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.
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 and processes.
- Authorized Users: Customer’s employees or any third party specified in an Order Form.
- 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, raw or compiled, including data reports, algorithms, databases, meta-data, images, and reports made available to or downloaded by Customer through Apps.
- Services: (i) the Apps and/or (ii) the MediaRadar Data.
- Order Form(s): Documents executed between the parties specifying the Services subscribed by the Customer, including pricing, scope, duration, and special terms.
- Terms: The entirety of this 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 licensed Services as specified in the applicable Order Form. Only Authorized Users may access specific Services for the purposes specified. The license does not extend to affiliates not included in the Order Form.
2.2. Use of Services
Customer and Authorized Users may use the Services only in the United States or Canada and only for analyzing MediaRadar Data for internal use. Limited, insubstantial 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 reasonable security procedures for passwords, prevent unauthorized use, and ensure each Authorized User uses their own credentials. MediaRadar may change access procedures with notice.
2.4. Limitations
- No reverse engineering, decompiling, or attempts to discover source code.
- No copying, scraping, distributing, sublicensing, or selling the Services.
- No removal or alteration of proprietary notices.
- No use to develop competitive products.
- No security breaches or use of tools to interfere with Apps or other customers.
- No automated access (bots, scripts, etc.).
- No use in litigation or administrative proceedings without prior written approval, unless required by law.
- License is limited to the Customer entity in the Order Form and does not extend to entities acquired or merged except under specific conditions.
- Use of MediaRadar Data with AI Technologies is allowed under strict conditions, including no training of 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
Customer’s use of third party data within the Apps 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 use solely to provide the Services. Customer is responsible for compliance with laws regarding submitted data.
2.9. Security
Customer must monitor Authorized Users’ access and immediately terminate access if security is compromised. MediaRadar may suspend access to protect its systems and intellectual property.
3. Fees and Payment
Fees are due within 30 days of invoice unless otherwise specified. Customer is responsible for all taxes and payment surcharges. Late payments incur charges and may result in suspension of Services. Payment obligations are non-cancelable and nonrefundable.
4. Audit
Customer must maintain records of Service use. MediaRadar may audit these records during the term and for one year after, at its own expense unless non-compliance is found.
5. Representations and Warranties
Each party represents it has authority to enter into the Agreement and is not bound by conflicting obligations. Customer warrants Authorized Users are subject to use restrictions and is not subject to bankruptcy proceedings.
6. Confidential Information
Confidential Information includes MediaRadar Data and all non-public information. Each party must protect the other's Confidential Information and use it only as necessary to perform obligations. Disclosure required by law must be preceded by notice when possible.
7. Data Privacy and Security
- Administrative Data: Contact information of Authorized Users submitted 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 an independent controller for its use of MediaRadar Data and responsible for compliance with privacy laws.
- MediaRadar processes Administrative Data only for account administration and implements reasonable security measures.
- MediaRadar will notify Customer of confirmed security incidents involving Administrative Data.
- Data subject requests regarding MediaRadar Data are handled by MediaRadar; requests regarding Administrative Data are handled with Customer cooperation.
- 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, consequential, incidental, punitive, or exemplary damages. Liability is limited to correction of defective performance or actual damages up to six months’ fees.
10. Indemnification
- MediaRadar Indemnity: MediaRadar will defend and indemnify Customer against claims that Services infringe U.S. patents or copyrights, with certain exceptions.
- Customer Indemnity: Customer will indemnify MediaRadar against claims arising from intellectual property infringement, customer data, gross negligence, breach of Agreement, or violations of law.
- Indemnification is subject to requirements for mitigation, notification, control of defense, and consent for settlements.
- Indemnity remedies are exclusive for covered claims.
11. Term and Termination
The Agreement term is set in the Order Form. MediaRadar may terminate for payment delinquency. Either party may terminate for uncured material breach. Upon termination, Customer must cease use and destroy all copies of Services and MediaRadar Data.
12. Miscellaneous
- Publicity: MediaRadar may identify Customer as a recipient of Services. Other public mentions require written consent.
- Sanctions Compliance: Customer may not share Services with sanctioned entities. Breach is a non-remediable material breach.
- Relationship: Each party is an independent contractor.
- Assignment: Customer may not assign rights or obligations without MediaRadar’s consent. MediaRadar may terminate if Customer is acquired by a Competitor.
- Severability & Survival: If any provision is found invalid, the remainder of the Agreement remains in effect.
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