Last Updated: April 1, 2025
THE MAIN SERVICES AGREEMENT (“MSA”), TOGETHER WITH THE ORDER FORM(S) AND THE ATTACHMENTS OR EXHIBITS THERETO (THE “AGREEMENT”) GOVERNS THE USE AND ACCESS OF THE ISPOT SERVICES AND ISPOT DATA SELECTED ON ORDER FORMS THAT INCORPORATE THE TERMS OF THIS MSA BY REFERENCE. BY USING THE ISPOT SERVICES, COMPANY IS ACCEPTING ALL THE TERMS AND CONDITIONS OF THIS MSA. COMPANY AGREES THAT THIS MSA IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY COMPANY AND LEGALLY BINDING BETWEEN COMPANY AND ISPOT. ISPOT MAY UPDATE THE TERMS OF THIS MSA FROM TIME TO TIME AND THE CHANGES WILL BE CAPTURED AT HTTPS://WWW.ISPOT.TV/agreements. THE AGREEMENT STARTS ON THE EFFECTIVE DATE OF THE FIRST ORDER FORM SIGNED BY ISPOT AND COMPANY (THE “EFFECTIVE DATE”) AND REMAINS IN EFFECT UNTIL THE LAST ORDER FORM TERMINATES OR EXPIRES (THE “EXPIRATION DATE”). ISPOT AND COMPANY ARE EACH REFERRED TO AS A “PARTY” AND COLLECTIVELY REFERRED TO AS THE “PARTIES”. IN THE EVENT YOU ARE REDIRECTED TO ISPOT’S WEBSITE, COMPANY AGREES THAT ITS USE IS SUBJECT TO ANY TERMS OF SERVICE OR PRIVACY POLICIES POSTED THEREON.
1. DEFINITIONS
1.1. Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.2. Agency means Company’s advertising agency, including its agency of record and its media and/or creative agencies that assist the Company with its advertising and media buying activities
1.3. Company means the entity who signs an Order Form with iSpot for the purpose of licensing iSpot Services.
1.4. Company Data means data provided by or on behalf of Company which may include data collected from the iSpot pixel, log level transfers, and server to server transfers.
1.5. iSpot Dashboard means an online portal which provides access to the functionality of iSpot Services selected on the Order Form.
1.6. iSpot Data means any and all data, metrics and analytics made available to Company through the use of the iSpot Services excluding any Company Data.
1.7. iSpot Digital Assets means individual video files, in either MP4 or web formats, which represent TV ads tracked by the iSpot Services, and which can be downloaded from the iSpot Dashboard or API.
1.8. Monitored Networks means iSpot’s real-time monitoring and reporting on commercial airings on the top broadcast and cable TV networks. iSpot processes satellite and cable TV feeds from data center locations in the United States. The list of currently monitored networks is available at http://www.ispot.tv/#networks.
1.9. iSpot Services (and/or Licensed Services) means the iSpot Services and/or iSpot Data selected on an Order Form and described in the product documentation provided by iSpot. For purposes of this MSA, “iSpot Services” include iSpot Data and iSpot Digital Assets.
1.10. Licensed User Seats means users designated by Company each of which must be an employee or contractor of Company. Company may assign Licensed User Seats to its Agency provided that such Agency be bound by the terms of an MSA. The iSpot Dashboard will be accessible to the number of Licensed Users (or User Seats) indicated on the Order Form.
1.11. Order Form means an ordering document that sets forth the (i) the iSpot Services provided to Company under such order; (ii) the effective date and expiration date of the subscription license; and (iii) references this MSA.
2. DATA OWNERSHIP
2.1. iSpot. As between the parties, the iSpot Services, and any other information, technology, hardware, systems and materials provided or used by iSpot hereunder in connection with the iSpot Services, and all intellectual property rights therein are, and will remain, the property of iSpot and its licensors. All rights in and to the iSpot Services not expressly granted to Company in this Agreement are reserved and retained by iSpot and its licensors without restriction. For the sake of clarity, the tangible and personal property rights (as distinguished from the intellectual property rights) in and to the iSpot Digital Assets produced by iSpot at its expense shall be owned by iSpot and be deemed iSpot Services hereunder. In the event Company or its Licensed Users provide Feedback (ideas, enhancements, improvements, recommendations or suggestions relating to the iSpot Services) to iSpot, such Feedback shall be considered the sole property of iSpot.
