The Trade Desk Reseller Advertising Terms

Last updated: 6/16/2026

These Global Value Added Reseller Customer Terms of Use (these “Terms”) are incorporated into and made part of the Trade Desk Reseller Advertising Agreement or other partnership agreement entered into between TD and Company (collectively with these Terms, the “Agreement”). Any capitalized terms used but not defined in these Terms have the meaning ascribed to them in the Reseller Advertising Agreement.

1. CERTAIN DEFINITIONS.

1.1 “Customers” means any customer, referred by TD or otherwise, that contracts to access the Services through Company pursuant to the terms and conditions set forth in this Agreement.
1.2 “Fees” means the fees shown or described in this Agreement and the fees shown in the Platform user interface for any additional optional features and services that Company or any Customer uses.
1.3 “Inventory Partners” means the third parties who make inventory available for purchase through the Platform.
1.4 “Media Spend” means the cost of all ad inventory purchased and data licensed by or on behalf of Company or any Customer through the Platform.
1.5 “Platform” means the TD proprietary hosted software platform.
1.6 “Services” means the services and functionality provided by TD via the Platform, including any campaign management services, tags and pixels, APIs, and any other services provided by TD from time to time.
1.7 “Total Cost” means Media Spend plus any applicable Fees.

2. RESELLER SERVICES.

2.1 Reseller Authorization. Subject to and conditioned on Company’s compliance with the terms and conditions of this Agreement, and for the Term of this Agreement, TD hereby appoints Company as an authorized reseller of access to TD’s Services as part of TD’s reseller program (the “Reseller Program”) in the Territory. This appointment is non-exclusive and is intended to enhance and ensure customer service levels for certain Customers through the Reseller Program. At any time and in TD’s sole discretion, TD may at any time appoint additional authorized resellers in the Territory or otherwise. Additionally, for the avoidance of doubt, nothing herein shall limit TD’s ability to grant any other rights to access and use the Platform or Services to any other parties or to otherwise conduct TD’s business. Company hereby accepts TD’s appointment as an authorized reseller under this Agreement and agrees to be bound by all of the terms and conditions set forth herein. Further, during the Term, TD grants Company (a) a limited, non-exclusive, non-transferable, revocable and non-sublicensable right to demonstrate and market the Services to any prospective Customers in the Territory, provided that Company obtains TD’s prior written approval before engaging in any such demonstration; and (b) a limited, non-exclusive, revocable and non-transferable authorization to grant the right to Customers in the Territory to access and use the Platform and Services in accordance with the Terms of Use (defined below). Company shall not grant any Customer the right to access and use the Platform or Services as part of any bundled grant or license of products without TD’s prior written consent (which may be provided in TD’s sole discretion), and subject to Section 2.8, shall only resell the Services to Customers for use by Customers on a self-service basis. This authorization and the appointment set forth in this Section 2.1 above are solely for the benefit of Company and not for any of Company’s affiliates. Subject to the terms of this Agreement, including, but not limited to, compliance with all applicable laws, Company shall not be restricted from reselling access to the Platform in response to unsolicited requests from Customers located outside the Territory, provided that such responses do not involve active marketing or solicitation.

2.2 Terms of Use. Prior to, and for the duration of, any Customer’s use of the Services, Company shall ensure that each Customer agrees to abide by and be bound to the Reseller Customer Terms of Use set forth at https://www.thetradedesk.com/legal/global-reseller-customer-terms-of-use (or a successor URL) (the “Terms of Use”) as such terms may be updated by TD from time to time, in its sole discretion. The Terms of Use shall be a direct agreement between TD and Customer, and Company will ensure that it obtains a legally enforceable agreement to the Terms of Use from each Customer. TD may update the Terms of Use from time to time and shall provide notice to Company or Customer for any substantive updates to the Terms of Use by email or a notification posted to a Customer’s Platform account. If TD provides notice of an update to the Terms of Use to Company, Company shall promptly and in accordance with any instructions from TD, pass through any updates to the Terms of Use to each Customer. Company shall ensure that TD is an express third-party beneficiary to any contractual agreement between Company and any such Customer relating to use of the Platform and Services (any such agreement, a “Customer Agreement”). Company’s use of the Services, and provision of any support to Customers, including any agency managed services, in connection with this Agreement, shall at all times be in compliance with and subject to the terms and conditions of the Terms of Use (including all terms applicable to Customers under such Terms of Use). Company shall immediately notify TD if Company becomes aware of or reasonably suspects any breach of the Terms of Use. Company shall be liable for the actions, omissions and obligations of any Customer, including any breach of the Terms of Use by a Customer. Company shall promptly notify TD if Company or any applicable Customer terminates a Customer Agreement. Further, Company shall not upload any data in its own capacity or on behalf of any Customer to any Customer account.

