MORNING CONSULT PRO®

TERMS OF SERVICE

These Morning Consult Pro Terms of Service (“Terms”), along with any Listing Information, constitute the binding agreement (the “Agreement”) between you (“Customer” or “you”) and The Morning Consult LLC (“Morning Consult” or “us” or “we”) with respect to the matters set forth herein. These Terms take effect when you click an “I Accept” button or checkbox presented with these Terms, or when you use any of the Services, Content, or Licensed Data, whichever occurs first (the “Effective Date”). If you do not agree to these Terms, you may not use Morning Consult Pro or any related Licensed Data or Content.

If a valid Morning Consult Main Services Agreement or other agreement exists between you (or your employer, or an affiliate of your employer, as the case may be) and Morning Consult, signed by both parties and governing the purchase of MC Pro, those terms and conditions take precedence over these Terms.

1. DEFINITIONS.

“Affiliate” means any person or entity that is directly or indirectly Controlling, Controlled by or under common Control with Morning Consult, where “Control” and derivative terms mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the introductory paragraph.

“Authenticated User” has the meaning set forth in Section 2(b).

“Beta Features” has the meaning set forth in Section 2(c)(v).

“Beta Materials” has the meaning set forth in Section 2(c)(v).

“Claim” has the meaning set forth in Section 6(a).

“Content” means the reporting and written analysis delivered to Customer in association with MC Pro which Customer may be permitted to access and use in compliance with the terms and conditions of this Agreement.

“Covered Claims” has the meaning set forth in Section 10(c)(i).

“Customer” has the meaning set forth in the introductory paragraph.

“Documentation” means any written or electronic materials relating to the Products, including but not limited to terms of use, manuals, handbooks, product descriptions, specifications, and technical requirements that Morning Consult makes generally available to its customers, if any, as revised from time to time.

“Effective Date” has the meaning set forth in the introductory paragraph.

“Excluded Claims” has the meaning set forth in Section 10(c)(iii).

“Feedback” has the meaning set forth in Section 4(b).

“General User” means an Individual User who may only access that portion of MC Licensed Data and Content that is free and publicly available. General User access to and use of MC Pro is governed by the Terms and Conditions of Use pertaining to pro.morningconsult.com. References to General User(s) in these Terms are for context and information purposes only.

“Individual User” means an individual visiting the Morning Consult Pro website for the purpose of accessing MC Licensed Data and Content. For the avoidance of doubt, General Users, Authenticated Users, and Subscribers shall all also be considered Individual Users.

“Licensed Data” means, without limitation, the text, graphics, statistics, data, information, reports, material, content, and intellectual property owned by Morning Consult or licensed by Morning Consult from its third party data providers which Customer may be permitted to access and use in compliance with the terms and conditions of this Agreement.

"Listing Information” means without limitation, the text, graphics, statistics, data, material, content, and information which Authenticated Users or Subscribers may be permitted to access and use in compliance with the terms and conditions of this Agreement as they register for MC Pro.

“Losses” has the meaning set forth in Section 6(a).

“MC Indemnitees” has the meaning set forth in Section 6(b).

“MC Licensed Data” means Licensed Data that is owned by and proprietary to Morning Consult.

“MC Marks” has the meaning set forth in Section 2(c)(ii).

“MC Pro” or “Morning Consult Pro” means the portion of Morning Consult’s Products, and the associated Content and Licensed Data, available at the pro.morningconsult.com website.

“MC Pro Account” means the account created by an Authenticated User for the purpose of accessing MC Pro.

“MC Pro Subscription” has the meaning set forth in Section 3(a)(iii)(A).

“Morning Consult” has the meaning set forth in the introductory paragraph.

“Permitted Use” has the meaning set forth in Section 2(c)(i).

“Products” has the meaning set forth in Section 2(a).

“Proprietary Materials” means the Content, Products, Releases, Documentation, Licensed Data, and any and all enhancements, modifications, additions or new releases of or to the same.

“Release” means any bug fix, enhancement, maintenance release, error correction, upgrade, update, change, addition, improvement, modification, derivation, extension, new version, successor, or replacement product of or to any component of the Products created by or for Morning Consult and made available by Morning Consult to its customers generally, regardless of how any bug fix, enhancement, maintenance release, error correction, upgrade, update, change, addition, improvement, modification, derivation, extension, new version, successor, or replacement product is marketed or denominated.

“SaaS” has the meaning set forth in Section 2(a).

“Services” has the meaning set forth in Section 2(a).

“Subscriber” means an Authenticated User with a paid subscription to Morning Consult Pro.

“Term” has the meaning set forth in Section 8(a).

“Terms” has the meaning set forth in the introductory paragraph.

“Usage Data” has the meaning set forth in Section 4(c).

“User ID” has the meaning set forth in Section 2(b).

