Terms of Service
As of December 18, 2017
Your use of Mediavo, Inc. (“Mediavo,” “our,” “we,”) websites as well as any of the services or products that may be offered on our websites by Mediavo from time to time (collectively, the websites, the services and/or the products are hereinafter referred to as the “Offerings”) are at all times subject to the following Terms of Service (these “Terms”).
Section 1. Rights, Restrictions and Licenses.
(a) Our Offerings include (i) Mediavo sourced content, (ii) third party content sourced from our partners or providers, and (iii) in some cases, user-generated content, sourced from you or other users of our Offerings. For purposes of clarity, such materials include without limitation, photographs, marks, logos, written content, illustrations, graphics, images, sound or video clips, and Flash animation, whether owned by us or our partners. You acknowledge and agree that all materials published on our Offerings are protected by applicable copyright and/or trademark law. We do not guarantee the accuracy, the integrity, or the quality of the content on our Offerings, and you may not rely on any of this content. Under no circumstances will we be responsible for third party content, regardless of its source. We have the right, without obligation, to remove any content that may, in our sole discretion, violate these Terms or that is otherwise objectionable.
(b) Under no circumstances are you permitted to reproduce, publish, distribute, sell, modify, transfer, transmit, create derivative works of, or in any way exploit any of the materials or content on our Offerings in whole or in part. Please email us at email@example.com if you would like to request permission to use any content contained within the Offerings, provided that you understand and agree that we maintain the absolute and sole right to grant or deny such permission in our sole discretion.
(c) The technology and the software underlying our Offerings is the property of Mediavo, our affiliates, and/or our partners. You agree not to sell, assign, distribute, reverse engineer, copy, modify, rent, lease, loan, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Offerings. You agree not to modify the software underlying our Offerings in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to our Offerings.
(d) Any materials that you make available on our Offerings in any way (“Your Content”). You certify that you own all intellectual property rights in Your Content. You hereby grant a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable, license to us, our partners and affiliates, to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content for any purpose we may choose, including the distribution, display and storage of Your Content within our Offerings or otherwise in any form, medium, or technology now known or later developed.
Section 2. Third-party websites, products, and services.
(a) Our Offerings contain links to other Internet websites and offerings owned by third parties. Your use of each of those websites and offerings is subject to the conditions, if any, that each of those websites and offering have posted. You acknowledge and agree that we have no control over websites and offerings that are not ours, and we are not responsible for any changes to and/or content on them. Our inclusion on our Offerings of any third-party content or a link to a third-party website or offering is not an endorsement of that content or third-party site.
(b) Your correspondence or related activities with third parties, including payment transactions and goods-delivery transactions, are solely between you and that third party. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any of your transactions with third parties. Any questions, complaints, or claims related to any product or service should be directed to the appropriate vendor.
Section 3. Mediavo Paid Offerings. Some of our Offerings require you to pay a fee, as described in the specific conditions included where those Offerings are available. You agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in U.S. dollars. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.
Section 4. Communications to You. You understand and agree that our Offerings may include advertisements and that by utilizing our Offerings, you agree to receive such advertisements. You further understand and agree that our Offerings may include communications from us or from our partners to you and that these communications are considered part of the Offerings. Your continued use of the Offerings shall be deemed your acceptance of these communications. You further understand and agree that you will not be able to opt out of receiving these messages. These communications may be made using whatever information you may provide to us from time to time, including, without limitation, e-mail addresses.
Section 5. Offerings Registration. Certain of our Offerings require that you register to use them before you will be provided access to them. You agree, in such cases, to provide true, current, accurate, and complete information and further agree to update such information as necessary. You are responsible for maintaining the confidentiality of your accounts and passwords. You may not reveal your password or login information to anyone else. Under no circumstances may you use anyone third party’s password. You agree to immediately notify us of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. We will not be responsible for any loss or damage that may result if you fail to comply with these requirements. Unauthorized access of our Offerings is a breach of these Terms and a violation of the law. You agree not to access our Offerings by any means other than through the interface that is provided by Mediavo for use in accessing our sites. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of our Offerings, except those automated means that we have approved in advance and in writing. In all cases, use of our Offerings is subject to existing laws and legal process and you should comply with such laws and legal process at all times. Nothing contained in these Terms shall limit our right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of our Offerings.
Section 7. Termination, Suspension and Other Rights of Mediavo.
