All capitalized terms not defined herein have the meaning set forth in the Agreement.
The Company provides Services for the following purposes:
By agreeing to these Terms and Conditions, Customer irrevocably acknowledges that Customer has no ownership interest in Beatgrid Analytics, Company Data, Custom Data, and Services or Beatgrid mobile apps. Subject to any limitations associated with intellectual property rights of third parties, Company, and its licensors, where applicable, shall retain sole and exclusive ownership in any and all patent rights, copyrights, trademark rights, and other rights in the Company Data, Custom Data, and Services, as well as any enhancements, changes, revisions, modifications, design contributions or derivative works conceived, made or created to the same, including the know-how, techniques, or procedures, acquired or used by Company. Except for the licenses described herein, nothing herein shall be construed to assign or transfer any intellectual property rights to the Customer. Customer shall not remove notices and notations on Company Data that refer to copyrights, trademark rights, patent rights, and other intellectual property rights. All suggestions, solutions, improvements, corrections, and other contributions (“Feedback”) provided by Customer regarding Beatgrid Analytics, Company Data, Custom Data or Service, while using the Services, shall be owned by Company, and Customer hereby agrees to assign all rights in such Feedback to the Company.
Company will invoice the Customer, (i) in advance for setting up specified Beatgrid Analytics, at the rate specified under the agreement (“Set-up Fees”); (ii) at the beginning of the month for usage of Beatgrid PanelSync, access to Beatgrid Analytics, and creation of insights based on data on a monthly basis (“Fixed Fee”); and (iii) for the usage of Beatgrid Analytics over and above the Fixed Fee and for spends made on Beatgrid Analytics at the rate specified under measurement pricing (“Media and Data Execution Fee”). Set-up Fees, Fixed Fees, and Media and Data Execution Fees are together referred to as “Fees”. Invoices for Fixed Fee and Media and Execution Fee will be sent to the Customer at the beginning of each month. Invoices will be sent to the Customer’s email address provided by the Customer. Payment shall be made in full within fourteen (14) days of the date of invoice. In the case of delayed payments, the Customer shall be liable to pay interest of 18% per annum for the period of delay.
Set-up Fee, Minimum Fixed Fees for Analytics, Media and Data execution Fee for audience segments are exclusive of any indirect taxes, and the Customer shall be solely responsible for paying all applicable taxes which may be levied or assessed in connection with the Services provided under this Agreement. To the extent that Customer is required to withhold any Income Taxes in connection with this Agreement, the Customer will gross-up the payment owed to the Company such that Company shall receive the same amount as if such Tax had not applied.
In the case of cancellation of Services, as listed in the Statement of Work that has been signoff by the Customer, the Customer shall be liable to pay;
i) 33% of all Fees as listed in the Statement of Work when canceled during the setup stage of the project
ii) 50% of all Fees as listed in the Statement of Work when canceled within the first week of measurement
iii) 75% of all Fees as listed in the Statement of Work when canceled after the first week of measurement.
iv) 100% of Fees as listed in the Statement of Work when canceled after the second half of the measurement period.
Customer agrees to keep confidential any and all Information provided by Company in connection with these Terms and Conditions, which is not otherwise available to the general public without restriction (“Confidential Information”). Notwithstanding the foregoing, Customer is entitled to disclose such Information: (i) to its agents, employees, or representatives, who have a need to know such Information to receive Services described herein, and are bound by confidentiality obligations that are as restrictive as the terms contained herein, (ii) to the extent required by applicable law, or (iii) during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of these Terms and Conditions, provided that prompt notice shall be provided to Company prior of such disclosure and Customer shall comply with any applicable protective order or equivalent. Confidential Information shall not include Information which the Customer can conclusively establish: (i) was in possession of the Customer at the time of disclosure; (ii) before or after the time of disclosure became part of the public domain without the act or omission of the Customer to whom it was disclosed; (iii) was disclosed to the Customer by a third party under no legal obligation to maintain the confidentiality of such Information; or (iv) was independently developed by the Customer. Unless specified herein, Customer shall at all times maintain the confidentiality of the Confidential Information and shall use at least the same level of care (at all times be subject to reasonable care) that it uses to protect its own Confidential Information of a similar nature. The obligation to maintain the confidentiality of Confidential Information shall subsist during the term of this Agreement and for a period of five (5) years following its expiration or termination, save for, with respect to any trade secrets provided by a party, including but not limited to details of the software platform, i.e., Beatgrid Analytics and/or API, in which case the confidentiality obligations shall continue indefinitely. Parties acknowledge that unauthorized disclosure or use of the Confidential Information would cause Company imminent irreparable injury and that the Company shall be entitled to seek, in addition to any other remedies available at law or equity, temporary, preliminary, and permanent injunctive relief in the event Customer does not fulfill its obligations under this section. Company acknowledges Customer Content is Confidential Information of the Customer and Company will not use Customer Content except for performing its obligations according to these Terms and Conditions or for generally improving its Services.
Without prejudice to its obligations under these Terms and Conditions, the Customer shall have and maintain, Commercial General Liability Insurance Policy (“CGL”) with a limit of USD 5 million, with a reputable insurance company. Upon receipt of a written request from the Company, the Customer shall submit a certificate to confirm that Customer has and maintains the required insurance policy with a reputable insurance company.
Customer will allow the Company and person(s) authorized by the Company, access to Customer’s premises, during the term and for six (6) months after the termination or expiry of these Terms and Conditions, to inspect the records maintained by the Customer in connection with the Terms and Conditions, to enable the Company to verify Customer’s compliance with the requirements of the Terms and Conditions. Customer will, at its sole cost, provide such co-operation and assistance as Company reasonably requires in relation to the performance of any inspection under this Section. If the audit reveals a material underpayment, the Customer shall be responsible for the cost of such audit.