1. Introduction
These Terms of Service (“Terms”) govern your access to and use of the pypr.ai platform, APIs, managed services, and all related data, analytics, and marketing automation products (collectively, the “Services”) provided by pypr.ai, Inc. (“pypr.ai,” “we,” “us”). By creating an account, executing an Order Form, or accessing the Services, you (“Customer”) agree to be bound by these Terms together with any applicable Order Form(s) (collectively, the “Agreement”). If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.
We may modify these Terms by posting a revised version with at least 30 days’ notice to paid customers. Continued use after the notice period constitutes acceptance.
2. Key Definitions
“Authorized Application” means the permitted uses of Platform Data as designated in the applicable Order Form or Data Catalog, including audience targeting, identity resolution, marketing automation, campaign analytics, and measurement services.
“Customer Data” means all data submitted by Customer to pypr.ai in connection with the Services, including online identifiers, offline identifiers, consent preferences, browsing data, interest data, and sociodemographic data. Customer Data excludes Platform Data and Metadata.
“Derived Outputs” means insights, reports, audiences, scores, segments, and analytical results generated by the Services through processing Customer Data with Platform Data.
“Downstream User” means a client of a Customer authorized as a Reseller who receives Platform Data or Derived Outputs from Customer.
“Metadata” means de-identified, aggregated statistical data generated from pypr.ai’s operation of the Services that does not identify Customer, any user, or any individual.
“Order Form” means a mutually executed document specifying Services purchased, pricing, term, usage limits, and additional terms.
“Platform Data” means audience data, identity data, analytics data, and other data made available by pypr.ai through the Services, sourced from proprietary assets, third-party providers, and public sources. Platform Data excludes Customer Data.
“Query” means Customer’s submission of a request to the Services together with the return of a result. Null results do not count as Queries.
3. The Services
pypr.ai provides audience data and targeting, identity resolution, marketing automation, analytics, and related capabilities as specified in the applicable Order Form. Customer accesses Platform Data through APIs, web portals, and managed service interfaces.
The Data Catalog governs usage of Platform Data and may be updated at any time. pypr.ai may modify, add, or remove Platform Data in its sole discretion and may request that Customer immediately discontinue use of any Platform Data. Where data is used for active campaigns, pypr.ai will use commercially reasonable efforts to support Customer through the campaign’s end.
pypr.ai may update or modify the Services at any time. Material changes or feature removals will receive at least 30 days’ notice to paid customers, except where required by law or security concerns. Beta or evaluation features are provided “AS IS” without warranty and may be withdrawn at any time.
4. License Grants
License to Customer. Subject to compliance with this Agreement and payment of fees, pypr.ai grants Customer a limited, worldwide, non-exclusive, non-transferable license to access and use the Platform and Platform Data solely for the designated Authorized Applications during the Service Period. This license does not grant ownership of or title to any Platform Data.
License to Customer Data. Customer grants pypr.ai a limited, non-exclusive, non-sublicensable, non-transferable license to receive, store, reproduce, create derivative works from, and transmit Customer Data as necessary to provide the Services. pypr.ai processes Customer Data as a processor/subprocessor in accordance with applicable privacy laws.
Customer Data Retention. pypr.ai may store Customer Data for up to 60 days (encrypted) for billing and troubleshooting, and for up to 2 years in pseudonymized, aggregated form to provide identity and analytics services. Such data will not be made available to other customers in identifiable form.
Metadata and Feedback. Customer grants pypr.ai a worldwide, royalty-free, perpetual license to use Metadata and any feedback to improve and enhance the Services.
5. Customer Responsibilities
Customer will use the Services in accordance with this Agreement and all applicable laws. Customer is solely responsible for ensuring lawful use of the Services and Platform Data, including obtaining all legally required consents from end users for data collection and processing.
Customer is responsible for all activity under its account credentials, must maintain accurate account information, and must implement appropriate access controls for authorized users. Customer will use commercially reasonable efforts to prevent unauthorized access and will notify pypr.ai without undue delay of any unauthorized access or use.
If a single account is used for the benefit of multiple clients (e.g., by an agency), Customer shall indemnify pypr.ai from any resulting third-party claims.
6. Data Use Restrictions
Permitted Uses. Customer may use Platform Data for Authorized Applications designated in the Order Form, including audience targeting, identity resolution, marketing automation, lead verification, campaign analytics, and measurement.
