API Subscription-Data License Agreement
This License Agreement (“License”) is made between the Licensee, as defined in the associated invoice or statement of work, and mediaQuant, Inc. (“Licensor” OR “mediaQuant”), a Delaware corporation with its primary place of business located at 2145 NE 18th Avenue, Portland, OR, USA. By accessing or using the License, Licensee agrees to adhere to all terms and conditions contained herein. In addition, Licensee’s acceptance of this License obligates any of its employees or authorized agents who use the License to all the terms and conditions contained herein.
(A) “Media Prominence Data” OR “Data” means raw data values comprising mediaQuant media prominence metrics for the Licensed Sector(s) for the preceding 48-months (4 years of data), delivered via JSON-compatible files via the FTP Website.
(B) “FTP Website” or “Website” means the secure and login-authenticated website at ftp.mediaquant.net through which the Data is accessed.
(C) “Licensed Sector(s)” means the industry or market peer group(s) that comprise the data values. Licensed Sector(s) are documented in the Licensee’s executed invoice or statement of work.
(D) “License Term” means the annual period for which the Licensee has procured the License, as referenced in the executed invoice or statement of work, and inclusive of any subsequently procured renewals.
(E) “Licensee” means the company or organization referenced on the associated invoice or statement of work that is licensing the Data, including Licensee employees and authorized agents.
2. LICENSEE RIGHTS AND OBLIGATIONS
Licensor hereby grants to Licensee, subject to the terms of this License, the non-exclusive, non-transferable right to access and use the Media Prominence Data for the Licensed Sectors, and Licensee agrees that the Data shall be maintained as confidential, shall be for its own internal use only and shall not be disclosed, sold, traded, copied, distributed, transferred, disposed of or otherwise made available to any other parties, except affiliates under common control or ownership with Licensee, and any company acquiring or merging with Licensee. The following terms and conditions apply:
2.1 Data Ownership:
(A) Licensor is the owner of all intellectual property rights associated with the Data and other proprietary materials.
(B) Licensee agrees that the Data is a valuable property right of Licensor and that Licensor shall continue to own the Data, as well as any copyright, trade secret, or any other intellectual property right related to the Data, and shall have the exclusive right to sell, trade, loan, copy, disclose, distribute, transfer, or otherwise make available the Data to others.
2.2 Data Use, Sharing, and Storage:
(A) Only Licensee may access and utilize the Data. By accessing and using the Data, Licensee agrees to accept responsibility for all activities that occur using the Data.
(B) Use of the Data is restricted to internal use only within the Licensee organization.
(C) An allowed exception to (A) and (B) above is that Licensee may provide the Data to an authorized agent of Licensee, e.g., a consultant or contractor, for the purpose of analysis or interpretation for Licensee, provided such authorized agent agrees in writing to treat the Data as confidential and adhere to the terms of this License Agreement.
(D) Licensee may integrate the Data with their internal analytic systems and make derivative works, as long as such derivative works are for internal use only and not made available for re-sale internally within the Licensee organization or externally to third parties.
(E) Licensee may download and store the Data on Licensee-authorized personal, departmental, or company-wide storage and retrieval systems.
2.3 Copyrights and Attribution: Unless reasonably impractical or infeasible, Licensee shall attribute Licensor Data, in whole or part and including derivative works, in electronic or printed format, as follows: “Copyright © 201_ mediaQuant, Inc. All rights reserved. Reprinted with permission from mediaQuant, Inc.”
3. LICENSEE RESTRICTIONS AND PROHIBITIONS
(A) Use of the Data is restricted to internal use only within the Licensee organization.
(B) Licensee shall NOT routinely or broadly share or disseminate the Data, in part or whole, outside the Licensee organization or to large external audiences, unless expressly agreed to in writing by Licensor.
(C) Licensee shall NOT assign, transfer, sell, lease, rent, charge for or otherwise distribute, deal in, or encumber the Data, in part or whole and in any format, to any third party, except as allowed in Section 2.2 (C).
