Customer Terms and Conditions

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Last revised: March 2026

 

These Customer Terms and Conditions (“Terms”) are incorporated into each Order Form executed by the entity named in the signature block below (“Customer”) with Madison Logic, Inc., a Delaware corporation with its principal place of business at 780 3rd Avenue, 20FL, New York, NY, 10017 (“Madison Logic”) and governs Customer’s subscription to the Services subscribed for thereunder. The Order Form and these Terms are, collectively, this “Agreement”. By executing an Order Form that incorporates these Terms by reference, Customer agrees to these Terms. Any capitalized terms used herein but not defined shall have the meaning ascribed to them in the Order Form.

1. Provision and Use of the Services; Platform

1.1. Generally. Madison Logic shall provide the specific products and services (the “Services”) in accordance with the terms of each order form executed by the Parties pursuant to this Agreement (“Order Form”). Customer may access the Services through Madison Logic’s platform (“Platform”), accessible at https://mlplatform.madisonlogic.com/ (“Madison Logic Site”). Customer may use the Services for itself and its internal business purposes or, if Customer is an agency (“Agency”), for Customer’s own clients (“Customer Clients”).

1.2. Access and Use. Madison Logic hereby grants Customer a limited, nonexclusive, non-transferable (except in connection with an assignment of this Agreement as permitted in Section 12.6), revocable right, during the Term, to access and use the Platform. In order to access and use the Platform, Customer will be provided with an account (“Customer Account”) as well as a username and password (“Account Credentials”). Customer may also have access to the Platform through a dashboard (“Dashboard”).  Customer is responsible for all activity occurring under its Customer Account and Customer shall notify Madison Logic immediately of any unauthorized access to or use of its Customer Account or Account Credentials or any other known or suspected breach of security involving its Customer Account or Account Credentials and, in such event, Customer shall use reasonable efforts to stop immediately any copying, distribution or misuse of any portion of the Madison Logic Technology that is known or suspected by Customer.

1.3. Restrictions. Except as expressly permitted herein, Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services, the Platform, and any technology or software used by Madison Logic to provide any of the foregoing, including underlying technology, trade secrets, data, content or information (collectively, “Madison Logic Technology”); (ii) modify, adapt, translate, make derivative works based upon any portion of, or reproduce any portion of the Madison Logic Technology, (iii) reverse engineer, disassemble, decompile or otherwise attempt to derive source code of any portion of the Madison Logic Technology, (iv) send or store infringing, or otherwise unlawful or tortious material, including material violative of third party intellectual property, moral, privacy or publicity rights (“Infringing Materials”) or any material containing malware, ransomware, software viruses, worms, Trojan horses, time bombs, cancelbots or other harmful computer code, files, scripts, agents, programs or programming routines (collectively, “Harmful Code”) to, on or through any portion of the Madison Logic Technology, (v) access the Platform by any means other than through the Dashboard and account credentials that are provided by Madison Logic, or attempt to gain unauthorized access thereto, (vi) disclose or allow third parties to use its Customer Account or Account Credentials, (vii) use any portion of the Madison Logic Technology or Services for any purpose or in any manner that is unlawful or prohibited by this Agreement or by applicable law, (viii) publicly disseminate information or analysis regarding the performance of the Platform or Services, (ix) use the Platform in a manner that could reasonably be expected to damage or interfere with the proper functioning of the Platform, or (x) permit or authorize any party to do any of the foregoing.

2. Content; Provided Data.

2.1. Customer Content. Customer is solely responsible for any trademarks, content, white papers, designs, logos, images, documents, graphics, messages, communications, information, data, images, or other materials (“Content”) Customer submits to Madison Logic via the Platform or otherwise for display or distribution to third parties (“Customer Content”), including any Customer Client’s Content and Advertising Materials. As used herein, “Advertising Materials” means all Content delivered to Madison Logic for Ads, including artwork, creative materials, copy, active URLs, digital property linked to such Ads, ad tags or other technology (if any). All Customer Content is subject to Madison Logic’s ongoing approval, rejection and removal. Madison Logic acknowledges that Customer alone (and its licensors, where applicable) shall own all right, title and interest in and to the Customer Content and/or any Customer trademarks, service marks and/or logos, and no right or license is granted to Madison Logic, except as specifically provided herein.

