MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Agreement”) is entered into between MediaRadar, Inc., a Delaware corporation (or, if so specified in the applicable Order Form, its affiliate, Competitive Media Reporting, LLC, or Competitive Media Reporting Canada ULC, a Canadian company) (singularly referred to as “MediaRadar”), and the Customer named on the relevant Order Form (“Customer”), effective as of the date of that Order Form (“Effective Date”).

1. SELECT DEFINITIONS

1.1. “AI Outputs" means any reports, insights, analytics, content, or other materials generated through the use of MediaRadar Data with AI Technologies, whether alone or combined with other data.
1.2. “AI Technologies” means Customer’s proprietary and third-party algorithms, software, automations, large language models, and other machine learning tools and processes.
1.3. “Authorized Users” means Customer’s employees, or any third party specified in an Order Form.
1.4. “Apps” means any websites, applications, platforms, portals, data feeds, APIs, user interfaces and other online or offline means through which MediaRadar Data is made accessible, with any software therein.
1.5. “MediaRadar Data” means all information or deliverables, raw or compiled, regardless of form, including data reports, algorithms, databases, meta-data, images, and reports made available to or downloaded by Customer through Apps.
1.6. “Services” mean (i) the Apps and/or (ii) the MediaRadar Data.
1.7. “Order Form(s)” means, one or more order forms, exhibits, schedules or SOWs executed between the parties from time to time, which specify the Services subscribed by the Customer, and detail, among other things, the pricing, scope, duration and special terms for the Services.
1.8. “Terms” shall mean collectively the entirety of this Agreement, any Order Form, and any instructions provided to the Customer, relating to the Services. In the event of any conflict or inconsistency, the provisions contained in the main body of this Agreement will take precedence over the provisions of any Order Form or other exhibit unless otherwise expressly stated in that Order Form or exhibit.