2. SERVICES.

(a) Morning Consult SaaS Products. During the Term, and subject to the terms and conditions of this Agreement, Morning Consult hereby grants Customer a nonexclusive, nontransferable, non-sublicensable, revocable, limited right and license to (i) access remotely via the Internet and use Morning Consult’s proprietary Morning Consult Intelligence software-as-a-service (“SaaS”) platform, including MC Pro and any and all underlying software (together, the “Products”) and (ii) use the Documentation (collectively, the “Services"). Morning Consult will make Releases available to customers generally at no additional cost to the extent any such Releases are developed and deployed, at Morning Consult’s sole discretion. The Products are provided in the form of an online service subscription. Customer acknowledges that it is obtaining only a limited right to use the Products and that irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Customer under this Agreement. Customer further acknowledges and agrees that it has no right to obtain a copy of the underlying software of the Products.

(b) Authenticated Users. Only Authenticated Users (including, for the avoidance of doubt, Subscribers) may access the Products through a unique username and password, or such other login method Morning Consult may designate from time to time, including without limitation any token or key (the “User ID”). For purposes of this Agreement, an “Authenticated User” is an Individual User who has voluntarily registered for an MC Pro Account and been given a User ID that has not been revoked. You hereby represent that the registration information provided to Morning Consult shall be accurate and truthful, and you shall promptly update the registration information as required to maintain such accuracy. You shall not (x) share your User ID with any other person or entity, (y) permit any other person to access the Products through your User ID, or (z) breach the terms of this Agreement.

(c)  Permitted Use & Restrictions.

(i) Permitted Use. Customer may use the Proprietary Materials only for its own research or business purposes (the “Permitted Use”). Customer is responsible for the use of the Proprietary Materials and Customer will immediately notify Morning Consult of any unauthorized use of the Proprietary Materials.

(ii) Accessibility. Authenticated Users are permitted to download Content or files containing reports, charts, and graphs, and to export files, in each case, containing the Licensed Data for the Permitted Use only. You may utilize Content and Licensed Data for the Permitted Use provided that Morning Consult and each of its third party licensors retain all of their respective copyright, intellectual property and proprietary rights therein. In furtherance of such use, Morning Consult grants you a nonexclusive, nontransferable, non-sublicensable, revocable, limited right and license to use Morning Consult’s name, logo, trademarks, trade names, services marks, or other brand marks (the “MC Marks”), as the same may automatically appear on downloaded or exported content, for the sole purpose of attributing Morning Consult as the source of the MC Licensed Data. You are prohibited from altering or removing MC Marks from MC Licensed Data or from any files downloaded or exported by a Subscriber that contain MC Marks. Any violation of the prior clause shall constitute a material breach under this Agreement.

(iii) Distribution. You may, in association with the Permitted Use, provide portions of the Licensed Data and Content to any person in memoranda, reports, and presentations. Each such memorandum, report, and presentation shared must include a citation crediting Morning Consult as the owner and source of the data or a copyright notice in the following format:

“© [year] Morning Consult.”

For the avoidance of doubt, you are expressly prohibited from sharing, sending, distributing, forwarding, or otherwise transmitting any Content in whole to any third party.

(iv) Restrictions. Customer will not, and will not attempt to, introduce software or automated agents or scripts to the Products so as to produce multiple accounts, generate automated searches, requests or queries, or to strip, scrape, use spiders, or mine data from the Products, nor will Customer utilize the Proprietary Materials for public consumption or provide use of the Proprietary Materials on a service bureau, rental, or managed services basis, or permit direct or indirect access to or use of any Proprietary Materials in a way that circumvents the Permitted Use. Customer will not, and will not attempt to, remove, alter, or obscure any copyright or other proprietary notice or legend contained on or included in any Proprietary Materials, or use the Proprietary Materials in any manner other than as contemplated by this Agreement, or interfere with or disrupt the integrity of any Proprietary Materials. Customer will not, and will not attempt to, use the Proprietary Materials in a manner that is infringing, libelous, obscene, threatening, or otherwise unlawful or tortious, or in violation of third party rights. Customer will not, and will not attempt to, (a) reverse engineer, reverse assemble, disassemble, decompile, unlock, copy, or otherwise attempt to decipher any (A) code used in connection with the Products or (B) underlying ideas or algorithms of the Products, (b) access the Products or use the MC Licensed Data or Content in order to (A) build or enhance a competitive product or service, (B) build or enhance a product or service using similar ideas, features, functions, or graphics of the Products or Licensed Data, or (C) copy any ideas, features, functions, or graphics of the Products or Licensed Data, (c) modify or create derivatives of the Proprietary Materials in whole or in part for any reason (provided, however, that subject to the terms and conditions of the Agreement, including the Permitted Use, such modification or creation of derivatives pertaining to MC Licensed Data is permitted), (d) use the Products to store or transmit material in violation of third party privacy rights, (e) use the Products to store or transmit malicious code or material that is obscene, threatening, or otherwise unlawful or tortious, (f) interfere with or disrupt the integrity or performance of the Products or data contained therein, (g) attempt to gain unauthorized access to the Products or their related systems or networks, (h) use the Products or MC Licensed Data to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, or (i) use the MC Licensed Data or Content without the prior written consent of Morning Consult in connection with the development of any software program, model, algorithm, or other artificial intelligence tool, including but not limited to, using the MC Licensed Data or Content to build, train, validate, or operate a machine learning system, large language model, generative artificial intelligence platform, or any other artificial intelligence system.