2.2. Company. As between the parties, the Company Data provided to iSpot hereunder and all intellectual property rights therein are, and will remain, the property of Company. All rights in and to the Company Data not expressly granted to iSpot in this Agreement are reserved and retained by Company and its licensors without restriction. Company provides iSpot with a limited, revocable, non-exclusive, non-sublicensable, subscription license to the Company Data to match and combine it with iSpot Data and for the purpose of generating analytics and other services described herein to Company. No other uses are permitted. Notwithstanding the above, iSpot may use the conversion rates and other metrics derived from the use of Company Data in an anonymized fashion to provide benchmarks to Company and third parties.
2.3. Personal Data. In the event iSpot processes Personal Data, as defined in the Data Processing Agreement (“DPA”), the terms of the DPA located at https://www.ispot.tv/agreements/DPA will govern such processing activities. In the event of a conflict between the terms of the DPA and this MSA, the terms of the DPA will apply to the extent necessary to resolve the conflict.
3. PERMITTED USES AND RESTRICTIONS
3.1. Permitted Use. The iSpot Services are provided in U.S. English only. Subject to the terms and conditions of this Agreement, iSpot grants Company a limited, revocable, non-exclusive, non-sublicensable, subscription license to use the iSpot Services as indicated on the Order Form to:
3.1.1. View and download the iSpot Data and use the iSpot Services for the purpose of tracking, measuring, and analyzing Company’s (and Company’s competitors) advertising activities.
3.1.2. Combine the iSpot Data with Company Data for the purpose of generating aggregate analytics on the effectiveness of its marketing activities.
3.1.3. Make creative optimization and media buying decisions for Company ad campaigns.
3.1.4. Share any work product created following the use of the iSpot Services within Company’s own organization.
3.1.5. Rate and analyze advertisements and create analytical reports using the iSpot Services.
3.1.6. Enable an Agency to access the iSpot Services strictly via the iSpot Dashboard. By enabling an Agency to access iSpot Services or iSpot Data, the Company assumes responsibility for, and is liable to iSpot, for its Agency’s breach of this Agreement.
3.1.7. Company may keep local copies of the iSpot Data on its own computers and servers during the term of this MSA.
3.1.8. Company may allow its Affiliates to use the iSpot Services in accordance with this Agreement, provided Company shall remain liable for all acts and omissions of its Affiliates as if their acts or omissions were its own.
3.2. Restrictions.
3.2.1. Each Licensed User Seat may only be used by one individual accessing the data from no more than three devices.
3.2.2. Company may only use the iSpot Services and iSpot Data for internal research purposes and in accordance with the terms of the Agreement. Company may not share any iSpot Services and iSpot Data outside of Company’s organization, other than with its Agency as permitted in Section 3.1.6.
3.2.3. As a condition of Company’s license, Company shall not (and shall not allow any third party) to:
3.2.3.1. re-identify or de-anonymize the iSpot Data or otherwise associate the iSpot Data with personal information;
3.2.3.2. use iSpot Data for the purpose of delivering targeted or re-targeted advertisements;
3.2.3.3. resell, redistribute, sublicense, copy, transfer, lease, or authorize the resale or redistribution, sublicensing, copying, transferring, or leasing of the iSpot Services or any element thereof to any third party;
3.2.3.4. modify, create derivative works of, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying trade secrets, underlying user interface techniques, or algorithms, of the iSpot Services;
3.2.3.5. use the iSpot Services to develop, build, or create competitive services or contribute to its own or any other third-party TV monitoring, ratings, analytics, and/or measurement service;
3.2.3.6. access (or attempt to access) the iSpot Services or iSpot Data by any means other than as provided for in this Agreement, unless otherwise authorized by iSpot in writing;
3.2.3.7. attempt to circumvent any license, timing or use restrictions that are built into the iSpot Services; or
3.2.3.8. use the iSpot Services for other uses not explicitly granted under this Agreement.
