By using this Web Site, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. For the purposes of this Agreement, "using" or "use" shall mean any accessing, browsing, downloading, posting of messages, creation, maintenance, or manipulation of information stored on MediaDefined's servers.
GENERAL TERMS AND CONDITIONS
This Agreement states the terms and conditions by which MediaDefined will deliver and Customer will receive services provided by MediaDefined, ("Service"). The term "You" refers to the Customer, individual or legal entity, as applicable, that registers for or uses the Service. This Agreement is intended to cover any and all Services used by Customer and provided by MediaDefined.
2. Charges and Payment of Fees.
You will pay all fees or charges to Your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide MediaDefined with valid credit card or purchase order information as a condition to signing up for the Service. You must also report and pay any applicable taxes to the appropriate governmental agency. Purchase orders may be subject to credit approval.
2.2 Collections and Renewal.
MediaDefined charges and collects in advance for use of the Service. MediaDefined will automatically renew and bill Your credit card or issue an invoice to You as follows: (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) upon the commencement of the initial term and then at each subsequent anniversary for annual licenses, or (d) quarterly or annually for annual subscriptions. The renewal charge will be equal to the then-current number of total licenses times the then-current license fee in effect at the time of renewal. Licenses added or subtracted during a billing period will be billed on a pro rata basis. License charges will be based on the number of licenses contracted for, whether or not such licenses are actively used. Charges for other services will be billed as agreed at the time such services are requested. MediaDefined reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to You, which notice may be provided by e-mail.
For credit card payers, invoices will be generated at the start of a license or billing period and Your credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. Your account will be considered delinquent if payment in full is not received by the license or billing period start date.
2.4 Billing and Contact Information.
You agree to provide MediaDefined with complete and accurate billing and contact information if the terms of Your MediaDefined account require You to pay for the Service. This information includes Your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information You have provided is false or fraudulent, MediaDefined reserves the right to terminate Your access to the Service in addition to any other legal remedies.
If You believe that You have been incorrectly billed by MediaDefined, You must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
MediaDefined reserves the right to suspend or terminate this Agreement and Your access to the Service if Your account becomes delinquent. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for Your licenses during any period of suspension. If You or MediaDefined initiate termination of this Agreement, You will be obligated to pay the balance due on Your account computed in accordance with the Charges and Payment of Fees section above. You agree that MediaDefined may charge such unpaid fees to Your credit card or otherwise bill You for such unpaid fees.
4. Non-Transferable License.
MediaDefined and its licensors grant to You a personal, non-exclusive, non-transferable license to use and display the audio and visual information, documents, products and software contained in or made available through the Service (the "Content") solely for Your own internal business purposes. All rights not expressly granted by MediaDefined to You are reserved.
You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for Your personal use. Unauthorized use or resale of the Service is expressly prohibited. You shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third party. You shall not create Internet "links" to the Service or "frame" or "mirror" any Content contained on, or accessible from, the Service on any other server or Internet-based device. You are advised to consult with Your broker or other financial representative to verify pricing information prior to the execution of any security trade based upon the Content.
6. Third Party Interaction.
In Your use of the Service, You may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between You and the applicable third-party. MediaDefined shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such third-party.
7. Links to Third Party Sites.
MediaDefined does not endorse any sites on the Internet which are linked through the Service. MediaDefined is providing these links to You only as a matter of convenience, and in no event shall MediaDefined be responsible for any content, products, or other materials on or available from such sites.
8. User Accounts.
A user account is required to access the Service and may be accessed and used only by those authorized individuals who are registered with MediaDefined. To open a user account, You or Your company must complete the registration process by providing MediaDefined with current, complete and accurate information as prompted by the registration form. In registering for the Service, You and Your company's users agree to submit accurate, current and complete information about You and Your organization, and promptly update such information. Should MediaDefined suspect that such information is untrue, inaccurate, not current or incomplete, MediaDefined has the right to suspend or terminate Your use of the Service. You must choose a personal, non-transferable password. User accounts cannot be "shared" or used by more than one individual. User licenses can be transferred to a new user only if a previous user becomes inactive and is unable to access the Service.
