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Professional Services Terms

PROFESSIONAL SERVICES TERMS

These Professional Services Terms (these “Terms”) govern the provision of services by MediaRadar, Inc., a Delaware corporation (“MediaRadar”), to the customer identified on the applicable order form executed between the parties (each, an “Order Form”) (“Client”). These Terms are effective as of the date of the applicable Order Form (“Effective Date”). Each Order Form shall specify the services, pricing, scope, duration, and any special terms for the engagement. By executing an Order Form that references these Terms, Client agrees to be bound by these Terms.

1. SERVICES

  • 1.1. Scope. MediaRadar will perform the business development, lead generation, prospecting, and related professional services described in the applicable Order Form (the “Services”) in a skilled and professional manner. The specific deliverables, staffing, and scope of the Services will be set forth in the Order Form.
  • 1.2. No Guarantee of Results. The Services are performed on a commercially reasonable efforts basis. MediaRadar does not guarantee that any particular prospect will become a client of Client, or that any specific revenue target or number of accounts will be achieved.
  • 1.3. Initial Go-to-Market Meeting. Unless otherwise specified in the Order Form, Client agrees to cover reasonable, pre-approved travel expenses for up to two (2) MediaRadar representatives in connection with an initial go-to-market meeting at the onset of the engagement. Any other travel expenses must be approved by Client in writing prior to being incurred.
  • 1.4. Client Cooperation. Client must provide MediaRadar with necessary information and approvals promptly, typically within 24 hours of a request. Delays may affect MediaRadar’s performance timeline.
  • 1.5. Third-Party Tools and Accounts. In performing the Services, MediaRadar may procure and manage accounts on third-party platforms on Client’s behalf (“Service Accounts”). MediaRadar shall be the owner and administrator of all Service Accounts and shall retain administrative access at all times. Client shall not revoke, restrict, or otherwise interfere with MediaRadar’s access to any Service Account; any such action shall constitute a material breach of these Terms.

2. FEES AND PAYMENT

  • 2.1. Fees. Client shall pay MediaRadar the following fees as specified in the applicable Order Form:
    • 2.1.1. Initial Monthly Fee. A one-time fee, invoiced and due within 15 days of Order Form execution.
    • 2.1.2. Retainer. A recurring monthly fee, invoiced upon Order Form execution and monthly thereafter on the anniversary of the execution date, and due within fifteen (15) days of each invoice date. This fee is payable throughout the term, including any Notice Period (Section 9.2).
    • 2.1.3. Business Won Revenue Share. A commission on AGP collected from Won Accounts, at the rate specified in the applicable Order Form, where:
      • 2.1.3.1. “AGP” means gross revenue collected by Client from a Won Account, less media spend and third-party pass-through costs directly attributable to servicing that Won Account.
      • 2.1.3.2. “Won Account” means a prospective customer identified or engaged through the Services that enters into a revenue-generating relationship with Client.
      • 2.1.3.3. “Commission Period” means, with respect to each Won Account, the 12 month period beginning on the date Client first collects revenue from that Won Account.
      • 2.1.3.4. Business Won Revenue Share invoices are due and payable within 15 days of Client’s receipt of the underlying funds from the applicable Won Account.
      • 2.1.3.5. Client’s obligation to pay Business Won Revenue Share extends through the end of each applicable Commission Period, regardless of whether the Order Form term has expired or been terminated. Client shall provide MediaRadar with a quarterly accounting of all revenue collected from Won Accounts, including a breakdown of gross revenue and deductions applied to derive AGP. MediaRadar may, upon reasonable notice, request supporting documentation to verify such accounting.
  • 2.2. Payment. All payments shall be made via ACH or wire transfer. Client is responsible for any associated transaction fees. Client shall pay all applicable taxes (including sales, use, VAT, GST, or similar taxes) arising from the Services, excluding taxes based on MediaRadar’s net income. All payment obligations are non-cancelable and all amounts paid are nonrefundable, except as expressly set forth in these Terms. MediaRadar does not accept checks or credit cards. Any dispute regarding an invoice must be raised in writing within five (5) business days of receipt. Undisputed amounts remain due according to the payment terms in Section 2.1. 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.

3. OWNERSHIP OF WORK PRODUCT

  • 3.1. Client Ownership. All reports, documents, prospect lists, and other materials prepared by MediaRadar specifically for Client and paid for by Client in connection with the Services (“Work Product”) shall be the property of Client.
  • 3.2. Delivery of Work Product. Upon request (no more than once per 60 days), or upon termination or expiration of the applicable Order Form, MediaRadar will deliver Work Product to Client in a commonly used electronic format. Delivery of Work Product upon termination is conditioned on Client’s payment of all outstanding fees and expenses (excluding Business Won Revenue Share not yet due).
  • 3.3. MediaRadar Tools and Methodologies. Notwithstanding Section 3.1, MediaRadar retains all right, title, and interest in and to its proprietary tools, methodologies, processes, templates, know-how, data sources, and software used in the performance of the Services (“MediaRadar IP”). Nothing in these Terms transfers ownership of any MediaRadar IP to Client. Client shall not have access to any MediaRadar data providers, tools, or platforms except as expressly provided in the Order Form.

