Terms & Conditions

Protected under patent no. 10,019,720. Other patents pending.

Welcome to the digital property owned by Transitiv (the "Site"). You have access to a variety of resources and content. These may include: (a) software, applications, application program interfaces, and software as a service offerings, and outputs to all of the foregoing ("Software"); (b) web pages, data, messages, text, images, photographs, graphics, audio and video such as podcasts and webcasts, and documents such as press releases, white papers and product data sheets ("Materials"); and (c) forums, discussion groups, chat areas, bulletin boards, blogs, wikis, e-mail functions, and other services in connection with which you can upload, download, share, email, post, publish, transmit or otherwise access or make available Content (as defined below) ("Community Services"). Software, Materials, Community Services, and other information, content and services are collectively referred to as "Content." The following are terms of a legal agreement between you and Transitiv, Inc. and its affiliated companies ("We" or "Transitiv"). By accessing or using the Site or the Content, you agree to follow and be bound by the following terms and conditions concerning your access to and use of the Site and the Content ("Terms of Use") and our Privacy Policy. Transitiv may revise the Terms of Use and Privacy Policy at any time without notice to you. The revised Terms of Use and Privacy Policy will be effective one month after it is posted unless Section 27 applies. You can review the most current Terms of Use at https://transitiv.io/terms/ and Privacy Policy at https://transitiv.io/privacy-policy/ . This “Agreement” shall mean these Terms of Use, the Privacy Policy, any applicable Subscription Terms (see Section 1), any additional agreements that explicitly incorporate these Terms of Use, and any rules, guidelines or terms of use posted for a specific area of the Site or Content.

1. Use of Software

Your use of Software is subject to all agreements such as an order form, platform agreement, license agreement or user agreement that accompanies or is included with the Software ("Subscription Terms"). In the event that a conflict exists between the Terms of Use and the Subscription Terms, the Subscription Terms shall control. Unless otherwise stated in Subscription Terms (or in the absence of Subscription Terms), Software may be used subject to the following: (a) the Software may be used solely for your personal, noncommercial purposes; (b) the Software may not be modified or altered in any way; and (c) the Software may not be redistributed.

2. Use of Materials

You may download, store, display on your computer, view, listen to, play and print Materials that Transitiv publishes or broadcasts or makes available for download subject to the following: (a) the Materials may be used solely for your personal, informational, noncommercial purposes; (b) the Materials may not be modified or altered in any way; and (c) the Materials may not be redistributed.

3. Use of Community Services

Community Services are provided as a convenience and Transitiv is not obligated to provide any technical support for, or participate in, Community Services. While Community Services may include information regarding Transitiv products and services, including information from Transitiv employees, they are not official customer support channels for Transitiv.

You may use Community Services subject to the following: (a) Community Services may be used solely for your personal, noncommercial purposes; (b) Content provided on or through Community Services may not be redistributed; and (c) personal data about others may not be stored or collected except where expressly authorized by Transitiv.

4. Reservation of Rights

The Site and Content are the intellectual property and copyrighted works of Transitiv or a third party provider. All rights, title and interest not expressly granted with respect to the Site and Content provided on or through the Site are reserved. All Content is provided on an "As Is" and "As Available" basis, and Transitiv reserves the right to terminate the permissions granted to you and your use of the Content at any time.

5. Your Materials

Transitiv will only use Personal Information in accordance with Transitiv’s Privacy Policy.

You agree that you will only upload, share, post, publish, transmit, grant access (including via API), or otherwise make available ("Share") materials with or through the Site, Software or other Content that you have the right and authority to Share and for which you have the right and authority to grant to Transitiv all of the licenses and rights set forth herein. By Sharing materials, you grant Transitiv a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, fully sublicensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute the materials for any purpose and in any form, medium, or technology now known or later developed; provided Transitiv shall not engage in any activity that is in contravention of the Privacy Policy. The foregoing right includes, without limitation, the right to incorporate or implement the materials into any Transitiv product or service, and to display, market, sublicense and distribute the materials as incorporated or embedded in any product or service distributed or offered by Transitiv without compensation to you. You warrant that: (a) you have the right and authority to grant this license; (b) Transitiv's exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third party rights; and (c) all moral rights in the materials have been waived to the full extent allowed by law.