2. SERVICE TERMS

2.1. License for Services. Subject to the Terms, MediaRadar grants to Customer, and Customer accepts from MediaRadar, a limited, personal, nontransferable and nonexclusive license (the “License”) to receive and permit its Authorized Users to access and use the licensed Services as specified in the applicable Order Form solely as described in this Section. Only Customer’s Authorized Users will have access to specific Services and for the purposes as specified in the applicable Order Form. The License does not extend to any current or future affiliates not included in the definition of Customer or Authorized User in the applicable Order Form.
2.2. Use of Services. Except as provided herein, Customer and its Authorized Users may receive and use the Services only in the United States or Canada and only for analyzing MediaRadar Data for Customer’s internal use. Customer may however share ad hoc, limited, and insubstantial excerpts from the Services (“Limited Excerpts”) with third-party clients, prospects, or advisors (“Permitted Recipients”) provided such Limited Excerpts (a) include only limited quotations of MediaRadar Data, or otherwise displays MediaRadar Data in summarized or aggregated form, (b) cannot be provided in a form or manner that could reasonably be expected to allow such third parties to repurpose MediaRadar Data to derive benefits equivalent to that of a subscription to the Services, (c) must not be presented in an inaccurate or misleading manner, (d) must not be shared with Competitors (as used herein, “Competitor” means any business or entity that provides or markets products, data or services competitive with any of the Services and those businesses or entities determined by MediaRadar in its reasonable discretion to be competitors), or with journalists of any kind, (e) must comply with any additional restrictions, limitations, or conditions set forth in service-related documentation, usage policies, or other instructions demonstrably provided to Customer by MediaRadar from time to time, and (f) shall include a reasonably conspicuous notice as follows: “Source: MediaRadar. This excerpt contains proprietary material distributed under license from MediaRadar and is for recipient’s internal use only.” The foregoing rights to access and use the Services, and the accompanying license will terminate upon the termination of the relevant service term as specified in the applicable Order Form. 
2.3. Access to Apps. Customer will (a) observe reasonable security procedures for passwords, (b) use reasonable efforts to prevent unauthorized use, and (c) ensure each Authorized User uses their own credentials. Customer shall promptly notify MediaRadar of any Authorized User's employment or consultancy termination. MediaRadar may change access procedures upon written notice.
2.4. Limitations.
2.4.1. Customer will use the Services in compliance with applicable law and will not: (i) reverse engineer, decompile, probe, scan, or attempt to discover any source code or underlying ideas or algorithms utilized in the Services; (ii) copy, scrape, distribute, sublicense, or sell the Services; (iii) remove, obscure, or alter the copyright, trademark, or any other proprietary rights or notices included within the Services; (iv) use the Services to develop any product that is generally competitive with the Services; (v) attempt to breach the security of the Apps or any network, servers, data, computers or other hardware relating to or used in connection with the Services; or (vi) use or distribute through the Apps any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Apps or the operations or assets of any other customer of MediaRadar or any third party.
2.4.2. Customer may not access the Services using any robot, “bot,” macro, script, or other automatic system by which a human does not directly control the use of the Services.
2.4.3. Customer may not use the Services or the contents therein in litigation or administrative proceedings except if MediaRadar has given prior written approval, unless such use is required by applicable laws, regulations, governmental agency or court order, provided Customer notifies MediaRadar of any such legal obligations, in order to allow MediaRadar to obtain an injunction, if necessary, and Customer is only to disclose such Apps and MediaRadar Data as is required by such applicable law, regulation, governmental agency or court order.
2.4.4. The License granted under this Agreement is limited to the Customer entity and/or business unit identified in the applicable Order Form and the organic growth of such licensed Customer.  If Customer acquires, is acquired by, or merges with another company, or purchases or sells substantially all of its assets (an "M&A Event"), the License shall not extend to any entity, division, or business unit that becomes part of or affiliated with Customer as a result of such M&A Event and shall not extend to any clients, accounts, work or lines of business acquired or assumed by Customer in connection with such M&A Event.  This restriction does not apply if the M&A Event occurs within three (3) months prior to the expiration of the then-current Order Form Term.
2.4.5. Subject to the terms of this Agreement, Customer may use MediaRadar Data with AI Technologies, subject to the following conditions: (i) use must be conducted through enterprise-grade AI Technologies employing industry-standard security and data protection measures; (ii) MediaRadar Data may not be used to train, fine-tune, or otherwise improve any AI model, the underlying MediaRadar Data may not be made publicly available through any AI Technologies or AI Output and Customer’s use of AI Technologies as specified herein may not otherwise violate the confidentiality obligations of this Agreement; (iii) use is strictly limited to internal purposes of Customer and its advertiser clients, and MediaRadar Data may not be used with AI Technologies to develop, build, or commercialize any product or service for external sale or monetization; and (iv) upon expiration or termination of this Agreement, Customer shall immediately cease all use of MediaRadar Data with AI Technologies and promptly delete all MediaRadar Data from any AI Technologies. As between the parties, Customer owns all AI Outputs; provided, however, that any identifiable or raw MediaRadar Data contained in any AI Output shall remain the exclusive property of MediaRadar.
2.5. Reservation of Rights & Intellectual Property. The Terms do not constitute a sale and do not convey to Customer any rights of ownership in or related to the Services or the intellectual property rights owned by MediaRadar and its suppliers. All right, title and interest in the Services, in all languages, formats and media throughout the world, whether now known or later devised, including all copyright and other intellectual property rights, are and will continue to be the sole and exclusive property of MediaRadar and its suppliers, all rights reserved. Any Customer feedback relating to the Services becomes MediaRadar's property.
2.6. Changes in Services. MediaRadar may make changes from time to time to improve the nature or scope of the databases, analyses, software features, Apps and reports included within the Services. In the event of a material change to the Services, MediaRadar will provide the Customer with a notice through commercially reasonable means. 
2.7. Third Party Data. In the event that Customer subscribes to or is otherwise provided access to third party data ("Third Party Data") within the Apps, Customer's use of and access to Third Party Data may be governed by additional terms and conditions. Customer accepts that it shall be solely responsible for compliance with any applicable terms and conditions governing Third Party Data. MediaRadar reserves the right to suspend hosting or providing access to Third Party Data to ensure compliance with any applicable law, rules and other licensing terms. The Services may also include advertising creatives and related content sourced from third-party media platforms and publishers ("Source Platforms"). MediaRadar does not control the content policies of any Source Platform. By electing to receive data from a Source Platform, Customer acknowledges that content delivered through the Services reflects the content available on such Source Platform and assumes all risk associated with such content. MediaRadar shall have no liability for any claims arising from the nature of content sourced from a Source Platform to which Customer has opted in.
2.8. Customer Data. MediaRadar does not solicit, require, or expect Customer to submit any data or information to MediaRadar in connection with the Services. If Customer submits any data or information to MediaRadar in connection with its use of the Services: (a) such data remains exclusively owned by Customer and is Confidential Information of Customer; (b) Customer grants MediaRadar a non-exclusive, royalty-free limited license to use such data solely to provide the Services; and (c) Customer is solely responsible for ensuring such data does not violate applicable law or infringe the rights of any third party.
2.9. Security. Customer shall monitor Authorized Users’ access to and use of the Apps. MediaRadar has no obligation to verify the identity of any person who gains access to the Apps. Any failure by any Authorized User to comply with the Terms shall be deemed to be a material breach by Customer, and MediaRadar shall not be liable for any damages incurred by Customer or any third party resulting from such breach. Customer must immediately take all necessary steps to effectuate the termination of access for any Authorized User if there is any compromise in the security of login credentials or if unauthorized use is suspected or has occurred. MediaRadar reserves the right to suspend access to Services under its reasonable discretion to mitigate actual or potential threats to the security and orderly operation of its systems, and to protect the intellectual property rights of MediaRadar or its partners against conduct that may be in violation of any applicable laws or the terms of this Agreement.