(D) Licensee shall NOT alter, copy, disseminate, redistribute or republish any amount of the Data externally in electronic or printed form where such form has a commercial value to the recipient.
(E) Licensee shall NOT permit any unlicensed user or third party to access or use the Data and shall use reasonable efforts to ensure that it maintains the confidentiality of the Data and Data access information.
5. REFUND POLICY
(A) All paid API Subscriptions/Data Licenses are non-refundable. We adhere to a no-refund policy because we enable users to try out our Media Prominence Data for free under an API evaluation period of 30- days or more. By purchasing a API Subscription, you acknowledge that you have read and agree to the above Refund Policy.
(B) Annual renewals to API Subscriptions/Data Licenses which are cancelled within fourteen (14) days of the annual renewal due date are eligible for a full refund. To request a refund with 14-days of renewal, please email your request to info@mediaQuant.net with the word REFUND in the subject line. Refunds may exclude any processing fees.
This Agreement may be terminated by mediaQuant in the event of any breach by Licensee. In the event of such termination, no refund shall be paid to Licensee.
Licensee shall indemnify and hold harmless mediaQuant and any of mediaQuant’s affiliates, employees, officers, directors, agents and assigns, from and against any and all losses, liabilities, damages, claims, awards, judgments, costs and expenses, including reasonable attorney fees, arising out of or resulting from Licensee’s and/or its users’ use of the License or Data other than as expressly permitted hereunder.
8. LIMITED WARRANTIES
(A) mediaQuant warrants that it is the original publisher and owner of the Data and has the rights to distribute the Data via the License.
(B) mediaQuant shall use reasonable efforts to provide Licensee with online access to the Data 24 hours a day for the duration of this Agreement. Licensee acknowledges and accepts that mediaQuant does not guarantee continuous uninterrupted access to the Data and operation of the FTP Website may be interfered with or adversely affected by numerous factors or circumstances outside mediaQuant’s control.
9. DISCLAIMER OF WARRANTIES
(A) ACCESS TO THE DATA IS PROVIDED BY MEDIAQUANT “AS IS”. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS OR DATA INCLUDED THEREIN. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA ACCURACY AND SYSTEM INTEGRATION. WHILE WE TAKE EVERY MEASURE POSSIBLE, USING AVAILABLE RESOURCES, TO ENSURE THE CONTENT SUPPLIED VIA OUR DATA AND WEBSITE IS ACCURATE AND CORRECT, SUCH CONTENT MAY INCLUDE INACCURACIES, MISTAKES OR TYPOGRAPHICAL ERRORS.
(B) mediaQuant is not responsible for invalid destinations and transmission errors in, corruption of, or the security of information carried over telecommunications carriers’ or other providers’ facilities. Licensee acknowledges that some amounts of the content from which the Data is derived may be provided by third parties, and mediaQuant has no control over, or liability for any such content. Under no circumstances will mediaQuant be responsible for the use by Licensee of, or results achieved by Licensee from the Data accessed through the License.
10. LIMITATIONS OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDIAQUANT WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE DATA OR THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDIAQUANT’S TOTAL LIABILITY TO USER FOR ANY DAMAGES (REGARDLESS OF THE FOUNDATION FOR THE ACTION) SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES ACTUALLY PAID BY USER TO MEDIAQUANT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE ACT ALLEGEDLY GIVING RISE TO MEDIAQUANT’S LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
(A) This Agreement shall be interpreted and construed in accordance with the laws of the State of Oregon in the United States of America.
(B) Force Majeure: Neither party shall be liable for a failure to perform under this Agreement to the extent that the party is prevented from performing its obligations by any cause beyond its reasonable control, provided such cause does not arise from the party’s fault or neglect, and provided further that the party unable to perform promptly notifies the other party of the commencement, nature and projected termination of the cause.
(C) If any portion of this Agreement is held to be unenforceable, said portion shall be severed from this Agreement, the remainder of which shall continue in effect.