3.2.3.9. In addition to the above restrictions contained in this Section 3.2, if Company orders IULD, Company must: (i) store IP Addresses and Mobile Device IDs (MAIDs, UDIDs, IDFA and AAID) securely at rest using an industry-standard AES-256 encryption algorithm, and (ii) delete the IULD upon expiration or termination of the applicable Order Form. If Company purchases VIZIO IULD, Company accepts the terms outlined in Annex A, attached hereto, in addition to the above. At any time during the term of the Agreement, iSpot, in its sole discretion, may replace the IULD provider listed on a then-current Order Form with one that provides data to iSpot that meets or exceeds the quality of the original data.
4. TERMINATION OR EXPIRATION
4.1. Term. The initial term of each Order Form under this Agreement will be specified in the Order Form (“Initial Term”). The parties may enter into a subsequent Order Form extending the Initial Term for the amount of time specified in that subsequent Order Form (each a “Renewal Term”). Each Order Form will terminate (a) at the end of the Initial Term or, if applicable, the then-current Renewal Term; or (b) if earlier, upon termination of this Agreement in accordance with Section 4.2 below. The Initial Term and any Renewal Term together are the “Term”.
4.2. Termination. Company and iSpot will each have the right to terminate this MSA effective immediately upon notice of a material breach of any obligation hereunder by the other party, if such material breach or failure is not cured within thirty (30) days following the date the non-breaching party gives the other party notice setting forth in reasonable detail the elements of such breach.
4.3. Events Upon Termination or Expiration. Upon the expiration or termination of this Agreement for any reason, Company will promptly cease all use of the iSpot Services and iSpot Data. Each Party shall delete and destroy the other Party’s Confidential and Non-confidential Information (including all iSpot Data) subject to its data retention policy. All payments that have accrued as of the date of termination or expiration will be payable to iSpot in full on such date; and all rights herein granted will revert to the granting party.
5. FEES & PAYMENT
iSpot charges Company a license fee, services fee, and/or a cost per mille fee (“CPM”) for the right to use and access the iSpot Services (collectively “Fees”) and the amount of such Fees is specified on the Order Form. An Order Form is non-cancellable and the Fees are non-refundable. Fees do not include Sales Tax. iSpot will add sales tax to Company’s invoice, if required by applicable state and local tax codes. iSpot invoices the Fees annually in advance. Payment Terms are Net 30. Except for Fees subject to a reasonable and good faith dispute, if a payment is more than 30 days past due and iSpot has provided at least 30 days’ written notice to Company, iSpot may suspend the Services, without liability to Company, until such amounts are paid in full.
6. CONFIDENTIALITY
6.1. Definition. For the purposes of this Agreement, “Confidential Information” means (i) the iSpot Services; (ii) Company Data; (iii) any document a disclosing party marks “Confidential”; (iv) any information a disclosing party verbally designates as “Confidential” at the time of disclosure; and (v) any other nonpublic, sensitive information a receiving party should reasonably consider a trade secret or otherwise confidential. Confidential Information does not include any information which (a) is publicly known at the time of the disclosure; (b) becomes publicly known other than by breach of this Agreement; (c) becomes known to the receiving party, without restriction, from a source free of any obligation of confidentiality; or (d) is independently developed by or already in the possession of the receiving party without the benefit of the other party’s Confidential Information.
6.2. Restrictions. During the term of this Agreement, each party agrees that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement. The recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Any Confidential Information remaining in the possession of the recipient following termination of this Agreement shall remain subject to the confidentiality obligations outlined herein. The recipient may share Confidential Information if required by federal, state, or local law or regulation, provided that prior to making such disclosure, the recipient shall provide the discloser with: (i) prompt written notice of such requirement so that the discloser may seek, at its sole cost and expense, a protective order or other remedy; (ii) reasonable assistance, at the discloser’s sole cost and expense, as the discloser may request. The recipient may disclose no more than required.
6.3. Remedies. The discloser may seek injunctive relief or specific performance to enforce its rights under this Section 6.
