The agreement that governs your use of api.placement.solutions, app.placement.solutions, and the connected services. Read in conjunction with the DPA, the subprocessor list, and your Order Form.
You accept this Agreement by clicking accept at signup, executing an Order Form, or making any use of the Service after the effective date. The contract between us is composed of, in order of precedence: (a) the Order Form, including any negotiated amendments; (b) the DPA at dpa.html; (c) the Subprocessor List at subprocessors.html; (d) these Terms of Service. Where conflicts exist, the higher-precedence document controls for the conflicting subject matter only.
If you accept on behalf of a legal entity, you represent that you have authority to bind that entity. If you do not have that authority, do not accept and do not use the Service.
Subject to payment of fees and compliance with this Agreement, we grant Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license during the term to access the Service and to use Index Data returned through Customer's authenticated API requests, scoped to the Tier on the Order Form. The per-Tier scope is:
Internal-use license. Customer may query the Service through documented endpoints, store the returned records for internal analysis, and incorporate aggregated insights derived from Index Data into Customer's internal reports and pitch materials. Customer may not republish raw Index Data, expose Index Data through any external interface, or include Index Data in deliverables to third parties without our prior written consent.
Read-Only scope plus webhook delivery, real-time refresh, and the right to surface Index Data inside Customer's CRM, BI, or workflow tool for use by Customer's Authorized Users. Customer may include extracts of Index Data in client-facing deliverables (for example, pitch decks) provided Customer attributes the data to placement.solutions and does not present Index Data as Customer's own product.
Real-Time scope plus bulk export, derivative-product rights, and permission to incorporate Index Data into Customer's commercial publications, research products, or co-branded reports, provided Customer maintains attribution per the Order Form. Bulk customers may not redistribute the underlying flat dataset to third parties.
Negotiated scope per Order Form. Enterprise typically adds SAML SSO, Tier-1 support, custom SLA terms, BAA where applicable, and bespoke field mapping. Where the Enterprise Order Form expressly grants rights broader than this section 3, the Order Form controls.
Customer shall not, and shall not permit any third party to:
We may suspend access without prior notice for material violation of this section. Where the violation is curable, we will give Customer written notice and a reasonable cure period before terminating.
Each Tier has a per-minute, per-hour, and per-day request budget published at docs.placement.solutions/limits. The Service may return HTTP 429 with a Retry-After header when a budget is exceeded. Sustained traffic above 150% of the published per-day budget across any seven-day window constitutes a fair-use violation; we will contact Customer's billing or technical contact to discuss tier upgrade or burst billing before throttling. Bulk and Enterprise tiers have negotiated budgets specified on the Order Form.
We commit to the following monthly uptime, measured by our public status page at status.placement.solutions:
| Tier | Uptime SLA | Service credit on miss |
|---|---|---|
| Read-Only | 99.5% | 10% of monthly fee per 0.5% below SLA, capped at 50% |
| Real-Time | 99.9% | 10% of monthly fee per 0.1% below SLA, capped at 50% |
| Bulk | 99.9% | 5% of quarterly fee per 0.1% below SLA, capped at 30% |
| Enterprise | Per Order Form (typically 99.95%) | Per Order Form |
Service credits are Customer's sole and exclusive remedy for SLA misses other than Customer's right to terminate for chronic SLA failure under section 10. Scheduled maintenance windows announced at least seven (7) days in advance and emergency security maintenance are excluded from uptime calculations.
As between the parties, Customer owns all right, title, and interest in Customer Data, including configuration, integrations, and any extracts of Index Data Customer combines with Customer's own data within Customer's systems. Customer grants us a limited license to process Customer Data solely to provide the Service.
As between the parties, we own all right, title, and interest in the Service, including the underlying index, the taxonomy, the scoring algorithms, the Index Data records, the documentation, and all improvements. Nothing in this Agreement transfers ownership of the Service or Index Data to Customer.
Customer may provide feedback or feature requests. We may use that feedback without obligation or attribution. Feedback shall not include Customer's confidential business information unless Customer expressly identifies it.
Each party may receive non-public information of the other ("Confidential Information") in connection with this Agreement. The receiving party shall use Confidential Information only to perform under this Agreement, protect it with at least the same degree of care it uses for its own similar information (and never less than reasonable care), and disclose it only to employees and contractors with a need to know who are bound by confidentiality obligations no less protective than this section. Confidentiality obligations survive termination for three (3) years, except that trade secrets remain protected as long as they qualify as such under applicable law.
Fees are stated on the Order Form or, for self-serve tiers, on the published pricing page in effect at signup. Read-Only and Real-Time tiers are billed monthly in advance through Stripe. Bulk tier is billed quarterly in advance by invoice on NET 30 terms. Enterprise tier is billed per the Order Form, typically annually in advance with NET 30 invoice.
All fees are exclusive of taxes. Customer is responsible for sales, use, value-added, and similar taxes other than taxes on our net income. We may suspend the Service for accounts more than thirty (30) days past due, after written notice and a ten (10) day cure window. Suspended accounts that remain unpaid for an additional thirty (30) days may be terminated without further notice.
Fees are non-refundable except for service credits expressly provided in section 6 or where this Agreement gives Customer a right to terminate for our breach. Annual prepaid fees are not refundable on Customer's mid-term termination for convenience.