(v) Beta Features. Morning Consult may make new MC Pro features available to you prior to their public or commercial release. Notwithstanding any other provision herein, Services released as beta, pilot, limited release, non-production, or evaluation (the “Beta Features”) are made available to Customer “AS-IS” without any warranty, support, maintenance, or other obligation of any kind. Morning Consult may terminate your access to, or use of, a Beta Feature at any time with or without notice. You further agree that the Beta Features, and any related Content, Licensed Data, and other materials or data (collectively, the “Beta Materials”) are the confidential or proprietary information of Morning Consult. You agree as a condition of participating in and receiving Beta Features to: (i) not copy or reproduce the Beta Materials, (ii) safeguard the Beta Materials and prevent unauthorized access to, reproduction of, disclosure of and/or unauthorized use of, the Beta Materials, and (iii) if requested by Morning Consult, execute a separate confidentiality agreement. Your obligation to keep the Beta Materials confidential will continue until Morning Consult publicly distributes or has otherwise disclosed to the public through no fault of yours, the Beta Materials that you are testing. Upon request, you agree to immediately delete all copies of the Beta Materials that Morning Consult provided to you.

3. PRICING; TAXES.

(a) Fees.

(i) General Users. General Users are permitted to access certain MC Licensed Data and Content for free. If you are a General User, you acknowledge and agree that you may not have access to an MC Pro Account or all Content and Licensed Data on MC Pro, and you may have to pay additional fees for such access. Where applicable, these additional fees will be clearly stated by Morning Consult in the relevant Listing Information and separately acknowledged by you.

(ii) Authenticated Users. Authenticated Users are permitted to access certain MC Licensed Data and Content for free and to take certain actions associated with having an MC Pro Account. If you are an Authenticated User, you acknowledge and agree that you may not have access to all Content and Licensed Data on MC Pro, and you may have to pay additional fees for such access. Where applicable, these additional fees will be clearly stated by Morning Consult in the relevant Listing Information and separately acknowledged by you.

(iii) Subscribers.

• Purchase. When you purchase one or more licenses to MC Pro (individually and collectively, an “MC Pro Subscription”), the price will be made clear during the ordering process. You agree to pay the price stated in the Listing Information at the time of your order, as well as any applicable taxes. All prices are in United States Dollars. The prices stated in the Listing Information do not include any duties, taxes, or regulatory costs or charges, and any such taxes will be charged at the time of your order.
• Automatic Renewal. IF YOU PURCHASE AN MC PRO SUBSCRIPTION, YOU ARE SUBSCRIBING TO AN AUTOMATICALLY RENEWING SUBSCRIPTION WITH RECURRING PAYMENTS AT THE STATED FREQUENCY (E.G., MONTHLY OR ANNUALLY), UNTIL YOU CANCEL IN THE MANNER SET FORTH IN SECTION 8(e) BELOW. Your MC Pro Subscription will automatically renew at the selected interval, and you will continue to be charged at the stated price (plus any applicable taxes), unless prior to the end of the current subscription period: (a) you terminate your MC Pro Account; (b) you cancel your subscription in accordance with Section 8(e)(ii) below; (c) we decline to renew your subscription; or (d) these Terms are otherwise properly terminated as expressly permitted herein. Further details regarding cancellation are included in Section 8(e) below. We may change subscription terms or subscription fees at any time in our sole discretion. If the MC Pro Subscription fee increases from the fee stated at the time of your initial purchase, we will notify you before applying the change to your subscription or charging you in connection with your renewal term. You will have an opportunity to cancel your subscription at that time. If you do not cancel your subscription, you will be charged the new subscription fee for your renewal term.
• Third-party Payment Processor. You acknowledge and consent to Morning Consult’s use of a secure, third-party payment processor for your payment of fees hereunder. The third-party payment processor is compliant with the Payment Card Industry Data Security Standards (PCI DSS) and applies data encryption mechanisms to mitigate the risk of unauthorized access to payment processing details at rest and in transit.
• Group Subscription.
  • Purchaser. If you are an individual purchasing an MC Pro Subscription on behalf of a group, Sections 3(a)(iii)(A)-(C) apply to you. You agree to manage the MC Pro Subscription and may invite individuals to become Subscribers under your MC Pro Subscription. Subscribers under your MC Pro Subscription may cancel at any time, and you are not entitled to a refund in the case that they do so.
  • Non-Purchaser. If you are an individual invited to be a Subscriber pursuant to a group MC Pro Subscription, you will have your own MC Pro Account, but you are not subject to the provisions of Sections 3(a)(iii)(A)-(C). You may cancel your MC Pro Subscription at any time or cease utilizing MC Pro at will.
• Free Trials. Morning Consult may offer promotional trial subscriptions to allow users to access MC Pro on a trial basis or at a promotional rate. Any details of promotional trial subscriptions shall be set forth in the Listing Information. If your MC Pro Subscription includes a free trial, you will not be charged the applicable fee during the period of your free trial. To obtain the free trial, you may be required to provide your payment details when you sign up in order to ensure uninterrupted access and continued use of MC Pro after the expiration of your free trial. Upon completion of your free trial period, your subscription will automatically convert into a paid MC Pro Subscription, and you will be charged the applicable fee unless you have canceled your subscription in accordance with Section 8(e) below. You may cancel your MC Pro Subscription at any time during your free trial period to avoid being charged and such cancellation will be effective immediately. Any users accessing MC Pro during a free trial period shall be considered Subscribers under these Terms.