Exclusion Audiences. Platform Data may be used to exclude consumers from campaigns, but not based on protected class status (race, gender, religion, etc.) unless the product being marketed inherently targets consumers outside such classes.
General Restrictions. Customer shall not: (a) white-label Platform Data or include it in blind exchange environments; (b) resell or redistribute Platform Data except as expressly permitted; (c) create derivative segments or products from Platform Data without authorization; (d) reverse engineer the Services or Platform; (e) use the Services to build a competitive product or train competing models; (f) attempt to re-identify anonymized data; (g) cache Platform Data to avoid additional Queries; (h) circumvent usage limits or introduce malicious code; or (i) reveal pypr.ai data source domains to clients.
Prohibited Uses. Platform Data may not be used in connection with: determining eligibility for credit, insurance, or employment; credit repair services; or sale of illegal products. pypr.ai is not a “consumer reporting agency” under the Fair Credit Reporting Act (“FCRA”), and Platform Data does not constitute “consumer reports.”
Marketing Communications. All communications using Platform Data must be devoid of references to selection criteria or presumed knowledge about recipients and must comply with all applicable laws and self-regulatory principles (FTC, IAB, DAA, NAI).
7. Resellers and Downstream Users
Resale of Platform Data requires pypr.ai’s prior written consent and must be designated in the applicable Order Form.
Authorized Resellers may redistribute Platform Data or Derived Outputs to Downstream Users solely in connection with providing services, consistent with permitted use cases. Downstream Users may only use Platform Data for their own internal use and must be bound by data use restrictions at least as restrictive as those in this Agreement.
Customer must maintain written agreements with all Downstream Users that include: (a) equivalent data use restrictions; (b) “as is” warranty disclaimers; and (c) indemnification obligations. Customer shall not make representations about the Services on pypr.ai’s behalf.
If Customer becomes aware of misuse by a Downstream User, Customer shall promptly notify pypr.ai, take reasonable remedial actions, and immediately cease providing access to that Downstream User.
8. Compliance
Each party will comply with all applicable privacy and data protection laws (including CCPA, GDPR, and applicable state and federal laws), industry self-regulatory principles (DAA, NAI, IAB), and all other applicable rules and regulations.
If any change in law prohibits the delivery or use of Platform Data in pypr.ai’s reasonable judgment, pypr.ai may suspend or terminate access immediately, and Customer shall discontinue use of affected Platform Data.
Each party represents and warrants ongoing compliance with all laws regarding the collection, use, and disclosure of end user data, including FTC rules, federal and state privacy laws, and any applicable international regulations.
9. Fees and Payment
Customer will pay all fees specified in the applicable Order Form. Payment obligations are non-cancelable and fees are non-refundable unless otherwise specified.
Payment is due within 30 days of invoice unless otherwise agreed. Customer shall maintain accurate usage records and provide monthly usage reports within 14 days of month-end.
Late payments accrue interest at 1.5% per month (or the maximum lawful rate, whichever is less). pypr.ai may suspend Services after 10 days’ written notice of non-payment and may recover reasonable collection costs including attorneys’ fees.
Customer is responsible for all applicable taxes except pypr.ai’s income taxes. Fee disputes must be raised in writing within 15 days of invoice date.
10. Confidentiality
“Confidential Information” includes all information designated as confidential or reasonably understood to be confidential. Customer Data is Customer’s Confidential Information. The Services, Platform Data, Metadata, Data Catalog, pricing, and Agreement terms are pypr.ai’s Confidential Information.
Each party will hold the other’s Confidential Information in strict confidence, use it only as permitted by this Agreement, and protect it with at least the same care used for its own proprietary information. Disclosure is limited to employees and affiliates with a need to know.
Compelled disclosure is permitted with prior notice (where legally allowed) and reasonable assistance to contest. Breach of confidentiality entitles the non-breaching party to seek injunctive relief without posting bond.
Upon termination, each party will destroy the other’s Confidential Information and certify destruction within 30 days. One archival copy may be retained solely for legal and compliance purposes.