(a) We at all times have the right, without obligation, to take certain actions with respect to our Offerings and your use of our Offerings in our sole and absolute discretion at any time and for any reason without giving you any prior notice, including, without limitation, the right to (i) terminate, suspend, or otherwise restrict your access to all or any part of our Offerings; (ii) remove, refuse, or move any material that you submit to our Offerings for any reason; (iii) remove, refuse, or move any content that is available on our Offerings; (iv) deactivate or delete your accounts, if any, and all related information and files in your account; and (v) establish general practices and limits concerning use of our Offerings.
(b) You agree that under no circumstances whatsoever will we be liable to you or any third party for taking any of the actions set forth in Section 7(a) above for any reason or no reason at all. You further agree to refrain from bringing any action against us for our taking any of the actions set forth in Section 7(a) above for any reason or no reason at all.
Section 8. Requests to Remove Content. If you believe that content you own has been copied and made accessible in a manner that violates your intellectual property rights, please contact us at firstname.lastname@example.org.
Section 9. Indemnification. You hereby agree to indemnify, defend and hold Mediavo and all of our officers, directors, owners, employees, agents, information providers, affiliates, partners, and licensors (collectively, the “Mediavo Indemnitees”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by any Mediavo Indemnitee in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement arising out of (i) your use of our Offerings; (ii) any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you; (iii) the content, the quality, or the performance of content that you submit to our Offerings; (iv) your connection to our Offerings; (v) your violation of these Terms; or (vi) your violation of the rights of any other person or entity. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
Section 10. Disclaimers; No Warranties;. We disclaim any responsibility for the deletion, the failure to store, the mis-delivery, or the untimely delivery of any information or material. We disclaim any responsibility for any harm resulting from downloading or accessing any information or material on the Internet using search results from our Offerings. We disclaim any responsibility for, and if you subscribe to one of our fee-based Offerings you will not be entitled to a refund as a result of, any service outages that are caused by our maintenance on the servers or the technology that underlies our Offerings, failures of our service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters or other destruction or damage of our facilities, acts of nature, war, civil disturbance, or any other cause beyond our reasonable control.
WE DO NOT WARRANT THAT OUR OFFERINGS WILL BE UNINTERRUPTED OR ERROR FREE. IN ADDITION, WE DO NOT MAKE ANY WARRANTY AS TO THE CONTENT ON OUR OFFERINGS. OUR OFFERINGS AND THEIR CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR OFFERINGS IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTY THAT (i) OUR OFFERINGS WILL MEET YOUR REQUIREMENTS, (ii) OUR OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR OFFERINGS WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU PURCHASE OR OBTAIN THROUGH OUR OFFERINGS WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS WILL BE CORRECTED. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR OFFERINGS. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF OUR OFFERINGS AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT.
NEITHER WE NOR OUR PARTNERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE OUR OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Section 11. Arbitration. Mediavo may elect to resolve any controversy or claim arising out of or relating to these Terms or our Offerings by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, New York, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in New York, New York, necessary to protect the rights or the property of you or Mediavo (or its agents, suppliers, and subcontractors), pending the completion of arbitration.
Section 12. Miscellaneous. We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on our Offerings or delivering them to you through e-mail. You may update your e-mail address by through our Offerings where you have provided contact information. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you. You have the right to request that we provide such notices to you in paper format, and may do so by contacting emailing us at email@example.com.
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Offerings or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
These Terms, including all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and Mediavo and govern your use of our Offerings, superseding any prior agreements that you may have with us.
These Terms shall be construed in accordance with the laws of the State of New York, and the parties irrevocably consent to bring any action to enforce these Terms before an arbitration panel or before a court of competent jurisdiction in New York, New York if seeking interim or preliminary relief or enforcement of an arbitration award.
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms shall continue in effect.
Section 13. Additional and Modified Terms and Conditions. Some of our Offerings may be subject to additional posted terms and/or conditions. Your use of those Offerings is subject to those additional terms and/or conditions, which are hereby incorporated into these Terms by reference. In the event of any conflict or inconsistency between these Terms and any additional posted terms and/or conditions, the provisions of the additional terms and/or conditions shall control. At any time and without notice to you, we may modify these Terms by posting revised Terms on our Offerings. Your use of our Offerings constitutes your unconditional and binding acceptance of these Terms, including any amendments, revisions, alterations, modifications and/or supplements that we make from time to time in accordance with the provisions of hereof.