The Master Service Agreement establishes the legal framework governing the relationship between Comscore and its clients regarding the provision of data, reports, and analytical services. The primary purpose of the agreement is to define the terms of service, licensing restrictions, intellectual property ownership, and liability limitations for the use of Comscore’s proprietary products. It serves as a foundational contract that remains in effect for an initial five-year term, with automatic one-year renewals unless terminated by either party with 90 days' notice.
Key provisions include a non-exclusive, non-transferable license for clients to use deliverables for internal business purposes only, strictly prohibiting the resale, reverse engineering, or unauthorized publication of Comscore’s data. Clients are responsible for the proper implementation of tracking tags, and Comscore retains ownership of all intellectual property, including data models and methodologies. Financial terms mandate that fees are due upon invoicing, with late payments subject to a 1.5% monthly interest charge. The agreement also outlines rigorous confidentiality requirements, data protection compliance, and specific indemnification protocols for third-party intellectual property claims.
The scope of the agreement is global, covering various international jurisdictions with specific legal venues and arbitration requirements for regions including Latin America, Europe, and Asia. In the event of disputes, the agreement mandates specific governing laws and arbitration bodies based on the client's location. Furthermore, the contract includes standard clauses regarding force majeure, export control compliance, and the status of the parties as independent contractors. It explicitly states that no unilateral terms issued by a client, such as purchase orders, can supersede the conditions set forth in this agreement.
