ventura-ecosystem-partner-terms

Last Updated: January 7, 2026

These Ventura Ecosystem Partner Terms (these “Terms”) govern participation in the Program and are incorporated into and made part of the Ventura Ecosystem Partner Agreement entered into by TTD and Company. Any capitalized terms used but not defined in these Terms have the meaning ascribed to them in the Partner Agreement.

1. Definitions

“Confidential Information” means any information relating to or disclosed in the course of the Agreement, which is marked confidential or should be reasonably understood to be confidential.

“OpenAds” means an auction wrapper offered by TTD and its affiliates.

“OpenPass” means the single sign-on service made available by TTD and its affiliates.

“OpenPath” means the buy- and sell-side solution which enables direct connections between advertisers and a publisher’s ad server made available by TTD and its affiliates.

“Program” means TTD’s Ventura ecosystem partner program.

“TTD” means TTD Platform Systems, LLC.

“UID2 and EUID” means TTD’s and its affiliates’ identity solutions.

“Ventura Ecosystem Marks” means tradenames, trademarks, service marks, logos, and brands relating solely to the Program and provided to Company by TTD.

“Ventura Ecosystem Services” means UID2 and EUID, OpenPath, OpenPass, and OpenAds, each as provided by TTD or its affiliates and each as subject to separate and additional terms and conditions.

2. Program

In order to participate in the Program, Company must use best efforts to implement the Ventura Ecosystem Services within 180 days after the Effective Date and must use and continue using the Ventura Ecosystem Services for the duration of the Agreement (“Program Requirements”). By agreeing to these Terms and meeting the Program Requirements, TTD may, in its sole discretion, deem Company to be a “Ventura Ecosystem Partner” and will provide Company the Ventura Ecosystem Marks, which Company may use in accordance with TTD’s brand guidelines.

3. Licenses

3.1 License to TTD. Company grants to TTD a perpetual, irrevocable, worldwide, fully paid-up, royalty-free right and license to use Company’s name, logo, and marks on TTD’s website and in other materials relating to the Program.

3.2 License to Company. If TTD determines that Company has met the Program Requirements, then TTD will grant to Company a worldwide, fully paid-up, royalty-free, non-exclusive, non-sublicensable, revocable (in accordance with the Agreement), and non-transferable right and license to use and display the Ventura Ecosystem Marks solely on Company’s website and in Company’s marketing materials related to the Program in accordance with TTD’s brand guidelines (the “TTD License”) for the duration of the Agreement.

3.3 Feedback. Company agrees that any suggestions, comments, improvements, ideas, enhancement requests, or other feedback Company provides to TTD or TTD’s affiliates (“Feedback”) is provided voluntarily, and TTD and TTD’s affiliates may use Feedback without compensation, accounting, attribution, or obligation of confidentiality to Company. Company grants to TTD and TTD’s affiliates a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable right and license to use and otherwise exploit for any purpose the Feedback and agrees that TTD will own all rights in anything TTD or TTD’s affiliates develop based on or incorporating the Feedback.

4. Representations and Warranties; Ownership; Disclaimer

4.1 Representations and Warranties. Company represents and warrants that: (a) Company has the ability, capacity, and authority to agree to the Agreement; (b) Company has obtained any and all necessary rights, licenses, consents, and approvals to perform under the Agreement; (c) in connection with Company’s performance under the Agreement, Company must not act in any manner that conflicts with or interferes with any existing commitment or obligation Company may have; (d) Company has not previously entered into any agreement that would interfere with Company’s performance under the Agreement; and (e) Company must comply with applicable laws, rules, and regulations relating to Company’s performance under the Agreement.

4.2 Ownership. As between Company and TTD, TTD owns all right, title and interest in and to the Program and the Ventura Ecosystem Marks, including future developments and enhancements. Aside from the licenses granted in the Agreement, TTD does not grant Company any other license or rights, express or implied, and TTD reserves all rights not expressly granted under the Agreement.

4.3 Disclaimer. TTD MAKES NO WARRANTIES, REPRESENTATIONS, OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING SERVICES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE BENEFITS TO COMPANY FROM THE PROGRAM OR VENTURA ECOSYSTEM MARKS, OR THAT THE PROGRAM OR VENTURA ECOSYSTEM MARKS WILL BE ERROR-FREE OR ALWAYS AVAILABLE.

5. Confidentiality

A party to the Agreement that receives Confidential Information from the other party must use the same care to protect the Confidential Information as the receiving party uses for its own similar information, but in no event less than reasonable care, and must use Confidential Information only for the purpose of fulfilling its obligations under the Agreement. The receiving party must promptly return or destroy the other party’s Confidential Information upon request of the disclosing party. Confidential Information 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 or received by the receiving party without violation of this Section. The receiving party may disclose Confidential Information if required to do so by applicable law, but only if the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure. The Agreement and TTD’s brand guidelines are TTD’s Confidential Information.