2.3 Services Usage. Company will obtain and maintain throughout the Term (and hereby grants to TD) all rights and permissions reasonably necessary to buy inventory on any Customer’s behalf (and on behalf of any client), perform tracking and analytics, and store and serve ads. Company is solely responsible for all activity and payments owed under its account(s). In some cases, a Customer may be buying inventory on behalf of other clients, in which case reference to Customer in this Agreement shall refer collectively to Customer and such clients. To the extent that Company requests TD’s help to use the Services, Company, on behalf of itself and any Customer, consents to the actions that TD performs on its behalf. Company retains sole responsibility for such assisted use of the Services and for its provision of agency-managed services to Customers to the extent permitted under this Agreement. Company hereby acknowledges that the Services made available to Company and Customers hereunder by TD shall not include any TD “Managed Services” meaning any TD-managed activities such as campaign management or purchasing advertising on behalf of Company or its clients. Company’s use of any data provided to Company in the course of the Company’s provision of the Services to any Customer under the Reseller Program must be in compliance with the Terms of Use, and any data made available to Company about any Customer account may only be used by Company to provide the Services to any Customer under the Reseller Program, and for no other purpose. Company shall use commercially reasonable efforts to move any agency-managed service Customers operating under this Agreement to self-service under this Agreement within twelve (12) months of onboarding.

2.4 No Franchise Relationship. Nothing contained in this Agreement creates any franchise, dealership, agency, or business opportunity (each, a “Franchise”) relationship between the parties. Company acknowledges that it does not and will not offer or sell any Services under a business plan, marketing plan, or any other system prescribed by TD, and that Company shall ultimately provide Customers with access to the Services at prices determined by Company. If any provision of this Agreement is deemed to create a Franchise relationship, or Company alleges such a relationship with TD arising out of or in connection with this Agreement, TD may immediately terminate this Agreement. Without prejudice to the foregoing or any other provision in this Agreement, Company hereby waives and relinquishes to the full extent permissible under applicable law any rights or claims under Franchise or similar laws arising out of or in connection with this Agreement.

2.5 Brand Elements License. TD grants to Company a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free right to use the trademarks, service marks, names, logos or other marketing collateral provided by TD for use under this Agreement (the “Brand Elements”) solely for purposes of marketing and granting the right to access to TD’s Services in connection with the Reseller Program and subject to the terms and conditions set forth herein. Company shall comply with any written guidelines provided by TD relating to appropriate use of the Brand Elements, as may be updated from time to time upon notice by TD. Company shall provide notice to TD and receive TD’s consent, to be provided in TD’s sole discretion, prior to any use by the Company of the Brand Elements. TD reserves all rights not granted herein, including but not limited to the right to use, or license others to use, the Brand Elements in connection with any and all activities, products, services and/or purposes. Immediately upon termination of this Agreement, Company will purge such Brand Elements from all materials anywhere. Any use by Company of the Brand Elements (including any goodwill associated therewith) shall inure to the benefit of TD. Company shall maintain and allow TD to monitor the quality of workmanship associated with Company’s use of the Brand Elements and TD may terminate this license to Company to use such Brand Elements if, in TD’s sole discretion, such quality of usage falls below TD’s own levels or breaches this Agreement. TD makes no representation or warranties as to the registration status of its tradenames or trademarks. Company shall notify TD of any infringement or appropriation of the Brand Elements that Company becomes aware of during the Term of this Agreement.

2.6 Feedback. Any suggestions, comments, improvements, ideas, enhancement requests or feedback provided by Company to TD relating to TD’s business, the Platform, the Services or any other services or products of TD (collectively, “Feedback”) are provided voluntarily. Company agrees that all Feedback may be used by TD without compensation, accounting or attribution to Company, and Company grants a perpetual, irrevocable, fully paid up right and license to fully exploit the Feedback in any form or manner.

2.7 Reservation of Rights. Aside from the rights granted herein, neither party grants the other any other right, express or implied, and each party reserves all rights not expressly granted hereunder.

2.8 Prior Agreement. For the avoidance of doubt, this Agreement is intended to cover any of Company’s Customers self-service usage of TD’s Services. Company and TD entered into a prior agreement, which covered Company’s provision of agency managed services to its clients using TD’s Services, if applicable. For the avoidance of doubt, the parties acknowledge that each of the Prior Agreement and this Agreement operate independently, and no services shall be provided under both agreements simultaneously unless expressly agreed in writing. Further, a breach by Company or TD of the terms of this Agreement shall not be deemed a breach of the Prior Agreement and, likewise, a breach by Company or TD of the Prior Agreement shall not be deemed a breach of this Agreement. If, at any time, an agency-managed services client under the Prior Agreement wishes to run self-service on TD’s Services under this Agreement, such Customer shall be required to be bound by the terms of the Customer Agreement, including, the Terms of Use incorporated therein as set forth in Section 2.2 of this Agreement. Company agrees that it shall never enable, set-up or allow any clients or Customers to operate or be set-up under the Prior Agreement and this Agreement at the same time.

