MSA
MSA
MSA
MSA
MSA
Master Subscription & Services Agreement Terms.
Effective January 24, 2026.
This Master Subscription & Services Agreement (this “Agreement”) is entered into as of the Effective Date on the Order Form by and between Ingenee Inc., a Delaware corporation, doing business as Ingenee.ai (“Ingenee” or “Company”), and the customer identified in the applicable Order Form (“Customer”).
Ingenee and Customer may each be referred to as a “Party” and collectively as the “Parties.”
This Agreement governs Customer’s access to and use of Ingenee’s software platform, services, integrations, implementation services, support, and related products.
1. DEFINITIONS
1.1 “Authorized User”
Means an employee, contractor, or other individual authorized by Customer to access and use the Services under Customer’s subscription.
1.2 “Customer Data”
Means all data, information, metadata, files, schedules, programming information, rights information, content information, catalog information, credentials, and other materials submitted, uploaded, transmitted, or otherwise provided by or on behalf of Customer to Ingenee through the Services.
Customer Data may include, without limitation:
Content metadata
Catalog files
Programming schedules
Rights information
Availability information
Content identifiers
Images and artwork
Descriptions and synopses
Channel information
Programming rules
Existing schedules
Distribution information
API data
Other operational information supplied by Customer
1.3 “Ingenee Platform” or “Services”
Means the hosted Ingenee software platform and related functionality made available under an Order Form, including applicable functionality for:
Content library management
Metadata enrichment
VOD programming
FAST and linear scheduling
Localization
Publishing and distribution workflows
Analytics and optimization
Export generation
API and integrations
AI-assisted content operations
Other functionality identified in an applicable Order Form.
1.4 “Order Form”
Means a written or electronic ordering document executed by the Parties that identifies the Services, subscription plan, fees, term, capacity, implementation scope, and other applicable commercial terms.
1.5 “AI Services”
Means any functionality of the Services that uses artificial intelligence, machine learning, generative AI, automated reasoning, recommendation systems, or similar technologies.
1.6 “Output”
Means information, recommendations, classifications, metadata, schedules, programming decisions, exports, summaries, or other results generated by the Services based on Customer Data, Customer configurations, or Customer instructions.
1.7 “Third-Party Services”
Means third-party software, APIs, data providers, platforms, content databases, cloud infrastructure, distribution systems, or other services that integrate with or are used in connection with the Services.
2. ACCESS TO THE SERVICES
2.1 Subscription Right
Subject to Customer's payment of applicable fees and compliance with this Agreement, Ingenee grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Services solely for Customer's internal business operations.
2.2 Authorized Users
Customer may permit its Authorized Users to access the Services up to the number of Authorized Users specified in the applicable Order Form.
Customer is responsible for:
maintaining the confidentiality of account credentials;
all activity occurring under its accounts;
ensuring Authorized Users comply with this Agreement; and
promptly notifying Ingenee of unauthorized access.
2.3 Customer Restrictions
Customer shall not: Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services; copy, reproduce, modify, or create derivative works of the Services except as expressly permitted; rent, lease, sublicense, resell, or otherwise make the Services available to third parties except as expressly authorized in writing; use the Services to develop a substantially competing product; circumvent subscription limits or technical restrictions; interfere with the security, integrity, or performance of the Services; or use the Services in violation of applicable law.
3. INGENEE SERVICES
The specific Services purchased by Customer shall be identified in the applicable Order Form.
Depending on the subscription selected, Ingenee may provide:
3.1 Content Library Management
Centralization and organization of content libraries, including visibility into titles, metadata, availability, rights, territories, genres, collections, and operational attributes.
3.2 Metadata Enrichment
AI-assisted workflows to enrich, normalize, organize, tag, classify, and improve metadata.
3.3 VOD Programming
Creation and optimization of VOD collections, rails, rows, and merchandising experiences based on content attributes, audience objectives, programming strategy, seasonality, performance, and business priorities.
3.4 FAST & Linear Scheduling
Creation and optimization of 24/7 programming schedules across FAST and linear channels, including dayparts, programming blocks, repetition, title spacing, events, stunts, channel identity, and rights considerations.
3.5 Localization
Support for metadata translation, content organization, market-specific programming, and preparation for international expansion.
3.6 Publishing & Distribution Workflows
Preparation of programming and content information for downstream publishing and distribution across Customer's systems and destinations.
3.7 Analytics & Optimization
Use of available performance signals and audience intelligence to improve programming, merchandising, scheduling, and content utilization decisions.
3.8 Exports
Ingenee may generate CSV, XLSX, XML, API, or other exports based on Customer's configured workflow and supported integrations.
Where Customer requires a proprietary or customized downstream export format, the scope of such customization shall be determined during implementation and may be subject to a separate Order Form or written statement of work.
