These Terms of Use ("Terms") govern your access to and use of www.dpproi.com and any related websites, client portals, dashboards, or online features made available by Digital Performance Partners LP ("DPP," "we," "us," or "our") (collectively, the "Site").
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SITE.
1. Acceptance and Authority
If you access or use the Site on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms. In that case, “you” includes both you and the organization.
You must be at least 18 years old and legally capable of entering into a binding agreement to use the Site.
2. Scope of These Terms; Separate Client Agreements
These Terms govern use of the Site. DPP’s consulting, analytics, retail media, dashboard, reporting, and other paid services (the “Services”) are provided under a separate master services agreement, statement of work, subscription agreement, order form, or other written agreement with the applicable client (a “Client Agreement”).
If these Terms conflict with a Client Agreement, the Client Agreement controls with respect to the Services and the client relationship. Nothing on the Site constitutes an offer to provide Services on any particular terms.
3. Accounts, Credentials, and Third-Party Authentication
Certain portions of the Site may require an account. You agree to provide accurate information, keep your account information current, maintain the confidentiality of your DPP account credentials, and promptly notify us of suspected unauthorized access.
The Site may allow you to connect or authenticate an account maintained with Amazon or another third-party platform. Authentication with that platform occurs through the third party’s systems. DPP does not receive or view your Amazon username or password. DPP may receive authorization tokens, permissions, account identifiers, and data made available through the connection.
You may connect only accounts that you are authorized to access and authorize DPP to access. Your use of third-party platforms remains subject to their terms, policies, permissions, and availability. Access to and use of connected-account data is also governed by the applicable Client Agreement and our Privacy Policy.
4. Privacy
Our Privacy Policy explains how we collect, use, disclose, retain, and protect information in connection with the Site and Services. By using the Site, you acknowledge the practices described in the Privacy Policy.
5. Site Availability and Changes
We may modify, update, suspend, restrict, or discontinue all or part of the Site at any time. We do not guarantee that the Site will always be available, uninterrupted, secure, or error-free.
We may update these Terms from time to time. The “Last Updated” date indicates when the Terms were most recently revised. Material changes will be communicated through the Site or by other reasonable means where required by law. Changes apply prospectively from their effective date.
6. Limited License and Permitted Use
Subject to these Terms, DPP grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Site for your internal business purposes or to evaluate whether DPP’s Services may be relevant to your business.
You may not, directly or indirectly:
- access or use the Site in violation of any law, regulation, contractual restriction, or third-party right;
- access an account, system, data set, or non-public area without authorization;
- probe, scan, test, circumvent, or interfere with security, authentication, rate limits, or access controls;
- introduce malware, harmful code, automated traffic, denial-of-service activity, or other disruptive technology;
- scrape, crawl, harvest, index, extract, or copy Site content or data through automated means, except for standard search-engine indexing authorized by us;
- reverse engineer, decompile, disassemble, decipher, or attempt to derive source code, underlying models, methods, or non-public functionality;
- use the Site or its content to build, train, benchmark, or improve a competing product or service without our written permission;
- remove or alter copyright, trademark, confidentiality, or other proprietary notices;
- impersonate another person or entity, misrepresent your affiliation, or submit false or misleading information; or
- use the Site in a manner that could damage DPP, the Site, another user, or a third-party platform.
7. Intellectual Property
The Site and all content and materials made available through it, including text, graphics, designs, logos, trademarks, software, dashboards, data visualizations, methodologies, reports, and other materials (collectively, “Materials”), are owned by DPP or its licensors and are protected by intellectual property and other laws.
Except for the limited license expressly granted in these Terms or a Client Agreement, no right, title, or interest in the Site or Materials is transferred to you. You may not reproduce, distribute, publicly display, publish, modify, create derivative works from, sell, license, or commercially exploit Materials without prior written permission from DPP or the applicable rights holder.
Amazon and other third-party names, logos, and marks are the property of their respective owners. Their appearance on the Site does not imply sponsorship, endorsement, or affiliation unless expressly stated.
8. Information and Materials You Submit
You may provide information through contact forms, account registration, integrations, communications, or other Site features (“Submitted Information”). You represent that you have the right and authority to provide Submitted Information and that doing so does not violate any law, agreement, duty, or third-party right.
You grant DPP a non-exclusive license to host, copy, transmit, process, and use Submitted Information only as reasonably necessary to operate the Site, respond to you, protect the Site, and provide or evaluate the Services, subject to our Privacy Policy and any applicable Client Agreement.
Do not submit sensitive personal information through general website forms unless we specifically request it through an appropriate secure channel.