2.9 Adding Affiliates. Company Affiliates may enter into affiliate adopting agreements to become a direct reseller of TD (or a TD Affiliate). Company will be responsible for the actions and obligations of any such Affiliate. “Affiliate” means, with respect to a party, an entity that such party directly or indirectly controls, is controlled by or is under common control with.

3. PAYMENT AND TAXES.

3.1 Credit, Invoices and Payments. TD reserves the right (i) to determine, modify or terminate the amount of any credit that it extends to Company at any time and (ii) to run a credit check on Company at any time during the Term. Company will provide all information and authorizations TD reasonably requests in connection with any such credit check. Company will pay all amounts accrued hereunder by Company and Customer each calendar month. Each month, TD will provide Company its invoice for all amounts owed for the previous calendar month. Unless the parties agree otherwise in writing, TD will invoice and Company will pay in US dollars. For any invoice that is not paid in full within 45 days of the invoice date, TD reserves the right to (a) charge interest of 2% per month (or the maximum allowed by law, whichever is lower), and (b) if Company does not pay an overdue invoice in full within 5 days of receiving a notice of nonpayment, suspend Services or terminate this Agreement immediately upon notice to Company. If Company chooses to pay its invoice via credit card, Company shall pay an additional 3% convenience fee on all such amounts. Any wire or other fees associated with payment of invoices is the sole responsibility of Company. All payments due under this Agreement shall be made without setoff or deduction. For the avoidance of doubt, all invoices for all Customer accounts shall be invoiced to and paid by Company according to the terms herein and Company is responsible for paying all invoiced amounts.

3.2 Credit Check Requirements. Prior to onboarding any Customer and allowing any Customer to access TD’s Platform, Company shall conduct a credit assessment of such Customer that is consistent with or exceeds the standards set forth on Exhibit A hereto. Company shall retain all documentation associated with such credit assessment and shall, if requested by TD, make such documentation available to TD for review. Company’s review of any materials provided by Customers in connection with any credit assessment shall be conducted according to industry best practices.

3.3 Taxes. All Fees and other amounts due under this Agreement are exclusive of sales, service, use, consumption, value-added, goods-and-services, business and any similar taxes (collectively, “Transaction Taxes”). Company shall self-assess any applicable Transaction Taxes through a reverse-charge or similar mechanism, to the extent required or allowed under applicable law. Company shall timely remit any self-assessed Transaction Taxes to the relevant government authority and shall provide TD with documentary evidence of such remittance acceptable to TD. In the event that Company does not self-assess any such Transaction Taxes, Company shall indemnify and hold harmless TD against such Transaction Taxes and any applicable interest or penalties. If no reverse-charge or similar mechanism is required or allowed and TD is required to charge applicable Transaction Taxes to Company, Company shall provide to TD all information necessary for TD to issue a tax invoice to Company and shall pay to TD the total amount due on TD’s invoice, including any Transaction Taxes, in accordance with the payment terms set forth in this Agreement. In the event that TD does not charge such Transaction Taxes at the time of initial invoicing, but the relevant government authority determines that TD should have charged such Transaction Taxes, TD shall charge to Company, and Company shall pay to TD, any such Transaction Taxes as soon as practicable after such determination. If Company shall at any time be required by applicable law to withhold any present or future tax, assessment or other governmental charge imposed upon any payment due under this Agreement (“Withholding Taxes”), then Company shall timely remit any Withholding Taxes to the relevant government authority and shall promptly provide TD with documentary evidence of such remittance acceptable to TD and such assistance as TD requests to allow TD to claim a credit for such Withholding Taxes withheld. Company shall indemnify and hold harmless TD against any interest or penalties assessed for failure to timely withhold and remit such Withholding Taxes. The parties shall act reasonably and in good faith in cooperating with each other to provide relevant resale certificates, treaty certification or other exemption information and documentation as may be appropriate and on a timely basis to satisfy applicable law and governmental authorities to mitigate the imposition of Transaction Taxes and Withholding Taxes under this Agreement. Company shall notify TD if the location from which the Services are predominantly used or consumed by Company is different from Company’s country of formation or if the location of predominant use or consumption changes at any time during the Term.

3.4 Additional Fees. If creative approval is required, TD may pass on any applicable creative approval fees for any Customer accounts to Company. Additionally, TD reserves the right to place the AdChoices icon (or a similar icon) on the ads provided by Company or any Customer via the Platform that do not already include such icon and pass through such fees to Company, not to exceed $0.01 CPM. Further, fees charged by TD for (i) ad serving will be as set forth in this Agreement and (ii) any use of features or services provided by the Services to Company or Customer will be shown in the Platform or otherwise agreed-on in advance in writing. TD may provide functionality to Company that would allow Company to adjust the reporting of Fees charged to Customer (the “Adjustment Functionality”). If TD provides and Company elects to use the Adjustment Functionality (a) Company understands and acknowledges that TD will continue to bill Company for the Fees shown in the Platform or otherwise agreed to in writing, including, but not limited to, those set forth in this Agreement, without taking into consideration the Adjustment Functionality; and (b) the fees shown in the Platform to any Customer may not be reflective of the fees reflected in Customer’s reporting, as such reporting may include any Company adjustments. Company shall (x) inform all Customers that the fees shown in the Platform may not be reflective of the additional fees charged by Company to Customer; (y) inform all Customers of the actual costs and fees, including any adjustments, that Customer will be responsible for paying for use of ad serving or any other features or services provided by the Services to Company or Customer; and (z) not misrepresent that Company may receive additional margin due to Company’s use of the Adjustment Functionality for a Customer’s use of TD’s Services.