You agree that you will not use the Site, Software nor other Content in a manner, nor Share any materials, that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another's privacy or includes, copies or transmits another's confidential, sensitive or personal information; (d) promotes bigotry, racism, hatred or harm against any group or individual; (e) is obscene or not in good taste; (f) violates or infringes or promotes the violation or infringement of anyone’s rights, including intellectual property rights; (g) violates or promotes the violation of any applicable laws or regulations; or (h) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer. Transitiv may report you to the relevant authorities and may act under the fullest extent of applicable laws if you transmit or upload content intended or designed to cause harm.

Unless you are a Transitiv Affiliate (see Section 24), Transitiv does not want to receive confidential information from you. Notwithstanding anything that you may note or state in connection with Sharing materials, it shall not be considered confidential information and shall be received and treated by Transitiv on a non-confidential and unrestricted basis and Transitiv shall not take and shall not be required to take any steps to safeguard the confidentiality of any information that you Share, other than as specified in Transitiv's Privacy Policy.

If an Affiliate Agreement (See Section 24) includes an exception to the license granted Transitiv in this section, the exception will be construed narrowly. For example, a restriction on Transitiv’s use of audience data shall be construed to apply to the specific combination of fields that make up audience data as collected by Transitiv. However, such a restriction will not apply to Transitiv’s use of statistical and aggregated audience data.

6. Security, Passwords and Means of Accessing the Site and Content

You agree not to (a) access or use the Site, Software or other Content in any manner that could damage, disable, overburden, or impair any Transitiv accounts, computer systems or networks; (b) attempt to gain unauthorized access to any parts of the Site, Transitiv accounts, computer systems, networks or intellectual property; (c) interfere or attempt to interfere with the proper working of the Site or any Transitiv accounts, computer systems or networks; (d) use any robot, spider, scraper or other automated means to access the Site or any Transitiv accounts, computer systems or networks without Transitiv's permission; (e) frame or mirror any part of any Content; (f) access any Content in order to directly or indirectly build either (i) a competitive product or service or (ii) a product or service that contains features similar to any portion of the accessed Content (g) reverse engineer any Content (to the extent such restriction is permitted by law); or (h) frustrate any attempt (e.g., remove or alter JavaScript, use ad-blockers) for Transitiv to receive revenue through selling advertising space..

If any of the Software or other Content requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as required by the applicable registration form. You may also be required to choose a password and a user name. Access to and use of password protected or secure areas of the Site, Software or other Content (“Secure Site”) are restricted to authorized users only. Authorized users agree not to share password(s), account information, or allow people who are not authorized users access to the Secure Site. You are responsible for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to the Site. You agree to notify Transitiv immediately of any use of your password(s) or account(s) that you did not authorize or that is not authorized by this Agreement.

7. No Unlawful or Prohibited Use

You agree not to use the Site or Content, or Share any materials for any purpose that is unlawful or prohibited by this Agreement.

8. Indemnity

You agree to indemnify and hold harmless Transitiv, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, due to or arising out of material that you Share, your violation of this Agreement, or your violation or infringement of any third party rights, including intellectual property rights.

9. Monitoring

Transitiv has no obligation to monitor material that is Shared. However, Transitiv reserves the right to review and monitor all use and activity and, in its sole discretion, to remove or choose not to make available any Shared material for any reason.