9. Third-Party Platforms, Services, and Links
The Site may interoperate with or link to third-party websites, platforms, APIs, tools, and services, including Amazon services. DPP does not control those third parties and is not responsible for their content, security, availability, accuracy, policies, or practices.
Your use of a third-party service is governed by your agreement with that third party. DPP is not responsible for changes to third-party APIs, permissions, data availability, platform rules, advertising systems, or other third-party functionality that may affect the Site or Services.
10. Informational Content, Case Studies, and Results
Site content is provided for general informational and business-development purposes. It is not legal, tax, accounting, investment, or financial advice and should not be relied upon as such.
Case studies, testimonials, examples, performance figures, and descriptions of past results are illustrative. Results vary based on factors including the brand, product category, pricing, inventory, competitive environment, retail media investment, platform conditions, implementation, and timing. DPP does not guarantee any particular sales, profit, return on advertising spend, market share, or other result.
Any specific commitments, deliverables, service levels, or performance obligations must be set out in a Client Agreement.
11. Feedback
If you provide suggestions, ideas, or other feedback about the Site or Services, you grant DPP a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or compensation, provided that DPP will not publicly identify you as the source without permission.
12. Suspension and Termination
We may suspend or terminate your access to the Site if we reasonably believe you have violated these Terms, created security or legal risk, misused an account or integration, or harmed DPP, another user, or a third party.
Upon termination, the license granted under these Terms ends immediately. Provisions that by their nature should survive will survive, including provisions concerning intellectual property, disclaimers, liability, indemnification, and governing law. Treatment of client data following termination of Services is governed by the applicable Client Agreement and Privacy Policy.
13. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DPP AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, AND RESULTS.
DPP DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ITS SERVERS WILL BE FREE OF HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DPP AND THE OTHER DPP PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF DPP AND THE OTHER DPP PARTIES ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) US$100 OR (B) THE AMOUNT YOU PAID DPP SPECIFICALLY FOR ACCESS TO THE SITE DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
Claims arising from paid Services are subject to the liability provisions in the applicable Client Agreement. Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.
15. Indemnification
To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless DPP and the other DPP Parties from claims, liabilities, damages, judgments, losses, costs, and reasonable attorneys’ fees arising from or relating to (a) your misuse of the Site; (b) your violation of these Terms; (c) Submitted Information; (d) your violation of law or a third-party right; or (e) your unauthorized connection to or use of a third-party account or platform.
DPP may control the defense and settlement of any matter subject to indemnification, and you agree to provide reasonable cooperation.
16. SMS and Mobile Messaging
Where DPP offers an SMS or mobile messaging program, messages may include informational, scheduling, service-related, or marketing communications. Marketing messages will be sent only where you have provided the consent required by applicable law. Consent to receive marketing messages is not a condition of purchasing Services.
Message frequency varies. Message and data rates may apply. You may opt out at any time by replying STOP or by contacting admin@dpproi.com. After an opt-out request, you may receive a confirmation message. Reply HELP for assistance or contact admin@dpproi.com. Mobile carriers are not liable for delayed or undelivered messages.
Your participation is also subject to our Privacy Policy. You are responsible for providing a valid mobile number that you are authorized to use and for notifying us if that number changes.
17. Governing Law and Venue
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Subject to any mandatory law that applies, you and DPP consent to the exclusive jurisdiction of the state and federal courts located in Delaware for disputes arising out of or relating to these Terms or the Site.
Nothing in this section prevents DPP from seeking temporary, preliminary, or injunctive relief in any court of competent jurisdiction to protect intellectual property, confidential information, systems, accounts, or data.
18. General Terms
These Terms, together with the Privacy Policy and any other policies expressly incorporated by reference, constitute the entire agreement between you and DPP concerning use of the Site. A Client Agreement remains a separate agreement governing the Services.
If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. DPP’s failure to enforce a provision is not a waiver.
You may not assign these Terms without DPP’s prior written consent. DPP may assign these Terms in connection with a merger, reorganization, sale of assets, financing, or other business transaction.
DPP will not be liable for delay or failure caused by events beyond its reasonable control, including failures of internet, cloud, telecommunications, utility, third-party platform, API, or hosting services; cyberattacks; labor disputes; natural disasters; governmental actions; or other force majeure events.
Headings are for convenience only. The words “including” and “include” mean “including without limitation.” Electronic communications and electronic acceptance satisfy any legal requirement that communications or agreements be in writing.
19. Contact Us
Questions about these Terms may be sent to:
Digital Performance Partners LP
Email: admin@dpproi.com
Website: www.dpproi.com