4. COUNTING. TD will have sole responsibility for calculating and reporting metrics on media or data bought and sold through the Platform and such metrics shall be used for calculating payments. TD will make such metrics available to Company through the Platform. All Company-trafficked ads will be counted as impressions. Additionally, TD will make reasonable technological and auditing efforts to ensure TD end of the month figures, Platform-wide, are within 10% of the end of the month totals of Inventory Partner counts. In the event that there is a discrepancy of more than 10% between the reported cost of inventory or data, based on a calendar month, and Company and TD are unable to resolve the discrepancy, TD will be responsible for the amount of the total supply discrepancy above 10%. Company will raise any discrepancies within thirty (30) days of the date of the applicable invoice or waive the right to make any claim regarding the discrepancy. In the event of a discrepancy between Company’s records and TD’s metrics raised by Company in accordance with the previous sentence, Company may inspect the applicable log files up to twice per calendar year, provided that any requests for inspection shall be timely made, at reasonable times, and on reasonable notice. Company may not inspect the log files for the same time period more than once. Any data made available to Company during an inspection is TD’s Confidential Information and Company will not disclose such data to any third party or use such data for any purpose other than verifying TD’s accounting. TD may update numbers if there is delay in reporting affecting month-end invoicing.

5. SERVICE LEVEL AGREEMENT & ONBOARDING.

5.1 Company will be solely liable and responsible to any Customers for all access and use of the Platform and Services by Customers, including for: (a) any Customer’s onboarding and use of the Services, (b) any campaign support services for any Customer’s advertising campaigns, (c) providing all support services to Customers, and (d) for addressing any complaints or questions related to the Services, provided that Company shall inform TD of any problems raised with respect to the Services.

5.2 Company shall ensure that it maintains a sufficient number of employees located within the Territory — meeting criteria including, but not limited to, being located in the same time zone and fluent in the local language — to deliver a level of service aligned with TD’s global brand standards and service quality expectations. Company shall (a) ensure that an adequate number of trained, capable and qualified Company employees with sufficient knowledge of the Services are available to serve as the primary points of contact for any Customer support requests and to effectively and efficiently assist Customers’ use of the Services; (b) use best efforts to ensure that the service and support provided to Customers is professional and meets industry standards; (c) timely respond to existing and prospective Customers’ inquiries and requests regarding the general operation and use of the Services; (d) conduct business in a manner that reflects favorably at all times on the Services and the good will and reputation of TD; (e) make no false or misleading representations with regards to TD or the Services; and (f) make no representations, warranties or guarantees to any Customers with respect to the Platform or Services, including the specifications, features or capabilities of the Platform or Services, that are inconsistent with any written materials or documentation provided by TD. As between the parties, Company will remain solely responsible for any representations, warranties or guarantees it provides to any Customers.

5.3 Prior to onboarding any Customer and allowing any Customer to access TD’s Platform, Company shall notify TD of each new Customer Company intends to onboard. TD may prohibit onboarding of any potential Customer, in TD’s sole discretion, based on objective, non-discriminatory criteria, including, but not limited to, reputational concerns, creditworthiness, or platform policy violations. Company shall provide TD with such necessary information to set-up Customer’s account, including, but not limited to, the applicable notice information for Customer.

6. CUSTOMER FEEDBACK/SURVEYS. Company will request on TD’s behalf, and permit TD to request and receive from any Customer, feedback (positive or negative, solicited or unsolicited) from the Customer regarding (a) the Services and (b) Company’s support, implementation, provision, or other aspects of Company’s participation in the Reseller Program (“Customer Feedback”). Customer Feedback may be sent directly to TD from Customers. TD may review Customer Feedback and, if TD deems it to be below TD’s standards for customer support, as determined in TD’s sole discretion, terminate this Agreement upon ten (10) days’ notice to Company. For purposes of clarity, if TD requests feedback from any Customer directly, no prior written request shall be required to be given by TD to Company.