(b) Taxes and Regulatory Costs. Applicable taxes may vary depending on the jurisdiction. Morning Consult is not obligated to notify you in advance of changes to applicable taxes.

4. TITLE; UNAUTHORIZED DISCLOSURE.

(a) Title to Proprietary Materials. The Proprietary Materials contain confidential information of, and are proprietary to, Morning Consult and its licensors. Morning Consult and its licensors own all right, title, and interest in and to the Proprietary Materials, and any and all worldwide intellectual property rights embodied therein, including, without limitation, all applicable rights to patents, copyrights, trademarks, in each case whether registered or not, and trade secrets. Customer acknowledges that the MC Licensed Data and all other applicable Proprietary Materials are protected as a collective work or compilation under U.S. copyright and other laws and treaties, and that the MC Licensed Data and all other applicable Proprietary Materials have been developed, compiled, prepared, revised, selected, and arranged by Morning Consult through application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Morning Consult. Except as expressly set forth in and authorized by this Agreement, Customer has no right to license, sublicense, market, offer to sell, resell, rent, lease, transfer, assign, loan, distribute, share, or otherwise make any Proprietary Materials, or any portion thereof, available to a third party. Customer will not assert any right, title, or interest in the Proprietary Materials provided to Customer under this Agreement, except for the nonexclusive, nontransferable, non-sublicensable, revocable, limited right of use granted to Customer hereunder.

(b) Suggestions and Feedback. Any suggestions, enhancement requests, recommendations, or other feedback relating to the MC Licensed Data or the operation of the Products that you provide to Morning Consult, whether verbal or written, and any Release, software, applications, releases, inventions, information, content, or other technology developed in connection therewith (together, the “Feedback”) will be owned exclusively by Morning Consult and you hereby assign to Morning Consult, for no additional consideration, all right, title, and interest in and to the Feedback. If for any reason you cannot assign such rights to Morning Consult, then you hereby grant Morning Consult a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, distribute, or incorporate Feedback in any manner that Morning Consult chooses. Morning Consult has no obligation to (i) provide any credit or attribution to you or (ii) pay you for any Feedback.

(c) Usage Data. Morning Consult owns and has the unlimited and perpetual right to collect and use usage statistics, analytics, reporting, or results (“Usage Data”) specific to your use of and access to the Products and Proprietary Materials to develop, improve, support, or operate the Products and Services. Morning Consult may also share, sell, or license any Usage Data with a third party to the extent the Usage Data is de-identified and/or aggregated with data from other users of the Services such that the data cannot be attributed to you.

(d) Unauthorized Disclosure. Within one (1) business day of becoming aware of any unauthorized disclosure of the Licensed Data or Content by (i) Customer or (ii) client or agent of Customer, Customer shall promptly report that unauthorized disclosure to Morning Consult in writing. Customer shall reasonably cooperate with any remediation that Morning Consult, in its reasonable discretion, determines is necessary at Customer’s sole cost and expense.

