Master Terms of Service

Service License. Subject to this Agreement and Client's timely payment of all Fees, Rentrak grants Client a non-exclusive, non-transferable, revocable license during the Term to access and use the Service in the Territory solely for Client's internal business purposes.

Software License. Rentrak grants Client a non-exclusive, non-transferable, revocable license during the Term to install and use the Software solely permitted by these Terms of Use and in accordance with the Documentation.

Syndicated Deliverables License. Rentrak grants Client a non-exclusive, non-transferable, revocable limited license during the Term to use the Syndicated Deliverables solely for Client’s internal business purposes, solely for the benefit of Client’s organization, and only by Authorized Users. Syndicated Deliverables are Rentrak Confidential Information. Syndicated Deliverables may not be disclosed, displayed, distributed, disseminated, sublicensed, sold, transferred, or otherwise made available to any third party except as permitted in an Order or the written permission of Rentrak. Syndicated Deliverables may not be transferred or otherwise used in association with any third-party application, system, program, software, service, or other offering, unless such use is expressly approved in writing. Any disclosure to a third party must prohibit further disclosure except as provided in the Order or permission.

Website License. Subject to this Agreement, Rentrak grants Client a non-exclusive, non-transferable, revocable license during the Term to access and use the website in the Territory solely for Client's internal business purposes. Each user agrees to comply with Rentrak’s Acceptable Use Policy found at http://rentrak.com/legal/acceptable_use_policy.

Restrictions. Except as permitted under this Agreement, Client shall not, and shall not permit any third party to: (a) sublicense, sell, rent, lease, or otherwise distribute the Rentrak Materials to any third party; (b) reverse engineer, decompile, or disassemble the Rentrak Materials, except to the extent such restriction is prohibited by applicable law; Client shall not remove or alter any proprietary notices on the Rentrak Materials; or use them to build a competing product or service. Client shall not, directly or indirectly, sell, license, transfer, sublicense, loan, lease, mortgage, pledge, encumber or use the Rentrak Materials for commercial time-sharing, rental or service bureau use, to prepare and publish any benchmarks or performance results, or use in any other capacity whereby third parties are provided access to or use of the Products in return for a fee or other non-cash compensation. Client shall not utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection Rentrak Materials together with any authorization code or serial number not supplied by Rentrak. Syndicated Deliverables may not be used to build or support competing products or services.

AI Systems. Client may not input, upload, disclose, or otherwise use or make available any Syndicated Deliverables in connection with any generative or agentic artificial intelligence (AI) system or tool (including any large language model or other system or tool capable of generating text, images, audio, video, code or other output based on user input or of independently planning and executing multiple steps to achieve a task or goal), whether publicly available or provided by a third party, or otherwise permit any such system or tool to access, process, or train from any Syndicated Deliverable, provided that the foregoing prohibition shall not apply to spell-check, grammar-check, autocomplete, translation, or similar features that are incidental components of standard productivity, communication, or office software, in each case, where Rentrak has entered into a binding written agreement with the provider of such tool or system that prohibits such tool or system from the use of input data for the purpose of training or improving any artificial intelligence model.

Change in Products and Services. Notwithstanding any other provision hereof, Rentrak will have the right from time to time to change the Products and/or the Services (including operating procedures, Client accessibility, Client use periods and user identification or other authentication methodology) to the extent Rentrak reasonably deems necessary, including to comply with changes in law. Rentrak shall, to the extent reasonably possible, provide Client with notice prior to implementing any material changes to the Products or Services; provided, however, that a failure on the part of Rentrak to provide such advance notice shall not constitute a breach of this Agreement by Rentrak. Client shall install promptly all patches and Updates in accordance with the instructions and in order of sequence of receipt from Rentrak.

