to perform the Receiving Party’s obligations in these Terms; and (ii) by exercising reasonable care to prevent unauthorized use or disclosure, which shall in no event be less than the same degree of care it uses to protect its own information of like importance from unauthorized use or disclosure

Notwithstanding the foregoing, either party may disclose Confidential Information received hereunder: (i) pursuant to a mandatory discovery request, disclosure requirement, subpoena, court order or other order of a court, tribunal or government agency received by a party, in each case, only after the party receiving the same has given prompt written notice thereof to the Disclosing Party; or (ii) other than Audience Data received by us, to the Receiving Party’s own legal counsel or independent accountant who have a need to know such Confidential Information. In each of (i) and (ii) of this paragraph, the Receiving Party shall (a) consult with the Disclosing Party prior to the disclosure of any Confidential Information, and (b) cooperate in good faith with the Disclosing Party, at the Disclosing Party’s expense, with any reasonable effort to resist the production of Confidential Information, including obtaining a protective order or defending a motion to compel the production of Confidential Information.

You agree that we have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Site and Services, and related systems (for example, anonymous and aggregated information concerning user behavior and use of the Services), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site Services and for other development, diagnostic and corrective purposes in connection with the Site and Services and other of our offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

We may require Services to be paid for on a recurring basis ( “Subscription Services” ) or on an as-used basis ( “A La Carte Services” and, together with the Subscription Services, “Paid Services” ). We have the right to change, delete, discontinue or impose conditions on Paid Services or any feature or aspect of a Paid Service. Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes as set forth in your Account settings or as otherwise agreed in writing ( “Subscription Fee” ). A La Carte Services may subject you to fees charged per usage and/or terms. By using an A La Carte Service, you agree to pay the fees and any taxes incurred at the time of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid Service Fees” ).

Paid Service Fees may be paid by credit card, debit card, or other payment forms we may permit. If you link a debit or credit card to your Account, you authorize us to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card.

Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the 1st of every month until cancelled. You may cancel a Subscription Service at any time from your Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.

Certain features, such as AudiencePlay, may be offered in a cloud-hosted or on-premise solution, and may be subject to various usage requirements and limits as set forth on the Services, such as a maximum number of API calls, or may carry implementation or other fees.

We respect the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA” ) provides a complaint procedure for copyright owners who believe that website material infringes their rights under U.S. copyright law. If you believe that your work has been improperly copied and posted on the website, please provide us with the following information: (i) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on his/her behalf; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where on the Site the material that you claim is infringing is located; (iv) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (v) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. These requirements must be followed to give us legally sufficient notice of infringement. Send copyright infringement complaints to the following email address: legal@digitalkites.com. We suggest that you consult your legal advisor before filing a DMCA notice with our copyright agent. There can be penalties for false claims under the DMCA.

You agree that the Services are available on an “as is” basis, without any warranty, and that you use the Services at your own risk. We disclaim, to the maximum extent permitted by law, any and all warranties, whether express or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) warranties against infringement of any third party intellectual property or proprietary rights, (c) warranties relating to delays, interruptions, errors, or omissions in the Services or on the Site, (d) warranties relating to the accuracy or correctness of data on the Services, and (e) any other warranties otherwise relating to our performance, nonperformance, or other acts or omissions.

We do not warrant that the Site or the Services will operate error-free or that the Site is free of computer viruses and/or other harmful materials. If your use of the Site or the Services results in the need for servicing or replacing equipment or data, we are not responsible for any such costs.

Some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

Any liability we have to you in connection with these Terms, under any cause of action or theory, is strictly limited to, in aggregate for all violations, the amount paid to you by us for your use of the Services in the six month period immediately preceding the events giving rise to the claim. Without limiting the previous sentence, in no event shall we or any of our affiliates be liable to you for any indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or in connection with, these Terms. The foregoing limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we or our affiliates have been advised of the possibility of such damages.

You agree to indemnify and hold us harmless for any breach of security or any compromise of your Account.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, partners, agents, and employees from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees (collectively, “Claims” ), made by any third party due to or arising out of your use of the Site and Services in violation of these Terms, any breach of the representations and warranties you make in these Terms, or your User Content. You agree to be solely responsible for defending any Claims against or suffered by us, subject to our right to participate with counsel of our own choosing.

Either of us may terminate these Terms at any time. If you wish to terminate these Terms, you must follow the process set forth on the Services to terminate your Account. Upon termination, all rights, licenses, and authorization granted by either of us hereunder will terminate, and we will stop using and distributing Audience Data (other than the Digital Identifiers included in the Central Map) within thirty days of termination, and you will lose access to the Services immediately. Any amounts owed by either of us through the date of termination will be paid to the other within 7 days following termination.

You agree to maintain records and statements reflecting all operations transacted under these Terms while these Terms are in force and for the three (3) years following termination. You agree to permit us and our representatives and agents to audit, examine, and make copies, excerpts, and transcripts from all records and statements to ensure your compliance with these Terms. If our audit reveals an underpayment from you, you agree that you will promptly submit the amount of the underpayment.

Certain activities on the Services may require you to make an electronic signature. You understand and accept that an electronic signature has same legal rights and obligations as a physical signature.

If you have an Account, you agree that we may provide you any and all required notices electronically through your Account or other electronic means. You agree that we are not responsible for any delivery fees charged to you as a result of your receipt of our electronic notices.

These Terms shall be governed by the laws of India and the courts at Hyderabad shall have exclusive jurisdiction relating to any matter or issue under or pursuant to these Terms. Notwithstanding anything to the contrary, if any dispute, disagreement, or difference (collectively, “Dispute” ) arises in relation to these Terms or your use of the Services, then the Dispute shall be referred to a sole arbitrator who shall be appointed mutually by us. It is expressly agreed that in any circumstance, the appointment of the sole arbitrator as aforesaid shall be and shall always deemed to be the sole means for securing the appointment or nomination of the sole arbitrator, without recourse to any other alternative mode of appointment of the sole arbitrator. The place of the arbitration shall be Hyderabad and the arbitration proceedings shall be governed by the Indian Arbitration & Conciliation Act, 1996 (or any statutory re-enactment thereof, for the time being in force) and shall be in the English language. The award shall be binding on us subject to the applicable laws in force and the award shall be enforceable in any competent court of law.

Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

We may assign, transfer, delegate, or otherwise hypothecate our rights under these Terms in our sole discretion. If we fail to enforce a provision of these Terms, you agree that such a failure does not constitute a waiver to enforce the provision (or any other provision hereunder). If any provision of these Terms is held or made invalid, the invalidity does not affect the remainder of these Terms. We reserve all rights not expressly granted in these Terms and disclaim all implied licenses.