9. User Responsibilities.
You are solely responsible for any and all activities that occur under Your account and ensuring that You exit or log-off from Your account at the end of each session of use. You shall notify MediaDefined immediately of any unauthorized use of Your password or account or any other breach of security that is known or suspected by You. You shall also use Your best efforts to stop immediately any copying or distribution of Content that is known or suspected by You. MediaDefined shall not be responsible for any unauthorized access to, or alteration of, Your transmissions or data, any material, information or data sent or received, regardless of whether the data is actually received by MediaDefined, any transactions entered into through the Service, or any failure by You to abide by this Agreement.
10. Account Information and Data.
MediaDefined does not own any data, information or material that You submit to the Service ("Data"), unless we specifically tell You otherwise before You submit it. MediaDefined will not monitor, edit, or disclose any information regarding You or Your account, including any Data, without Your prior permission except in accordance with this Agreement or as may be required by law. Please be aware that MediaDefined does provide certain user registration and statistical information such as usage or user traffic patterns in aggregate form to third parties, but such information will not include personally identifying information and Your IP address will not be transmitted with messages sent from Your MediaDefined account. MediaDefined may access Your account, including its Data, to respond to service or technical problems or as stated in this Agreement. You, not MediaDefined, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data, and MediaDefined shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.
11. Use, Storage and Other Limitations.
MediaDefined reserves the right to establish or modify general practices and limits concerning use of the Service, including without limitation the maximum number of days that Content will be retained by the Service and the maximum disk space that will be allotted on MediaDefined's servers on Your behalf. The usage, storage and other limitations are set forth in the Service Orders.
12. User Conduct.
You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the Service. In addition, without limitation, You agree not to use the Service or information from the Service to: (a) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (c) transmit through or post on the Service unlawful, harassing, libelous, abusive, harassing, tortious, defamatory, threatening, harmful, invasive of another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity; (e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs or cancelbots; (f) interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (g) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (h) harass or interfere with another user's use and enjoyment of the Service.
13. Termination/Reduction in Service Level.
For monthly, quarterly or annual licenses, this Agreement is automatically renewable monthly, quarterly or annually, respectively, unless either party requests termination or a change in service level. Either party may terminate this Agreement or reduce the level of service by notifying the other party in writing at least one month in advance of the termination date. You will be billed for the period from the date You initiate the termination/reduction up to and including the date one month following the date You initiated the termination/reduction at the service level prior to such termination/reduction. Upon termination/reduction, You will be granted a refund of any prepaid charges applicable to the period starting one month after our receipt of Your written notice of the termination/reduction.
For annual subscriptions, this Agreement commences upon the Start Date (as set forth in the Order Form), is non-cancelable, and, unless terminated for cause by MediaDefined as set forth below, continues for the Initial Term set forth in the Order Form. This Agreement then will automatically renew for subsequent one (1) year terms at MediaDefined's then-current fees unless one party provides the other with written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current term.
14. Termination for Cause.
14.1 Unauthorized Use.
Any unauthorized access, use, copying, disclosure, distribution, or sublicensing by You or with Your aid or consent of the Service or Content or any related methods, algorithms, techniques, or processes will be deemed a material breach of this Agreement.
MediaDefined in its sole discretion may terminate Your password, account or use of the Service and remove and discard any Data within the Service if You breach or otherwise fail to comply with this Agreement. MediaDefined will make available a file of Your data within 30 days of termination if You so request at the time of notification of termination. In addition, MediaDefined may terminate a free account if You do not first log-on within 30 days after registration or if 90 days have passed since You last logged-on. Upon termination of an account, Your right to use such account and the Service immediately ceases, and MediaDefined shall have no obligation, except as stated above, to maintain any Data stored in Your account or to forward any Data to You or any third party.
Cookies are files that Your web browser places on Your computer's hard drive and are used to tell us whether You have visited the Service previously. MediaDefined uses a persistent cookie to help save and retrieve usernames used on the Service. MediaDefined issues a session cookie only to record encrypted authentication information for the duration of a specific session. The session cookie does not include the username or password of the user.