Fees. Client shall pay Rentrak the fees set forth in the applicable Order Form (the “Fees”). Client will have the right to dispute any invoice within fifteen (15) days from the date of receipt of the invoice. Should Client have a good faith dispute, Client will have the right to withhold any disputed amount so long as it pays, in full, the amount of the invoice not disputed. The Parties shall use their good faith efforts to resolve any dispute within sixty (60) days following the date that it is raised by Client and, thereafter, Rentrak may pursue its legal rights and remedies. In the event that it is determined that Client incorrectly disputed an amount, it shall pay interest on such amount at the rate specified in this Section 3 from the original due date of the invoice in question.

Invoicing; Payment Terms. Unless otherwise specified on an Order Form, Rentrak shall invoice Client on a monthly basis. All invoices are due and payable within thirty (30) days of the invoice date (“Net 30”).

Late Payment. Any amount not paid when due shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower, from the date such payment was due until paid in full.

Taxes. Fees are exclusive of applicable taxes. Client is responsible for all sales, use, and similar taxes associated with this Agreement, excluding taxes based on Rentrak's net income.

Order Forms. Client's access to and use of a Service is subject to one or more Order Forms. Each Order Form, once executed or otherwise agreed to by the Parties, is incorporated into and governed by these Terms.

Conflicts. In the event of a conflict between these Terms and an Order Form, the Order Form shall control solely with respect to the specific commercial terms it addresses (e.g., Fees, Term, service level tier); these Terms shall otherwise control.

Authorized Users. Client is responsible for the acts and omissions of all individuals who access the Service through Client's account, and for maintaining the confidentiality of any Authentication Credentials.

Term. This Agreement commences on the Effective Date and continues for an initial term specified in the Order Form (or if none is specified of one (1) year) (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party gives the other Party written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term.

Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

Effect of Termination. Upon expiration or termination of this Agreement, Client's licenses shall immediately terminate, Client shall cease all use of the Service and Software, and Client shall pay all Fees accrued through the effective date of termination. Client shall promptly, and in all events, within thirty (30) days after termination or expiration, destroy or return to Rentrak all Confidential Information of Rentrak, including all Syndicated Deliverables and Documentation, in your possession or that you or anyone acting on your behalf has stored, including Confidential Information in any backups or disaster recovery environments. You agree to deliver to Rentrak within thirty (30) days after termination or expiration, a written notice signed by an executive officer of Client certifying such destruction or return of Confidential Data.

Definition. “Confidential Information” means any non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including business, financial, and technical information. Syndicated Deliverables are Rentrak Confidential Information.

Obligations. Recipient shall (a) protect Confidential Information using at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors with a need to know, who are bound by confidentiality obligations at least as protective as those herein. Each Party also agrees that it shall be responsible for any breach of these confidentiality provisions by its own employees and third party service providers. Client acknowledges and agrees that the Software, Services, Deliverables, and Documentation constitute a valuable trade secret of Rentrak. Without in any way limiting the foregoing obligations, Client hereby agrees that it shall use Rentrak’s Confidential Information only in connection with Client’s use of the Software, Syndicated Deliverables, and Services in accordance with the terms of this Agreement. Each Party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this section and that such breach would cause irreparable harm to the non-breaching Party; therefore, the non-breaching Party shall be entitled to seek immediate injunctive relief without the posting of any bond, in addition to whatever remedies it might have at law, in equity or under this Agreement.

Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully known to Recipient prior to disclosure; (c) is rightfully obtained by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of the Discloser's Confidential Information.

Notification. The Parties agree, to the extent legally permitted, to notify each other promptly in writing in the event that any unauthorized access, disclosure, distribution, possession, alteration, transfer, reproduction or use of the Confidential Information of the other Party, or any portions thereof, is found. Each Party shall have the right to take all legal action it deems necessary or advisable to minimize the consequences of such unauthorized use or disclosure of its Confidential Information.

Survival. The confidentiality obligations in this Section 9 shall survive termination or expiration of this Agreement for a period of three (3) years, except that Confidential Information constituting a trade secret under applicable law shall remain protected for as long as it qualifies as a trade secret.