11. Security and Audit
Each party must maintain a security program with appropriate administrative, technical, and physical safeguards. Customer shall promptly report any known unauthorized disclosure of pypr.ai’s Confidential Information.
pypr.ai may audit Customer’s use of Platform Data up to once per 12-month period upon 5 business days’ notice, at pypr.ai’s expense. If pypr.ai reasonably suspects non-compliance, it may request information including architecture diagrams, processing logs, and personnel interviews, with Customer responding within 10 business days.
12. Intellectual Property
pypr.ai retains all rights, title, and interest in the Services, Platform, Platform Data, Metadata, Data Catalog, algorithms, models, and documentation. Customer retains all rights in Customer Data. Customer shall not remove any proprietary notices from Platform Data or pypr.ai’s Confidential Information.
13. Warranties and Disclaimers
Each party warrants it is duly formed, has authority to enter this Agreement, and that performance does not violate applicable law. Customer warrants it has obtained all legally required consents for data processing. pypr.ai warrants that the Services will perform substantially as described in documentation and will not materially decrease overall security or functionality.
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND PLATFORM DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE, AND NON-INFRINGEMENT. DERIVED OUTPUTS ARE INFORMATIONAL TOOLS BASED ON STATISTICAL MODELS INVOLVING INHERENT UNCERTAINTY. CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ANY DERIVED OUTPUTS BEFORE RELYING ON THEM.
14. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
Each party’s aggregate liability shall not exceed the total fees paid by Customer in the 12 months preceding the claim, except: (a) liability for unauthorized disclosure of Confidential Information is capped at the greater of $250,000 or 6x average monthly fees; and (b) these limitations do not apply to indemnification obligations, gross negligence, intentional misconduct, or Customer’s payment obligations.
Each party has a duty to mitigate damages.
15. Indemnification
Each party will indemnify the other against third-party claims arising from: failure to comply with applicable laws, misuse of Confidential Information, or breach of obligations under this Agreement.
pypr.ai will defend Customer against third-party IP infringement claims related to the unmodified Services and may, at its discretion, modify the Services, obtain a license, or terminate the affected Order with a pro-rata refund.
Customer will indemnify pypr.ai against claims arising from: Customer Data that infringes third-party rights, unauthorized actions by Customer, unlawful use of the Services, or misuse of Platform Data by Customer or its Downstream Users.
The indemnifying party controls the defense; the indemnified party may participate at its own expense. This section states each party’s exclusive remedy for covered third-party claims.
16. Term and Termination
This Agreement commences on first acceptance. Unless otherwise stated, Services are purchased on an annual (12-month) commitment that auto-renews for successive 12-month periods unless either party gives 60 days’ written notice of non-renewal.
Either party may terminate for material breach not cured within 30 days of written notice, or immediately if the breach is incapable of cure. Either party may terminate if the other becomes subject to bankruptcy or insolvency proceedings.
Upon termination: (a) Customer’s access to the Services immediately ceases; (b) each party destroys the other’s Confidential Information and certifies destruction within 30 days; (c) all outstanding fees become due; and (d) pypr.ai may delete Customer Data after 60 days.
If Customer terminates for cause, pypr.ai refunds prepaid fees for the remainder of the term. If pypr.ai terminates for cause, Customer pays remaining fees to the extent permitted by law.
17. General Provisions
Governing Law and Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action arising under this Agreement shall be brought exclusively in the state or federal courts located in the State of Delaware. The prevailing party is entitled to reasonable attorneys’ fees.
Assignment. Customer may not assign this Agreement without pypr.ai’s written consent. Either party may assign in connection with a merger, acquisition, or sale of substantially all assets.
Independent Contractor. The parties are independent contractors. This Agreement does not create an agency, partnership, or joint venture.
Force Majeure. Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, cyberattacks, pandemic, or third-party service provider outages, provided the affected party gives prompt notice and uses commercially reasonable mitigation efforts. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected Order Form without penalty with a pro-rata refund.
Severability. If any provision is unenforceable, it shall be reformed to the minimum extent necessary. The remaining provisions remain in full effect.
Waiver. Failure to exercise any right under this Agreement does not constitute a waiver.
Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement and supersedes all prior agreements. Modifications require written consent or posting in accordance with Section 1.
Time Limitation on Claims. Any claim must be filed within one (1) year after the cause of action arose.
Notices. All notices to pypr.ai shall be sent to:
pypr.ai, Inc. Attn: Legal Department 1 Hewitt Square #1001 East Northport, NY 11731 Email: legal@pypr.ai