These terms & conditions apply to the use of services TiVo Research and Analytics, Inc. (“TRA”) provides through the website traglobal.com (or such successor sites) (the “TRA Services”).

As used in these terms, “you” means the entity identified in any order form signed by you and TRA that reference these terms (each an “Order Form”).

1. TRA Services
TRA will provide you with access to the TRA Services as set forth in an Order Form. You may only use the TRA Services for (a) your internal marketing purposes, and (b) the limited scope of use specified in an Order Form (e.g., entity, brand or campaign) (the “Authorized Use”).

If you are designated on an Order Form as a “Network Client,” you may also use the TRA Services to generate reports that you share with your clients, or prospective clients, in the ordinary course of your business, provided that TRA is prominently identified as the source of such data, and any report you share does not merely redistribute or incorporate without refinement a full dataset or the entirety of a report created using the TRA Services. Such use is deemed “Network Advertising Sales.”

You may not directly or indirectly (a) sell, lend, rent, resell, lease, sublicense or otherwise transfer to any third-party any of the rights granted to you with respect to the TRA Services, (b) access or use the TRA Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas or (c) access or use the TRA Services for any use other than the Authorized Use.

You must immediately notify TRA in writing of any unauthorized use of the TRA Services. TRA reserves the right to audit the usage of the TRA Services by your Authorized Users, and you agree to pay TRA’s then-current rates for usage beyond the scope described in an Order Form.

TRA may, from time to time, add, delete or change the features or functionality of the TRA Services without prior notice to you. TRA may discontinue furnishing data or information from third parties to the extent such third party data or information ceases to be incorporated into the TRA Services for any reason.

2. Authorized Users
Only the employees and agents you designate (“Authorized Users”) may access and use the TRA Services on your behalf and may do so solely for the Authorized Use. The number of permitted Authorized Users will be as set forth in an Order Form. If you are an ad agency, or if any of your Authorized Users work for an ad agency, then (i) your access or use of any TRA Services cannot be for the benefit of any other entity (other than the entity identified on the Order Form) and such use shall be strictly limited to the Authorized Use on the same Order Form, and (ii) any access or use of any TRA Services by or for a sister agency must be pre-approved by TRA in writing.

TRA will provide you with unique login credentials for each Authorized User, which may not be used by more than one person. You must contact TRA to add or change Authorized Users. You are responsible for any unauthorized use by your Authorized Users. TRA reserves the right, in its sole discretion, to reject a request for registration. TRA may also deactivate, suspend, or change a person’s login credentials for any suspected unauthorized use.

3. Content You Upload
If you choose to upload any content to the TRA Services (“Content”), you grant us a non-exclusive license to your Content as needed for us to run the TRA Services (e.g., to host, backup, display, and process your Content in order to let you create custom reports). This license extends to third parties we work with TRA to provide the TRA Services (such as a cloud hosting provider). Only upload Content that you own or are otherwise permitted to grant the foregoing licenses to. TRA Services are not designed to be a storage solution, and you should always maintain a backup copy of your Content.

4. TRA Data
The TRA Services may give you access to, or the ability to generate reports that contain, proprietary data from TRA or TRA’s licensors (“TRA Data”). You shall: (a) use and copy TRA Data only for an Authorized Use; (b) hold the TRA Data in strict confidence; (c) protect and safeguard the confidentiality of the TRA Data with at least the same degree of care as you protect and safeguard your own confidential and proprietary information (but in no event with less than a reasonable degree of care); and (d) not remove, obscure or alter any proprietary rights notice pertaining to the TRA Data.

You may only disclose or disseminate TRA Data to your employees, contractors, and professional advisors (“Representatives”) who have a need to know and who have signed written agreements with (or are otherwise bound by confidentiality obligations owed to) you that require or permit such individuals to use, disclose and protect the TRA Data only in a manner consistent with the provisions of these terms. You will be liable to TRA for any failure by any of your Representatives to comply with any of your obligations set forth in these terms.

5. IP Rights
Visit www.tivoresearch.com/patents for a non-exhaustive list of patents that apply to the TRA Services. These terms do not provide you with any right or license (whether expressly, by implication, by estoppel, or otherwise) under the intellectual property rights of TRA (or its licensors) other than to the extent expressly authorized above. TRA reserves all rights not expressly granted to you.

6. Feedback
You and your Authorized Users may (but are not required to) provide TRA with suggestions, comments or other feedback regarding TRA Services (“Feedback”). If you or your Authorized Users do provide TRA with Feedback, then TRA may freely use, disclose, reproduce, license, distribute and otherwise commercially exploit such Feedback in connection with any product, technology, service, specification or other documentation.

7. Fees and Payments
You agree to pay the fees set forth in an Order Form; such fees are due when invoiced and are payable within 30 days of the date of the invoice. You agree to pay interest at 1.5% per month (or, if lower, the maximum legal rate) from the date originally due until payment is received by TRA on all amounts thereafter. Amounts paid to TRA are nonrefundable. You are responsible for all value-added, goods and services, sales, use and similar taxes due with respect to the TRA Services.

TRA may, effective upon the end of your then-current prepaid Term, adjust the fees for the TRA Services. Such fee change will become effective on the date stated in TRA’s notice unless you notify TRA of your refusal to accept the fee change prior to such date, in which case your access to the applicable TRA Service will terminate as of the effective date of the change.

8. Term and Termination
These terms apply during the period set forth in an Order Form (the “Term”). This sentence, accrued payment obligations, sections 3-6, and sections 9-13 will continue to apply after the Term.