Initial term: twelve (12) months from the effective date on the Order Form, unless a different term is specified there. Renewal: automatic for successive twelve-month periods unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
Pilot opt-out: any new Customer may terminate within thirty (30) days of the initial subscription start date for any reason, with pro-rata refund of unused fees.
Termination for cause: either party may terminate immediately on written notice if the other party (a) materially breaches this Agreement and fails to cure within sixty (60) days of written notice, (b) becomes insolvent, files for bankruptcy, or makes a general assignment for benefit of creditors, or (c) ceases to operate.
Termination for chronic SLA failure: Customer may terminate without further obligation if the applicable Tier's uptime SLA is missed in three (3) consecutive months or in any four (4) months within a rolling twelve-month window. In that case Customer is entitled to a pro-rata refund of prepaid fees attributable to the period after the termination date.
Effects of termination: Customer's license to access the Service ends. Customer remains liable for fees accrued before termination. Within ninety (90) days of termination, we delete Customer Data per Privacy Policy section 5. Sections 4, 7, 8, 11, 12, 13, 15, 16, and 19 survive termination.
We warrant that during the term, the Service will perform materially in accordance with the documentation. Our sole obligation, and Customer's sole and exclusive remedy, for breach of this warranty is to use commercially reasonable efforts to correct the non-conforming Service or, if we cannot do so within a reasonable period, to refund the fees prepaid for the period during which the Service did not conform.
For Bulk and Enterprise customers who have purchased a sourcing-chain integrity warranty as a line item on the Order Form, we additionally warrant that Index Data records delivered to Customer have been collected through documented sources, attributed to those sources, and processed according to the published methodology. Breach remedy: re-delivery of corrected records or, at Customer's election, refund of fees attributable to the affected records.
Except for the express warranties in this section, the service is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all other warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy of data, and uninterrupted operation. We do not warrant that the service will be error-free or that all defects will be corrected.
We will defend Customer against any third-party claim alleging that Customer's authorized use of the Service infringes a US patent, copyright, or trademark, and we will pay damages finally awarded against Customer or amounts in any settlement we approve. Our obligations do not apply to claims arising from (a) Customer's use of the Service in combination with any product, data, or service not provided by us, where the infringement would not have occurred but for the combination, (b) modifications to the Service made by anyone other than us, (c) Customer's use after we have notified Customer to discontinue, or (d) Customer Data. If the Service becomes or, in our judgment, may become subject to an infringement claim, we may at our option (i) procure for Customer the right to continue using the Service, (ii) modify the Service to be non-infringing while preserving material functionality, or (iii) terminate the affected Service and refund prepaid fees attributable to the unused term.
Customer will defend us against any third-party claim arising from (a) Customer Data, (b) Customer's use of Index Data outside the license scope in section 3, (c) Customer's violation of section 4, or (d) Customer's violation of any law applicable to Customer's industry or business.
Indemnification obligations are conditioned on the indemnified party giving prompt written notice of the claim, allowing the indemnifying party sole control of the defense and settlement (provided no settlement adversely affects the indemnified party without consent), and providing reasonable cooperation. Indemnification under this section is mutually capped at the fees Customer paid to us in the twelve (12) months preceding the claim.
Each party's total cumulative liability arising out of or related to this agreement, whether in contract, tort, or otherwise, is limited to the fees Customer paid or owed to us during the twelve (12) months preceding the event giving rise to the claim. Neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenues, or lost data, even if advised of the possibility.
The cap and exclusion in the preceding paragraph do not apply to (a) Customer's payment obligations, (b) either party's indemnification obligations under section 12, (c) breach of confidentiality under section 8, (d) breach of section 4 (use restrictions), or (e) fraud, willful misconduct, or gross negligence.
Neither party is liable for failure or delay in performance to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, or major Internet or utility outage affecting both parties' regions, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance. This section does not excuse Customer's payment obligations.
This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties shall first attempt to resolve any dispute through good-faith negotiation between executives with authority to settle, for at least thirty (30) days. If unresolved, the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in New York County, New York. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek emergency injunctive relief in the state or federal courts located in New York County for actual or threatened infringement of intellectual property, breach of confidentiality, or breach of section 4.
Each party waives any right to participate in a class, collective, or representative action.
Notices to placement.solutions: hunter@placement.solutions, with a copy of any legal notice to hunter@placement.solutions. Notices to Customer: the email address Customer designates as the billing or admin contact in the dashboard. Notice is effective on receipt. Material legal notices must additionally be sent by registered mail or recognized overnight courier where required.
We may modify this Agreement. For material changes (changes that materially reduce Customer's rights or materially increase Customer's obligations), we will give at least thirty (30) days advance notice by email to the admin contact and by posting at this URL. Continued use of the Service after the effective date constitutes acceptance. If Customer does not accept a material change, Customer may terminate within the notice period with pro-rata refund of unused prepaid fees. Non-material changes are effective on posting. Changes required for legal or regulatory compliance may be effective immediately.
This Agreement is the entire agreement between the parties on its subject and supersedes all prior or contemporaneous communications. Any contrary terms in Customer's purchase order or vendor management portal are rejected and have no effect unless expressly accepted by us in a signed writing. If any provision is held unenforceable, the rest of the Agreement remains in effect and the unenforceable provision is reformed to the minimum extent necessary to make it enforceable. No waiver of any breach is a waiver of any subsequent breach. Neither party may assign this Agreement without the other's written consent, except to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations.