Consulting Agreement Terms and Conditions
Last updated: February 28, 2024
These Consulting Agreement Terms and Conditions (“Terms and Conditions”) govern Consultant’s provision of services and/or deliverables to Trade Desk and are incorporated into the Consulting Agreement (the “Agreement”) entered into by the parties. By executing the Agreement, the parties agree to these Terms and Conditions. Any capitalized terms used herein but not defined shall have the means ascribed to them in the Agreement.
1. Duties of Consultant.
a. Services and Deliverables. Consultant shall perform the services described in the Agreement (the “Services”). Consultant has complete discretion regarding whether to agree to these Terms and Conditions and enter into the Agreement, and Consultant may accept or reject Trade Desk’s request for Services in its sole discretion before signing an Agreement to perform those Services. In the event of any conflict between the Agreement and these Terms and Conditions, the Agreement shall control (provided that any statements as to confidentiality shall supplement but not limit in any way the provisions of Section 4 of these Terms and Conditions). Consultant shall submit to Trade Desk any deliverables, work product, or results of Consultant’s Services under the Agreement (collectively, the “Deliverables”) in accordance with the terms of the Agreement.
b. Performance and Acceptance. Consultant’s performance under the Agreement shall be conducted (i) with due care, skill and diligence, (ii) in a professional and competent manner, (iii) in accordance with generally accepted industry standards and practices, (iv) in conformity with all requirements and specifications in the Agreement, and (v) to Trade Desk’s reasonable satisfaction. Services are subject to Trade Desk’s good faith and reasonable review and acceptance (email shall suffice). Trade Desk shall have the right to examine the Deliverables and any materials reasonably related thereto to ensure Consultant’s compliance with the provisions of the Agreement. Payment of fees does not constitute acceptance. Acceptance does not exonerate Consultant from its representations, warranties, indemnities, or obligations under these Terms and Conditions or the Agreement. Trade Desk shall not have any payment obligation, or shall be entitled to a refund, for Services or Deliverables that are defective or that do not conform to the specifications or standards in the Agreement.
c. Consultant Personnel. Consultant shall determine the methods and means of performing the Services. Trade Desk will not control, direct, or supervise Consultant or Consultant’s employees or subcontractors performing Services on Contractor’s behalf (“Consultant Personnel”) in the performance of the Services. Consultant shall only use Consultant Personnel that are W‑2 employees of Consultant (or local equivalent) or subcontractors that Trade Desk has approved in writing (email sufficing) (each, an “Approved Subcontractor”) to perform Services. If Trade Desk is not satisfied with any Consultant Personnel, Consultant shall immediately remove and replace that Consultant Personnel upon Trade Desk’s reasonable request. Consultant is solely responsible for managing Consultant Personnel (including hiring, firing, training, work assignments, policies, and practices, and ensuring compliance with all applicable laws and regulations), payment of compensation or other amounts owing to Consultant Personnel, and all taxes, withholdings, and other similar statutory obligations. Consultant shall comply with all applicable laws, including employment, labor, and occupational health and safety laws and regulations, including those related to employment practices, wages, and worker classification (such as meal and rest break laws, wage notices, separation pay, and overtime laws). Without limiting the foregoing, Consultant is solely responsible for providing Consultant Personnel, to the extent required by applicable law, with (a) workers’ compensation insurance, unemployment insurance, and state disability insurance, and (b) benefits, including health care (ACA compliant in the United States), vision, dental, short- or long-term disability, retirement plans, and fringe benefits. Consultant shall be responsible for the acts and omissions of Consultant Personnel. Consultant shall and shall ensure Consultant Personnel, meet the applicable licensing, security, labor, and site requirements for the locale where the Services are being performed that are required by applicable law or communicated to Consultant in advance in writing.
d. Background Checks and E‑Verify. Consultant shall complete an appropriate background investigation in accordance with applicable law before each Consultant Personnel performs any of the Services. If Consultant Personnel are in the United States, Consultant shall use E‑Verify to screen each Consultant Personnel before that Consultant Personnel performs services for Trade Desk.