10. Termination of Use

Unless otherwise stated in an Affiliate Agreement (or in the absence such Affiliate Agreement), you agree that Transitiv may, in its sole discretion, at any time, discontinue, terminate, limit your access to, or use of, the Site or any Content. Transitiv may, if it determines that you have violated or attempted to violate any portion of this Agreement, discontinue, terminate, limit your access to, or use of, the Site or any Content. You agree that Transitiv shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, the Site or any Content, including material that you may have Shared. It is Transitiv’s policy, in appropriate circumstances, to terminate the accounts of users who are repeat infringers of copyright or are repeatedly charged with copyright infringement. Copyright infringement claims should be submitted to the agent identified in the Privacy Policy.

11. Third Party Web Sites, Content, Products and Services

The Site and Content provides links to third party web sites, output from third party APIs, and access to third party products and services (collectively, “Third Party Content”). Third parties may include users, advertisers, affiliates and sponsors. Transitiv is not responsible for Third Party Content or for any changes or updates to such Third Party Content, and you bear all risks associated with the access to, and use of, such Third Party Content.

12. Disclaimer

EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TRANSITIV EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TRANSITIV MAKES NO WARRANTY THAT: (A) THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE SITE OR CONTENT WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY CONTENT WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

ANY CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED BY YOU IS USED AT YOUR OWN DISCRETION AND RISK. TRANSITIV SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT.

TRANSITIV RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE SITE AND CONTENT AT ANY TIME WITHOUT NOTICE.

13. Limitation of Liability

IN NO EVENT SHALL TRANSITIV BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE OR CONTENT.

14. Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS OF USE, INCLUDING THOSE SET FORTH IN SECTIONS 12 AND 13, DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.

15. Privacy Policy

Transitiv is concerned about your privacy and has developed a policy to address privacy concerns. For more information, please see Transitiv's Privacy Policy.

16. Persons Not of Age of Majority

Persons who are not of the age of majority are not eligible to use the Site, and we ask that no information in relation to such persons be submitted to us.

17. Export Restrictions/Legal Compliance

You may not access, download, use or export the Site or the Content in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any United States or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any services and products of Transitiv in violation of any such restrictions, laws or regulations. As applicable, you shall obtain and bear all expenses related to any necessary licenses, authorizations, and/or exemptions with respect to your own use of the services of Transitiv outside the U.S.

18. Availability of Products

Information on the Site or Content may reference or cross-reference Transitiv products, programs, or services that might not be available in your location. Such references do not imply that Transitiv plans to make such products, programs, or services available in your location.

You may not use Content to promote content or activity that is: illegal, fraudulent, false, deceptive, misleading, libelous, defamatory, threatening, extremist, racist, anti-social, malicious or age-inappropriate.

19. Waiver and Severability

The failure of Transitiv to exercise or enforce any rights or provisions in this Agreement shall not constitute a waiver of such right or provision. If any part or provision of this Agreement is found to be unenforceable, such part or provision may be modified to make the Agreement, as modified, legal and enforceable. The balance of this Agreement shall not be affected.

20. Applicable Laws

The laws of the state of Georgia govern this Agreement and all matters relating to your access to, and use of, the Site and Content (without giving effect to its conflicts of law principles). Both parties consent to the personal jurisdiction of the state and federal courts in Fulton County, Georgia. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys’ fees; provided that if the losing party proffered an offer of judgment made pursuant to the controlling rules of civil procedure which the prevailing party did not accept, and the prevailing party’s final judgment is not more favorable than the unaccepted offer, than for the time period between the date such offer was made and the judgment the prevailing party shall not be reimbursed for attorneys’ fees and the prevailing party shall reimburse the losing party for its reasonable attorneys’ fees.

21. Copyright Notice for all Content

Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works may be an infringement of the rights of the copyright owner. You agree that you will not use the Site or any Content to infringe Transitiv's intellectual property rights or the intellectual property rights of others. You may not remove, deface, or overprint any notice of copyright, trademark, patent marking, logo, or other notice of ownership from any originals or copies of Transitiv Software, third party software, or any products or Content.

22. Trademark Usage

You may generally use Transitiv trademarks to refer to the associated Transitiv products or services. For instance, a Transitiv Affiliate may issue a press release stating that it has implemented Transitiv Software.

