Terms of Use

Welcome to MediaWatcher.ai’s website (“we,” “us,” or “our”). These terms of use (“Terms”) govern the access to and use of our products, services, and any related content or features (collectively, the “Services”).

By accessing or using our Services, you agree to be bound by these Terms, as well as any additional terms and policies referenced herein or available through our Services. If you do not agree with these Terms, please do not use our Services.

We may update or modify these Terms from time to time. Any changes will be effective upon posting, and your continued use of the Services after such changes indicates your acceptance of the updated Terms.

1.  Definitions:

“Affiliate” means a corporation, partnership, or other legal entity that controls, is controlled by, or is under common control with that party, either directly or through another Affiliate, but only while that control relationship exists; “control” of an entity means the power to direct the management and policies of that entity through a controlling vote on the board of directors or similar governing body of that entity or the ownership of interests entitled to more than 50% of the votes of that entity.

“Agreement” means collective documentation forming the contractual obligations between the Parties, including but not limited to the applicable Order Form, Privacy Policy, and these Terms, along with all Schedules, exhibits, and attachments thereto.

“Authorized Users” means Client’s employees, agents, representatives, contractors or customers to whom it provides access to the Product, but does not include the number of timekeepers reflected in the Subscription Fees.

“Client” The client listed in the applicable Order form, acting as a Controller herein;

“Fee” shall mean the monetary consideration as set forth in the applicable Order Form, which the Client is obligated to pay to the Service Provider for the provision of Services under the Agreement. This may also include any additional amounts agreed upon by the Parties in writing from time to time and shall be payable on the terms and conditions set forth in the applicable Order Form and Terms of Use. The Client shall pay the Fee as per the mode of payment opted, i.e. one one-time pre-paid fee, monthly recurring fee, or fee as per subscription.

“Intellectual Property Rights” means all current and future patents, patent applications (including, without limitation, all reissues, divisions, renewals, extensions, continuations and continuations-in-part), copyrights (including but not limited to rights in audiovisual works and moral rights), trade secrets, trademarks, service marks, trade names and all other intellectual property rights and proprietary rights, whether arising under the laws of the United States or any other country, state or jurisdiction.

“Order Form” is the applicable purchase form of the Services

“Response Time” means the elapsed time from when the Service Provider receives a request for assistance until the commencement of assistance.

“Services”  means media monitoring and intelligence services, including tracking, analysis, reporting, and actionable insights from various media sources.

“Service Provider” means Mediawatcher.ai, including but not limited to  employees, representatives, agents, contractors, or any other personnel who are involved in providing the Services

“Start Date” means the date of execution by the Client, which shall begin the Term.

“Term” means the initial twelve (12) months upon entering into this Agreement

“Updates” means subsequent releases of  Software which are generally made available for supported Software at no additional charge, other than media and handling charges, to correct design faults, discrepancies, or defects (“bugs”) in the Product. Updates are generally designated by a change in the number appearing to the right of the initial decimal point in the Product’s version number (i.e., 1.1 vs. 1.0).

“Upgrades” means subsequent releases of the Materials that contain an improvement in the Materials that generally includes enhancements and new functionality, and is generally designated by a change in the number appearing to the left of the initial decimal point in the Product’s version number (i.e., 2.0 vs. 1.0).

2. License Grant:

Subject to the terms of this Agreement and the number of Authorized Users specified in the applicable order form (the terms of which are incorporated herein by reference), the Service Provider grants the Client a limited, personal, non-exclusive, non-transferable, and non-assignable (except as otherwise provided in this Agreement) right to access and use the Product and its associated Documentation. This license is granted solely for its internal use and is conditional upon the full payment of all applicable Subscription Fees and continued compliance with the terms of this Agreement.

3. Limitations on Use: Third-Party Communications

3.1. Limitations on Use

4. Fee Payment:

4.1. The Client agrees to pay the Fees specified in the applicable Order Form, in accordance with the payment terms outlined in both this Agreement and the relevant.

4.2. Fees shall be invoiced as described in the applicable Order Form, based on the agreed payment method. The Client shall pay each invoice within seven (7) days of its issuance by the Provider.

4.3. The Client acknowledges and agrees that for pre-paid billing arrangements, any unused or unprocessed funds remaining in the Client’s account at the end of each Term shall automatically expire upon the conclusion of that Term.

4.4. The Client further acknowledges and accepts that:

4.5. If the Client fails to make payment in accordance with the terms of this Agreement, for any reason—including the existence of a dispute between the parties—the Provider reserves the right to:

4.6. The Client acknowledges that any such suspension shall not relieve them of their obligation to pay all outstanding charges owed to the Provider.

5. Third-Party Integrations:

5.1. The Service may integrate with or provide access to third-party products, services, or applications (“Third-Party Integrations”) to enhance functionality or provide additional features.

5.2. Use of Third-Party Integrations is subject to the terms and conditions and privacy policies of the respective third-party providers. The Provider does not control and is not responsible for any content, functionality, security, or availability of such third-party products or services.

5.3. The Client acknowledges and agrees that integrating third-party services may require the transfer of Client Data from the Qualifying Services to the respective third-party providers.