9. Warranty
Disclaimer TRA PROVIDES THE TRA SERVICES AND TRA DATA “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, AND YOUR USE OF THE TRA SERVICES AND TRA DATA IS AT YOUR OWN RISK. TO THE GREATEST EXTENT PERMITTED BY LAW, TRA AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES REGARDING ACCURACY, OPERABILITY, AVAILABILITY, USE, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR USAGE OF TRADE.

10. Indemnification by TRA
TRA shall defend you and your officers, directors, employees and agents from and against any actual or threatened third-party claim alleging that the use of the TRA Services and/or TRA Data as permitted under these terms infringes or misappropriates the intellectual property rights or other proprietary rights of any third party, violates any right of privacy or publicity, or violates any applicable law (a “Claim”), provided that you promptly notify TRA of any such Claim in writing and cooperate with TRA to facilitate the defense of any such Claim.

With respect to any such Claim, TRA will pay: (a) all damages, costs, and attorneys’ fees finally awarded against you; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred in connection with the defense (other than attorneys’ fees and costs incurred without TRA’s prior written consent); and (c) any amounts to be paid to a third party in settlement as agreed to by TRA in writing.

In the event of a Claim, or if TRA reasonably believes that a Claim is likely, TRA may in its sole discretion and at no cost to you: (a) modify the TRA Services to avoid the Claim, with no material diminution in functionality, (b) obtain a license for your continued use of the TRA Services, or (c) terminate any applicable Order Form and refund you any prepaid amounts, as prorated through the date of termination.

This section 10 sets forth TRA’s sole liability to you, and your exclusive remedy against TRA, with respect to a Claim.

11. Indemnification by You
You shall defend and indemnify TRA from and against any and all third party claims, demands, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and related litigation costs) arising out of or related to your breach of these terms. TRA will promptly notify you of any such claim, and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow TRA to participate in the defense, and will not settle any such claim without TRA’s prior written consent.

12. Limitations of Liability
TO THE GREATEST EXTENT PERMITTED BY LAW, TRA AND ITS LICENSORS, AFFILIATES, AND SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR: (1) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF TRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND/OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR USE OF (OR INABILITY TO USE) ANY TRA SERVICE OR TRA DATA; OR (2) ANY DIRECT DAMAGES IN EXCESS OF WHAT YOU HAVE PAID TRA FOR ACCESS TO THE TRA SERVICE AT ISSUE. THIS IS INTENDED TO APPLY EVEN UNDER CIRCUMSTANCES THAT CAUSE ANY EXCLUSIVE REMEDY UNDER THESE TERMS TO FAIL OF ITS ESSENTIAL PURPOSE.

YOU MUST BRING ANY CLAIM RELATED TO THESE TERMS OR THE TRA SERVICES WITHIN ONE YEAR OF THE DATE YOU COULD FIRST BRING THE CLAIM OR IT WILL BE PERMANENTLY BARRED.

13. Miscellaneous
Amendments: The parties may only amend these terms in a writing executed by both you and TRA.

Assignment: You may not assign or transfer these terms (or any rights or obligations hereunder) without TRA’s prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. TRA may freely assign or transfer these terms. These terms inure to the benefit of and are binding upon the parties and their respective legal representatives, successors, and assigns.

Conflict in terms: In the event of a conflict between the terms in an Order Form and these terms and conditions, the terms in the Order Form will control.

Entire Agreement: These terms, together with any Order Forms, constitute the entire agreement between you and TRA relating to the TRA Services and supersede all prior discussions and writings regarding (and constitutes the entire agreement between the parties with respect to) the TRA Services. Any “purchase order” or similar document received from you shall be for billing reference only and, notwithstanding any terms and/or conditions set forth therein, such document shall not take precedence over these terms in any manner whatsoever.

Force Majeure: In the event that TRA is unable to perform any of its obligations under these terms because of severe weather, natural disasters, acts of God, riots, wars, governmental action, or other events beyond TRA’s reasonable control, then TRA will be relieved from its performance of such obligations to the extent, and for the duration, that such performance is prevented by such events.

Governing Law and Venue: These terms are to be governed by and construed in accordance with the laws of the United States and the state of New York, excluding its conflict of law principles. You and TRA: (a) shall bring any disputes arising out of or related to these terms exclusively in a state or federal court located in New York County, New York; (b) submit to the personal jurisdiction of such courts; and (c) waive any right to a jury trial.

Irreparable Harm: Any actual or threatened breach of sections 1 or 4 of these terms would cause immediate and irreparable harm to TRA, the value of which would be difficult or impossible to determine and for which monetary damages would be inadequate compensation. Accordingly, in addition to any other remedies (and notwithstanding the “Governing Law and Venue” section above), TRA will be entitled to obtain injunctive relief and/or specific performance from any court of competent jurisdiction to prevent any such breaches and you expressly waive the defense that monetary damages would be adequate compensation for TRA and any requirement that TRA post a bond or other security.

Marketing: You agree that, during the Term, TRA may publicly refer to you as a customer and may publish your name and/or logo on its website and/or promotional materials.

Notices: To be valid, all notices permitted or required under these terms must be sent in writing by a party (unless a party changes such information by giving notice in accordance with this section) via certified mail to the address set forth in an Order Form. Notice will be deemed given on receipt.

Severability: If any provision of these terms, or any provision in an Order Form, is found to be unenforceable or invalid, such unenforceability or invalidity will not render these terms or an Order Form unenforceable or invalid as a whole and, in such event, such provision is to be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law.

Waiver: No waiver of any breach of these terms will constitute a waiver of any other breach.