4. IMPLEMENTATION AND ONBOARDING
4.1 Implementation
Ingenee will work with Customer to configure the Services and establish the initial workflow. Implementation may include:
Phase 1 - Setup
Account configuration
User access
Catalog ingestion
Metadata configuration
Programming configuration
Export configuration
Phase 2 - Integration
CMS integration
Scheduling integration
Distribution endpoint configuration
API configuration
Export workflow configuration
Phase 3 - Launch
Testing and validation
Team training
Production launch
Ongoing optimization
4.2 Implementation Timeline
The estimated implementation timeline is three (3) to four (4) months, subject to the scope of integrations, Customer requirements, Customer responsiveness, and third-party technology providers. If no integration to playout system is required, say Customer exports XML, CSV, TCT, etc, and sends to their playout system, no implementation timeline of three (3) to four (4) months is needed.
Any implementation timeline provided by Ingenee is an estimate and not a guaranteed completion date unless expressly stated otherwise in an Order Form.
4.3 Customer Cooperation
Customer shall provide reasonable access to information and systems necessary for implementation, including where applicable:
Content metadata
Catalog files
Rights information
Programming rules
Existing schedules
API credentials
Distribution endpoint information
Technical documentation
Appropriate team contacts
Access to applicable third-party systems
Delays caused by Customer or third-party systems may extend the implementation timeline.
5. CUSTOMER DATA
5.1 Ownership
As between the Parties, Customer retains all right, title, and interest in Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Ingenee.
5.2 License to Ingenee
Customer grants Ingenee a limited, worldwide, non-exclusive license to host, reproduce, transmit, process, modify, analyze, and otherwise use Customer Data solely as reasonably necessary to:
provide the Services;
operate Customer's Ingenee workspace;
generate Outputs;
provide support;
perform integrations;
maintain security;
troubleshoot technical issues; and
perform the Services contemplated by this Agreement.
5.3 Customer Responsibility
Customer represents that it has all rights, permissions, licenses, and authorizations necessary for Ingenee to process Customer Data as contemplated by this Agreement. Customer remains responsible for the accuracy, legality, and completeness of Customer Data.
6. AI AND AUTOMATED OUTPUTS
6.1 AI-Assisted Services
Ingenee may use artificial intelligence and machine-learning technologies to analyze Customer Data and generate Outputs, including metadata, classifications, recommendations, programming schedules, content groupings, optimization suggestions, and other operational recommendations.
6.2 Human Review
Ingenee is an intelligent decision-support and automation platform, not a substitute for Customer's professional judgment. AI-generated or automated Outputs may contain errors, omissions, inaccuracies, or inappropriate recommendations. Customer is responsible for reviewing Outputs before publishing, distributing, transmitting, or executing them.
6.3 Operational Verification
Ingenee does not warrant that AI-generated Outputs will always be accurate, complete, current, or error-free. Customer shall inspect and validate material Outputs before:
publishing content;
transmitting schedules;
distributing programming;
executing downstream automation;
making rights decisions;
making commercial decisions; or
taking other actions that could materially affect Customer's business.
6.4 No Guarantee of Accuracy
6.5 AI Improvement
Ingenee may use aggregated and de-identified information concerning the use and performance of the Services to improve the Services, provided that such information does not identify Customer or disclose Customer's Confidential Information.
Ingenee will not use Customer's confidential content library, proprietary programming strategy, or identifiable Customer Data to train a generalized model in a manner that discloses Customer's information to another customer without Customer's authorization.
6.6 Third-Party AI Providers
Certain AI functionality may be provided through third-party infrastructure or AI service providers. Ingenee will use commercially reasonable measures to ensure that such providers process Customer Data only as necessary to provide the applicable Services and under appropriate contractual protections.
7. INGENEE INTELLECTUAL PROPERTY
7.1 Ingenee Ownership
Ingenee owns and retains all right, title, and interest in:
the Ingenee Platform;
software;
source code;
object code;
algorithms;
models;
workflows;
architecture;
interfaces;
APIs;
designs;
documentation;
methodologies;
templates;
system configurations;
know-how;
improvements;
enhancements; and
all related intellectual property rights.
7.2 Feedback
Customer may provide suggestions, recommendations, or feedback regarding the Services. Customer grants Ingenee the right to use such feedback without restriction or compensation, provided that Ingenee does not identify Customer as the source of such feedback without permission.
7.3 Customer Outputs
Subject to Ingenee's underlying intellectual property rights, Customer may use Outputs generated specifically for Customer through its authorized use of the Services for its internal business and operational purposes.
8. THIRD-PARTY SERVICES AND INTEGRATIONS
The Services may integrate with third-party systems, including content management systems, metadata providers, cloud infrastructure, scheduling systems, distribution systems, APIs, data services, and other platforms.