5.4. The Client agrees to comply with all applicable terms, policies, and legal requirements related to the use of Third-Party Integrations.

6. Intellectual Property Rights:

6.1. All content, materials, and features available on this website or through our services—including but not limited to text, graphics, logos, icons, images, audio clips, video clips, software, and the design, structure, selection, coordination, expression, and arrangement thereof (collectively, the “Content”)—are the exclusive property of Service Provider, its affiliates, licensors, or other content providers, and are protected by intellectual property laws, including copyright, trademark, patent, trade secret, and other proprietary rights.

6.2. Except as expressly permitted in writing by Service Provider, Client may not copy, reproduce, modify, distribute, display, perform, publish, license, create derivative works from, transmit, or otherwise exploit any part of the Content for commercial purposes or public use, in whole or in part.

6.3. All trademarks, service marks, logos, and trade names appearing on the website or in the services (collectively, the “Marks”) are the property of the Service Provider or their respective owners. The client may not use any of the Marks without prior written consent from the owner.

6.4. Client’s use of the website or services does not grant it any ownership or rights in the Content or Marks, and all rights not expressly granted are reserved.

6.5. The Client agrees not to:

7. Confidentiality:

7.1. The Client acknowledges that, in the course of receiving services from the Service Provider, it may gain access to non-public, confidential, or proprietary information of the Service Provider, including but not limited to business processes, technical information, pricing, software, trade secrets, product designs, and other business or operational data (“Confidential Information”).

7.2. The Client agrees to:

7.3. The obligations under this clause shall not apply to information that the Client can demonstrate:

7.4. If the Client is required to disclose any Confidential Information by law, regulation, or court order, it agrees to provide, where legally permitted, prompt written notice to the Service Provider to allow it the opportunity to seek a protective order or other appropriate remedy.

7.5. Upon termination or expiration of this Agreement, or upon written request by the Provider, the Client shall promptly return or securely destroy all Confidential Information in its possession or control, except to the extent required to retain such information under applicable law or for internal compliance purposes.

7.6. The Client’s confidentiality obligations shall survive the termination or expiration of this Agreement for a period of [two (2)] years, or as long as the information remains confidential, whichever is longer.

8. Data Protection:

8.1.  Both parties agree to comply with all applicable data protection and privacy laws, regulations, and guidelines, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other relevant local or international data protection laws (“Data Protection Laws”)

8.2. Provider shall implement and maintain appropriate technical and organizational measures to protect any personal data processed on behalf of the Client against unauthorized or unlawful processing, accidental loss, destruction, or damage.

8.3. The Client acknowledges that it is responsible for ensuring that it has obtained all necessary consents and authorizations to allow the Provider to process personal data in accordance with this Agreement and applicable Data Protection Laws.

8.4. Provider shall process personal data only on documented instructions from the Client, unless required otherwise by law. The parties shall cooperate to facilitate the Client’s compliance with Data Subject rights and applicable data breach notification requirements.

8.5.  Each party shall notify the other Party within 48 hours upon becoming aware of any actual or suspected data breach affecting personal data processed under this Agreement.

9. Indemnity and Liability:

9.1. Indemnity by the Client. The Client shall indemnify, defend, and hold harmless the Service Provider, its affiliates, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

9.2. Indemnity by the Service Provider. The Service Provider shall indemnify, defend, and hold harmless the Client from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

9.3. Limitation of Liability.

9.4. Exceptions. The limitations and exclusions of liability set forth herein shall not apply to:

10. Termination:

10.1. Termination for Convenience. Either party may terminate this Agreement at any time by providing thirty (30) days’ prior written notice to the other party.

10.2. Termination for Cause. Either party may terminate this Agreement immediately upon written notice to the other party:

10.3. Effect of Termination. Upon termination or expiration of this Agreement for any reason:

11. Force Majeure:

The Provider shall have no liability to the Client under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business due to a Force Majeure Event, provided that the Client is notified of such an event and its expected duration.

12. Assignments:

Either party shall not assign or transfer its rights or obligations under the applicable Order Form without the prior written consent of the other party.

13. Amendments:

Any amendment or modification to this Agreement must, in order to be binding for the parties, be in writing and signed by both parties.

14. Waiver:

No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

15. Governing Laws

15.1. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

15.2. Initial Negotiation:
In the event of any dispute arising out of or relating to this Agreement (a “Dispute”), the Parties shall first attempt to resolve it through good faith negotiations.

15.3. Mediation: If the Parties are unable to resolve the Dispute through negotiation within thirty (30) days, the Dispute shall be submitted to mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Rules.

15.4. Arbitration: If the Dispute is not resolved within sixty (60) days from the commencement of mediation, it shall be settled by binding arbitration administered by the AAA under its Commercial Arbitration Rules by a single arbitrator. The arbitration shall be conducted in English in Wilmington, Delaware, USA. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each Party shall bear its costs, and the arbitration costs shall be shared equally, unless the arbitrator decides otherwise. The arbitration proceedings and any related documents shall be confidential, except as required by law or to enforce or challenge an award.

15.5. Litigation as Last Resort: If the Dispute remains unresolved after arbitration, either Party may pursue litigation as a last resort in a court of competent jurisdiction in Delaware.