GrowthCode Platform Terms

1. Definitions

• Client: A paying subscriber to GrowthCode Services, either Standard Services (all Publishers, including Aggregators) or Premium Services (select direct users, no reselling).
• GrowthCode Services: Marketing and advertising services, including Standard Services (GrowthCode Graph, Enrich, Data Insights, Curate, Orchestrate) for Publishers and Aggregators, and Premium Services for direct users, provided via growthcode.io or related platforms.
• Standard Services: Services for Publishers and Aggregators, including:
• GrowthCode Graph: Creates first-party IDs, tracks users across domains, contextualizes URLs, generates universal IDs (e.g., Panorama, ID5), appends hashed emails/MAIDs, delivers data to Clients daily via a method specified in the Order Form (e.g., Amazon S3, API).
• Enrich: Manages/provisions UID data for Open RTB via Prebid, inserts EID/contextual data, optimizes ID absorption.
• Data Insights: Audience targeting (e.g., gender, location), behavioral/custom segments, IAB segments, visualization, aggregated insights opt-in.
• Curate: Develops, manages, and provisions data for audience or inventory targeting to SSPs or DSPs.
• Orchestrate: Exports data to external systems (e.g., SSP, CDP).
• Premium Services: Services for direct users, including Graph Plus and additional services designated in the Order Form, designed for publishers’ specialized marketing and advertising needs, involving licensing of Premium Signals. Premium Services are limited to processing US traffic only and do not process traffic from GDPR-jurisdictional regions (e.g., European Economic Area, United Kingdom).
• Premium Signals: Data licensed by Clients for Premium Services, including hashed emails, specific demographic or audience-related data, or other data as specified in the Order Form, owned by Clients.
• Data: Information processed for GrowthCode Services, including Lead Information (Premium Services), GrowthCode Data, Client Data, End User Data, and Premium Signals, per the Order Form.
• Lead Information: Hashed emails and premium signals (e.g., behavioral, demographic data) provided by GrowthCode for Premium Services, per the Order Form.
• GrowthCode Data: Owned or licensed data (e.g., universal IDs, hashed IPs) provided by GrowthCode for Standard Services, per the Order Form.
• Client Data: Data submitted by Clients for processing under Standard Services or Premium Services, including Company Data (Standard Services) and input data (Premium Services), distinct from Data.
• Order Form: A document signed by GrowthCode and Client, specifying service details, fees, and terms, incorporating this ToS.
• Personal Data: Data identifying an individual, as defined by GDPR, CCPA, or other laws, including Lead Information and Premium Signals.
• Events: Instances triggering Standard Services, including page views, video player loads, ad requests (excluding standard ad impressions), user interactions, or server requests processing identity graph data.
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2. General Overview

GrowthCode, LLC, a New York limited liability company (“GrowthCode”), provides GrowthCode Services, including Standard Services (GrowthCode Graph, Enrich, Data Insights, Curate, Orchestrate) for Publishers and Aggregators, and Premium Services (including Graph Plus and additional services designated in Order Forms) for select direct users, via growthcode.io or related platforms, subject to these Terms of Services (“ToS”) and applicable Order Forms (GrowthCode, LLC Standard Services Order Form, Final, Dated May 13, 2025; GrowthCode, LLC Premium Services Order Form, Final, Dated May 13, 2025). By using GrowthCode Services, Clients agree to these ToS, with updates notified via email or website. GrowthCode complies with applicable laws, per our Privacy Policy (growthcode.io/privacy). If Clients disagree, they must stop using GrowthCode Services. Continued use after updates constitutes consent.

3. GrowthCode Services and License

3.1 Services

GrowthCode provides data-driven marketing and advertising services, including:

• Standard Services: Services for Publishers and Aggregators, including GrowthCode Graph, Enrich, Data Insights, Curate, and Orchestrate, supporting data monetization and advertising campaigns.
• Premium Services: Services for direct users, including Graph Plus and additional services designated in the Order Form, designed for publishers’ specialized marketing and advertising needs, involving licensing of Premium Signals. Premium Services are restricted to US traffic and are not subject to GDPR, but comply with applicable US laws (e.g., CCPA, CAN-SPAM, CASL). Standard Services may process non-US traffic and remain subject to GDPR where applicable.

GrowthCode may modify, upgrade, or discontinue services or features with 30 days’ notice via email or growthcode.io, ensuring no material detriment to Clients’ existing subscriptions. Services may include a Trial with revenue-sharing terms for Standard Services or SaaS fees for Premium Services, as specified in the Order Form. GrowthCode may reject orders for pricing errors, fraud, or compliance issues, with notice where feasible.