3. FEES AND PAYMENT. Unless otherwise specified in the Order Form, the fees owed to MediaRadar as specified in the Order Form will be due and payable within 30 days from the date of each MediaRadar invoice. Customer shall pay all taxes, including any applicable value added or similar tax or local tax (e.g., GST, VAT) relating to the provision of the Services. Customer shall pay via ACH/Bank Transfer or check, and any surcharges or fees arising from other types of payments shall be Customer’s responsibility. Except as set forth herein, all payment obligations are non-cancelable, and all amounts paid are nonrefundable. Any payment not received when due and payable shall be subject to a late charge set at the lesser of (i) 1.5% per month and (ii) the maximum amount permitted under applicable law, and Customer will reimburse MediaRadar all costs of collection (including reasonable attorneys’ fees) incurred. Failure to make timely payments shall be a material breach of the Agreement and MediaRadar will be entitled to suspend any or all of its performance obligations hereunder. Customer’s obligation to pay MediaRadar timely is not dependent upon Customer receiving payment from any third parties.

4. AUDIT. Customer shall maintain current, accurate and complete records of its use of the Services and any Limited Excerpts. During the Term and for one year thereafter, MediaRadar may, during normal business hours and upon reasonable prior notice, examine, inspect and audit such records to determine Customer’s compliance with the items and conditions of this Agreement. MediaRadar may only perform one audit per contract year, provided, however, that MediaRadar may conduct an audit at any time during the Term if MediaRadar has a good-faith, reasonable basis to suspect Customer’s non-compliance with this Agreement. Any audit shall be conducted at MediaRadar’s sole cost and expense; provided, however, that if any such audit reveals that Customer has failed to comply with any term or condition of this Agreement, then Customer shall, in addition to promptly ceasing any such violation (and without limiting any of MediaRadar’s rights or remedies) reimburse MediaRadar for the cost and expense of such audit.

5. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants that it has full authority to enter into and perform its obligations under the Terms, it is not a party to or bound by any agreements, obligations or restrictions inconsistent with the Terms, and it has the right to grant the licenses contemplated by this Agreement. Customer represents and warrants that: (i) Authorized Users shall be subject to use restrictions no less restrictive than the terms of this Agreement, and (ii) there are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to Customer’s knowledge, threatened against Customer.

6. CONFIDENTIAL INFORMATION. “Confidential Information” includes, without limitation, MediaRadar Data and all information and data not in the public domain, including, algorithms, source code and object code and the know-how and trade secrets relating to, contained or embodied in the Services or the business or affairs of MediaRadar or Customer, or any other non-public information (including client lists, proprietary research, and financial information) whether communicated orally, visually or in writing, or in any other recorded or tangible form, provided that such information is marked or otherwise identified as confidential by the disclosing party, or if, due to the nature of the information or the circumstances surrounding its disclosure, such information would reasonably be understood to be confidential. Confidential Information shall not include (a) information which, at the time of disclosure, is already in possession of the receiving party not under a duty of non-disclosure; (b) information which is in the public domain other than due to a breach of confidentiality by the receiving party; (c) information provided to the receiving party by a third party not subject to a duty of confidentiality or (d) information which the receiving party develops independently without breach of this Agreement. Each party will hold the other party’s Confidential Information in strict confidence and shall not make use of such Confidential Information other than in its performance of its obligations hereunder. The receiving party shall protect the disclosing party’s Confidential Information using at least the same degree of care that the receiving party uses to protect its own Confidential Information of like kind, which shall under no circumstances be less than reasonable care. If Confidential Information is required to be disclosed by law or legal proceeding, the receiving party shall, to the extent permissible, provide prompt prior notice to the disclosing party and cooperate to limit the scope of disclosure. Either party may seek injunctive relief for any breach or threatened breach of this Section. The terms in this section replace any prior non-disclosure agreement executed between the parties.

