MediaRadar Master Services Agreement
The MediaRadar Master Services Agreement establishes the terms under which MediaRadar, Inc. grants the Customer a limited, nontransferable license to access and use its data-driven services and applications within the US and Canada for internal analysis, detailing definitions, usage rights, fees, confidentiality, data privacy, liability limitations, indemnification, and termination conditions.
This Master Services Agreement ("Agreement") is between MediaRadar, Inc. (or its specified affiliate) and the Customer named on the relevant Order Form. The Agreement outlines the terms and conditions for the use of MediaRadar's services, including definitions, service terms, fees, payment, audit rights, representations and warranties, confidentiality, data privacy and security, limitations of liability, indemnification, and termination.
1. Select Definitions
- AI Outputs: Reports, insights, analytics, content, or other materials generated using MediaRadar Data with AI Technologies.
- AI Technologies: Customer’s proprietary and third-party algorithms, software, automations, large language models, and other machine learning tools.
- Authorized Users: Customer’s employees or specified third parties.
- Apps: Websites, applications, platforms, portals, data feeds, APIs, user interfaces, and other means through which MediaRadar Data is accessible.
- MediaRadar Data: All information or deliverables made available to or downloaded by Customer through Apps.
- Services: The Apps and/or the MediaRadar Data.
- Order Form(s): Documents specifying the Services subscribed by the Customer, including pricing, scope, duration, and special terms.
- Terms: The Agreement, any Order Form, and any instructions provided to the Customer relating to the Services.
2. Service Terms
2.1. License for Services
MediaRadar grants Customer a limited, personal, nontransferable, and nonexclusive license to access and use the Services as specified in the Order Form. Only Authorized Users may access the Services for the purposes specified.
2.2. Use of Services
Customer and Authorized Users may use the Services only in the US or Canada for internal analysis. Limited Excerpts may be shared with third-party clients, prospects, or advisors under specific conditions, including proper attribution and restrictions on use.
2.3. Access to Apps
Customer must observe security procedures, prevent unauthorized use, and ensure each Authorized User uses their own credentials. MediaRadar may change access procedures with notice.
2.4. Limitations
- Use must comply with applicable law.
- Prohibited actions include reverse engineering, copying, distributing, sublicensing, or selling the Services; removing proprietary notices; using the Services to develop competing products; breaching security; or using automated systems to access the Services.
- Services may not be used in litigation without prior written approval, unless required by law.
- License is limited to the Customer entity specified in the Order Form and does not extend to entities acquired through M&A events, except under certain conditions.
- Use of MediaRadar Data with AI Technologies is allowed under strict conditions, including security measures, prohibition on training AI models, and internal use only.
2.5. Reservation of Rights & Intellectual Property
All rights, title, and interest in the Services remain with MediaRadar and its suppliers. Customer feedback becomes MediaRadar's property.
2.6. Changes in Services
MediaRadar may make changes to improve the Services and will notify Customer of material changes.
2.7. Third Party Data
Access to third party data may be governed by additional terms. MediaRadar is not liable for content sourced from third-party platforms.
2.8. Customer Data
Customer retains ownership of any data submitted to MediaRadar and grants a limited license for its use in providing Services. Customer is responsible for compliance with laws regarding submitted data.
2.9. Security
Customer must monitor access and use of the Apps. MediaRadar may suspend access to protect security and intellectual property.
3. Fees and Payment
Fees are due within 30 days of invoice. Customer is responsible for all taxes and payment surcharges. Late payments incur charges and may result in suspension of Services.
4. Audit
Customer must maintain records of Service use. MediaRadar may audit these records to ensure compliance, at its own expense unless non-compliance is found.
5. Representations and Warranties
Each party represents it has authority to enter the Agreement. Customer warrants that Authorized Users are subject to use restrictions and that no bankruptcy proceedings are pending.
6. Confidential Information
Confidential Information includes MediaRadar Data and other non-public information. Each party must protect the other's Confidential Information and use it only as necessary to perform obligations under the Agreement.
7. Data Privacy and Security
- Administrative Data: Contact information of Authorized Users for account administration.
- Personal Data: Information identifying or relating to an individual as defined by law.
- MediaRadar is an independent data controller for MediaRadar Data. Customer is responsible for its own use of MediaRadar Data.
- Customer must obtain necessary consents for submitting Administrative Data.
- MediaRadar processes Administrative Data only for account administration and implements reasonable security measures.
- MediaRadar will notify Customer of security incidents involving Administrative Data.
- Data subject requests regarding MediaRadar Data are handled by MediaRadar.
- No data processing addendum is required unless mandated by law.
8. No Warranties
Except as provided in Section 5, Services are provided "as is" without warranties of any kind. Customer assumes all risks from use.
9. Limitation of Liability
MediaRadar is not liable for special, indirect, or consequential damages. Liability is limited to actual damages up to six months’ fees.
10. Indemnification
- MediaRadar Indemnity: MediaRadar will defend and indemnify Customer against claims that the Services infringe US patents or copyrights, with certain exceptions.
- Customer Indemnity: Customer will indemnify MediaRadar against claims arising from infringement, customer data, gross negligence, breach of Agreement, or misuse of MediaRadar Data.
- Indemnification is subject to requirements for notification, cooperation, and control of defense.
11. Term and Termination
The Agreement term is set in the Order Form and renews automatically unless notice is given. MediaRadar may terminate for payment delinquency. Upon termination, Customer must cease use and destroy all MediaRadar Data.
12. Miscellaneous
- Publicity: MediaRadar may identify Customer as a recipient of Services.
- Sanctions Compliance: Customer must not share Services with sanctioned entities.
- Relationship: Each party is an independent contractor.
- Assignment: Customer may not assign rights or obligations without MediaRadar’s consent.
(The document continues with further terms and conditions.)
Related
No-Auto Renew Master Services Agreement
The No-Auto Renew Master Services Agreement defines key terms and grants the Customer a limited, nontransferable license to access and use MediaRadar's data and Apps within the U.S. and Canada for internal analysis, restricting use to Authorized Users and specifying conditions for sharing limited excerpts with third parties, while emphasizing security and compliance with the agreed Order Forms.
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