Client Infrastructure. Client shall maintain, at its own cost, computer systems, network connections, browsers, and other technical infrastructure that meet the Minimum System Requirements published by Rentrak in the Documentation.

Changes to Requirements. Rentrak may update the Minimum System Requirements from time to time as reasonably necessary to support the Service and will provide Client with reasonable advance notice of any material change (for example, by posting updated Documentation or by email notice).

Effect of Noncompliance. Rentrak shall have no liability forany degradation in performance, downtime, or unavailability of the Service to the extent caused by Client's infrastructure failing to meet the Minimum System Requirements.

Ownership. As between the Parties, Client owns all right, title, and interest in and to Client Data. Rentrak owns all right, title, and interest in and to the Syndicated Deliverables, Service, Software, and Documentation, including all Syndicated and Custom Deliverables' underlying methodologies and technology. Client shall own all right, title and interest in and to any Custom Deliverables, provided that Rentrak shall retain ownership of all right, title and interest in and to: (i) any materials created prior to, or independent of, this Agreement; (ii) any underlying data that are not specifically collected for Client; and (iii) any analytical approaches used by Rentrak to prepare the Custom Deliverables (collectively, the “Rentrak Portion”). The Rentrak Portion shall remain the exclusive property of Rentrak and Client shall have the non-exclusive, worldwide, perpetual, irrevocable, royalty-free, non-assignable and non-transferable license to use the Rentrak Portion for Client’s internal business purposes.

License to Rentrak. Client grants Rentrak a non-exclusive, worldwide license to host, copy, transmit, and process Client Data solely as necessary to provide and support the Service.

Preparation Client understands that the Software and Services may require preparatory procedures before they are ready for initial use. Rentrak will provide instructions for the preparatory procedures, provided, however, that, Client is solely responsible for the implementation of such preparatory procedures.

Client Liaison Client shall designate at least two (2) liaison personnel and to the maximum extent practicable, will restrict Client’s communications mainly through these individuals and use HSI’s recommended procedures for reporting support-related issues.

Client Ids and Passwords. Rentrak may issue ids and passwords (“Authentication Credentials”) allowing access to certain Services or Syndicated Deliverables to employees of Client or, if authorized in writing by Rentrak, to other individuals. All Authentication Credentials are considered Rentrak Confidential Information. Client is responsible for use of its account and for maintaining the confidentiality of any and all ids, usernames and passwords issued by Rentrak pursuant to this Agreement. Client will not permit the sharing, misuse (or any other use in any way designed to or for the purpose of circumventing or minimizing fees) of ids, usernames or passwords with any person other than an Authorized User; provided, however, that the Parties expressly acknowledge and agree that if an individual deemed an Authorized User leaves the employment of Client or is transferred to an unrelated position in Client’s organization, Client may designate a replacement Authorized User without charge after notifying Rentrak in writing. Rentrak shall have the right to revoke Client’s or any Authorized User’s access to the Rentrak Services if Rentrak knows or reasonably suspects that the Rentrak Software or Services or the access thereto is being used contrary to the provisions hereof or is otherwise being used improperly in Rentrak’s reasonable determination. Rentrak shall provide notice of any such revocation as promptly as possible. Immediately upon receipt of such notice, Client shall cause all Authorized Users and any other person or entity to cease access to the Services controlled by those passwords.

Necessary Assistance Client shall provide all information and assistance necessary and required from time to time by Rentrak to support, maintain, and provide the Software, Services, and Documentation, including access to Rentrak or its subcontractors to non-Rentrak controlled sites and facilities. Client will ensure that such sites and facilities are: (i) suitably and timely prepared for the Services; and (ii) equipped with sufficient and appropriate electrical, environmental, operational and security conditions to ensure the efficient performance of the Services.