7. DATA PRIVACY AND SECURITY
7.1. Select Definitions. “Administrative Data” means names, email addresses, and other contact information of Authorized Users submitted by Customer to MediaRadar solely for the purpose of account administration and access provisioning in connection with the Services. “Personal Data” means any information that identifies, relates to, or could reasonably be linked to an identified or identifiable natural person, as defined under applicable privacy law.
7.2. MediaRadar as Independent Data Controller. MediaRadar is and shall at all times remain an independent data controller with respect to MediaRadar Data, including any individual-level data contained therein. MediaRadar collects, processes, compiles, and licenses MediaRadar Data pursuant to its own privacy policies and applicable law. Nothing in this Agreement shall be construed to make MediaRadar a processor, service provider (within the meaning of applicable privacy law), data handler, or agent of Customer with respect to MediaRadar Data or any Personal Data contained therein.
7.3. Customer as Independent Controller. Upon receipt of MediaRadar Data, Customer acts as an independent data controller with respect to its use, processing, and further disclosure of such data. Customer is solely responsible for ensuring that its access to, use of, and any further processing or disclosure of MediaRadar Data (including any individual-level data contained therein) complies with all applicable privacy laws, regulations, and the terms of this Agreement. MediaRadar makes no representation or warranty that Customer’s intended use of MediaRadar Data will comply with applicable privacy law, and MediaRadar shall have no liability for Customer’s failure to comply with applicable law in connection with Customer’s use of MediaRadar Data.
7.4. Customer Representations and Warranties. Customer represents and warrants that: (i) it has obtained all necessary consents, authorizations, and other rights required under applicable privacy law to submit any Administrative Data to MediaRadar; and (ii) its submission of Administrative Data to MediaRadar does not and will not violate applicable privacy law or infringe the rights of any data subject.
7.5. Processing of Administrative Data. MediaRadar processes Administrative Data solely to administer Customer’s account, provision access to the Services, and fulfill its obligations under this Agreement, and for no other purpose. Such processing is governed by MediaRadar’s then-current privacy policy. MediaRadar shall implement and maintain commercially reasonable technical and organizational security measures designed to protect Administrative Data against unauthorized access, disclosure, alteration, or destruction.
7.6. Security Incidents. In the event of a confirmed security incident that results in the unauthorized access, disclosure, or destruction of Administrative Data, MediaRadar shall notify Customer in writing without undue delay following discovery of such incident. For the avoidance of doubt, MediaRadar shall have no obligation to notify Customer of any security incident relating to MediaRadar Data, which is governed solely by MediaRadar’s own privacy policies and applicable law. MediaRadar’s liability for any security incident shall be subject to the limitations in Sections 8 and 9 of this Agreement.
7.7. Data Subject Requests. All data subject requests, consumer rights requests, or similar regulatory inquiries (collectively, “DSRs”) relating to MediaRadar Data (including any individual-level data therein) shall be handled exclusively by MediaRadar pursuant to its own privacy program and applicable law, without customer direction or control. To the extent MediaRadar receives a DSR that relates solely to Administrative Data processed on Customer’s behalf, MediaRadar shall provide reasonable cooperation to Customer in responding to such request, at Customer’s sole cost and expense, limited to information within MediaRadar’s reasonable possession and control.
7.8. No Data Processing Addendum. Because MediaRadar does not process Personal Data on behalf of Customer, no data processing addendum, data processing agreement, or similar instrument is required by or contemplated under this Agreement. Customer will not transmit to MediaRadar any Personal Data beyond Administrative Data, and any transmission of Personal Data by Customer beyond Administrative Data is strictly prohibited and at Customer’s sole risk. To the extent applicable law expressly requires a data processing addendum with respect to the processing of Administrative Data, the parties shall negotiate in good faith the terms thereof, which shall be determined by MediaRadar in its reasonable discretion and incorporated by reference into this Agreement.