Customer acknowledges that:
third-party systems are outside Ingenee's control;
third-party services may change or become unavailable;
Ingenee does not guarantee the continued availability of third-party integrations; and
Customer may be required to maintain separate accounts or agreements with third-party providers.
Customer remains responsible for complying with applicable third-party terms.
9. FEES AND PAYMENT
9.1 Subscription Fees
Customer shall pay the fees identified in the applicable Order Form.
9.2 Additional Capacity
Customer shall pay the fees identified in the applicable Order Form.
9.3 Taxes
Fees do not include applicable sales, use, VAT, or other taxes. Customer shall be responsible for applicable taxes other than taxes based on Ingenee's net income.
9.4 Payment Terms
Unless otherwise stated in the Order Form, invoices are payable within fourteen (14) business days of the invoice date.
9.5 Late Payment
Ingenee may charge interest on undisputed overdue amounts at the lesser of 2.5% per month or the maximum amount permitted by law. If an undisputed payment remains unpaid after written notice, Ingenee may suspend access to the Services until payment is received.
10. SUBSCRIPTION TERM AND RENEWAL
The subscription term shall be stated in the applicable Order Form.
Unless otherwise stated:
the initial subscription is for twelve (12) months; and
the subscription automatically renews for successive twelve-month periods unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
11. SUPPORT
Ingenee will provide standard customer support during the Subscription Term, including:
onboarding assistance;
configuration support;
product training;
platform support;
email support;
workflow guidance;
technical troubleshooting;
documentation;
bug reporting;
product updates; and
standard customer success support.
Any enhanced SLA, dedicated support, guaranteed response time, or 24/7 support arrangement must be expressly stated in the applicable Order Form.
12. AVAILABILITY AND SERVICE MODIFICATIONS
Ingenee will use commercially reasonable efforts to maintain availability of the Services.
The Services may periodically be unavailable due to:
scheduled maintenance;
emergency maintenance;
infrastructure failures;
third-party service interruptions;
telecommunications failures;
internet outages;
security incidents;
force majeure events; or
circumstances outside Ingenee's reasonable control.
Ingenee may modify, enhance, or update the Services from time to time. Ingenee will not materially reduce the core functionality purchased by Customer during the then-current subscription term without providing reasonable notice.
13. CONFIDENTIALITY
Each Party may receive confidential or proprietary information belonging to the other Party.
The receiving Party shall:
use Confidential Information only to perform or receive services under this Agreement;
protect Confidential Information using reasonable measures;
not disclose Confidential Information except to employees, contractors, professional advisors, or service providers who have a need to know and are bound by confidentiality obligations; and
promptly notify the disclosing Party of any unauthorized disclosure of which it becomes aware.
Confidential Information does not include information that:
a. is publicly available through no breach of this Agreement;
b. was already lawfully known by the receiving Party;
c. is lawfully received from a third party without restriction; or
d. is independently developed without use of Confidential Information.
These obligations shall survive termination of this Agreement for five (5) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.
14. DATA SECURITY AND PRIVACY
Ingenee will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. Where Ingenee processes Personal Information on behalf of Customer, the Parties shall execute a mutually acceptable Data Processing Addendum (“DPA”) where required by applicable privacy law.
The DPA may address:
processing instructions;
security;
subprocessors;
data subject rights;
breach notification;
international transfers;
deletion and return of Personal Information.
15. SECURITY INCIDENTS
Ingenee will notify Customer without undue delay after confirming a security incident involving unauthorized access to Customer Data that Ingenee reasonably determines requires notification under applicable law. Ingenee will take commercially reasonable steps to investigate, contain, and remediate such incident.
16. WARRANTIES
16.1 Mutual Authority
Each Party represents that it is duly organized and validly existing; it has authority to enter into this Agreement; and execution of this Agreement does not violate another agreement binding upon it.
16.2 Ingenee Warranty
Ingenee warrants that the Services will substantially perform the material functionality described in the applicable Order Form and Documentation. If the Services materially fail to conform to this warranty, Ingenee's primary obligation shall be to use commercially reasonable efforts to correct the nonconformity.
16.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, INGENEE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY ACCURATE. AI-GENERATED OUTPUTS ARE SUBJECT TO THE LIMITATIONS DESCRIBED IN SECTION 6.
17. CUSTOMER INDEMNIFICATION
Customer shall defend, indemnify, and hold harmless Ingenee and its officers, directors, employees, and agents from third-party claims arising from: Customer's unlawful use of the Services; Customer Data infringing a third party's intellectual property rights; Customer's violation of applicable law; Customer's violation of third-party rights relating to content supplied to Ingenee; or Customer's material breach of this Agreement.
18. INGENEE INDEMNIFICATION
Ingenee shall defend Customer against a third-party claim alleging that the Ingenee Platform, as provided by Ingenee and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark. Ingenee shall have no obligation for claims arising from:
Customer Data;
Customer modifications;
use of the Services in combination with systems not supplied by Ingenee;
use outside the scope of the Agreement; or
third-party services.