7. DISCLAIMER; REPRESENTATIONS AND WARRANTIES.
7.1. iSpot represents and warrants to Company that: (a) iSpot holds the necessary rights, licenses, consents, waivers and permissions to collect and deliver iSpot Data to Company; (b) iSpot shall comply with all laws, regulatory requirements and industry standard information security, and privacy practices that are applicable to iSpot’s use or processing of the Company Data (together, the “Data Protection Laws”); (c) iSpot shall not take, or fail to take, any action that would put Company in violation of such Data Protection Laws; and (d) iSpot will maintain appropriate administrative and technical safeguards for protection of the security, confidentiality and integrity of Company Data as required by applicable Data Protection Laws.
7.2. Company represents and warrants to iSpot that: (a) Company holds the necessary rights, licenses, consents, waivers and permissions to collect and deliver Company Data to iSpot; (b) Company shall comply with all Data Protection Laws that are applicable to Company’s delivery of the Company Data or use or processing of the iSpot Services and iSpot Data; and (c) Company shall not take, or fail to take, any action that would put iSpot in violation of such Data Protection Laws.
7.3. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ISPOT HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE ISPOT SERVICES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.4. EXCEPT AS EXPRESSLY SET FORTH HEREIN COMPANY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE COMPANY DATA OF ANY KIND.
8. INDEMNITY.
8.1. iSpot Indemnification: iSpot agrees to defend the Company, its affiliates, and their respective directors, officers, shareholders, employees, contractors and agents, and pay any resulting final judgments or awards issued by a court of competent jurisdiction, and/or pay any settlements agreed to by iSpot in connection with any and all unaffiliated third party claims, alleging that the iSpot Services as provided by iSpot under this Agreement misappropriates or infringes the intellectual property rights of such third party. Notwithstanding the foregoing, iSpot shall have no obligations hereunder for a claim arising out of or related to (i) Company’s use or access of the iSpot Services in breach of this Agreement; (ii) any combination of the iSpot Services with any other product or service not provided by iSpot; or (iii) modification of the iSpot Services without the prior written consent of iSpot. This Section 8.1 outlines the Company’s exclusive remedy, and iSpot’s sole obligations related to indemnification rights and obligations.
8.2. Company Indemnification: Company agrees to defend iSpot, its affiliates, data partners and their respective directors, officers, shareholders, employees, contractors, and agents, and pay any resulting final judgments or awards issued by a court of competent jurisdiction, and/or pay any settlements agreed to by Company in connection with any and all unaffiliated third party claims that (i) Company Data, as provided or made available by Company under this Agreement, misappropriates or infringes the intellectual property rights of such third party; or (ii) arise out of Company’s actual or alleged breach of Section 6 (Confidentiality), Section 3 (Permitted Uses and Restrictions), or Section 7.2 (Disclaimer; Representations and Warranties).
8.3. The indemnitor’s obligations outlined in Sections 8.1 and 8.2 are conditioned upon the indemnitee (i) promptly providing the indemnitor with written notice of the third party claim; (ii) giving the indemnitor sole control over the defense and settlement of the claim, provided that the indemnitor may not settle a claim unless it obtains an unconditional release of the indemnitee from all liability and obligations to the third party; and (iii) providing indemnitor, at indemnitor’s cost, all reasonable assistance in defense of the claim. Notwithstanding the foregoing, the indemnitee may participate in the claim, at its sole cost and expense.
9. LIMITATION OF LIABILITY.
9.1. DISCLAIMER. Subject to Section 9.3 (Exceptions), the Parties will have no liability arising out of or related to this Agreement for indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of the possibility of such damages in advance.
9.2. GENERAL CAP. Subject to Section 9.3 (Exceptions), neither Party’s aggregate liability under these terms, whether such damages are based in contract, tort, or other legal theory, shall exceed two times (2x) the aggregate of all fees paid and payable by Company to iSpot for the iSpot Services in the twelve (12) months preceding the event giving rise to the damages
9.3. EXCEPTIONS. The exclusions of or limitations on liability set forth in Sections 9.1 (Disclaimer) and 9.2 (General Cap) will not apply to damages or liability arising from a Party’s gross negligence, willful misconduct, fraud, or violation of law. The limitations on liability set forth in Section 9.2 (General Cap) will not apply to: (i) damages or liability arising from a Party’s indemnification obligations under Section 8; or, (ii) damages or liability arising from Company’s breach of Section 3.2 (Restrictions).