e. Equal Employment Opportunities. Consultant shall comply with all applicable laws and regulations that relate to unlawful discrimination in recruitment and hiring, including applicable laws restricting inquiries regarding or use of a candidate’s compensation during the hiring process, and applicable laws prohibiting discrimination or harassment on the basis of race, color, religion, national origin or ancestry, actual or perceived physical or mental disability, medical condition, sex, marital status, sexual orientation, age, pregnancy or childbirth, gender identity, veteran status, or any other classification protected by law.
f. Modern Slavery. Consultant shall comply with all applicable anti-human trafficking, forced labor, and modern slavery laws and regulations, and Consultant shall take reasonable steps to ensure that no slavery, servitude, forced or compulsory labor, or human trafficking occurs in its provision of Services.
2. Fees; Invoicing; Taxes.
a. Fees. The fees for Services and Deliverables (“Fee” or “Fees”) will be stated in the Agreement. Trade Desk may dispute invoices at its reasonable discretion, and withhold such reasonably disputed Fee for the duration of any such dispute. If the Fee is hourly or on a time-and-materials basis, Trade Desk may require, and if so, Consultant shall provide, reasonable evidence of the hours worked. Unless otherwise stated in the Agreement, Consultant shall be responsible for all of its travel and other expenses to perform the Services or provide the Deliverables.
b. Invoicing. Unless otherwise stated in the Agreement, (a) the Fee shall be invoiced and paid in US dollars, and (b) Consultant shall invoice Trade Desk monthly in arrears for Services that have been performed and Deliverables that have been delivered in accordance with the Agreement the prior month, but by no later than thirty days after Consultant’s provision of the Services and Deliverables. Consultant shall submit invoices electronically through Trade Desk’s Coupa supplier portal or as a PDF via email to AP@thetradedesk.com (or successor email address), and the invoice shall include, at a minimum, the following: (i) invoice number and invoice date, (ii) accurate purchase order number, if applicable, (iii) Trade Desk’s complete and accurate bill-to address, (iv) Consultant’s complete and accurate legal name, address, tax registration number(s), and any other tax documentation reasonably requested by Trade Desk in advance in writing, (v) name and email address for Consultant’s point of contact at Trade Desk, (vi) description of Deliverables, dates delivered, and corresponding Fee, (vii) description of Services, dates the Services were performed, and corresponding Fee, (viii) if applicable, itemized pre-approved expenses and supporting documentation, (ix) if applicable, itemized sales, use, service, value-added, and other similar taxes (“Transaction Taxes”), and (x) total invoice amount. Each invoice must reference only one purchase order. Unless otherwise stated in the Agreement, Trade Desk will pay the undisputed Fee for Services and Deliverables by no later than sixty days after it receives the valid invoice for such Services or Deliverables. Trade Desk shall not be required to pay any invoice submitted six months or more after the provision of Services or Deliverables.
c. Taxes. Fees and other amounts due under the Agreement are exclusive of Transaction Taxes. Consultant may charge applicable Transaction Taxes if they are separately stated on the original invoice for the related Services or Deliverables, and if they are not covered by a valid exemption certificate or equivalent document provided by Trade Desk. Trade Desk may withhold any present or future tax, assessment, or other governmental charge as required by law. Each party will timely provide the other party with customary tax documentation reasonably requested by the other party.
3. Termination.
a. Right to Terminate. Either party may terminate the Agreement (i) at any time without cause by giving ten (10) days’ prior written notice to the other party, (ii) upon written notice to the other party if the other party breaches the Agreement, or (iii) upon written notice to the other party if the other party ceases to carry on its business or becomes insolvent, is dissolved or liquidated, files or has filed against it a petition in bankruptcy, dissolution or liquidation or similar action filed by or against it.
b. Effect of Termination. Upon termination, Consultant shall (i) stop all work immediately, (ii) promptly deliver all Deliverables to Trade Desk (including work product/Deliverables in progress), and (iii) promptly return to Trade Desk or destroy all Trade Desk Confidential Information in Consultant’s control. Trade Desk shall pay Consultant any outstanding Fee or expense reimbursement for Services or Deliverables completed in accordance with the Agreement as of the date of termination. In addition, if Trade Desk terminates without cause in accordance with Section 3(a)(i), Trade Desk will pay Consultant for any Services performed in accordance with the Agreement but not completed before termination at a pro-rated price based on the percentage of such work performed before the termination date. Consultant shall promptly refund to Trade Desk any other amounts paid in advance. The following Sections of the Terms and Conditions shall survive termination: Section 2 (to the extent necessary to fulfill obligations under Section 3), Section 3(b), and Sections 4 – 10.