Error Reporting Upon detection of any Error in the Software, Services, or Deliverables, Client shall promptly notify Rentrak of all Errors by utilizing Rentrak’s online Support Site Ticketing System.

Rentrak Equipment If any equipment of Rentrak or its subcontractors is located on Client’s facilities, Client agrees to allow Rentrak and/or its subcontractors to remove all such equipment from Client’s premises: (i) upon termination or expiration of this Agreement; and (ii) for repair, replacement or otherwise as Rentrak may determine is necessary.

Professional Services. Rentrak may provide Client with Professional Services in accordance with the terms and conditions of the Professional Services Agreement.

Training. Prior to commencement of use of the Software, Client agrees to attend the amount of training recommended by Rentrak. Rentrak may provide training in person at Rentrak facilities or virtually as specified in the Order Form.

Unauthorized Use. Client agrees to notify Rentrak immediately in writing in the event that it becomes aware of any unauthorized access, disclosure, distribution, possession, alteration, transfer, reproduction or use of the Software, Services, Documentation, Deliverables, or any portion thereof. Client shall be responsible for the compliance with this Agreement and the use, including any use that is not expressly authorized herein, or misuse of the Software, Services, Deliverables, and Documentation and/or any other Confidential Information of Rentrak by its employees or by any third party that is engaged by or is under the control of Client.

Application Error Monitoring. Client acknowledges that the Software and Services may contain program code which logs software program code “de-bug” information if an error exception occurs when the program is running. Client hereby agrees that such information, including, but not limited to, computer operating parameters, may be automatically transmitted to Rentrak or its agents to assist in resolving such program error conditions. Rentrak and/or its third party providers may also use methods to track system information so that they can more efficiently manage various service issues, such as patching exceptions and product life cycles, or to identify security vulnerabilities.

Audit. Client shall keep accurate business records relating to its use of the Syndicated Deliverables, Software, Services, and Documentation, and its compliance with the terms hereof. From time to time, Rentrak will be entitled to conduct (including through the use of an independent third-party auditing firm) audits of Client to confirm that Client’s use of the Syndicated Deliverables, Software, Services, and Documentation complies with the provisions of this Agreement, including the payment provisions hereof. Client shall provide reasonable cooperation and access to the Client computer systems and its other equipment and records for purposes of such audit and shall cooperate with Rentrak, including, without limitation, by making available to Rentrak its employees and reasonable access to Client’s records and equipment for the purpose of audits. Rentrak may require you to provide information, in a format provided by Rentrak, that delineates the locations of any Rentrak Materials you have downloaded, saved, or otherwise replicated or stored. No more than once annually, Rentrak may require you to provide a certificate executed by an executive certifying that you are in compliance with these Terms, including with respect to Rentrak Materials, content obligations, and confidentiality obligations. Without limiting any other rights or remedies of Rentrak, Client shall immediately pay any fees or other amounts which an audit discloses are rightfully owed by Client to Rentrak.

Personal Data is processed in accordance with the Privacy Policy, which is incorporated by reference, and is located at https://rentrak.com/legal/privacy or otherwise prominently posted on the Rentrak website. Rentrak may act as a data controller or data processor depending on the context. Nothing in these Terms limits mandatory data‑subject rights under applicable privacy laws.

Intellectual Property Indemnification. Rentrak shall defend Client against any third-party claim alleging that the Service or Software, as provided by Rentrak and used in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights (an “IP Claim”), and shall indemnify and hold harmless Client from any damages, costs, and reasonable attorneys' fees finally awarded against Client or agreed to in settlement by Rentrak, arising from an IP Claim.

Exclusions. Rentrak shall have no obligation under this Section 12 for any claim arising from: (a) modification of the Service or Software by any party other than Rentrak; (b) combination of the Service or Software with products, services, or data not provided by Rentrak, where the claim would not have arisen but for such combination; or (c) use of the Service or Software in violation of this Agreement or the Documentation.

