These Client Service Terms (the Service Terms) are between Demand Graph (Demand Graph, we, us, or our) and the organization identified as the client in an Order Form (Client). They govern the implementation, managed services, platform access, and related work described in that Order Form (the Services).
1. Agreement and precedence
The agreement consists of: (1) each signed proposal, statement of work, or order form that incorporates these Service Terms (an Order Form); (2) any data processing addendum (DPA), service-level agreement, or other addendum expressly incorporated into it; and (3) these Service Terms (together, the Agreement).
If documents conflict, the following order controls unless an Order Form expressly states otherwise: DPA for personal-data issues; applicable Order Form; other incorporated addenda; these Service Terms. A purchase order does not modify the Agreement even if Demand Graph acknowledges it.
2. Services and changes
Demand Graph will provide the Services described in the Order Form. Services may include discovery or audit work, implementation, landing pages and website surfaces, attribution capture, lead and booking workflows, integrations, reporting, and managed optimization.
The Order Form will identify deliverables, assumptions, dependencies, milestones, usage limits, environments, and any acceptance procedure. Unless it says otherwise, acceptance occurs when the Client uses a deliverable in production or does not identify a material non-conformity within acceptance period days after delivery.
Changes to scope, integrations, deliverables, or assumptions require a written change order. Demand Graph may improve the Services if the change does not materially reduce agreed functionality, security, or Client rights during the current term.
3. Client responsibilities
Client will:
- provide timely, accurate content, brand assets, approvals, access, instructions, and personnel;
- ensure it has all rights and lawful grounds needed for Client Data and Client instructions;
- publish legally sufficient notices and obtain consents for marketing, cookies, tracking, recording, profiling, and communications where required;
- ensure claims, offers, prices, testimonials, regulated statements, and instructions supplied by Client are accurate and lawful;
- configure and lawfully operate its advertising, CRM, channel, calendar, and other connected accounts, unless the Order Form assigns a specific task to Demand Graph;
- protect credentials and authorized-user accounts, promptly remove access that is no longer needed, and notify Demand Graph of suspected compromise;
- avoid uploading data or directing processing outside the agreed scope; and
- cooperate with security, privacy-rights, incident-response, and offboarding requests.
Client is responsible for its authorized users and for decisions made from reports, scores, recommendations, or leads. Demand Graph does not buy or manage advertising unless an Order Form expressly says otherwise.
Delays caused by Client may move milestones and may result in reasonable additional fees stated in a change order.
4. Authorized users and acceptable use
Client may allow only its personnel and approved contractors to access the Services. Access is personal and may not be shared. Client and its users must not:
- violate law or third-party rights;
- circumvent security, permissions, tenant isolation, rate limits, or usage controls;
- introduce malicious code or conduct unauthorized security testing;
- use the Services to create unlawful discrimination, deception, harassment, or spam;
- reverse engineer or use non-public aspects of the Services to build a competing product, except where that restriction is prohibited by law; or
- process prohibited regulated data under section 8.
5. Fees, taxes, and payment
Client will pay the fees and currencies stated in the Order Form. Unless the Order Form says otherwise:
- invoices are due within payment period days;
- fees are refundable or non-refundable rule;
- recurring fees are billed billing frequency and timing;
- usage beyond an included allowance is billed at overage method or rate; and
- late undisputed amounts may accrue the lesser of late charge or the maximum permitted by law.
Fees exclude taxes. Client is responsible for applicable sales, use, value-added, withholding, and similar taxes, excluding taxes on Demand Graph's net income. If law requires withholding, Client will provide valid documentation and cooperate to minimize it lawfully.
Client must dispute an invoice in good faith within invoice dispute period days and pay the undisputed portion on time.
6. Third-party services
The Services may interoperate with infrastructure, edge, analytics, communication, email, CRM, calendar, booking, advertising, payment, or other services supplied by third parties (Third-Party Services). Client authorizes the connections selected in the Order Form or configuration.
Third-Party Services are governed by their providers' terms and may change or become unavailable. Demand Graph is not responsible for a provider's acts, content, or independent outage, but will use commercially reasonable efforts to maintain or replace an integration within the agreed scope. Client is responsible for third-party accounts and charges unless the Order Form says otherwise.
