Version date: June 24, 2026
This Master Services Agreement ("Agreement") applies to each Order Form, statement of work, insertion order, or other ordering document that references this Agreement and is entered into between Plus 2 LLC d/b/a DLVE ("DLVE") and the customer identified in the applicable Order Form ("Customer").
DLVE will provide Customer access to the DLVE sales measurement, attribution, analytics, reporting, data integration, and related services described in the applicable Order Form (the "Services"). The Services may include campaign measurement, sales attribution, store-level reporting, ROAS reporting, cross-channel analysis, trade-area or geographic reporting, dashboards, data integrations, custom analytics, and related account support. DLVE may update or improve the Services from time to time, provided such changes do not materially reduce the core Services purchased by Customer.
The specific Services, fees, term, integrations, usage limits, and special terms will be listed in the applicable Order Form. If there is a conflict between this Agreement and an Order Form, the Order Form controls for that specific business term; this Agreement controls legal, privacy, data, attribution, warranty, liability, indemnity, and general terms.
This Agreement begins on the effective date of the first Order Form and continues until terminated. Each Order Form continues for the term stated in that Order Form. Unless otherwise stated in the Order Form, each subscription automatically renews for successive one-year terms unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
Customer will pay the fees listed in the applicable Order Form. Fixed monthly subscription fees are due in advance on the first day of each calendar month. Variable fees, usage-based fees, overage fees, performance-based fees, professional services, additional integrations, and custom reporting fees are invoiced in arrears and due within thirty (30) days of invoice date unless otherwise stated in the Order Form. Late undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. DLVE may suspend access to the Services if any undisputed invoice remains unpaid more than thirty (30) days after written notice. Fees are exclusive of taxes, which are Customer's responsibility except for taxes based on DLVE's net income.
Customer will provide DLVE with timely access to the data, systems, files, credentials, permissions, advertising platform information, transaction feeds, point-of-sale data, e-commerce data, campaign data, and other materials reasonably needed to provide the Services. Customer is responsible for ensuring that all data and information provided to DLVE is accurate, complete, current, lawful, and properly authorized. Customer is responsible for implementing and maintaining required pixels, tags, APIs, integrations, data feeds, or other technical configurations and for promptly notifying DLVE of changes that may affect the Services.
Customer acknowledges that DLVE's measurement, matching, reporting, and attribution Services depend on the quality, completeness, timing, availability, and accuracy of data provided by Customer and third parties. Attribution and measurement results are directional and may be based on deterministic, probabilistic, modeled, statistical, or estimated methodologies. Results may differ from media platforms, other measurement providers, Customer's internal reporting, point-of-sale systems, e-commerce systems, analytics tools, or other attribution methods. DLVE does not guarantee that all impressions, clicks, users, devices, transactions, purchases, sales, visits, or revenue will be measured, matched, reported, or attributed. Reports may be affected by missing or delayed data, incorrect implementation, browser or operating system restrictions, cookie limitations, privacy laws, consent requirements, ad blockers, third-party platform changes, data provider limitations, signal loss, or other factors outside DLVE's control. DLVE does not guarantee advertising performance, sales increases, ROAS, conversion rates, customer acquisition, campaign success, or any particular business outcome. Customer remains solely responsible for advertising, marketing, media buying, budget allocation, operational, and business decisions.
Each Party will comply with applicable laws relating to privacy, data protection, advertising, marketing, consumer data, and information security. Customer represents that it has all necessary rights, permissions, notices, consents, and authorizations required to provide data to DLVE and to allow DLVE to process such data for the Services. Unless expressly agreed in writing, Customer will not provide DLVE with sensitive personal information, including Social Security numbers, driver's license numbers, payment card information, health information, passwords, government identification numbers, biometric data, children's data, precise geolocation data, or similar sensitive information. DLVE does not provide legal advice. Customer is responsible for determining whether its use of the Services and data-sharing practices comply with applicable laws and Customer's own privacy notices, contracts, and policies.
Customer retains ownership of Customer data. DLVE retains ownership of the DLVE platform, software, dashboards, tools, APIs, documentation, models, algorithms, attribution methods, reporting formats, processes, templates, methodologies, improvements, and related intellectual property. Customer receives a limited, non-exclusive, non-transferable right to access and use the Services during the subscription term solely for Customer's internal business purposes. DLVE may use aggregated, anonymized, or de-identified data for benchmarking, analytics, security, product improvement, research, and internal business purposes, provided such data does not reasonably identify Customer or any individual consumer. Customer may not copy, resell, sublicense, reverse engineer, misuse, or provide unauthorized third-party access to the Services.
Each Party will protect the other Party's non-public confidential information using reasonable care and will use such information only to perform or receive Services under this Agreement. Confidential information does not include information that is public, already known without restriction, independently developed, or lawfully received from a third party without restriction. Confidentiality obligations survive for five (5) years after termination, except for trade secrets, which remain protected for as long as they are trade secrets under applicable law.
DLVE will provide the Services in a professional and workmanlike manner. Except as expressly stated in this Agreement, the Services, platform, reports, dashboards, analytics, attribution results, insights, and data exports are provided "as is" and "as available." DLVE disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, uninterrupted operation, and results achieved.
Customer will indemnify and hold harmless DLVE from third-party claims arising from Customer data, Customer's breach of law, Customer's breach of this Agreement, Customer's unauthorized use of the Services, or Customer's failure to obtain required rights, notices, permissions, or consents. DLVE will indemnify Customer from third-party claims alleging that the DLVE platform, as provided by DLVE and used according to this Agreement, infringes a United States copyright, trademark, or patent.
Neither Party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, loss of goodwill, loss of data, business interruption, or similar damages. Except for Customer's payment obligations, Customer's indemnification obligations, Customer's misuse of the Services, or Customer's breach of DLVE's intellectual property rights, each Party's total liability under this Agreement will not exceed the fees paid or payable by Customer to DLVE during the twelve (12) months before the event giving rise to the claim.
Either Party may terminate this Agreement or an Order Form if the other Party materially breaches it and does not cure the breach within thirty (30) days after written notice. Either Party may terminate immediately if the other Party becomes insolvent, enters bankruptcy, makes an assignment for the benefit of creditors, or ceases operations. Upon termination, Customer will pay all outstanding fees, Customer's access to the Services will end, and each Party will return or destroy the other Party's confidential information upon request, except as required by law or retained in ordinary-course backups.
Neither Party will be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, internet outages, labor disputes, acts of government, war, cyberattacks, utility failures, third-party service interruptions, or similar events.
This Agreement will be governed by the laws of the State of Arizona, without regard to conflict of law principles. Any dispute arising from this Agreement will be brought exclusively in the state or federal courts located in Pima County, Arizona.
Neither Party may assign this Agreement without the other Party's consent, except in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, or assignment to an affiliate. The Parties are independent contractors. This Agreement, together with the applicable Order Form, is the entire agreement between the Parties regarding the Services and supersedes all prior agreements or discussions. Any amendment must be in writing and signed by both Parties. Electronic signatures and counterparts are valid and binding.