Transitiv Affiliates may indicate the relationship of their products or services to Transitiv products or services by using accurate, descriptive tag lines such as "analytics through Transitiv" in connection with your product or service name. Within text or body copy, such tag lines may appear in the same type as your product or service name. On product, packaging, advertising and other collateral where your product or service name is displayed apart from body copy, make sure that the tag line appears in significantly smaller type than your name. You should also distinguish the tag line from your mark by using a different font or color.

You may not use Transitiv trademarks in a manner that could cause confusion as to Transitiv sponsorship, affiliation or endorsement.

Proper use of Transitiv trademarks reinforces their role as brands for our products and services, and helps prevent them from becoming generic names that can be used by anyone. Examples of former trademarks that became generic terms are "aspirin," "cellophane," and "escalator." By adhering to the following rules, you help protect Transitiv's investment in its trademarks.

Use a generic term in association with each Transitiv trademark the first time the mark appears in text, and as often as possible after that. You need not include generic names in headlines, package titles and documentation titles. For example, "Transitiv.io business intelligence software."

Except when referring to Transitiv as a trade name (see below), Transitiv trademarks are adjectives and should not be used as nouns, or in the possessive or plural form. For example, "Transitiv platform's benefits.." not "Transitiv's benefits..."

Do not vary Transitiv trademarks by changing their spelling or abbreviating them.

Proper trademark attribution helps makes the public aware of our trademarks, and helps prevent them from becoming generic terms. Accordingly, Transitiv would appreciate you attributing ownership of Transitiv trademarks to Transitiv and using trademark symbols (™ or SM or ®).

Trade names are the actual business names of companies. Trademarks and trade names are not the same, even though many companies use their trade names as trademarks. If you are using “Transitiv” as a substitute for Transitiv, Inc., you are using it as a trade name. Because they are nouns, trade names can be used in the possessive and do not require a generic term or a trademark symbol. Thus, you should not use a trademark symbol after "Transitiv" when it appears as part of the full corporate name or as a trade name.

You agree to not engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair Transitiv’s right, title, and interest in Transitiv’s trademarks, nor shall you cause diminishment of value of the trademarks through any act or representation. You will not apply for, acquire, or claim any right, title, or interest in or to any trademarks that is confusingly similar to any Transitiv trademark, through advertising or otherwise. All goodwill resulting from any use of Transitiv’s intellectual property will inure solely to the benefit of Transitiv. You shall not at any time do, fail to do, or permit any act to be done which may in any way impair the rights of Transitiv in any of its intellectual property.

24. Customer & Affiliate Responsibilities

If you are provisioned access to Content that is not generally available to the public without a subscription (“Subscribed Content”), then you are a “Transitiv Customer.”

Subscription Terms and any separate agreement other than the Privacy Policy that incorporates these Terms of Use is an “Affiliate Agreement.” If you either signed an Affiliate Agreement or are a Transitiv Customer, then you are a “Transitiv Affiliate.”

Nothing in any Affiliate Agreement, Terms of Use or any other part of this Agreement shall be construed as creating a joint venture, partnership, agency, employer/employee, or similar relationship between you and Transitiv, or as authorizing either you or Transitiv to act as the agent of the other. As a Transitiv Affiliate, you agree that your relationship to Transitiv is that of an independent contractor and you have no authority to bind Transitiv to any contractual terms.

As a Transitiv Customer, you may designate one individual (or however many are specified in an Affiliate Agreement) who is authorized by you to use Subscribed Content (“User”). Users may include, for example, your employees, consultants, contractors and agents. Each User must have their own credentials and sharing user names and passwords is expressly prohibited. If a Transitiv Customer chooses to deactivate a User’s credentials, a replacement User may be selected.

As a Transitiv Customer, you will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of your data and the means by which you acquired your data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Subscribed Content, and notify us promptly of any such unauthorized access or use, (d) permit Subscribed Content to be used only in accordance with this Agreement and applicable laws and government regulations; and (e) not permit direct or indirect access to or use of any Subscribed Content in a way that circumvents a contractual usage limit.