2.2. License to Customer Content. During the Term of this Agreement, Customer grants to Madison Logic a royalty-free, worldwide, revocable, non-transferrable license to store, process, reproduce, publish, and display Customer Content solely as necessary to provide the Services to Customer, which storage may be accomplished by the use of third-party hosting providers. Madison Logic shall not modify the Customer Content without Customer’s prior written permission (email to suffice). Madison Logic reserves the right, but does not assume any obligation, to delete Customer Content that Madison Logic, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, in violation of the Policies, in violation of Applicable Laws or otherwise unacceptable.

2.3. Content Created by Madison Logic For Customer. From time to time, Customer may engage Madison Logic to create Content for Customer or Customer Clients to use in Madison Logic’s Lead Generation Services (“ML Created Content”). The Order Form shall specify the type of ML Created Content to be created and the price for such Content. Upon payment therefor, all right, title and interest in and to the ML Created Content shall be owned by Customer, and shall be considered a work made for hire. To the extent any ML Created Content is not deemed a work made for hire under applicable law, Madison Logic hereby irrevocably assigns to Customer all right, title and interest in and to such ML Created Content, including all intellectual property rights therein.

2.4. Provided Data.  Customer shall be solely responsible for (i) any and all data it provides, grants access and/or makes available to Madison Logic (collectively, “Provided Data”); (ii) the accuracy, completeness, quality, integrity and legality of Provided Data, (iii) the collection and transmittal to Madison Logic of Provided Data; (iv) complying with all Applicable Laws in its performance of its obligations in respect the Provided Data; and (v) ensuring that it has all necessary rights to share the Provided Data with Madison Logic for Madison Logic to perform the Services as set forth herein and in the applicable Order Form. Without limiting the foregoing, Madison Logic shall have no obligation to audit, check or verify any Provided Data.

3. Privacy; Security.

3.1. Compliance with Laws. Each party shall comply with all applicable local, state, national and foreign laws, guidelines, treaties and regulations, including those related to advertising, data privacy, data security, and  international communications (collectively “Applicable Laws”).  In addition, each party shall comply with the Data Protection Addendum located at https://trust.madisonlogic.com/item/data-processing-agreement (“DPA”) which is incorporated herein.

3.2. Security. Each party shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Personal Data collected, processed or stored by such party.

3.3. Use of Aggregated Data. Madison Logic shall be free to use data that is collected, provided or processed in relation to Customer’s use of the Services, in aggregated and anonymized form that is incapable of identifying Customer or any individual such that it cannot reasonably be made to reidentify Customer or any individual (collectively, “Aggregated Data”) for Madison Logic’s business and marketing purposes, including improving the operation of the Services (including development, maintenance, support, and training services), developing products and services, creating benchmarks, performing research, conducting statistical analysis, and distributing aggregated statistics to clients, potential clients and the general public. Customer hereby grants Madison Logic a worldwide, non-exclusive, perpetual, royalty-free, fully paid-up license to use Aggregated Data for such purposes.

4. Payment; Taxes.

4.1. Payment. Customer shall pay Madison Logic in accordance with the Order Form and these Terms.  Unless otherwise set forth on the Order Form, the total fees set forth therein shall be invoiced to Customer in equal monthly installments over the Term, with each installment calculated as the Net Amount (set forth on the Order Form)  divided by the number of calendar months in the Term (each, a “Monthly Installment”).  Invoicing shall commence on the first day of the calendar month immediately following the earlier of thirty (30) days following the Order Form Effective Date or the date on which the first deliverable of either media or services is provided.  Customer shall pay each invoice within 30 days of receipt of invoice. Madison Logic reserves the right to charge, and Customer shall pay Madison Logic, a late fee in the amount of 1.5% per month for any past due amounts (up to the maximum amount permitted by law). Customer shall reimburse Madison Logic for all expenses, including reasonable attorney’s fees and costs, incurred in collecting past due amounts. Madison Logic reserves the right to suspend all campaigns, reporting and/or Customer’s access to the Platform and/or Services in the event that the Customer Account is overdue by 30 days following notice and opportunity to cure in accordance with Section 6.2. until such overdue amounts are paid, in such case, Madison Logic shall provide written notice of such overdue amount to Customer.