If such a claim occurs, Ingenee may:
procure the right for Customer to continue using the affected Services;
modify the Services to make them non-infringing; or
terminate the affected Services and refund prepaid unused fees for the affected period.
19. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR:
INDIRECT DAMAGES;
INCIDENTAL DAMAGES;
SPECIAL DAMAGES;
CONSEQUENTIAL DAMAGES;
LOSS OF PROFITS;
LOSS OF REVENUE;
LOSS OF BUSINESS;
LOSS OF GOODWILL; OR
LOSS OF ANTICIPATED SAVINGS,
ARISING OUT OF THIS AGREEMENT.
Except for excluded claims described below, each Party's aggregate liability arising out of or relating to this Agreement shall not exceed the greater of (a) the fees paid or payable by Customer to Ingenee during the twelve (12) months preceding the event giving rise to the claim.
The foregoing limitation shall not apply to:
Customer's payment obligations;
either Party's confidentiality obligations;
either Party's indemnification obligations;
infringement or misappropriation of the other Party's intellectual property;
fraud;
willful misconduct; or
liability that cannot legally be limited.
20. TERMINATION
Either Party may terminate this Agreement or an applicable Order if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice. Ingenee may terminate or suspend the Services for:
nonpayment;
unlawful use;
material security risks;
abuse of the Services; or
other material violations of this Agreement.
Customer may terminate for Ingenee's uncured material breach. Unless otherwise stated in the Order Form, termination for convenience does not entitle Customer to a refund of prepaid fees.
21. EFFECT OF TERMINATION
Upon expiration or termination:
Customer shall:
cease using the Services;
pay all outstanding amounts; and
cease access by Authorized Users.
Ingenee shall:
cease providing the Services after the effective termination date; and
upon written request, provide Customer with a reasonable opportunity to retrieve Customer Data in a commercially reasonable format.
Following the applicable data retrieval period, Ingenee may delete Customer Data in accordance with its standard data retention practices, except where retention is required by law.
22. PUBLICITY
Neither Party may publicly announce the commercial relationship or use the other's name, trademarks, or logos without prior written approval, except that Ingenee may identify Customer as a customer in a general customer list unless Customer opts out in writing. Any case study, press release, testimonial, or detailed public reference requires Customer's prior approval.
23. INSURANCE
Ingenee will maintain commercially reasonable insurance coverage appropriate for a SaaS technology company of its size and stage, subject to commercially reasonable availability and cost. Specific insurance requirements may be established in an Order Form for enterprise customers.
24. FORCE MAJEURE
Neither Party shall be liable for failure or delay caused by circumstances beyond its reasonable control, including:
natural disasters;
war;
terrorism;
governmental actions;
labor disputes;
internet infrastructure failures;
cloud provider failures;
telecommunications failures;
cyberattacks not caused by the Party's failure to maintain commercially reasonable security; or
other events beyond reasonable control.
25. ASSIGNMENT
Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with: a merger; acquisition; corporate reorganization; or sale of substantially all of its assets, provided that the assignee agrees to assume the assigning Party's obligations.
26. INDEPENDENT CONTRACTORS
The Parties are independent contractors. Nothing in this Agreement creates a partnership; joint venture; employment relationship; fiduciary relationship; or agency relationship. Neither Party has authority to bind the other.
27. NOTICES
Formal notices under this Agreement shall be provided in writing by email, recognized courier, or certified mail to the addresses identified in the applicable Order Form. Email notices shall be deemed received when confirmation of delivery is reasonably available.
28. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The Parties agree that courts located in Delaware shall have jurisdiction over disputes arising from this Agreement, subject to any mutually agreed arbitration provision.
29. DISPUTE RESOLUTION
Before initiating litigation, the Parties shall attempt in good faith to resolve any material dispute through executive-level discussions. If the dispute cannot be resolved within ninety (90) days, either Party may pursue available legal remedies.
30. GENERAL
This Agreement, together with all applicable Order Forms, Statements of Work, Data Processing Addenda, and incorporated policies, constitutes the entire agreement between the Parties regarding the Services. In the event of conflict:
the Data Processing Addendum controls with respect to data protection matters;
the applicable Order Form controls with respect to commercial terms and specific purchased Services;
a mutually executed Statement of Work controls with respect to the specific implementation or professional services described therein; and
this Agreement controls all other matters.
No purchase order or Customer procurement document shall modify this Agreement unless expressly accepted in writing by an authorized representative of Ingenee. Any amendment must be in writing and signed by authorized representatives of both Parties. If any provision is found unenforceable, the remaining provisions shall remain in effect. The failure to enforce any provision shall not constitute a waiver.
This Agreement may be executed electronically and in counterparts.