7. Data protection
Client Data means data, content, instructions, credentials references, and personal information submitted by or for Client or collected through Client surfaces. As between the parties, Client controls Client Data and instructs Demand Graph to process it only to provide, secure, support, and improve the Services as permitted by the Agreement.
For personal information Demand Graph processes on Client's behalf, Client is the controller or business and Demand Graph is the processor or service provider, unless applicable law assigns a different role for a specific activity. For account administration, billing, security, legal compliance, and Demand Graph's own business relationships, Demand Graph may act as an independent controller.
Before production processing for an external tenant begins, the parties will execute DPA title or URL. The DPA must address documented instructions, confidentiality, security, subprocessors, assistance with individual rights, incident notice, deletion or return, audits, and international transfers as applicable. Demand Graph will maintain subprocessor list URL and change-notice mechanism.
Demand Graph will not sell Client Data, use it for targeted advertising, or train a general-purpose model on it unless Client expressly authorizes that use in a written amendment and applicable law permits it. Aggregated or de-identified information may be used to operate and improve the Services only if it cannot reasonably be linked back to Client or an individual and Demand Graph does not attempt to re-identify it.
8. Prohibited and regulated data
Client must not submit or direct Demand Graph to process payment-card data, government identifiers, biometric identifiers, precise geolocation, data about children, protected health information, consumer financial data, special-category or sensitive personal data, or other specially regulated data unless the Order Form expressly identifies the category and the parties first complete all required legal, privacy, and security reviews and execute any required addendum, including a business associate agreement where applicable.
The Services are not represented as compliant with HIPAA, PCI DSS, GLBA, COPPA, or another sector-specific regime unless an Order Form expressly states that commitment.
9. Security
Demand Graph will maintain reasonable administrative, technical, and organizational safeguards appropriate to the Services and the risk, including tenant access controls and separation, least-privilege access, secure transport, credential controls, logging, and incident procedures. Specific commitments, certifications, recovery objectives, or audit rights apply only if stated in an Order Form, DPA, or security addendum.
No service is completely secure. Client will maintain appropriate security for its systems, accounts, endpoints, users, and instructions. Each party will notify the other without undue delay after confirming a security incident affecting the other party's confidential information, subject to the timing and detail in the DPA and applicable law.
10. Confidentiality
Confidential Information is non-public information disclosed by one party that is marked confidential or reasonably should be understood as confidential, including Client Data, credentials, security information, pricing, business plans, and non-public product information. It excludes information the recipient can document was lawfully known without restriction, becomes public without breach, is received lawfully from another source, or is independently developed.
The recipient will use Confidential Information only for the Agreement, protect it with at least reasonable care, and disclose it only to personnel and contractors who need it and are bound by confidentiality. A legally compelled disclosure is permitted after notice where lawful and reasonable cooperation at the discloser's expense. These duties continue for confidentiality period years after disclosure; trade secrets remain protected while legally a trade secret.
11. Ownership and licenses
Client owns Client Data and Client-provided materials. Demand Graph owns the Services, software, templates, methods, models, know-how, documentation, and improvements (Demand Graph Technology). Each party retains rights it had before the Agreement.
Client grants Demand Graph and its approved subcontractors a non-exclusive license to use Client Data and materials only to perform the Agreement. During the term, Demand Graph grants Client a limited, non-exclusive, non-transferable right to use the deliverables and Services for Client's internal business and agreed marketing activities.
Ownership of bespoke deliverables, pre-existing components embedded in them, and any transfer upon payment will be stated in the Order Form. If the Order Form is silent, Demand Graph owns the deliverable and Client receives the license above.
Feedback may be used without restriction or attribution, provided it does not identify Client or include Client Confidential Information.
12. Warranties
Each party warrants that it has authority to enter the Agreement. Demand Graph warrants that it will perform professional services with reasonable skill and care and that the Services will materially conform to the applicable Order Form. Client's exclusive remedy for a proven breach is re-performance; if Demand Graph cannot cure it within a reasonable period, Client may terminate the affected Order Form and receive a pro-rata refund of prepaid unused fees for the affected Service.