4.2. Taxes. Customer will be responsible for all taxes imposed on Services delivered, except that, Madison Logic will be responsible for taxes based on its own income, payroll, gross receipts, real estate, and personal property in provision of any Services.

5. Intellectual Property Ownership. Madison Logic alone (and its licensors, where applicable) own all right, title and interest, including all related intellectual property rights (e.g., patent, copyright, trade secret), in and to: (i) the Madison Logic name, the Madison Logic trademarks, service marks and logos, and any of the product names or logos associated with the Platform and/or Services, all of which are trademarks of Madison Logic (“Madison Logic Marks”), and no right or license is granted hereunder to Customer or Customer Clients to use the Madison Logic Marks or the Madison Logic Technology and any suggestions, ideas, enhancement requests, feedback, or recommendations with respect to improving and/or modifying the Madison Logic Technology, provided by Customer, any Customer Client, or any other third party. This is an agreement for the provision of Services and not an agreement for sale or a license to any software. Madison Logic and its licensors reserve all rights not expressly granted hereunder, including the right, in its sole discretion to continually evolve the Madison Logic Technology, to upgrade, modify or discontinue, temporarily or permanently, all or a part of the Madison Logic Technology at any time and without notice in its sole discretion.

6. Term and Termination of an Order Form

6.1. Term. The initial term of each Order Form will begin on the Effective Date set forth in the Order Form (“Order Form Effective Date”) and will remain in effect for the term specified in the Order Form, or, if no term is specified in the Order Form, for a period of 12 months (the “Term”).  The Term shall automatically renew for successive periods of time equal to the initial Term unless either party provides written notice of non-renewal at least the number of days set forth as the Notice Period (also set forth in the Order Form) prior to the expiration of the initial or then current renewal Term.

6.2. Termination. Each party may terminate an Order Form: (i) upon written notice for a material breach of the other party that is incapable of cure, and (ii) if such breach is capable of cure, such breach remains uncured after a period of 30 days after written notice thereof.

6.3. Effect of Expiration or Termination. Upon expiration or termination of each Order Form, any all unpaid payment obligations shall continue to be due and payable, each party shall promptly return or, if requested, destroy, all Confidential Information of the other party then in its possession and control, and all provisions of these Terms which by their nature should survive will survive with respect to such Order Form.

7. Representations & Warranties.  Each party represents and warrants that the person entering into this Agreement on behalf of a party has been duly authorized by such party to enter into this Agreement and, when entered into by such party, this Agreement will be binding and enforceable against such party in all respects.

8. Confidentiality.  Neither party shall (a) have any right or interest in or to the Confidential Information of the other party except for any licenses granted to such information under this Agreement, or (b) use any Confidential Information of the other party except as permitted by this Agreement. Each party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information of similar nature, but in no event less than reasonable care, during the Term and for a period of 3 years thereafter, to prevent the disclosure of the other party’s Confidential Information to any third party except (i) to its employees, subsidiaries or other agents who must have access to such Confidential Information for such party to perform its obligations or exercise its rights hereunder, (ii) as required by law, or (iii) to its attorneys, accountants and other advisors as reasonably necessary and any investor or prospective investor of either party, provided that any such third party shall be bound to comply with confidentiality obligations contained herein. Notwithstanding the foregoing, any Confidential Information constituting trade secrets shall be kept confidential for as long as such information qualifies as a trade secret under applicable law, and Confidential Information constituting Personal Data shall be kept confidential perpetually.  “Confidential Information” shall mean the material terms (but not the existence) of this Agreement and confidential or proprietary information of the other party concerning the other party’s business, plans, customers, technology, and/or products, which is identified as, or should be reasonably understood to be, given the nature of the material being disclosed and/or the circumstances surrounding disclosure, confidential to the disclosing party and any information relating to or disclosed in the course of this Agreement which is, or should be reasonably understood to be, confidential or proprietary to the disclosing Party, including, in the case of Madison Logic, the Information. Neither party will have liability to the other with regard to Confidential Information that the receiving Party can demonstrate: (1) was previously known to the receiving party, (2) was in receiving Party’s possession free of any obligation of confidence at or subsequent to the time it was communicated to receiving party by the disclosing party, (3) becomes publicly known or otherwise ceases to be secret or confidential through no fault of the receiving party, or (4) is independently developed by the receiving Party. The receiving party may disclose Confidential Information only as necessary to comply with the requirements of a governmental agency or court order, provided that, if legally permitted, it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure.