7. AUDIT. During the Term of this Agreement and for twelve (12) months thereafter, Company will keep accurate books and records pertaining to any Customer’s access and use of the Platform or Services, including, but not limited to, (i) Company’s agreements with and provision of support to any Customer; and (ii) any credit assessment and supporting documentation for any Customer. During such period, TD and/or its designated representatives may audit (including by inspecting and copying any such books and records) Company to verify its compliance with the terms of this Agreement. Unless as otherwise required by applicable law or regulatory authority, all audits contemplated by this Section 7 shall be subject to the following conditions: (a) subject to at least fourteen (14) days’ prior written notice; (b) conducted only during regular business hours; (c) the scope of the audit shall be proportionate and limited to verifying Company’s compliance with its obligations under this Agreement, provided, however, direct access to Company systems or assets shall not be granted to TD unless such access is reasonably necessary to complete the audit and conducted under Company supervision; (d) if the audit is conducted by a third party, the auditor shall be required to sign an appropriate non-disclosure agreement; and (e) TD shall cover its own expenses for the audit (unless there is proven breach of this Agreement by Company, in which event the costs of the audit shall be at Company’s expense).

8. REFERRAL PROGRAM/RESTRICTIONS.

8.1 TD may, from time to time, introduce prospective customers to Company under a non-exclusive referral arrangement. Company shall notify TD within five (5) days if such prospective customer is an Existing Non-TD Company Client (defined below) and within ten (10) days if Company elects to pursue the referral. If Company elects to pursue the referral, then Company shall communicate and negotiate directly with the prospective customer in relation to it becoming a Customer. If Company does not engage meaningfully with the prospective customer regarding becoming a Customer within thirty (30) days of introduction, TD reserves the right to refer or otherwise direct such prospective customer elsewhere.

8.2 With respect to each prospective customer referred by TD to Company, from the date of referral until one (1) year thereafter, Company shall not offer to such prospective customer any other advertising platform or services that are similar to or compete with TD unless: (a) at date of referral, such prospective customer is an Existing Non-TD Company Client; or (b) such prospective customer fails to meet the credit requirements set forth in Section 3.2; or (c) such prospective customer’s business or products are prohibited under TD’s Ad Content Guidelines (as published in the TD Wiki or successor URL).

8.3 Once a prospective customer referred by TD to Company has become a Customer (a “Referred Customer”), Company shall not offer to such Referred Customer any other advertising platform or services that are similar to or compete with TD until the date that is the earlier of (i) five (5) years from the date of referral or (ii) the date of termination or expiration of the Agreement, except: (a) to the extent that such Referred Customer requests access to advertising inventory not otherwise available through TD’s Platform or the advertising of any specific business or products of such Referred Customer are prohibited under TD’s Ad Content Guidelines (as published in the TD Wiki or successor URL); or (b) if TD terminates such Referred Customer’s access to the TD Platform.

8.4 For the purposes of this Section 8, “Existing Non-TD Company Client” means a person to whom Company has provided services other than under this Agreement or the Prior Agreement in the twelve (12) month period prior to the date of referral by TD of Company to such person under Section 8.1

8.5 No more than twice in any twelve (12) month period, at reasonable times and on reasonable notice, TD may inspect appropriate Company records for the limited purpose of verifying Company compliance with this Section 8. During any such inspection, Company will provide TD with reasonable access and assistance.

9. DIRECT AGREEMENT. For the avoidance of doubt, nothing in this Agreement shall restrict TD or any Customer (including a Referred Customer) from initiating or continuing separate discussions or entering into direct agreements with one another. Upon termination of this Agreement, TD shall have the right, but not the obligation, to enter into direct agreements with any of Company’s Customers (including Referred Customers). In the event that TD elects to enter into a direct agreement with any of Company’s Customers upon termination of this Agreement, Company shall use commercially reasonable efforts to facilitate the transition to TD.

10. COMPLIANCE.

10.1 Each party will comply with all applicable laws, rules, regulations and government guidance (TD in its provision of the Platform and Services in the form provided, and Company in its provision of Services to Customers and use of the Platform and Services on behalf of such Customers, each as an Authorized Reseller hereunder), which shall include, for purposes of clarification and not of limitation, Federal Trade Commission guidance on sponsorships and native advertising and, if applicable, Federal Communication Commission rules, regulations and guidelines, the Network Advertising Initiative Code of Conduct, the Digital Advertising Alliance’s (DAA) Self-Governing Principles in the US and the Digital Advertising Alliance Canada’s (DAAC) Principles for Online Interest-Based Advertising (or substantially similar, then-industry standard successor guidelines, if any in such countries).

10.2 All information provided by Company to TD regarding itself and its Customers (including its and their identity and operations), ads and ad campaigns shall be truthful and correct.

10.3 The Platform (or portions thereof) may be subject to U.S. export control laws and regulations and may also be subject to import and export laws of the jurisdiction in which it was obtained, if outside the U.S. Company shall abide by all applicable export control laws, rules and regulations applicable to the Platform. Company agrees that it will not export, re-export, or transfer the Platform, in whole or in part, to any country, person, or entity subject to U.S. export restrictions.