8. NO WARRANTIES. EXCEPT AS PROVIDED IN SECTION 5 ABOVE, THE SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS; OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE/ DEALING, OR USAGE OF TRADE. THE SERVICES ARE INTENDED SOLELY AS BUSINESS INTELLIGENCE TOOLS AND CUSTOMER’S USE OF, AND RELIANCE UPON, THE SERVICES ARE CUSTOMER’S RESPONSIBILITY, WITH CUSTOMER ASSUMING ASSOCIATED RISKS. NO ORAL OR WRITTEN INFORMATION GIVEN BY MEDIARADAR OR ANY OF ITS EMPLOYEES WILL CREATE A WARRANTY.

9. LIMITATION OF LIABILITY. MEDIARADAR WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES, EVEN IF MEDIARADAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. MEDIARADAR’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR ANY DEFECTIVE PERFORMANCE BY MEDIARADAR HEREUNDER WILL BE FOR MEDIARADAR TO CORRECT THE DEFECTIVE PERFORMANCE OR FOR CUSTOMER TO RECOVER ITS ACTUAL DAMAGES RESULTING FROM SUCH BREACH, NOT TO EXCEED SIX (6) MONTHS’ FEES PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM(S) IN THE PERIOD IMMEDIATELY PRECEDING THE CLAIM.

10. INDEMNIFICATION
10.1. MediaRadar Indemnity. MediaRadar shall defend Customer in any third party suit or cause of action, and indemnify and hold Customer harmless against any damages payable to any third party in any such suit or cause of action, alleging that the Services as used in accordance with this Agreement infringes the U.S. patent or copyright of any third party. If the Services are held to infringe on a U.S. patent or copyright of a third party, MediaRadar may, in its sole discretion, (a) modify the Services to be non-infringing, (b) obtain for Customer a license to continue using the affected Services, or (c) if neither (a) nor (b) are practical in MediaRadar’s sole judgment, terminate the affected Services and return to Customer the unused portion of any fees paid for the affected Service. The foregoing obligations of MediaRadar do not apply (i) to the extent that the alleged infringement results from any change made by Customer or any third party at Customer’s direction, or (ii) if the infringement claim could have been avoided by using an unaltered current version of the Services which was provided by MediaRadar (together, the “Indemnification Exceptions”).
10.2. Customer Indemnity. Customer shall indemnify and hold MediaRadar harmless from and against any third party action, suit or proceeding that arises or results from: (i) infringement and/or misappropriation of intellectual property rights; (ii) the Indemnification Exceptions; (iii) any customer data or content; (iv) Customer’s gross negligence or willful misconduct; (v) any breach of this Agreement by Customer, an Authorized User, or any person or entity under Customer’s control; (vi) Customer's use, processing, or disclosure of MediaRadar Data (including any individual-level data therein) in violation of applicable law or this Agreement; or (vii) any claim by a data subject or regulatory authority arising from Customer's processing of Personal Data or Administrative Data in connection with the Services.
10.3. Requirements. The indemnification obligations in this Section are subject to the following requirements: (i) the indemnitee shall take all reasonable steps to mitigate any potential damages which may result; (ii) the indemnitee shall promptly notify the indemnitor of any and all such suits and causes of action; (iii) the indemnitor will control any negotiations or defense of such suits and causes of action, and the indemnitee assists as reasonably required by the indemnitor; and (iv) the indemnitor shall not settle or compromise any claim or proceeding without the prior written consent of the indemnitee if such settlement or compromise would impose any obligation, restriction, liability, or cost on, or contain any admission of fault by, or otherwise adversely affect the rights, interests, or reputation of, the indemnitee.
10.4. Exclusive Remedies. The indemnity and other remedies in this Section shall be the exclusive remedies of the parties with respect to any claim for which a party has an obligation of indemnity pursuant to this Section.