9. Indemnification.

9.1. Customer. Customer shall defend, indemnify and hold harmless (“Indemnify”) Madison Logic, its licensors and each of their parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents (“Related Parties”) from and against any and all claims, costs, damages, losses, liabilities, penalties, fines and expenses (including reasonable attorneys’ fees and costs) (“Liabilities”) arising out of or in connection with any third party’s (including any third party platform) claims or government action (“Claims”): (a) arising from the Customer Content, Provided Data, or other content provided to Madison Logic by or on behalf of Customer and/or Madison Logic’s use of any of the foregoing as permitted under this Agreement, including allegations that any of the foregoing infringes the intellectual property rights of a third party or violates Applicable Laws, or (b) arising from Customer’s violation of Applicable Laws.

9.2. Madison Logic. Madison Logic shall Indemnify Customer and each of its Related Parties from and against any and all Liabilities arising out of or in connection with any Claims: (a) arising from the ML Created Content (other than Customer Content, the Customer’s or Customer Client’s trademarks, logos or other content provided to Madison Logic by or on behalf of Customer, and/or the products, goods and/or services promoted in such ML Created Content) or Customer’s use thereof in the United States of America as permitted under this Agreement or (b) alleging that Customer’s use of the Platform and/or the Services in accordance with this Agreement infringes the United States intellectual property rights of a third party; provided that, Madison Logic is not obligated to Indemnify for any such Claim to the extent arising from (i) the detailed specifications, materials or information provided by Customer or any third party on Customer’s behalf, (ii) the modification of the ML Created Content by any party other than Madison Logic, (iii) the Customer Content or other content, data or materials provided to Madison Logic by Customer or any third party on Customer’s behalf, or (iv) any third party systems, technology, materials or information (excluding Madison Logic subcontractors.

9.3. Procedure. Each party’s indemnification obligations are contingent on the indemnified party: (i) giving prompt written notice of the Claim to the indemnifying party; provided that the indemnifying party shall be released from its indemnification obligations only to the extent that the indemnified party’s failure to provide prompt notice materially prejudices the indemnifying party’s ability to defend the Claim, (ii) giving the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle or defend any Claim unless the indemnified party is unconditionally released from all liability and such settlement does not negatively and materially affect the indemnified party’s business); (iii) provides to the indemnifying party all available information and assistance; and (iv) not having compromised or settled the Claim.

10. Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED THAT ARE NOT EXPLICITLY STATED HEREIN. THE SERVICES ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE”. SPECIFICALLY, MADISON LOGIC AND ITS LICENSORS HEREBY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS.

11. Limitation of Liability. EXCLUDING A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTIONS 1.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. EXCLUDING A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTIONS 1.3 OR 3, EACH PARTY’S VIOLATION OF APPLICABLE LAW, DATA PROTECTION LAW OR THE DPA, EITHER PARTY’S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY, A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, OR CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S MAXIMUM LIABILITY HEREUNDER SHALL BE LIMITED TO THE AMOUNTS PAID TO MADISON LOGIC HEREUNDER IN FEES DURING THE THEN-CURRENT TERM OF THE APPLICABLE ORDER IN WHICH THE CLAIM AROSE FOR THAT IS THE SUBJECT OF THE CLAIM.

