TargetEngine – Services Agreement and Terms of Service

This Services Agreement and Terms of Service (the “Agreement”) is entered into as of the Effective Date on the Order Form between you (“Client” or “You”) and TargetEngine (“TargetEngine,” “we,” or “us”) (together, the “Parties”). The Order Form and this Agreement, including any referenced policies, govern your receipt of TargetEngine’s expert-driven data services.

1. Services

1.1 Scope. We will perform, on your behalf, expert data analysis and reporting services—including audience segmentation, lookalike prospecting, data enrichment, and scoring—as detailed in the Order Form (the “Services”).

1.2 Consulting & Delivery. Our team will validate, standardize, enrich, and analyze your data; build custom models; and deliver branded PDF reports and CSV files ready for your campaigns or CRM integration.

2. Intellectual Property

2.1 TargetEngine IP. All methodologies, algorithms, enhancements, processes, designs, and know-how developed or used by TargetEngine—including any improvements conceived during this engagement—are our sole and exclusive property (“TargetEngine IP”). You receive only the limited license to use deliverables as set forth herein.

3. Client Data & Privacy

3.1 Data Controller. You remain the data controller of all personal information (“PII”) you provide. You grant us a license to process your PII solely to perform the Services and comply with applicable laws.

3.2 Privacy & Compliance.

  • Privacy Notices: You must publish and maintain a privacy notice explaining how you and TargetEngine collect and use data.
  • GDPR & CCPA: You are responsible for handling consumer requests under GDPR and CCPA. We will reasonably cooperate to support your obligations.

4. Fees & Payment

4.1 Service Fees. You agree to pay the fees set forth in the Order Form. Pre-approved travel or out-of-pocket expenses will be invoiced separately.

4.2 Invoicing & Terms.

  • Setup fees are due upon execution.
  • All other invoices are due net 30 days.
  • Balances over 45 days incur interest at 1.5% per month, compounded monthly.

4.3 Taxes. Fees exclude taxes; you are responsible for applicable sales, use, VAT, or similar taxes.

5. Confidentiality

5.1 Definition. “Confidential Information” means all non-public business, technical, or financial information disclosed under this Agreement.

5.2 Obligations. Each Party will protect the other’s Confidential Information with at least reasonable care, use it only to perform this Agreement, and disclose it only to authorized personnel under comparable confidentiality obligations.

5.3 Exceptions & Survival. Confidentiality obligations survive termination for two (2) years and do not apply to information that becomes public without breach, is independently developed, or is legally compelled to be disclosed.

6. Term & Termination

6.1 Term. The initial term is 12 months. Without 30-day prior notice by either Party, this Agreement renews automatically for successive 12-month terms.

6.2 Termination. We may suspend or terminate immediately for material breach, including non-payment. Upon termination, all unpaid fees become due. Surviving provisions include Confidentiality, IP, Data & Privacy, Limitation of Liability, and General Provisions.

7. Warranties & Disclaimers

7.1 Limited Warranty. We warrant that Services will be performed in a professional manner. We do not guarantee specific business outcomes.

7.2 Disclaimer. Except as provided above, all warranties—express or implied—are disclaimed to the fullest extent permitted by law.

8. Limitation of Liability

Neither Party is liable for indirect, incidental, consequential, or punitive damages. Each Party’s aggregate liability shall not exceed the amounts you have paid us under this Agreement.

9. General Provisions

9.1 Governing Law & Dispute Resolution. Georgia law applies. Disputes are subject to binding arbitration in Fulton County, Georgia, following good-faith mediation.

9.2 Relationship. We are independent contractors; nothing creates an agency or partnership.

9.3 Entire Agreement. This Agreement, together with the Order Form and referenced policies, constitutes the entire understanding and supersedes all prior communications.

9.4 Notices. Any notice must be in writing and delivered personally, by confirmed facsimile, or by registered mail.

Definitions

  • “Services” means the expert data analysis, modeling, and reporting performed by TargetEngine.
  • “Order Form” means the document specifying Services, fees, and schedule, signed by both Parties.

By signing the Order Form, you agree to these Terms of Service.