As a Transitiv Customer, you agree to implement and maintain a privacy policy on your website(s) that discloses the usage of third-party technology, data collection and usage relating to personal data (i.e., any information relating to an identified or identifiable natural person), and that third parties may be placing and reading cookies, or using web beacons to collect information. Such privacy policy will also include information about a visitor's options for cookie management. Transitiv Customers must respond to all consumer inquiries about Transitiv Customer’s use of audience data. Transitiv Customers shall not make marketing solicitations using audience data to individuals who have requested not to receive such solicitations from Transitiv Customer. Transitiv Customer shall maintain administrative, physical, and technical safeguards that are no less rigorous than accepted data industry practices.

Transitiv processes Shared data from Transitiv Customers solely on behalf of Transitiv Customers for their marketing activities and in accordance with their instructions, which include Subscription Terms. As a Transitiv Customer, you are responsible for obtaining proper consents (including from your customers, your audience and your service providers). Transitiv employs security measures that include: pseudonymization and encryption, monitoring of system integrity, periodic security review, and access to data only by individuals with a need-to-know and pursuant to obligations of confidentiality. As a Transitiv Customer, you will control the duration of audience data retention and Transitiv will not retain such audience data beyond the expiration of the Subscription Terms. Transitiv will assist Transitiv Customers in responding to consumer requests to exercise their legal rights, which may include rights of access, rectification, erasure and exclusion. Transitiv is a fully compliant “Service Provider” under the California Consumer Privacy Act (“CCPA”) and a “Data Processor” under the European Union’s General Data Protection Regulation (“GDPR”). Transitiv Customers agree to ensure compliance with any applicable data privacy laws, which may include the CCPA and/or the GDPR. The Data Protection Officer, Morgan Malino, can be reached at dpo@[Company Domain] (where [Company Domain] is “transitiv.io”). Transitiv Customers agree to indemnify and hold harmless Transitiv (including its officers, directors, employees and agents) from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to or arising out of violation or infringement of this paragraph.

Transitiv Customers who receive audience data details from Transitiv that Transitiv Customer’s did not previously possess (“New Data”) shall not provide New Data to any third party other than an entity that performs operations on New Data in order to improve the accuracy or relevance of the New Data on behalf of Transitiv Customer and solely for Transitiv Customer’s benefit. Transitiv Customers shall not use New Data as the source for determination of consumer credit worthiness, consumer credit approval, or a consumer’s eligibility for employment or insurance. Transitiv Customer shall not use New Data as the sole source in generating a consumer report as defined in 15 USC §1681a. New Data may only be used for direct marketing, market research and customer prospecting purposes

Transitiv Affiliates represent and warrant in favor of Transitiv that: (i) it has the full corporate right and authority to perform the acts and obligations required of it under this Agreement (including to execute and deliver the Affiliate Agreement), (ii) its execution of, and performance under, this Agreement shall not violate any agreement to which it is a party or by which it is bound; (iii) if it knows or should know of any claims it has against Transitiv, its officers, directors, employees or agents, it has disclosed those claims in writing prior to executing the Affiliate Agreement, or it waives such claims; (iv) any health data protected by law or regulation, such as Protected Health Information or Electronic Protected Health Information, will not be provided to Transitiv without a separate written agreement specifically identifying such data as being health related data and specifying how Transitiv is to access, collect, use, disclose, transmit or otherwise process such data, and (v) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms

25. Reports; Fees; Payment Terms; Termination.

If applicable, Transitiv will make a transaction report available to Transitiv Affiliates. Such reports shall be deemed conclusive for all purposes.

Prior to a Transitiv Affiliate’s use of the Subscribed Content, Transitiv may, in its sole discretion, require the Transitiv Affiliate to make a security deposit and/or limit the Transitiv Affiliate to a specific transactional credit limit.