10. INSURANCE
For the term of this Agreement, iSpot will, at its own cost and expense, maintain insurance against claims which may arise from or in connection with the performance of iSpot Services hereunder. Coverage shall be maintained with financially sound and reputable insurers with a current A.M. Best rating of no less than A (VII). All insurance policies shall be primary and not contributing with any insurance coverage maintained by Company.
11. GENERAL
11.1. No Agency or Joint Venture. The parties agree and acknowledge that the relationship of the parties is in the nature of independent contractors. This Agreement will not be deemed to create a partnership or joint venture, and neither party is the other’s agent, partner, employee, or representative. There are no third-party beneficiaries to the Agreement.
11.2. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, electrical or telecommunication failures, national or regional emergencies, or governmental action, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
11.3. Notices. Any notice, approval, consent, request, authorization, direction, or other communication under this Agreement will be given in writing. iSpot may send notices pursuant to this Agreement by email to the Company Contact shown on the Order Form. Company may send notices pursuant to this Agreement to legal@ispot.tv.
Notices may also be sent to:
iSpot.tv, Inc. | Attn: Contracts
15831 NE 8th Street
Bellevue, WA 98008-3916
Notices to Company shall be sent to the email or physical address listed in the Order. Notices sent via (i) email will be deemed received upon confirmation of receipt and (ii) upon delivery if delivered to a physical address using a nationally recognized courier.
11.4. Entire Agreement, Modification, Waiver. This Agreement contains the entire understanding of the parties hereto and supersedes all (i) previous agreements or arrangements, as well as any oral or written communication between the parties hereto relating to the subject matter hereof, or (ii) terms and conditions contained in any purchase orders. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (i) the applicable Order Form, (ii) this Agreement, (iii) any exhibits; and (iv) any product documentation provided as part of the iSpot Services. This Agreement cannot be changed or modified except by an instrument signed by authorized signatories of the parties. A waiver by either party of any term or condition of this Agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. Should any provision of this Agreement be adjudicated by a court of competent jurisdiction as void, invalid, or inoperative, such decision will not affect any other provision hereof, and the remainder of this Agreement will be effective as though such void, invalid, or inoperative provision had not been contained herein.
11.5. Counterparts. An Order Form may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same document. A digital, fax, or, PDF page bearing a valid signature, digital or actual, shall be deemed a signed page. The parties intend to allow for the electronic execution, imaging, and storage of this Agreement and the admissibility into evidence of such an image in lieu of the original paper version.
11.6. Remedies. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and in addition to any other rights and remedies of the parties at law or equity.
11.7. Governing Law. This Agreement will be governed and interpreted in accordance with the laws of the State of Washington without regard to principles of conflict of laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of King County, Washington. Each party hereby waives any right to trial by jury in connection with any action or litigation arising out of or related to this Agreement. The prevailing party shall be entitled to reasonable costs and expenses including reasonable attorneys’ fees.
11.8. Survival. The provisions of Annex A (if applicable), Section 2 (“Data Ownership”), Section 3 (“Permitted Uses and Restrictions”), Section 4.3 (“Events upon Termination or Expiration”), Section 6 (“Confidentiality”), Section 7 (“Disclaimer; Representations and Warranties”), Section 8 (“Indemnity”), Section 9 (“Limitation of Liability”) , Section 10 (“General”), and any other provision which should survive, will survive the expiration or earlier termination of this MSA.
11.9. Assignment. Neither party may assign this Agreement without the other party’s prior written approval, which shall not be unreasonably withheld. Notwithstanding the above, a party may assign the Agreement as a result of a change of control involving such party to its successor upon notice to the other party except for Company’s assignment to an iSpot competitor. Any purported assignment in violation of this paragraph is void and shall cause the immediate termination of this Agreement.