5. REPRESENTATIONS AND WARRANTIES.

(a) By Customer. You represent and warrant to Morning Consult that (i) you have full authority to execute and perform this Agreement, and (A) you are at least thirteen (13) years old if you are in the United States or the United Kingdom, and sixteen (16) years old anywhere else, and (B) if you are under eighteen (18) years old, your parent or legal guardian has read these Terms and agreed to them and your use of the Services; (ii) this Agreement has been duly executed and delivered by you and constitutes your legal, enforceable, and binding obligation, (iii) your execution and performance of this Agreement will not violate any law or breach any other agreement to which you are bound, (iv) no approval, action, or authorization by any governmental authority or agency is required for your execution and performance hereof, (v) you will only use the Products, Content, and Licensed Data, and disclose data or information relating thereto, in strict compliance with all applicable law, and (vi) you are not, or acting for or on behalf of, any person or entity (X) located in Cuba, Sudan, Iran, Libya, North Korea, Somalia, Syria, Ukraine, Zimbabwe, or any other country or region that is subject to U.S. economic sanctions, (Y) identified on the Specially Designated Nationals List and Consolidated Sanctions List administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or (Z) with whom U.S. persons are otherwise prohibited from transacting.

(b) Warranty Disclaimer. MORNING CONSULT MAKES NO EXPRESS OR IMPLIED WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW OR STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY MORNING CONSULT, OR ANY OTHER PERSON ON MORNING CONSULT’S BEHALF. THE SERVICES ARE PROVIDED “AS IS” AND YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. MORNING CONSULT AND ITS THIRD PARTY DATA PROVIDERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, (I) THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, (II) THAT THE SERVICES WILL OPERATE ERROR FREE, WITHOUT INTERRUPTION, OR IN COMBINATION WITH OTHER SERVICES, (III) THAT ALL SERVICES DEFECTS OR NONCONFORMITIES ARE CORRECTABLE, OR (IV) AS TO THE USE OF ANY OF THE SERVICES OR CONTENT CONTAINED THEREIN IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. MORNING CONSULT AND ITS THIRD PARTY DATA PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL LIABILITY WITH REGARD TO YOUR ACCESS TO AND USE OF ANY LICENSED DATA AND CONTENT. MORNING CONSULT DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE LICENSED DATA OF ANY THIRD PARTY DATA PROVIDER. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND CUSTOMER MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

(c) No Advice. CUSTOMER EXPRESSLY AGREES AND ACKNOWLEDGES THAT MORNING CONSULT IS NOT PROVIDING FINANCIAL, TAX AND ACCOUNTING, ECONOMIC, POLITICAL, LEGAL, OR ANY OTHER PROFESSIONAL ADVICE BY ALLOWING CUSTOMER TO ACCESS AND USE THE SERVICES, LICENSED DATA, AND CONTENT. ANY DECISIONS CUSTOMER MAKES IN RELIANCE ON THE SERVICES AND ANY INTERPRETATION BY CUSTOMER OF ANY LICENSED DATA OR CONTENT ARE CUSTOMER’S ALONE FOR WHICH CUSTOMER SHALL HAVE FULL RESPONSIBILITY. MORNING CONSULT IS NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY DECISIONS OR INTERPRETATIONS BY CUSTOMER, MADE IN RELIANCE ON THE SERVICES, LICENSED DATA, OR CONTENT, INCLUDING FINANCIAL, TAX AND ACCOUNTING, ECONOMIC, POLITICAL, LEGAL, COMPLIANCE, ADVERTISING, MARKETING, AND/OR RISK MANAGEMENT DECISIONS AND INTERPRETATIONS. THE ECONOMIC INTELLIGENCE DATA OR CONTENT PROVIDED TO CUSTOMER UNDER THIS AGREEMENT IS NOT INTENDED TO CONSTITUTE ANY TYPE OF RECOMMENDATION AS TO THE VALUE OF ANY SECURITIES OR AS TO THE ADVISABILITY OF INVESTING IN, PURCHASING, OR SELLING SECURITIES, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISIONS CUSTOMER MAY MAKE REGARDING INVESTMENTS IN SECURITIES.

6. INDEMNIFICATION.

(a) By Morning Consult. Morning Consult will defend, indemnify, and hold you harmless from and against any and all losses, damages, liabilities, costs, and expenses, including without limitation reasonable attorneys’ fees and expenses (together, the “Losses”), arising from any claim, suit or action (each, a “Claim”) brought against you by a third party to the extent such Claim arises from an allegation that any Product, when used as expressly permitted by this Agreement, infringes the valid United States copyright or patent of such third party. However, Morning Consult will not be obligated to defend, indemnify, or hold you harmless from any Claim unless you (x) notify Morning Consult in writing of any actual or threatened Claim within ten (10) days after it learns of such a Claim, (y) grant Morning Consult sole control of the defense and settlement thereof, and (z) provide Morning Consult all reasonable assistance in connection therewith. If any of the Products is finally held to so infringe, or in Morning Consult’s sole reasonable judgment is likely to be so held, Morning Consult will, at its option and expense: (i) procure for you the right to continue using the applicable Product, (ii) modify or replace the applicable Product to make it non-infringing as long as such Product, as modified or replaced, has the same functionality in all material respects, or (iii) terminate the applicable subscription and provide you a pro rata refund of any pre-paid fees applicable to such Product for the period after termination. Notwithstanding the above, Morning Consult will have no obligations under this Section 6(a) or otherwise with respect to any infringement claim arising out of: (A) use of other than a current, unaltered Release of the Products unless the infringing portion is also in the then current Release, (B) any use of the Products in combination with products, equipment, software, or data not made available hereunder by Morning Consult if the infringement was caused by such use or combination, (C) any use, modification, or derivation of the Products not specifically authorized in writing by Morning Consult or expressly permitted under this Agreement, or (D) Customer’s negligence or willful misconduct (including the negligence or willful misconduct of any person acting on behalf of a Customer). THE FOREGOING STATES MORNING CONSULT’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ALL THIRD PARTY CLAIMS.