12. Miscellaneous

 

• Amendment and Waiver. Except as otherwise expressly provided herein, any provision of this Agreement may be amended, and the observance of any provision of this Agreement may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the written consent of the parties. However, it is the intention of the parties that this Agreement be controlling over additional or different terms of any confirmation, invoice, or similar document, even if accepted in writing by both parties, and that waivers and amendments shall be effective only if made by written agreements specifically amending or waiving a particular provision and is clearly understood by both parties to be an amendment or waiver.
• Governing Law; Jurisdiction. This Agreement will be governed and interpreted in accordance with the laws of the State of New York, USA without reference to conflicts of laws principles. The parties agree that any dispute under this Agreement shall be brought in the federal or state courts located in New York, NY, USA and agree to submit to the exclusive jurisdiction of the federal and state courts located in New York, NY, USA, unless applicable laws requires otherwise.
• Publicity. The terms and conditions of this Agreement are confidential and Customer agrees that it will not disclose such terms and conditions, or issue any press releases or other public statements relating to the relationship created by this Agreement without Madison Logic’s prior written approval. Madison Logic shall be permitted to list Customer as a Customer in Madison Logic’s marketing materials upon Customer’s prior written consent.
• Monitoring. Madison Logic may monitor Customer’s use of the Services for violations of this Agreement. Madison Logic may provide information about Customer’s use of the Services to law enforcement authorities, data protection authorities as requested by such authorities and affected third party vendors or suppliers (e.g., exchanges, networks) as required by Applicable Law.
• Equitable Relief. Recognizing and acknowledging that any breach of the provisions of Sections 1, 2, 3, 5 and 8 will cause the other party irreparable damage for which other remedies may be inadequate, each party agrees that, in addition to monetary damages and any other remedies available to the non-breaching party at law or in equity, the non-breaching party will have the right to petition for such equitable relief as may be necessary to prevent such a breach or threatened breach without having to post a bond or prove actual damages.
• Non-Solicitation. Each party agrees that during the Term and for 12 months thereafter, neither party will encourage or solicit any employee or consultant to leave the employ of the other party; provided that, a party shall not be prohibited from employing any such person who contacts such party in response to a published general solicitation not specifically targeted at such person.
• Assignment. Neither party may assign this Agreement without the other party’s consent, except to an acquirer of all or substantially all of the assets, equity or business of the assigning party other than, in the case of an assignment by Customer, to a competitor of Madison Logic.
• Headings; Construction. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. As used in this Agreement, the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”.
• Notices. Any notice required to be delivered hereunder will be deemed delivered 3 days after deposit, postage paid, in U.S. mail, return receipt requested, 1 business day if sent by overnight courier service, and immediately if sent electronically with confirmed receipt. All notices to Madison Logic or Customer will be sent to the contact as noted on the Order Form with a copy to the Legal Department.
• Entire Agreement. This Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among Madison Logic and Customer relating to the subject matter of this Agreement and all past dealing or industry custom.
• Relationship of the Parties. The parties are independent contractors, and nothing in this Agreement shall be deemed to create a joint venture or partnership.
• Severability. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to effectuate the intent of the parties and so that this Agreement shall otherwise remain in full force and effect and enforceable.
• Force Majeure. Except for Customer’s payment obligations, neither party will be liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including acts of God, terrorism, war, riots, disease, fire, earthquake, flood or degradation or failure of third party networks or communications infrastructure.
• Subcontractors. Customer acknowledges that Madison Logic may use third parties to operate Madison Logic Services and fulfill Madison Logic’s obligations hereunder. To the extent a third party will subprocess Personal Data provided by Customer under a particular campaign, Madison Logic will disclose the relevant subprocessors on Madison Logic’s Trust Center located at https://trust.madisonlogic.com and/or on each relevant insertion order in connection with relevant campaigns and will notify Customer of any new subprocessors so long as Customer is subscribed for notices made pursuant to the aforementioned Trust Center. Nonetheless, Madison Logic shall continue to be responsible for the performance of its obligations hereunder by any such subcontractor or subprocessor.
• Basis Of Bargain. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.

End of Terms.