3.2 License and Restrictions

GrowthCode grants Clients a non-exclusive, non-transferable, non-sublicensable license to use Data for internal marketing/advertising during the subscription term, per the Order Form, subject to compliance with applicable laws, including CCPA, CAN-SPAM, CASL for Premium Services, and GDPR where applicable for Standard Services. Specific terms apply:

• Standard Services: GrowthCode licenses GrowthCode Data (e.g., universal IDs) and processes it directly, delivering data daily via methods specified in the Order Form. Aggregator Clients may resell bundled services, subject to audit, per the Order Form. A perpetual license may apply post-term if specified.
• Premium Services: Clients license Premium Signals (e.g., hashed emails, demographic or audience-related data, or other data as specified), provide them to GrowthCode for processing, and retain ownership. GrowthCode processes these signals as a data processor, not licensor, for US traffic only. A perpetual license applies to Lead Information post-term, not Premium Signals, unless specified.

Clients must:

• Ensure accuracy of Client Data and indemnify GrowthCode for inaccuracies.
• Obtain consents for data processing and tracking (e.g., via cookie banners) for Standard Services where GDPR applies; for Premium Services, comply with US consent requirements (e.g., CCPA, CAN-SPAM).
• Maintain consent records and provide them upon request.
• For Premium Services, license Premium Signals in compliance with applicable US agreements, providing evidence of compliance upon request.
• Not provide sensitive data (e.g., health, financial, children’s) without agreement; GrowthCode may reject such data.
• For Premium Services, not resell services; for Standard Services, resell only as permitted for Aggregators.

Clients must implement tracking technologies (e.g., JavaScript snippets, pixel tags, cookies) and include a privacy disclosure with an opt-out link (growthcode.io/optout). Clients may not:

• Reverse engineer, copy, or create derivative works of GrowthCode Services or software (“Software”).
• Use Services for third-party benefit (except Standard Services Aggregators) or remove proprietary notices. Clients must secure equipment and accounts. Upon termination, cease using Software, except licensed Data per the Order Form.
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4. Payment

Clients are invoiced for subscription fees as specified in the Order Form’s Pricing Grid (Exhibit A), including any introductory discounts, invoiced monthly, quarterly, or annually, with payment due within 30 days of invoice receipt. For Curate, pricing is per the Curate Pricing Agreement (Exhibit B) on a per-deal basis, as specified in the Order Form. Trial fees are non-refundable. Renewal pricing is at the agreed-upon pricing in the Order Form unless GrowthCode provides 60 days’ written notice of revised pricing. Overdue payments will incur interest at a rate of 1.5% per month (18% annually) until paid. GrowthCode provides 30 days’ advance notice of fee changes. Overages are charged per the Order Form, detailed in invoices. GrowthCode charges sales tax when applicable, and Clients are responsible for additional taxes/duties. If payment is not received within 30 days, GrowthCode may suspend Services until paid, and Client will reimburse collection costs, including reasonable attorneys’ fees. For fee disputes, Client must notify GrowthCode within 30 days of invoice receipt; parties will resolve in good faith within 30 days, or GrowthCode may terminate.

5. Termination and Disputes

Subscriptions are for a one-year term, auto-renewing for additional one-year terms with 30 days’ written notice for termination, unless otherwise specified in the Order Form (e.g., Trial terms of 60 days, extendable by 30 days upon mutual agreement, not exceeding 90 days total). For Trial Order Forms, the Client may terminate with two weeks’ written notice during the Trial; upon Trial completion, the Client will automatically convert to a one-year contract, auto-renewing with 30 days’ written notice for termination per the ToS, unless GrowthCode is notified in writing at least two weeks prior to the Trial’s end at accounting@growthcode.io. Order Form terms take precedence over the standard one-year term. Either party may terminate if the other becomes insolvent, bankrupt, or ceases operations, with immediate notice. Clients remain liable for charges through the current term or Trial period. Clients may download Data during the active period and for 7 days post-termination; thereafter, GrowthCode will delete Client data unless legally required to retain. Each party will return or destroy the other’s Confidential Information within 15 business days post-termination, certifying compliance upon request. Termination requests are processed in 1-2 business days. For billing disputes, contact accounting@growthcode.io before initiating chargebacks. Fraudulent chargebacks may lead to account suspension. Section 13 (Indemnification) survives termination as specified.