17. Proprietary Rights.
Except for the licenses granted herein, You have no right, title or interest in or to MediaDefined, the Service or any Content of MediaDefined or its licensors, including, without limitation, documentation, stories, articles, text, images, and other multimedia data and all such right, title and interest shall remain exclusively with MediaDefined and its licensors, as applicable. MediaDefined and/or other MediaDefined products and services referenced herein are either trademarks or registered trademarks of MediaDefined. The names of other companies and products mentioned herein may be the trademarks of their respective owners.
18. Mutual Indemnification.
18.1 Your Indemnification.
You shall indemnify and hold MediaDefined, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any unauthorized or improper use of the Service or Content or any breach of this Agreement by You.
18.2 MediaDefined Indemnification.
MediaDefined shall indemnify and hold You and Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with Your proper and authorized use of the Service or Content.
19.1 Normal Use Warranty.
MEDIADEFINED WARRANTS THAT THE SERVICE PROVIDED WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE FUNCTIONS DESCRIBED IN THE ONLINE MEDIADEFINED PRODUCT HELP DOCUMENTATION UNDER NORMAL USE AND CIRCUMSTANCES.
19.2 No Warranty.
EXCEPT AS PROVIDED IN SUBSECTION 19.1 ABOVE OR THE ATTACHED SERVICE ORDER: MEDIADEFINED AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. MEDIADEFINED AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (V) ERRORS OR DEFECTS WILL BE CORRECTED, OR (VI) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MEDIADEFINED AND ITS LICENSORS.
20. Limitation of Liability.
20.1 Aggregate Liability.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY OR DUE FROM YOU (WHICHEVER IS GREATER) IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO YOUR USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20.2 No Damages.
IN NO EVENT SHALL EITHER PARTY'S LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOST PROFITS) OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), ARISING UNDER THIS AGREEMENT OR FROM PERFORMANCE THEREUNDER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT THEY HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED, OR FOR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT.
21. Additional Rights.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to You.
22. Local Laws and Export Control.
22.1 Export Controls.
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using this site, User represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.
22.2 Encryption Technology.
This site may use encryption technology that is subject to licensing requirements under the Export Administration Regulations. For more information, see the Export Administration Regulations, 15 C.F.R. Parts 730-774.
22.3 No Representation.
MediaDefined makes no representation that the Service is appropriate or available for use in other locations. If You use the Service from outside the United States of America, You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States Government for such purposes.
MediaDefined alone will own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by You relating to the Service ("Submissions") and You agree to assign such Submissions to MediaDefined free of charge. MediaDefined may use such Submissions as it deems appropriate in its sole discretion.
MediaDefined may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on record in MediaDefined's account information, or by written communication sent by first class mail to Your address on record in MediaDefined's account information. You may give notice to MediaDefined (such notice shall be deemed given when received by MediaDefined) at any time by any of the following: letter sent by confirmed facsimile to MediaDefined at the following fax number: (855) 872-1437; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to MediaDefined at the following address: MediaDefined, 3002A Commerce Street, Dallas, Texas 75226.
25. Modification to Terms.
MediaDefined reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify You by posting an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Your consent to such changes.
This Agreement may not be assigned except by MediaDefined (i) to a parent or subsidiary thereof, or (ii) to an acquirer of assets thereof. Any purported assignment in violation of this section shall be void.
The rights and limitations in this Agreement are also for the benefit of MediaDefined's licensors each of whom shall have the right to enforce its rights hereunder directly and on its own behalf.
This Agreement will be governed by Texas law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You shall bring all disputes, actions, claims, or causes of action related to this Agreement or in connection with the Service only in the federal and state courts located in Dallas, Texas. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. The English language version of this Agreement shall control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and MediaDefined as a result of this agreement or use of the Service. The failure of MediaDefined to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by MediaDefined in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between You and MediaDefined and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
29. Questions or Additional Information.
If You have questions regarding this Agreement or wish to obtain additional information, please send e-mail to info@MediaDefined.com.