Remedies. If the Service or Software becomes, or in Rentrak's reasonable opinion is likely to become, the subject of an IP Claim, Rentrak may, at its option and expense: (a) procure for Client the right to continue using the Service or Software; (b) modify or replace the Service or Software to be non-infringing without material loss of functionality; or (c) if neither is commercially reasonable, terminate this Agreement and refund Client any prepaid, unused Fees.

Procedure. Client shall promptly notify Rentrak in writing of any IP Claim, give Rentrak sole control of the defense and settlement of such claim, and provide reasonable cooperation, at Rentrak's expense. Rentrak shall not enter into any settlement that admits fault by Client without Client's prior written consent.

THIS SECTION 10 STATES CLIENT’S EXCLUSIVE REMEDY AND RENTRAK’S ENTIRE LIABILITY HEREUNDER FOR ANY CLAIM OF INFRINGEMENT, MISAPPROPRIATION, OR OTHER VIOLATION OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS.

Client Indemnification. You agree to indemnify, defend, and hold harmless Rentrak and its affiliates, licensors, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) arising out of (i) your breach of these Terms or any applicable law or regulation, (ii) your misuse of the Services or any misappropriation or unauthorized use of Syndicated Deliverables, (iii) any disputes or issues between you and any third party. Rentrak reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap. EXCEPT AS SET FORTH IN SECTION 13.3, RENTRAK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exceptions. The limitation in Section 13.2 shall not apply to: (a) Rentrak's indemnification obligations; (b) either Party's breach of its confidentiality obligations under Section 10; or (c) either Party's gross negligence, willful misconduct, or fraud.

Limited Warranty. Rentrak warrants that it has the right and authority to make the Rentrak Materials available to you and your Authorized Users.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.1, THE SERVICE, SOFTWARE, AND DOCUMENTATION ARE PROVIDED “AS IS” AND Rentrak DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Rentrak DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Security Measures. Rentrak and Client shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data or Rentrak Materials.

Compliance. Each Party shall comply with all applicable data protection and privacy laws in connection with its performance under this Agreement.

Breach Notification. Rentrak shall notify Client without undue delay after becoming aware of any unauthorized access to or acquisition of Client Data and shall cooperate with Client's reasonable requests in investigating and mitigating the incident.

All rights, title, and interest in the Services, Syndicated Deliverables, Software, systems, methodologies, trademarks, and underlying intellectual property remain exclusively with Rentrak or its licensors. No rights are granted except as expressly stated in these Terms.

Client acknowledges and agrees that it relinquishes all ownership rights in any ideas or suggestions submitted to Rentrak in connection with the Services and hereby grant Rentrak the right to use such ideas and suggestions for any purpose without restriction.

If You believe that your content has been used by Rentrak in a way that constitutes copyright infringement, You may contact us at [legal@rentrak.com]. You must provide the following information: an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the copyright owner; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located; your address, telephone number, and email address; a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Client shall not assign this Agreement, in whole or in part, without Rentrak's prior written consent, except that Client may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets or equity, provided the assignee agrees in writing to be bound by this Agreement. Rentrak may assign this Agreement without Client's consent. Any assignment in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties' permitted successors and assigns.

This Agreement is governed by the laws of the State of New York and applicable federal law of the United States, without regard to conflict of laws principles. Disputes shall be resolved by binding arbitration administered by the International Centre for Dispute Resolution (ICDR). However, to the extent that any lawsuit or court proceeding is permitted hereunder, Client agrees to submit to the exclusive personal jurisdiction of the state courts and federal courts located within New York, New York for the purpose of litigating any such disputes. CLIENT AGREES THAT IT MAY ONLY BRING CLAIMS AGAINST RENTRAK, ITS AFFILIATES, OR PERSONNEL IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING. CLASS ACTIONS ARE WAIVED TO THE FULLEST EXTEND PERMITTED BY LAW.