(b) By Customer. Customer will defend, indemnify, and hold Morning Consult, its licensors, and each such party’s parent, Affiliates, employees, agents, representatives, officers, directors, successors, and assigns (the “MC Indemnitees”) harmless from and against any and all Losses arising from any Claim brought against any such MC Indemnitee by a third party to the extent such Claim arises from or relates to (i) a Customer’s negligence or willful misconduct, or breach of any of Customer’s representations, warranties, covenants, or obligations under this Agreement, or (ii) Customer’s use of and access to the Services, Licensed Data, and/or Content (including use of the same by any person acting on behalf of Customer). Customer shall assume, at its sole cost and expense, the defense of such Claims through legal counsel reasonably acceptable to Morning Consult, except that Morning Consult may at its option and expense select and be represented by separate counsel. Morning Consult shall reasonably cooperate with Customer, at Customer’s request and sole expense, in defending any such Claim; provided, however, that Customer will not, without the prior written consent of Morning Consult, consent to the entry of any judgment or enter into any settlement without Morning Consult’s prior written consent. In no event shall the MC Indemnitees be liable for any Claims that are disposed of, compromised, or settled in violation of this Section. If Customer fails to assume the defense of any actual or threatened Claim covered by this Section within the earlier of (y) any deadline established in a written demand by a court or (z) thirty (30) calendar days of Customer’s receipt of notice of such Claim, Morning Consult may follow such course of action as it reasonably deems necessary to protect its interests, and shall be indemnified by Customer for all costs reasonably incurred in such action, including without limitation, attorneys’ fees and expenses.

7. LIMITATION OF LIABILITY. SUBJECT TO THE TERMS OF THIS SECTION, WE DISCLAIM ANY LIABILITY FOR DAMAGES CAUSED BY THE SERVICES UNLESS DUE SOLELY TO MORNING CONSULT’S INTENTIONAL WRONGDOING. IN NO EVENT, WHETHER AN ACTION IS IN CONTRACT, TORT, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, AND REGARDLESS OF THE THEORY OF LIABILITY, SHALL ANY MC INDEMNITEE BE LIABLE FOR LOSS OF USE, VALUE, PROFIT, REVENUE, OR GOODWILL, OR OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING IN CONNECTION WITH THIRD PARTY MATERIALS MADE AVAILABLE THROUGH THE SERVICES, REGARDLESS OF WHETHER (A) SUCH LOSSES OR DAMAGES WERE FORESEEABLE AND EVEN IF ANY PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR (B) ANY REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE MC INDEMNITEES ARISING OUT OF ANY CLAIM OR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF THE FEES PAID BY CUSTOMER TO MORNING CONSULT PURSUANT TO THIS AGREEMENT, FOR THE SPECIFIC SERVICES GIVING RISE TO THE LIABILITY, DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE INCIDENT OUT OF WHICH SUCH CLAIM OR CLAIMS AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY MC INDEMNITEE. ALL CLAIMS THAT CUSTOMER MAY HAVE AGAINST MORNING CONSULT UNDER THIS AGREEMENT WILL BE AGGREGATED TO SATISFY THE LIMIT SET FORTH HEREUNDER AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

 

8. TERM AND TERMINATION.

(a) Term. This Agreement is effective on the Effective Date and will continue for (i) as long as you use the Services, or (ii) the term specified in the applicable Listing Information, including any renewal terms entered into thereunder, unless terminated earlier pursuant to the terms of the Listing Information or this Agreement (collectively, the “Term”). After you have set up an MC Pro Account, you can access information about your subscriptions by visiting the preference center located in your MC Pro Account or contacting [email protected].

(b) Termination By Morning Consult. Morning Consult may, without limiting any other right or remedy available to it under this Agreement, at law, or in equity, immediately suspend your access to and use of the Products, and/or immediately terminate this Agreement if Morning Consult reasonably determines, in its sole discretion, that you have breached any provision of this Agreement. You will continue to be charged for all fees during any period of suspension under this Agreement. Notwithstanding anything contained herein to the contrary, Morning Consult may, for any reason, immediately suspend or terminate your access to and use of any Service that has been granted on a free or trial basis.