4. Confidentiality.
a. Confidential Information. “Confidential Information” means any information relating to or disclosed during the Agreement by one party (“Discloser”) to the other party (“Recipient”) that is marked “confidential” or “proprietary,” is orally designated as confidential when disclosing, or is or should be reasonably understood to be confidential by its nature or content. Without limiting the foregoing definition, Confidential Information of Trade Desk shall include Personal Data (as defined in Section 4(d) below), Deliverables, and information disclosed by an affiliate of Trade Desk that would be Confidential Information if disclosed by Trade Desk directly. Confidential Information (other than Personal Data) does not include information that (a) is or becomes generally available to the public through no fault of Recipient, (b) was already in Recipient’s possession without restriction, © was independently developed by Recipient without use of or reference to Discloser’s Confidential Information, or (d) is rightfully disclosed to Recipient by a third party without restriction.
b. Non-Disclosure. Recipient shall (a) use at least the same degree of care to protect Discloser’s Confidential Information as it uses for its own similar information, but in no event less than reasonable care, (b) use Discloser’s Confidential Information only to exercise its rights and fulfill its obligations under the Agreement, and © not disclose Discloser’s Confidential Information, except to affiliates, directors, officers, employees, professional advisors (e.g., attorney, accountant, financial advisor) or consultants of Recipient (collectively, “Representatives”) to the extent necessary for Consultant to exercise its rights and fulfill its obligations under the Agreement, and only if each Representative has executed a written nondisclosure agreement at least as protective of Discloser’s Confidential Information as the terms of this Agreement. Recipient shall promptly return or destroy Discloser’s Confidential Information upon the written request of the other party. Recipient may disclose Confidential Information if required to do so by applicable law, and if permitted by applicable law, Recipient shall provide Discloser with notice before disclosure, and reasonably cooperate with Discloser’s efforts to reasonably challenge the disclosure or seek a protective order. Nothing in this Agreement prohibits any person, including Consultant, from disclosing or discussing conduct they reasonably believe to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy, or the existence of a settlement involving any such event or conduct.
c. Publicity. Unless otherwise stated in the Agreement, neither party may make any public statement regarding the Agreement, or use the other party’s name, logos or trademarks, without the other party’s prior written approval. If Trade Desk consents to any use of its name, logos or trademarks, Consultant shall adhere to Trade Desk’s brand guidelines and any other directions provided by Trade Desk in writing.
d. Data Protection and Security. If Consultant accesses personal data or personal information, as defined by applicable privacy and data security laws, including state, federal and extraterritorial or international laws or regulations, in connection with the Agreement (“Personal Data”), if required by Trade Desk, Consultant will execute supplemental privacy and security terms provided by Trade Desk (“DPA”) prior to any such access. Consultant, and any Consultant Personnel, shall collect, access, maintain, use, process, and transfer such Personal Data in compliance with the DPA and applicable laws and regulations, and solely for the purpose of meeting Consultant’s obligations under the Agreement. Consultant shall implement and maintain information security policies and procedures comprised of industry standard administrative, technical and organizational safeguards to ensure the security and confidentiality of Trade Desk’s Confidential Information and to prevent unauthorized or unlawful disclosure, use, loss, destruction or damage of Trade Desk’s Confidential Information. If Consultant or Consultant Personnel connects to Trade Desk’s network or otherwise accesses Trade Desk’s computer systems, software, databases, hardware or equipment (collectively, “Systems”), Consultant will (i) restrict access to the Systems to authorized Consultant Personnel, (ii) only access the Systems as necessary to fulfill Consultant’s obligations under the Agreement, (iii) obtain access to the Systems through a secure connection, and (iv) if accessing the Systems remotely, access the Systems in accordance with Trade Desk’s remote access policies for third-party connections provided by Trade Desk in writing.