Modification of Terms. Rentrak may update these Terms from time to time. Rentrak will provide Client with reasonable advance notice of any material change (for example, by email or by posting the updated Terms and noting the revision date). Client's continued use of the Service after the effective date of any such change constitutes Client's acceptance of the updated Terms; changes will not apply retroactively to a dispute arising before the change.

Notices. All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, or by nationally recognized overnight courier, to the addresses specified in the applicable Order Form or as otherwise designated by a Party in writing.

Entire Agreement. This Agreement, together with all Order Forms, Product Terms, Attachments and Documentation that reference these Terms, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, whether written or oral.

Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right shall constitute a waiver thereof.

Force Majeure. Except for payment, license restrictions, and confidentiality obligations, neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, or failures of third-party utilities or networks.

Independent Contractors. The Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

No Third-Party Beneficiaries. This Agreement does not confer any rights or remedies on any person other than the Parties.

Electronic Acceptance; Counterparts. Client's acceptance of these Terms by any of the methods described in the acceptance statement above is legally binding. Any Order Form may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together constitute one instrument

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or under common control with a Party. Affiliates may independently enter into an Order Form and agree to be governed by the terms of this Agreement as if they were an initial party.

“Authorized Users” are those users authorized by Rentrak and Client, assigned Authentication Credentials, and whose number is less than or equal to the number of licensed users or logins specified in an Order Form for the relevant Service.

“Approved Service Provider” means any Rentrak-approved service provider.

“Client Data” means any data, information, or content submitted, uploaded, or otherwise made available by or on behalf of Client to the Service, including data entered by Client's authorized users. Client Data includes Custom Deliverables.

“Rentrak Materials” means all Software, SaaS services, Syndicated Deliverables, and Documentation whether in electronic or hardcopy form.

“Documentation” means Rentrak's then-current user guides, specifications, and other materials describing the functionality of the Service and Software, including the Minimum System Requirements. Documentation includes system notices published in the Service, by email, online or otherwise by Rentrak.

“Effective Date” means, with respect to Client, the date of the applicable Order Form or the date on which Client first accesses the Service, whichever is earlier.

“Order Form” means an ordering document specifying the Service subscribed to, the Fees, the Term, and related commercial terms, executed by or agreed to between the Parties and incorporated into this Agreement.

“Custom Deliverables” means all materials, products, or services created exclusively for Client by Rentrak.

“Minimum System Requirements” means the minimum computer, network, browser, and other technical infrastructure requirements that Client's systems must satisfy to access and use the Service, as published by Rentrak in the Documentation and updated from time to time in accordance with Section 4.

“Service” means Rentrak's data analytics services, software-as-a-service, and managed service offerings, including related product data, data feeds, APIs, and access rights, as identified in the applicable Order Form, together with all updates and support generally made available by Rentrak as part of the subscription.

“Service Order” is an Order Form.

“Software” means any client-side or downloadable software provided by Rentrak to Client for the purpose of accessing or using the Service or for stand-alone operation, including any updates thereto.

“Syndicated Deliverables” means the data, reports, dashboards, analyses, exports, data feeds, and other Services prepared or acquired outside of this Agreement that are made available by license by Rentrak to existing or potential customers.

“Territory” means the geographic or jurisdictional Territory specified on the Order Form.

“Update(s)” means an update to the Software that Rentrak, in its sole discretion, makes generally available to its other customers of the same software, if and when such updates are available. Updates shall not include any release, option, future product, or any upgrade in features, functionality or performance of the Software which Rentrak generally licenses separately or offers for an additional fee.

“User Limits” Pricing for certain services is limited to a specified number of Authorized Users. If Rentrak accepts a request by Client for additional Authorized Users, Client shall pay a fee for each additional user as specified in the then-current price list (“User Account Fee”).

“Website” means the Rentrak.com and all websites registered by Rentrak or its Affiliates.