6. Website and Service Access

GrowthCode grants Clients a limited, revocable license to access Services, subject to compliance and payment. Access may be restricted for maintenance or security. Clients must create accounts with accurate information, maintain secure passwords (using two-factor authentication where available), and notify GrowthCode of unauthorized access. Clients are responsible for account activities and equipment security. Clients may not use automated systems (e.g., scrapers, robots) to access Services, except for authorized APIs. GrowthCode may suspend or terminate accounts for violations, with notice where feasible, without liability.

7. Intellectual Property

GrowthCode owns all service content, trademarks, intellectual property, anonymized analytics derived from service usage, and any anonymized, aggregated data derived from service usage. Clients own Client Data, input data, derivatives, and Premium Signals, granting GrowthCode a worldwide, non-exclusive, royalty-free license to use them for providing Services, terminating upon account closure except for data legally required to be retained.

8. Confidentiality

GrowthCode and Clients will protect each other’s Confidential Information, using it only for Services and not disclosing it except as required by law or with consent. Confidential Information includes Data, Client Data, business plans, and technical data, but excludes information that is publicly available, known to the receiving party prior to disclosure, received from a third party without confidentiality obligations, independently developed, or approved for release. Each party will ensure Representatives (e.g., employees, consultants) processing Confidential Information are bound by non-disclosure agreements. For legally required disclosures, the receiving party will notify the disclosing party (unless prohibited) and assist in protecting the information, using at least reasonable care.

9. Representations and Warranties

Each party represents and warrants that it:

• Will not reverse engineer, copy, or share the other’s Data, Client Data, or Services except as permitted.
• Will not introduce malware, spyware, or malicious code into Data or Client Data.
• Will comply with all applicable laws, including GDPR for Standard Services where applicable, and CCPA, CAN-SPAM, and CASL for all Services.
• Will use commercially reasonable efforts to ensure Data and Client Data security. Clients further represent they will:
• Cooperate with GrowthCode to provide necessary technical support.
• Maintain a privacy policy disclosing tracking technologies and obtaining End User consents, per GDPR for Standard Services and CCPA/CAN-SPAM for Premium Services.
• Ensure legal rights to provide Personal Data, including Premium Signals licensed for Premium Services. Services operate substantially as documented and are free of malicious code. They may be unavailable for maintenance, with notice for scheduled disruptions.

10. Injunctive Relief

Unauthorized use of Data, Client Data, or Software causes irreparable harm. GrowthCode may seek injunctive relief without bond, plus attorneys’ fees if prevailing.

11. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.

12. Limitation of Liability

EXCEPT FOR A BREACH BY A PARTY HERETO OF SUCH PARTY’S CONFIDENTIALITY, DATA SECURITY AND INDEMNIFICATION OBLIGATIONS, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF. EXCEPT FOR A BREACH BY A PARTY OF SUCH PARTY’S CONFIDENTIALITY, DATA SECURITY AND INDEMNIFICATION OBLIGATIONS, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL A PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO AN ORDER FORM AND/OR THESE TERMS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) THE FEES PAID OR OWED BY CLIENT TO COMPANY UNDER THE APPLICABLE ORDER FORM(S) FOR WHICH THERE HAS BEEN A BREACH DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY OR (B) FIVE THOUSAND DOLLARS ($5,000). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

13. Indemnification

Company shall defend, indemnify, hold Client, its parent companies, subsidiaries, affiliates, manager, officers, directors, employees, agents and representatives from and against any and all third party claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs, which will be reimbursed as incurred) of any kind or nature, arising from or relating to, any actual or alleged breach of any of Company’s representations, warranties or covenants in each applicable Order Form and these Terms or Company’s gross negligence or intentional misconduct. Client shall defend, indemnify, hold Company, its parent companies, subsidiaries, affiliates, manager, officers, directors, employees, agents and representatives from and against any and all third party claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs, which will be reimbursed as incurred) of any kind or nature, arising from or relating to, any actual or alleged breach of any of Client’s representations, warranties or covenants set forth in an Order Form and/or these Terms or Client’s gross negligence or intentional misconduct. An indemnitee under this Section 13 (an “Indemnitee”) must (i) promptly notify the indemnitor (an “Indemnitor”) in writing regarding any facts that may give rise to a claim for indemnification under an Order Form and/or these Terms (provided that any delay in notification will not relieve the Indemnitor of its obligations hereunder except to the extent that the delay impairs its ability to defend); (ii) provide Indemnitor with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (at Indemnitor’s expense, to the extent of any out-of-pocket expenses); and (iii) give the Indemnitor full control and sole authority over the defense and settlement of such claim, subject to Indemnitee’s approval of any such settlement, which approval will not be unreasonably withheld or delayed. An Indemnitee may, at its sole cost and expense, undertake and control the defense of any indemnifiable claims arising out of an applicable Order Form or these Terms.