11. TERM AND TERMINATION. The term of this Agreement is set forth on the relevant Order Form and shall be extended for the duration of any current Order Form Term. Except as otherwise specified in an Order Form, the Services will automatically renew for additional periods equal to the expiring Order Form Term or one (1) year (whichever is shorter) (“Renewal Term”), unless either party gives the other notice of non-renewal at least 60 days before the end of the relevant Order Form Term. Each subsequent Renewal Term shall be invoiced at the calculated rate of 7.00% annual uplift to the applicable license fees. MediaRadar may terminate this Agreement immediately upon any delinquency in Customer’s payments in excess of 30 days beyond the due date. Each Party shall have the right to terminate this Agreement in its entirety upon written notice to the other Party if such other Party materially breaches this Agreement and has not cured such breach to the reasonable satisfaction of the non-breaching Party within 30 days after written notice of such breach (provided such breach is capable of cure). Upon termination or expiration of this Agreement for any reason, Customer shall immediately cease all access to and use of the Services and any MediaRadar Data, and Customer will destroy all copies of, or excerpts from, the Services in its possession. Within 15 days of a MediaRadar request, Customer will certify to that destruction by delivering to MediaRadar a certificate signed by an authorized officer of Customer.

12. MISCELLANEOUS.
12.1. Publicity. MediaRadar may identify Customer as a recipient of Services and may use its name or logo in relevant communications. Any other public mentions of this Agreement or the contents thereof by either party requires the prior written consent of the other party.
12.2. Sanctions Compliance. Customer is not, and will not share the benefit of the Services with, any entity that is incorporated in or resident in a country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this Section shall be deemed a non-remediable material breach of this Agreement.
12.3. Relationship of the Parties. Each party is an independent contractor and is solely responsible for its own employees, agents, and related costs.
12.4. Assignment. Customer may not assign all or any part of its rights or obligations hereunder or under any Order Form without the prior written consent of MediaRadar. In the event that Customer is acquired by, merges with, or sells substantially all of its assets to a Competitor (as defined in Section 2.2), MediaRadar has the right to terminate this Agreement and all Order Forms. Subject to the foregoing, this Agreement and all Order Forms shall be binding on and inure to the benefit of the parties and each party’s successors and permitted assigns. Any purported assignment or transfer in violation of this Section and Agreement is void.
12.5. Severability & Survival. If a reviewing court finds any provision of this Agreement to be invalid or unenforceable, the other provisions of this Agreement shall not be affected. All provisions that by their nature should survive termination (including Sections 2 through 12) shall survive.
12.6. No Third-Party Beneficiaries. This Agreement is for the benefit of the parties only and is not for the benefit of, or enforceable by, any third party.
12.7. Electronic Notice. Notices under this Agreement may be delivered by email to the address specified by each party. Email notice is effective upon confirmed receipt. Notice to MediaRadar shall be sent to legalnotice@mediaradar.com.
12.8. Applicable Law; Venue & Interpretation. (a) This Agreement and Terms will be construed and enforced in accordance with the laws of the State of New York, without regard to conflicts of laws principles, and each of the parties irrevocably submit to the exclusive jurisdiction of the federal and state courts situated in New York County. (b) If the applicable Order Form is executed with Competitive Media Reporting Canada ULC, a Canadian company: this Agreement and Terms will be construed and enforced in accordance with the laws of Canada, without regard to conflicts of laws principles, and each of the parties irrevocably submit to the exclusive jurisdiction of the courts situated in Toronto.
12.9. Force Majeure. Nonperformance by either party shall be excused to the extent that performance is rendered impossible by strike, acts of God, Internet outages, computer viruses, governmental acts or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party. Any such failure shall be remedied as soon as reasonably possible.
12.10. Entire Agreement. This Agreement, together with appropriately executed Order Forms and any other exhibits attached hereto, contains the entire agreement between the parties relating to the subject matter of this Agreement and all prior proposals, discussions and writings between the parties are superseded by this writing. This Agreement may be modified or waived in whole or in part only by a writing duly signed by both parties. The terms of this Agreement and any Order Form shall not be modified by any terms contained in (i) any purchase order issued by Customer, (ii) Customer’s electronic payment systems, (iii) Customer’s websites or (iv) other materials supplied by Customer. MediaRadar’s reference of any such purchase order or use or receipt of any such payment systems, websites or materials shall not constitute an acceptance by MediaRadar of any such terms. The failure of either party to enforce any of the provisions of this Agreement or any Order Form in a particular instance shall not constitute a waiver of such provision, nor in any way affect the validity thereof, or the right of such party to enforce it in the future.

Last Updated: April 7, 2026

Prior MSA terms (for Order Forms signed before April 7, 2026)