(c) Effect of Termination.

(i) The Services will terminate immediately upon any termination of the Agreement, and Customer will immediately cease all use of such Services.

(ii) Morning Consult will have no obligation to refund any amounts paid by Customer under this Agreement upon termination unless otherwise stated herein.

(d) Suspension of Services. Morning Consult may immediately suspend Customer’s access to the Products at any time if Morning Consult has reasonable, good-faith concerns about a security threat that could affect the Products or the data of any other user of the Products. Morning Consult may immediately terminate the Services if Customer (i) commits any criminal act or other act involving moral turpitude or felonious activities, (ii) commits any act or becomes involved in any situation or occurrence which brings Customer into public disrepute, contempt, scandal, or ridicule, or which Morning Consult reasonably determines reflects unfavorably upon Morning Consult or (iii) makes or authorizes statements in derogation of Morning Consult or its Services and such statements become public during the Term.

(e) CANCELLATION BY CUSTOMER; REFUND POLICY.

(i) Cancellation by Customer. When you cancel a MC Pro Subscription, you cancel only future charges associated with your subscription. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current subscription term. In order to avoid future charges, you must cancel your MC Pro Subscription prior to the end of your current subscription term. If you cancel prior to the end of your current subscription term, you will not be charged for any renewal term or will be eligible for an applicable refund of any renewal term fees that are charged to you. Once your MC Pro Subscription has been canceled, you will have limited access to the Content and Licensed Data available on MC Pro.  You can find more information about your current term dates in your MC Pro Account.

(ii) Cancellation Methods. Subscribers may cancel their MC Pro Subscription utilizing any one of the following methods:

• MC Pro Account. All MC Pro Subscriptions can be canceled by utilizing the preference center within your MC Pro Account.
• Email Morning Consult. You may email us at [email protected] twenty-four (24) hours a day, seven (7) days a week. You may also use this email template to request cancellation, but it is not required:
  1. Subject Line: Cancellation - MC Pro Subscription
  2. Message: Please cancel any future autorenewals of the MC Pro subscription associated with this email address. Please confirm that you have received this email and that my subscription renewal term has been canceled.

(iii) Refund Policy. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAW, YOUR MC PRO SUBSCRIPTION FEE IS NONREFUNDABLE. If you cancel your MC Pro Subscription, you are not entitled to receive any refund or credits for the time remaining in your subscription period. Except as otherwise stated in this Agreement or as required by applicable law, you will continue to have the same access and benefits of your MC Pro Subscription for the remainder of the current subscription term.

9. PRIVACY.

(a) MC Privacy Policy. The privacy of the users of MC Pro is of the highest importance to Morning Consult. Please review Morning Consult’s Privacy Policy for details. We evaluate the Privacy Policy periodically in light of changing business practices, technology and legal requirements. As a result, we may update the Privacy Policy from time to time. We will notify you about material changes to the Privacy Policy by placing a notice on our website.

1. GENERAL.

(a) Notices. Any notice required or permitted hereunder will be in writing and will be deemed to have been duly given on the date of dispatch of an e-mail sent to the e-mail address of such party: (i) for Morning Consult, to [email protected], and (ii) for Customer, to the email of the individual accepting these Terms as reflected in such individual’s MC Pro Account.

(b) Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. The parties agree that any litigation pertaining to this Agreement shall be heard exclusively in courts located in the State of Delaware, and the parties hereby waive any objections based upon the jurisdiction, forum, or venue of such courts.

(c) Arbitration.

(i) Claims Subject to Arbitration. Except for Excluded Claims, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, including but not limited to claims or disputes arising out of or relating to (a) our relationship, (b) these Terms, or (c) your use or purchase of our Products or Services(“Covered Claims”), shall be handled by arbitration administered by the American Arbitration Association (AAA) governed by and in accordance with the Consumer Arbitration Rules of the American Arbitration Association, which you can find at www.adr.org, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Washington, DC. Either party may apply to the arbitrator(s) for purposes of seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy). THE PARTIES HEREBY KNOWINGLY AND IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION UNDER THIS AGREEMENT. YOUR AGREEMENT TO ARBITRATION MEANS THAT FOR ALL COVERED CLAIMS, YOU ARE GIVING UP YOUR RIGHT TO FILE A LAWSUIT IN COURT AND THE RIGHT TO A TRIAL BY JURY.  INSTEAD, YOU WILL HAVE A HEARING BEFORE A NEUTRAL ARBITRATOR.

(ii) Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF COVERED CLAIMS MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the courts located in Washington DC. All other disputes, claims, or requests for relief shall be arbitrated.