14. Privacy and Data Protection

GrowthCode processes Personal Data as a data processor, complying with applicable laws. Premium Services process only US traffic, excluding traffic from GDPR-jurisdictional regions (e.g., European Economic Area, United Kingdom), and are not subject to GDPR, but comply with CCPA, CAN-SPAM, CASL, and other US laws. Standard Services may process non-US traffic and remain subject to GDPR where applicable, using safeguards (e.g., encryption, access controls, testing, at growthcode.io/security) and notifying Clients of breaches within 72 hours. GrowthCode only processes personally identifiable data under Premium Services (e.g., Lead Information, Premium Signals) for US traffic, while Standard Services process non-personally identifiable data (e.g., GrowthCode Data) unless GDPR applies. GrowthCode may use anonymized, aggregated data (owned by GrowthCode) to improve Services, train analytics models, or develop new features, ensuring no impact on Client Data privacy. GrowthCode retains Personal Data only as necessary for Services or legal obligations, deleting unneeded data periodically and all Client data within 30 days post-termination (after 7-day retrieval), unless legally required. GrowthCode assists Clients with data subject requests (e.g., access, deletion) within 10 business days, per CCPA for Premium Services and GDPR for Standard Services where applicable. GrowthCode may engage sub-processors, notifying Clients and ensuring equivalent protections. Cross-border transfers for Standard Services use Standard Contractual Clauses or other mechanisms (e.g., Data Privacy Framework) where GDPR applies; Premium Services do not involve such transfers. Client Data is not used for AI training without consent, but anonymized data may be used for analytics. Clients may audit GrowthCode’s compliance, subject to confidentiality. GrowthCode notifies Clients of regulatory data requests, unless prohibited. For Premium Services, GrowthCode processes Premium Signals per Client instructions for US traffic. Clients, as data controllers, must:

Comply with our Privacy Policy (growthcode.io/privacy).

Obtain consents and honor opt-outs, per CCPA/CAN-SPAM for Premium Services and GDPR for Standard Services where applicable.

For Premium Services, license Premium Signals in compliance with applicable US agreements, providing evidence of compliance upon request.

Enter a Data Processing Agreement (DPA). GrowthCode may suspend Services for non-compliance.

15. Governing Law and Disputes

These ToS are governed by the laws of the State of New York. Disputes are resolved as follows:

Notice of Dispute: Clients must send a written Notice of Dispute to GrowthCode Corporation, ATTN: Legal Department, 47 East 88th St, Suite 8B, New York, NY 10128, USA, detailing the issue. Parties will attempt good-faith resolution within 30 days.

Arbitration: If unresolved, disputes are resolved via binding arbitration in New York per American Arbitration Association (AAA) rules, including AAA’s Mass Arbitration Supplementary Rules for related cases. US Clients waive class action rights.

Costs: Each party bears its own costs, unless the arbitrator awards otherwise for frivolous claims.

Time Limit: Claims must be filed within one year.

Other Terms: Clients may not assign rights without GrowthCode’s consent; GrowthCode may assign with notice. GrowthCode may modify ToS with 30 days’ notice, or promptly for legal changes, with termination option if unacceptable. GrowthCode is not liable for delays beyond its control (e.g., cyberattacks). GrowthCode may use Client’s name/logo in marketing, subject to approval. Notices must be in writing, sent via certified mail, overnight delivery, or email (with physical copy) to GrowthCode’s CFO or Client’s Order Form address. The prevailing party in legal actions is entitled to attorneys’ fees and costs. This ToS may be executed in counterparts. Failure to enforce provisions does not waive them.

16. Miscellaneous

Entire Agreement: This ToS, together with the applicable Order Form and Data Processing Agreement, constitutes the entire agreement between GrowthCode and Client regarding the Services, superseding all prior or contemporaneous agreements, understandings, or representations.

Severability: If any provision of this ToS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

17. Survival

Indemnification, limitation of liability, intellectual property, injunctive relief, confidentiality, and governing law survive termination.

Revision: May  2025