5. Ownership and License.
a. Assignment of Rights. All Deliverables, and all current and future rights in any registered or unregistered patents, design rights, copyrights, mask works, trademarks, trade secrets, trade dress, sui generis database rights, moral rights, right of privacy or publicity, and all other applicable intellectual property rights of any kind anywhere in the world (collectively, “Rights”) in connection therewith shall be the sole property of Trade Desk. Consultant hereby irrevocably assigns to Trade Desk, and shall cause all Consultant Personnel to irrevocably assign to Trade Desk, without further consideration, all of its and their respective Rights in the Deliverables. If applicable law prevents future assignments, Consultant will assign (or will procure the assignment of) such rights as they are created. If applicable law prevents Consultant from transferring ownership of any Deliverables to Trade Desk, Consultant hereby grants Trade Desk and its affiliates a perpetual, irrevocable, exclusive, royalty-free, fully-paid, transferrable, worldwide license (with the right to sublicense) to sell, offer for sale, import, export any component of, reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use or dispose of Deliverables. If permitted by law, Consultant will not assert and hereby waives any moral rights in Deliverables, and Consultant will ensure that Consultant Personnel who have moral rights in Deliverables will also not assert, and will waive, those moral rights.
b. Consultant IP. Intellectual property that Consultant acquired, created, discovered, developed, or otherwise owns separate and independent of the Agreement or work performed for Trade Desk (“Consultant IP”) may be included as part of the Services and Deliverables, but title to Consultant IP will remain with Consultant. If any Consultant IP is incorporated into or is necessary to use any Deliverables, Consultant hereby grants Trade Desk and its affiliates a perpetual, irrevocable, nonexclusive, royalty-free, fully-paid, transferrable, worldwide license (with the right to sublicense) to sell, offer for sale, import, export any component of, reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use or dispose of Consultant IP in connection with the Deliverables, subject to applicable restrictions under the Agreement. Consultant shall provide Trade Desk with express prior written notice in the Agreement of any Consultant IP that Consultant plans to include in the Deliverables. In addition, if the Services include personal performance services, such as providing entertainment, speaking, or participating as a host, lecturer, performer or guest in a meeting or conference, Consultant hereby grants Trade Desk and its affiliates a license to use Consultant’s name, voice, likeness and performance in Trade Desk’s internal and external business operations and to record, broadcast, web cast, or otherwise disseminate Consultant’s performance and likeness, in whole or in part, live or recorded, with or without audio or video, or with different audio or video, throughout the world on all media, channels and manner of distribution now or hereafter known, subject to applicable restrictions under the Agreement.
c. Trade Desk Materials. If Trade Desk permits Consultant to use in connection with its performance under the Agreement any information, materials, software, equipment, tooling, content, intellectual property, or data provided by Trade Desk (“Trade Desk Materials”), Consultant shall use the Trade Desk Materials solely for the purpose of, and only if needed for, providing the Services and Deliverables, and Trade Desk hereby grants Consultant a limited, non-exclusive, non-transferable, royalty-free, fully-paid, worldwide license (with the right to sublicense to Approved Subcontractors) to reproduce, prepare derivative works of, distribute, and otherwise use Trade Desk Materials solely to provide the Services and Deliverables. Except for the license rights expressly granted under this Section, Consultant will not own or acquire any Rights in Trade Desk Materials. Consultant shall comply with any brand guidelines and instructions provided by Trade Desk in writing. Neither Consultant nor any of its Subcontractors shall have any lien, claim or encumbrance upon any Trade Desk Materials or Deliverables.
d. Cooperation. If requested by Trade Desk, Consultant will timely perform all acts reasonably necessary to accomplish the applicable licenses, assignments, or Rights grant in the Agreement.