Except for express warranties in the Agreement, and to the maximum extent permitted by law, the Services are provided as is and as available. Demand Graph disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Services will be uninterrupted or produce a particular lead, booking, revenue, campaign, or sales result. Recommendations and scores support human judgment and are not guarantees.
13. Indemnities
Demand Graph will defend Client against a third-party claim that the unmodified Demand Graph Technology, when used as authorized, infringes that party's intellectual-property right, and will pay damages and settlements finally awarded or approved by Demand Graph. Demand Graph may procure continued use, modify or replace the affected item, or terminate it and refund prepaid unused fees. This duty does not cover Client Data, Client instructions, combinations not supplied by Demand Graph, unauthorized changes or use, or continued use after notice of an available remedy.
Client will defend Demand Graph against third-party claims arising from Client Data, Client's offers or content, Client instructions, Client's unlawful communications or tracking, Client's connected accounts, or Client's material breach of sections 3, 4, 7, or 8, and will pay damages and settlements finally awarded or approved by Client.
The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow control of the defense and settlement. A settlement may not admit fault or impose a non-monetary obligation on the indemnified party without consent.
14. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, revenue, goodwill, business opportunity, or anticipated savings, even if advised they were possible.
Except for Excluded Claims, each party's total aggregate liability arising from an Order Form will not exceed recommended cap, such as fees paid or payable under the affected Order Form during the twelve months before the event. Excluded Claims are negotiated exclusions and any separate super-cap, such as payment obligations, confidentiality, data-protection breach, indemnities, fraud, wilful misconduct, or liability that cannot legally be limited.
The parties agree that these limits allocate commercial risk and apply to all legal theories and remedies.
15. Term, renewal, suspension, and termination
Each Order Form begins and continues for the term stated in it. If it is silent, the initial term is default initial term and renews for renewal period unless either party gives non-renewal notice days' notice.
Either party may terminate an Order Form for a material breach not cured within cure period days after notice, or immediately if the breach cannot be cured. Either party may terminate if the other becomes insolvent, subject to applicable law. Termination for convenience, if offered, must be stated in the Order Form.
Demand Graph may suspend affected Services where reasonably necessary to address a security threat, unlawful use, material acceptable-use breach, overdue undisputed fees after notice, or a provider restriction. Demand Graph will limit the suspension where practical and restore service after the cause is resolved.
16. Effect of termination and data return
On termination, Client will stop using the affected Services and pay accrued amounts. On written request made within export request window, Demand Graph will provide a standard export of available Client Data where included in the Order Form or DPA. After that window, Demand Graph will delete or de-identify Client Data within production deletion period, except where law requires retention, the data exists in backups pending ordinary rotation, or it has been validly de-identified. Backup deletion occurs within backup deletion period.
Sections concerning payment, confidentiality, ownership, warranty disclaimers, indemnities, liability, effect of termination, and disputes survive as needed to give them effect.
17. Publicity
Demand Graph may identify Client as a customer or use Client's marks only as stated in the Order Form or with prior written consent. optional case-study and logo-use rule.
18. General
Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. Neither party may assign the Agreement without the other's consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, with notice and assumption of obligations. Demand Graph may use subcontractors but remains responsible for its contractual obligations.
The parties are independent contractors. The Agreement creates no partnership, agency, employment, fiduciary, or exclusive relationship. Amendments and waivers must be in writing and signed by authorized representatives. If a provision is unenforceable, it will be limited and the remainder will continue. The Agreement is the entire agreement about its subject and replaces prior discussions.
Notices must be sent to the addresses in the Order Form and, for Demand Graph, to legal notices email and postal address. Notice is effective by permitted delivery methods and deemed-receipt rules.
19. Governing law and disputes
The Agreement is governed by the laws of governing jurisdiction, without regard to conflict-of-law rules. The courts of exclusive court and location, or arbitration institution, seat, rules, number of arbitrators, and language, have exclusive authority, except where mandatory law requires otherwise.
Before formal proceedings, an authorized representative of each party will try in good faith for escalation period days to resolve the dispute after written notice.
20. Demand Graph details
Demand Graph entity type registration number, if applicable registered address and country Legal notices: legal notices email Support: support email