(iii) Excluded Claims. You and Morning Consult agree that for all litigation regarding any claims (a) that may be brought in small claims court where the amount in controversy is properly within the jurisdiction of such court, and (b) that may be brought for injunctive relief to stop unauthorized use or abuse of the Products or Services or intellectual property infringement (collectively, “Excluded Claims”) and any other controversy or claim for which arbitration is denied, the jurisdiction and venue shall be as set forth in Section 10(b).

(d) Injunctive Relief. Recognizing and acknowledging that any breach by Customer of the provisions of this Agreement may cause Morning Consult irreparable damage for which monetary damages may be inadequate, Customer agrees that, in addition to monetary damages and any other remedies available to Morning Consult at law or in equity, Morning Consult will have the right to petition for injunctive or such other equitable relief as may be necessary to prevent or remedy such a breach or threatened breach without (i) having to prove actual damages or (ii) the requirement of a bond or notice, and Customer agrees not to object or defend against any such action on any basis, including on the basis that monetary damages would provide an adequate remedy.

(e) Assignment. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, except that Morning Consult may assign this Agreement without such consent to its successor in interest by way of merger, acquisition, or sale of all or substantially all of its assets. The terms of this Agreement shall be binding upon assignees, and attempted assignment or transfer in violation of this Agreement will be null, void, and invalid.

(f) Severability. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

(g) Force Majeure. Neither party will be liable for any costs, expenses, or damages due to nonperformance under this Agreement arising out of any cause not within the reasonable control of such party and without its fault or negligence, including but not limited to acts of God, riots or civil commotions, supplier problems, war, terrorism, or other acts of any nation or governmental agency or authority. Neither party will be liable for any delay or failure in the performance of its obligations under this Agreement that directly results from any delay or failure of the other party to perform its obligations as set forth in this Agreement.

(h) Waiver. No waiver of a breach of any term of this Agreement will be effective unless in writing and duly executed by the waiving party. No such waiver will constitute a waiver of any subsequent breach of the same or any other term of this Agreement. No failure on the part of a party to exercise, and no delay in exercising, any of its rights hereunder will operate as a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right. No course of dealing between the parties will be deemed effective to modify, amend, or discharge any part of this Agreement or the rights or obligations of any party hereunder.

(i) Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the transactions contemplated hereby, and supersedes any prior agreements, proposals, or representations, written or oral, or other understandings among the parties with respect to the subject matter hereof. There are no representations, warranties, covenants, or obligations of any party not expressly contained herein.

(j) Construction. The headings in this Agreement are for convenience only. They do not constitute a portion of this Agreement and will not be used in any construction thereof. Any interpretation of this Agreement will not presume that its terms should be more strictly construed against one party by reason of any rule of construction or authorship. Any signatures or acknowledgments that are electronic or that are delivered electronically will be deemed effective for all purposes and will be deemed originals.

(k) Publicity. Neither party may make any public announcement or disclosure of any Claim, defense, or settlement hereunder without the other party’s prior written approval. Customer shall not use the MC Marks for the making of a case study, testimonial, press release, or other public announcement regarding this Agreement or any activities performed for or on behalf of Customer without Morning Consult’s prior written approval in each instance. The MC Marks may be used and displayed only in the form approved by Morning Consult in writing.

(l) U.S. Government Customers. The Services and Documentation are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Services and Documentation. If Customer is using Services and Documentation on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer must immediately discontinue use of the Services and Documentation. The terms listed above are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

(m) Survival. Except as otherwise set forth herein, the provisions of this Agreement that by their nature would survive its termination will survive indefinitely.

(n) Debarment, Suspension and Other Related Matters. Customer certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any U.S. federal, state, or local governmental department or agency.

(o) Compliance with Laws. The parties agree to comply with all applicable national, state, and local laws, orders, and regulations during the Term.

(p) Third Party Beneficiary. No third party beneficiary relationships are intended or created by this Agreement.

(q) Independent Contractors. Customer’s relationship to Morning Consult will be that of an independent contractor. Neither Customer nor Morning Consult and its employees are agents or legal representatives of the other party for any purpose and have no authority to act for, bind, or commit the other party. This Agreement does not establish a franchise, joint venture, partnership, or agency relationship.

(r) Amendment. We may modify these Terms at any time by posting a revised version on this website or by sending a message to the e-mail address associated with your MC Pro Account. The modified terms will become effective upon posting or, if we notify you by e-mail, as stated in the e-mail message, whichever is earlier. If these Terms apply to you because you have previously (i) clicked an “I Accept” button or checkbox presented with these Terms or (ii) commenced use of any of the Services, your continued use of the Services after the effective date of any modifications to these Terms shall constitute your agreement to be bound by the Terms as modified. It is your responsibility to check this website regularly for modifications to these Terms. If you choose not to accept any modifications to these Terms, your only recourse is to stop using the Services. We last modified the Terms on the date listed below:

Updated as of July 9, 2024.