6. Relationship of the Parties. Consultant shall provide the Services and Deliverables as an independent contractor and not as an employee of Trade Desk. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Unless otherwise expressly stated in the Agreement, neither party has the authority to act on behalf of, bind, incur any liability, or make any representation on behalf of the other party. Consultant is providing the Services to Trade Desk on a non-exclusive basis, and either party may contract with another party to obtain or provide the same or similar services during the Term; provided Consultant does not have, and will not have, any actual or potential conflict of interest in connection with performing and fulfilling its obligations under this Agreement. Neither Consultant nor Consultant Personnel are employees of Trade Desk, so neither Consultant nor Consultant Personnel are (i) entitled to participate in any benefit program Trade Desk may have for its employees, or (ii) eligible for unemployment benefits or workers’ compensation coverage from Trade Desk. Unless otherwise agreed upon in the Agreement, Consultant shall provide the equipment, tools, and other items required to perform the Services at its own expense.
7. Representations and Warranties.
a. Consultant Representations and Warranties. Consultant represents and warrants that: (i) Consultant has full power and authority to enter into and fulfill its obligations under the Agreement; (ii) Consultant’s performance of the Services and compliance with the Agreement will not breach any applicable laws or regulations or any obligations it has to any third party; (iii) Consultant has the rights to grant the rights and licenses granted in this Agreement; (iv) in performing the Services, Consultant will not use or disclose to Trade Desk any confidential information of any third party, or infringe the Rights of any third party; (v) the Deliverables shall not infringe or misappropriate any third party’s Rights, and unless expressly stated in the Agreement, no additional fees or royalties shall be due from Trade Desk for use of the Deliverables; (vi) Consultant will enter into binding contracts with all Consultant Personnel sufficient to protect the confidentiality of Trade Desk’s Confidential Information, and sufficient to allow Consultant to grant the assignments and licenses to Trade Desk as provided herein; and (vii) Consultant will comply, and will cause Consultant Personnel to comply, with all access, safety, security and information systems policies and requirements provided by Trade Desk in writing.
b. Trade Desk Representations and Warranties. Trade Desk represents and warrants that (i) Trade Desk has full power and authority to enter into and fulfill its obligations under the Agreement; (ii) Trade Desk’s compliance with the Agreement will not breach any obligations it has to any third party; (iii) Trade Desk has the rights to grant the rights and licenses granted in this Agreement; and (iv) Trade Desk will comply with laws and regulations applicable to Trade Desk’s performance under the Agreement.
8. Indemnity. Consultant shall indemnify Trade Desk and its affiliates (and their respective employees, officers, directors and agents) against all amounts awarded in, paid in settlement of, or incurred in the defense of (including, reasonable attorneys’ fees and court costs) any judicial, administrative, or arbitration action, suit, claim, investigation or proceeding brought by a third party against any of them that arises out of any of the following: (i) Consultant’s or Consultant Personnel’s negligent act or omission, willful misconduct, or fraud; (ii) breach of the Agreement, (iii) any allegation that the Services or Deliverables, or TD’s use thereof in accordance with the Agreement, infringe any third party’s rights, including intellectual property Rights, (iv) any allegation by Consultant Personnel of entitlement to healthcare, 401k, or any other employee benefits from Trade Desk, or any other allegation that any Consultant Personnel is an employee of Trade Desk; or (v) any allegation that Consultant failed to satisfy any tax, withholding, or other similar regulatory or statutory obligations, or arising out of Consultant’s employment or engagement of Consultant Personnel to provide the Services.
9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR ANY LIABILITY ARISING OUT OF BREACH OF SECTION 4 (CONFIDENTIALITY), CONSULTANT’S BREACH OF SECTION 5 (INTELLECTUAL PROPOERTY), OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (“EXCLUDED MATTERS”), NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, LOST PROFITS, OR CONSEQUENTIAL DAMAGES ARISING FROM ANY CLAIM OR ACTION UNDER THE AGREEMENT WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (WHETHER FORESEEABLE OR CONTEMPLATED BY THE PARTIES).. EXCEPT FOR LIABILITY ARISING OUT OF EXCLUDED MATTERS, WILFUL MISCONDUCT, GROSS NEGLIGENCE, FRAUD, OR ANY OTHER MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED BY LAW, NEITHER PARTY’S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES ARISING FROM THE AGREEMENT WILL EXCEED TWO TIMES THE TOTAL FEE PAID OR PAYABLE BY TRADE DESK TO CONSULTANT DURING THE TWELVE MONTHS PRECEDING THE SUBJECT CLAIM. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF EXCLUDED MATTERS WILL NOT EXCEED THE GREATER OF TWO MILLION USD OR TEN TIMES THE TOTAL FEE PAID OR PAYABLE BY TRADE DESK TO CONSULTANT DURING THE TWELVE MONTHS PRECEDING THE SUBJECT CLAIM.