11. TERMINATION/SUSPENSION. To terminate this Agreement, the terminating party shall serve the required notice on the other party as set forth in this Agreement. Upon notice of termination, any minimum fees, if applicable, shall continue to apply through the calendar month of the effective date of termination. TD may immediately suspend access to the Platform and use of the Services without notice if TD reasonably believes that Company’s continuing use of the Platform or Services may cause risk of litigation or otherwise be harmful to TD.

12. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, REPRESENTATIONS, OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. TD MAKES NO REPRESENTATIONS REGARDING THE BENEFITS TO COMPANY FROM THE PLATFORM OR THE SERVICES, OR THAT THE PLATFORM, THE SERVICES OR ANY INFORMATION PROVIDED BY INVENTORY PARTNERS AND/OR DATA PROVIDERS WILL BE ERROR-FREE, ALWAYS AVAILABLE OR OPERATE WITHOUT LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION.

13. LIMITATIONS ON LIABILITY. EXCEPT FOR (A) VIOLATIONS OF SECTIONS 2.2, 3.2, 15, AND 16, (B) ANY INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT OR, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL: (I) EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, LOSS OF BUSINESS, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND (II) EACH PARTY’S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES HEREUNDER (INCLUDING FOR CLAIMS ARISING FROM TD’S NEGLIGENCE) EXCEED THE TOTAL AMOUNT OF MONTHLY PLATFORM SHARE FEES PAID OR PAYABLE BY COMPANY TO TD DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE LIABILITY FIRST AROSE. IN NO EVENT SHALL A PARTY BE ENTITLED TO RECOVER MORE THAN ONCE FOR THE SAME CATEGORY OF LOSS OR DAMAGE FROM THE SAME INCIDENT UNDER BOTH THIS AGREEMENT AND THE TERMS OF USE, OR OTHERWISE. FURTHERMORE, COMPANY ACKNOWLEDGES THAT TD AND ITS AFFILIATES ARE NOT LIABLE FOR TRANSACTIONS EXECUTED BY THE PLATFORM AS A RESULT OF ERRORS MADE IN ENTERING INFORMATION INTO THE PLATFORM BY COMPANY, BY ANY CUSTOMER, OR ON ANY THIRD PARTY ACTING ON COMPANY’S BEHALF AND/OR A CUSTOMER’S BEHALF, INCLUDING INCORRECT PRICING, TARGETING OR BUDGETING INFORMATION. NOTWITHSTANDING ALL OF THE FOREGOING, NOTHING HEREIN SHALL LIMIT COMPANY’S OBLIGATION TO PAY FOR MEDIA SPEND AND FEES INCURRED BY OR FOR ANY CUSTOMER.

14. MUTUAL INDEMNIFICATION.

14.1 TD shall indemnify, defend and hold harmless Company and its directors, officers, employees and agents (and their respective successors, heirs and assigns) (“Company Parties”) against any claim, liability, damage, loss or expense (including reasonable attorneys’ fees and costs) (“Liabilities”) incurred by the Company Parties in connection with any third party claim that TD’s proprietary technology that provides the Services, in the form provided by TD, infringes any patent, copyright, trademark, or other third-party intellectual property right. Company shall indemnify, defend and hold harmless TD and its directors, officers, employees and agents, its and their respective successors, heirs and assigns (“TD Parties”) against any Liabilities incurred by the TD Parties in connection with any third party claim arising out of or relating to (a) Company’s, any Customer’s, and/or any Third Party’s (as such term is defined in the Terms of Use) breach of any terms of this Agreement or the Terms of Use; or (b) any advertisement or other material with which Company, Customer or any Third Party uses on or in connection with the Platform (including the ads, landing pages and other materials of Company, Customer and/or its clients). The indemnified party will provide the indemnitor with prompt notice of any claim (provided that the failure to promptly notify shall only relieve indemnitor of its obligation to the extent it can demonstrate material prejudice from such failure) and at the indemnitor’s expense, provide assistance reasonably necessary to defend such claim. Without the indemnified party’s prior written consent, which, in the case of (i) and (ii) below, shall not be unreasonably withheld or delayed, the indemnitor shall not enter into any settlement or compromise that (i) would not fully absolve the indemnified party of liability, (ii) would contain any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of the indemnified party, or (iii) would restrict or limit the indemnified party’s business or operations. With respect to any data privacy, or other governmental or regulatory investigation or claim, the indemnified party shall have the option to have sole control of the defense and any settlement negotiations at the indemnitor’s expense.

14.2 TD shall have no obligation for any claim arising from or related to (a) compliance with Company or Customer specifications, (b) any combination of the Platform and/or Business and Campaign Data (as defined in the Terms of Use) with products or services not supplied by TD, where the cause of action would not have arisen but for such combination, (c) adaptation or modification of the Platform or Business and Campaign Data, where the cause of action would not have arisen but for such adaptation or modification, (d) Company’s or Customer’s failure to follow instructions provided by TD which would have cured the cause of action, provided that following such instructions would not have caused Company/Customer substantial additional cost, or (e) use of the Platform or Business and Campaign Data other than as described in Sections 2 and 5 in the Terms of Use. If any of the subsections above apply, Company will indemnify, defend and hold harmless the TD Parties from and against any Liabilities arising directly or indirectly out of such claims.