6. Indemnification

Company must indemnify, defend, and hold harmless TTD, its affiliates, and its and its affiliates’ directors, officers, employees, and agents, its and their respective successors, heirs, and assigns (the “TTD Parties”) against any liability, damage, loss, or expense (including reasonable attorneys’ fees and costs) incurred by the TTD Parties in connection with any claim arising out of or relating to Company’s use of the Ventura Ecosystem Marks, Company’s participation in the Program, the license Company grants under the Agreement, or any allegation that would constitute Company’s breach of the Agreement.

7. Limitation of Liability

IN NO EVENT WILL TTD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR MULTIPLE DAMAGES, OR ANY LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING FROM OR RELATED TO THE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER OR NOT SUCH DAMAGES ARE FORSEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL TTD’S AGGREGATE MONETARY LIABILITY FOR ALL CLAIMS UNDER THE AGREEMENT EXCEED $20 USD.

8. Term; Termination

8.1 Termination. Either party may terminate the Agreement at any time upon written notice to the other party and TTD may suspend or revoke the license TTD provides to Company under the Agreement, or Company’s participation in the Program, at any time.

8.2 Effect. Following termination of the Agreement, TTD’s suspension or revocation of the license TTD provides to Company under the Agreement, or Company’s suspension or revocation of Company’s participation in the Program, Company must immediately cease any and all use of the Ventura Ecosystem Marks and holding itself out as a Ventura Ecosystem Partner. All provisions of the Agreement that expressly or by their nature should survive termination or expiration of the Agreement, including those relating to confidentiality, intellectual property, indemnification, and limitation of liability, will survive termination of the Agreement.

9. Miscellaneous

9.1 Governing Law; Disputes. The Agreement is governed by the law of the State of California, excluding conflicts of laws principles. Any action arising under or relating to the Agreement must be resolved in the state or federal courts in the County of Los Angeles, California, and TTD and Company each consent to personal jurisdiction in those courts. The prevailing party to any court-adjudicated decision is entitled to recover all reasonable fees, costs, and expenses of enforcing its rights under the Agreement, including reasonable attorneys’ fees. 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.

9.2 Access. TTD reserves the right to modify the Program and the Ventura Ecosystem Marks, or to suspend or stop providing all or portions of the Program, at any time. TTD is not responsible for any loss or harm related to any inability to access or use the Program or the Ventura Ecosystem Marks.

9.3 Publicity. Neither Company nor TTD will make any public statement relating to the Agreement without the prior written approval of the other party, except that TTD may include Company’s name and logo in its marketing and promotional materials and customer lists and, if TTD accepts Company into the Program, Company may use the Ventura Ecosystem Marks in accordance with the Agreement and TTD’s brand guidelines.

9.4 Costs. Company is solely responsible for all costs and expenses Company incurs in connection with the Program.

9.5 No Waiver. A party’s failure or delay to exercise any right under the Agreement will not operate as a waiver, nor will any single or partial exercise of such right preclude any other exercise or the exercise of any other right, power, or remedy.

9.6 Force Majeure. Neither Company nor TTD is liable for failure or delay in performing its obligations under the Agreement due to causes beyond its reasonable control, including acts of God, terrorism, war, riots, fire, earthquake, flood, pandemic, or degradation or failure of third-party networks or communications infrastructure.

9.7 Entire Agreement. The Agreement (including, for purposes of clarity, these Terms) set forth the entire understanding and agreement between TTD and Company relating to the Program and supersede all other agreements between TTD and Company relating to the Program, provided, however, the Agreement does not supersede the separate and additional terms and conditions applicable to each of the Ventura Ecosystem Services. No additional terms that Company includes in an order form, insertion order, or similar document will be of any force and effect unless TTD expressly agrees in writing signed by authorized representatives of each party to have those terms supersede the Agreement.

9.8 Notices. Notices under the Agreement must be in writing and are effective when: (a) delivered personally; (b) received from a nationally-recognized next-day courier service; (c) sent by email; or (d) if to Company, after TTD posts on its website.

i. Notices to TTD must be sent to the following address: TTD Platform Systems, LLC, 42 N. Chestnut Street, Ventura, CA 93001, Attention: Chief Legal Officer; or Legal@thetradedesk.com.

Ii. Notices to Company must be sent to the email or street address Company has provided or by posting on TTD’s website.

9.9 Amendment. TTD may update these Terms at any time by providing Company notice in accordance with these Terms. Unless TTD says otherwise in its notice, the amended Terms will be effective immediately, and Company’s continued use of the Program and Ventura Ecosystem Marks after TTD provides such notice will confirm Company’s acceptance of the changes. If Company does not agree to the amended Terms, Company must immediately stop using the Ventura Ecosystem Marks and participating in the Program.

9.10 Assignment. Company cannot assign the Agreement without TTD’s written consent.

9.11 Interpretation. References to a Section include all its subsections. The Section headings are for convenience only and will not affect how the Agreement is construed. Unless the Agreement refers specifically to “business days,” all references to “days” mean calendar days. The words “include,” “includes,” and “including” mean “including without limitation.” If any provision of the Agreement is unenforceable, that provision is deemed severable from the Agreement and the validity and enforceability of the remaining provisions will not be affected.