10. Miscellaneous.
a. Governing Law and Jurisdiction.
If Consultant is based in the United States, the following language applies:
California law governs the interpretation of this Agreement and all adversarial proceedings brought by one party against the other party arising out of this Agreement, without regard to its conflict of laws provisions. Any such adversarial proceedings will exclusively be brought in the federal and state courts located in Los Angeles County, California.
If Consultant is based somewhere other than in the United States, the following language applies:
The laws of England and Wales govern the interpretation of this Agreement and all adversarial proceedings brought by one party against the other party arising out of this Agreement, without regard to its conflict of laws provisions. The sole jurisdiction and venue for any such adversarial proceedings shall be the courts located in London, England.
b. Severability. If any provision of the Agreement is held to be illegal or unenforceable, such provision shall be limited or excluded to the minimum extent required, and the balance of the Agreement shall be interpreted as if such provision was so limited or excluded and shall be enforceable in accordance with its terms.
c. Assignment. Consultant may not assign, transfer, or delegate any of its rights or obligations under the Agreement without the prior written consent of Trade Desk, except that Consultant may assign the Agreement, in its entirety, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets upon written notice to Trade Desk, and Trade Desk may terminate the Agreement immediately upon written notice to Consultant within thirty (30) days of receipt of notice of such an assignment. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. The Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
d. Waiver. The waiver of any breach of the Agreement must be in writing and executed by an authorized representative of the party granting the waiver to be effective, and any such waiver will not constitute a waiver of any subsequent breach of the same or other term of the Agreement.
e. Entire Agreement/Modifications. The Agreement, including these Terms and Conditions, is the entire agreement of the parties relating to this subject and it supersedes all prior commitments, negotiations and understandings between the parties regarding is subject matter. Except as stated in Section 8 with respect to indemnified parties, there are no third-party beneficiaries under this Agreement. The Agreement may only be modified by a subsequent written agreement executed by authorized representatives of both parties.
f. Remedies. Consultant recognizes that violation of Sections 4 or 5 of these Terms and Conditions could cause Trade Desk irreparable harm, the amount of which may be extremely difficult to estimate, thus, making a remedy at law inadequate. Therefore, Consultant agrees that Trade Desk shall have the right to apply to any court of competent jurisdiction to seek an order restraining any breach or threatened breach of Sections 4 or 5 of these Terms and Conditions and for any other relief Trade Desk deems appropriate without being required to post any bond or other security. This right shall be in addition to any other remedy available to Trade Desk in law or equity.
g. Defense Against Trade Secrets. An individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely to report or investigate a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
h. Insurance. Consultant shall maintain health, auto, workers’ compensation, unemployment compensation, disability, general liability, errors and omissions, and other insurance as required by applicable law or common practice in Consultant’s industry, whichever affords greater coverage. Upon written request by Trade Desk, Consultant shall provide Trade with certificates of insurance or evidence of such coverage.
i. Notice. For notice under the Agreement or these Terms and Conditions to be valid, such notice must be in writing, in English, and delivered by email to the other party’s email address set forth below. Notice will be deemed to have been received when sent, unless the sender receives a machine-generated message that delivery has failed. If the sender receives a machine-generated message that delivery has failed, for that notice to be valid, the sender shall deliver a tangible copy of the notice with end-to-end tracking and all fees prepaid to the mailing address(es) of the other party stated in the Agreement. Notice to Trade Desk will be valid when sent by email to Legal@thetradedesk.com. Notice to Consultant will be valid when sent by email to the email address stated in the Agreement, or to Consultant’s CEO, CFO, or President.