Unless otherwise stated in an Affiliate Agreement, invoiced charges to Transitiv Affiliates are due immediately and reoccurring charges will be due prior to the start of the new period. If applicable, credit cards will be charged prior to the start of any billing period. You are responsible for providing complete and accurate billing and contact information to us and notifying Transitiv of any changes to such information. Any amount not paid when due will be subject to finance charges equal to 1.5% percent of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less. You will reimburse any costs or expenses, including without limitation, reasonable attorneys’ fees, incurred by Transitiv to collect any amount not paid when due. Further, Transitiv may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable.

Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If Transitiv has the legal obligation to pay or collect Taxes for which you are responsible Transitiv will invoice you and you will pay that amount. For clarity, Transitiv is solely responsible for taxes assessable against Transitiv based on Transitiv’s income, property and employees.

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

Either you or Transitiv may terminate this Agreement upon written notice if any of the following events occur: (a) a breach of Section 26, (b) the other party fails to fails to cure a material breach of this Agreement (other than a breach of Section 26) within ten (10) days after receipt of written notice of such breach and opportunity to cure, (c) either party becomes the subject of a proceeding under bankruptcy, receivership, insolvency, or similar law, which is not dismissed within thirty days after being instituted, (d) this Agreement, or the actions of either party, is in violation of any law, other than a technical violation that is curable and cured within ten (10) days after receipt of written notice of such violation from the non-violating party. If, as a Transitiv Affiliate, you terminated due to Transitiv’s failure provide Subscribed Content that failed to conform to the specifications stated Subscription Terms, your sole and exclusive remedy will be a refund of fees you paid for the Subscribed Content for the remainder of the Term. Otherwise, Termination of an Affiliate Agreement or this Agreement will not release a Transitiv Affiliate from its fee obligations.

26. Transitiv & Affiliate Confidential Information

If you are a Transitiv Affiliate, then either Transitiv or you (“Discloser”) may disclose to you or Transitiv, respectively (“Recipient”), information pertaining to the Subscribed Content (“Purpose”) that the Discloser considers confidential (“Confidential Information”). Recipient may use Confidential Information only for the Purpose. Recipient must use a reasonable degree of care to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information. Recipient may share Confidential Information with its employees, directors, agents or third party contractors who need to know it and if they have agreed with either party in writing to keep information confidential. Confidential Information does not include information that: (a) was known to Recipient without restriction before receipt from Discloser; (b) is publicly available through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is independently developed by Recipient; or (e) advertisements distributed through Subscribed Content. A party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice. This section will continue for 4 years after an Affiliate Agreement terminates.

Transitiv may identify Transitiv Affiliate and its relationship to Transitiv in its marketing efforts.

The breach of this Section will cause irreparable harm to the other party and monetary damages may not be a sufficient remedy for an unauthorized disclosure of the Confidential Information. If the breaching party discloses the Confidential Information in violation of this agreement, the other party may, without waiving any other rights or remedies and without posting a bond or other security, seek an injunction, specific performance, or other equitable remedy to prevent competition or further disclosure, and may pursue other legal remedies.

27. Applicability of Revisions

Revisions to the Terms of Use are effective one month after posting unless you have a written contract with Transitiv that is not indefinite in duration. In such a case, the latest Terms of Use posted prior to the effective date of the contract shall control for the initial term of the contract, and the Terms of Use in place one month prior to any renewal shall control for any such renewal period. If you have a written contract with Transitiv that is indefinite in duration, Transitiv will attempt to notify you when the Terms of Use are revised.

28. Assignment

You may not assign or transfer any of its rights or obligations under this Agreement (including in connection with an acquisition, change in control, or to an affiliated party) either in whole or in part without the prior written consent of Transitiv. Any attempted assignment or delegation without such consent will be void. Transitiv shall have the unencumbered right to assign this Agreement, in whole or in part, to any third party. Subject to the foregoing, this Agreement shall bind and inure to the parties’ successors and assigns.

Last Revised: January 27, 2023

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