14.3 If the Platform or Services are held in a suit or proceeding to infringe any intellectual property rights of a third party and the use of such Platform or Services is enjoined, or TD reasonably believes that it is likely to be found to infringe or likely to be enjoined, then TD may, at its sole cost, expense and option, either (a) procure the right to continue using such Platform or Services, or (b) modify such Platform or Services so that it becomes non-infringing without affecting the basic functionality of such Platform or Services; provided, however, that if (a) and (b) are not practicable, TD may, in its sole discretion, terminate this Agreement with respect to such Platform or Services by giving Company 30 days written notice, upon which termination TD shall refund the portion of any pre-payments made by Company for services not yet rendered. TD’s obligations as stated in Section 14, including the indemnification obligations in Section 14.1 above, are Company’s sole remedy and TD’s sole liability arising out of or relating to such infringement claims.

15. CONFIDENTIALITY. “Confidential Information” means any information relating to or disclosed in the course of this Agreement, which is or should be reasonably understood to be confidential, whether or not marked as such. The terms of this Agreement are the Confidential Information of each party (not to be disclosed by a party without the written consent of the other) and data regarding the performance of the TD systems and Services is TD Confidential Information. 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 this Agreement. The receiving party will promptly return or destroy the other party’s Confidential Information upon request of the other 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, (c) was independently developed by the receiving party without violation of this Section 15; or (d) the identification of Company as an Authorized Reseller for TD. 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. Company shall keep confidential any third party information provided through the Platform (“Third Party Data”), and use such Third Party Data solely for purposes of planning and administering Customer campaigns, including post-campaign analysis. For clarity, Company may not (i) extract Third Party Data; (ii) disclose, display, copy, transmit, reproduce, or duplicate the Third Party Data for any purposes except as expressly stated in this Section 15; (iii) make any use whatsoever, whether internally or externally and whether for commercial purposes or otherwise, of any Third Party Data or information derived therefrom except through the Platform as permitted in this Section 15; or (iv) rent, sell, sublicense, transfer, grant any rights in, modify, reverse engineer or create derivative works of (including analytics based on, except as described in this Section 15) the Third Party Data. For the avoidance of doubt, “Customer Data”, as such term is defined in the Terms of Use, shall not be considered Confidential Information hereunder.

16. INSURANCE

16.1 Company shall ensure that each Customer maintains Commercial General Liability insurance with coverage of at least $500,000 per claim and $1,000,000 general aggregate, naming TD as an “Additional Insured”, and such requirement may be satisfied by receiving certificate of insurance describing such insurance coverage on annual basis from each Customer. The certificates of insurance described in the preceding sentence shall be available to TD upon request.

16.2 Company shall have and maintain in place, with a reputable insurer, the following insurance:

16.2.1 Commercial General Liability

(a) Each Claim: $1,000,000
(b) General Aggregate: $2,000,000
(c) Products Aggregate: $2,000,000

16.2.2 Professional Liability:

(a) Each Claim: $10,000,000
(b) Aggregate: $10,000,000

16.2.3 Cyber, Privacy, and Network Security Liability:

(a) Each Occurrence: $10,000,000
(b) Aggregate: $10,000,000

16.2.4 Umbrella

(a) Each Occurrence: $10,000,000
(b) Aggregate: $10,000,000

16.3 All insurance policies required under Section 16.2 shall: (a) with the exception of the Professional Liability policy, name TD as an “Additional Insured”; (b) provide that such insurance is primary insurance and any similar insurance in the name of and/or for the benefit of Company shall be excess and non-contributory; and (c) waive any right of subrogation of the insurers against TD. Company shall provide a valid certificate of insurance and any other requested evidence of coverage to TD on an annual basis, and upon request of TD, evidencing the existence of the required insurance coverage.

17. CONTRACTING ENTITY, GOVERNING LAW, JURISDICTION & NOTICES.

17.1 If Company is signing the Agreement with The Trade Desk Inc., then any reference to “TD” in the Agreement shall be to “The Trade Desk Inc.” and the following shall apply:

17.1.1 The Agreement is governed by the laws of the State of California, excluding its conflicts of laws principles.

17.1.2 Any action arising under or related to the Agreement will be resolved in the state or federal courts (and the parties hereby consent to personal jurisdiction therein) 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.