4. REPRESENTATIONS AND WARRANTIES

  • 4.1. Mutual. Each party represents and warrants that: (i) it has full legal authority to enter into and perform its obligations under these Terms; (ii) these Terms do not conflict with any agreement to which such party is bound; and (iii) it will comply with all applicable laws in connection with its performance hereunder.
  • 4.2. MediaRadar Warranties. MediaRadar warrants the Services will be performed professionally, consistent with industry standards, by qualified personnel. MediaRadar also warrants that the Work Product will be free of liens and will not infringe third-party intellectual property rights.
  • 4.3. No Agency. MediaRadar shall not hold itself out as an agent of Client. No form of legal agency relationship is created between the parties under these Terms, and MediaRadar shall not have authority to bind Client to any obligation.

5. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MEDIARADAR DOES NOT WARRANT THAT THE SERVICES WILL RESULT IN ANY PARTICULAR LEVEL OF REVENUE, NUMBER OF WON ACCOUNTS, OR OTHER BUSINESS OUTCOME.

6. LIMITATION OF LIABILITY. MEDIARADAR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MEDIARADAR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE ORDER FORM IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. CONFIDENTIALITY. “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, 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.

8. INDEMNIFICATION

  • 8.1. MediaRadar Indemnity. MediaRadar shall indemnify, defend, and hold Client harmless from and against any third-party claim, suit, or proceeding arising from: (i) MediaRadar’s gross negligence or willful misconduct in the performance of the Services; or (ii) any allegation that the Work Product infringes the intellectual property rights of a third party.
  • 8.2. Client Indemnity. Client shall indemnify, defend, and hold MediaRadar harmless from and against any third-party claim, suit, or proceeding arising from: (i) Client’s gross negligence or willful misconduct; (ii) Client’s use of the Work Product in a manner not authorized by these Terms; or (iii) any breach of these Terms by Client.
  • 8.3. Procedures. The indemnification obligations in this Section are subject to the following: (i) the indemnitee shall promptly notify the indemnitor of any claim; (ii) the indemnitor shall have sole control of the defense and settlement of such claim; (iii) the indemnitee shall provide reasonable cooperation at the indemnitor’s expense; and (iv) the indemnitor shall not settle any claim without the indemnitee’s prior written consent if such settlement would impose any obligation or admission of fault on the indemnitee.
  • 8.4. 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.

9. TERM AND TERMINATION

  • 9.1. Term. The term of these Terms commences on the Effective Date and continues for the duration specified in the applicable Order Form. Unless otherwise specified in an Order Form, the Services will automatically renew for successive periods equal to the initial term or one (1) year (whichever is shorter).
  • 9.2. Termination for Convenience. Either party may terminate an Order Form or this Agreement upon sixty (60) days’ prior written notice to the other party (the “Notice Period”). During the Notice Period, MediaRadar will continue to perform the Services and Client shall continue to pay the Retainer. Client shall remain responsible for all Business Won Revenue Share payments through the end of each applicable Commission Period, which obligation survives termination.
  • 9.3. Termination for Cause. Either party may terminate these Terms and any Order Form upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice thereof.
  • 9.4. Effect of Termination. Upon termination or expiration: (i) MediaRadar will deliver a final program report within thirty (30) days; (ii) subject to Section 3.2, MediaRadar will deliver all outstanding Work Product including Service Account Data; (iii) each party shall return or destroy the other party’s Confidential Information; and (iv) Client’s payment obligations, including Business Won Revenue Share obligations, shall survive as provided in these Terms.

10. NON-SOLICITATION OF PERSONNEL

  • 10.1. Restriction. During the term of the applicable Order Form and for one (1) year thereafter, neither party shall directly solicit for employment any employee of the other party who has been involved in the performance or receipt of the Services, without the prior written consent of the other party. General job postings or advertisements not specifically targeted at such employees shall not constitute a violation of this Section.
  • 10.2. Placement Fee. If either party hires an employee of the other party in violation of Section 10.1, the hiring party shall pay the other party a placement fee equal to the hired employee’s first-year annual compensation (including any guaranteed bonuses), payable within thirty (30) days of the employee’s start date. This Section shall not apply to former employees who have not been employed by the non-hiring party for at least 6 months prior to being hired.

11. MISCELLANEOUS

  • 11.1. Relationship of the Parties. MediaRadar is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties. MediaRadar is solely responsible for its own employees, agents, and related costs.
  • 11.2. Assignment. Neither party may assign its rights or obligations under these Terms without the prior written consent of the other party, except that MediaRadar may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.
  • 11.3. Severability and Survival. If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force and effect. All provisions that by their nature should survive termination (including Sections 2, 3, 5, 6, 7, 8, 10, and 11) shall survive.
  • 11.4. No Third-Party Beneficiaries. These Terms are for the benefit of the parties only and are not enforceable by any third party.
  • 11.5. Notices. Notices under these Terms shall 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.
  • 11.6. Governing Law; Venue. These Terms shall be construed and enforced in accordance with the laws of the State of New York, without regard to conflicts of laws principles. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in New York County, New York.
  • 11.7. Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, strikes, government actions, Internet outages, or similar events, provided the affected party uses commercially reasonable efforts to resume performance.
  • 11.8. Entire Agreement. These Terms, together with any executed Order Forms, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior proposals, discussions, and agreements. These Terms may be modified only by a writing signed by both parties. No terms contained in Client purchase orders, payment systems, or similar documents shall modify these Terms. The failure of either party to enforce any provision shall not constitute a waiver of that provision.
  • 11.9. Order of Precedence. In the event of any conflict between these Terms and an Order Form, the provisions of these Terms shall control unless the Order Form expressly states otherwise.

Last Updated: March 25, 2026

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