17.1.3 If Company is required to provide any notices to TD hereunder, such notices shall be sent to the following address:

The Trade Desk, Inc.
42 N. Chestnut Street
Ventura, CA 93001
Attention: Chief Legal Officer
Email: Legal@thetradedesk.com

17.2 If Company is signing the Agreement with The UK Trade Desk Ltd then any reference to “TD” hereunder shall be to “The UK Trade Desk Ltd” and the following shall apply:

17.2.1 The Agreement is governed by the laws of England, excluding its conflicts of laws principles. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

17.2.2 Any action arising under or related to the Agreement shall be resolved in the courts (and the parties hereby consent to personal jurisdiction) in London, England. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees. Each party acknowledges that electronic signature provided by it, regardless of the means, shall be a valid electronic signature and that each party, by providing an electronic signature is creating a binding contract. Each party also acknowledges that this contract is being concluded in the United Kingdom.
17.2.3 If Company is required to provide any notices to TD hereunder, such notices shall be sent to the following address:

The UK Trade Desk Ltd
c/o The Trade Desk Inc.
42 N. Chestnut Street
Ventura, CA 93001
Attention: Chief Legal Officer
Email: Legal@thetradedesk.com

17.3 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.

17.4 Notices to Company shall be sent to the Company’s Primary Contact set forth in the Agreement, to the contact information Company maintains in Company’s Platform account, or to Company’s CEO, CFO, or President. If notice is sent via email, the sending party must confirm that: (a) the email was apparently sent successfully according to its ordinary technical records; (b) the sending party does not receive an error notice; and (с) the email includes in the subject line “LEGAL NOTICE.” Notwithstanding the foregoing, if the sending party receives an error notice because the receiving party has changed its email address without formally notifying the sending party, the email notice is deemed effective if the sending party is using the last email address provided by the other party for the express purpose of receiving notices. In that case, the sending party shall attempt to reach the receiving party by phone. Notices must be in writing and are effective when: (a) delivered personally; (b) received from a nationally-recognized next-day courier service; or (с) sent by email as above.

17.5 Company is responsible for notifying TD as soon as possible of a change in the contact information for invoicing, and failure to provide the proper information shall not delay Company’s obligations to timely pay invoices. Changes to contact information for invoicing should be submitted to TD via email to Company’s TD account manager.

18. MISCELLANEOUS.

18.1 Neither party will make any public statement relating to this Agreement or the Reseller Program without the prior written approval of the other, except (i) as authorized in this Agreement (e.g., Section 2.5); and (ii) TD may include Company’s name and logo in its marketing, promotional materials and customer lists. For the avoidance of doubt, Company is also prohibited from marketing the Reseller Program or any partnership with TD through any search-engine and social marketing strategies during the Term without TD’s prior written consent, such consent to be provided in TD’s sole discretion.

18.2 Any Customer Agreement shall include provisions that (a) completely disclaim TD’s liability for all matters arising out of or related to this Agreement or the Services to be provided hereunder, to the extent permissible under applicable law and to the extent not related to any infringement claim that TD’s proprietary technology that provides the Services, in the form provided by TD, infringes any US patent or other third party intellectual property right (such a claim, a “TD Infringement Claim”); (b) except with respect to a TD Infringement Claim, require that any such Customer look solely to Company for any Liabilities arising from or related to the Customer Agreement; and (c) except with respect to a TD Infringement Claim, holds TD Parties harmless from any third-party claim arising out of or relating to Company’s or Customer’s use of the Services.

18.3 Unless otherwise expressly set forth in this Agreement or in a supplemental agreement, (a) all supplemental terms and conditions or ancillary agreements entered into between the parties for additional features or services related to the Reseller Program will be subject to the terms of this Agreement, and (b) to the extent that the terms of a supplemental or ancillary agreement conflicts with the terms of this Agreement, the terms of this Agreement shall govern. Except as otherwise set forth in this Agreement, any additional terms beyond those in this Agreement that Company includes in an order form or similar document will be of no force and effect unless TD expressly agrees in writing to have such terms supersede the terms of this Agreement.

18.4 TD reserves the right to continually evolve, change or modify the Platform and its services without notice. In the event TD chooses to discontinue the Platform, TD will provide Company with 30 days prior notice. TD will provide such notice of discontinuation when Company logs into the Platform, on the TD website or by email, and the notice shall be effective immediately.

18.5 This is the entire agreement of the parties relating to this subject and it supersedes all other commitments, negotiations and understandings. This Agreement cannot be amended except by a writing signed by both parties. This Agreement cannot be assigned without written consent of the non-assigning party, except that either party may assign this Agreement, upon written notice to the other party, (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 this Agreement 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. The parties are independent contractors and there are no third party beneficiaries. Sections 3 (until final payment), 7 – 8, and 11 — 17 will survive expiration or termination. 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.

18.6 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.

18.7 Multiple signature pages, signatures delivered via pdf copy or fax, and electronic signatures will all constitute originals and together constitute the same instrument.

18.8 Neither party is liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including acts of God, terrorism, war, riots, fire, earthquake, flood or degradation or failure of third party networks or communications infrastructure.

The Trade Desk Global Value Added Reseller Advertising Terms