Terms & Conditions

Last Updated: November 19, 2014

The website operated at mediavalet.com and such other locations as made available from time to time (collectively, the “Website”) and the software and services offered therefrom (collectively, the “Service”) are operated by MediaValet Inc.

By accessing or using the Service, you (“you” and, together with all persons accessing or using the Service, collectively, the “Users”) signify that you have read, understand and agree to be bound by these terms and conditions (these “Terms and Conditions”) in all respects with respect to the Website, our provision of the Service, and your use of them.

PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS DISCLAIMERS LIMITATIONS AND EXCLUSIONS THAT LIMIT OUR LIABILITY TO YOU, AND INDEMNITIES THAT INCREASE YOUR LIABILITY TO US.

  1. Amendments. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms and Conditions from time to time without further notice. If we do this, we will post the latest version of these Terms and Conditions on this page at mediavalet.com/termsandconditions, and we will indicate at the bottom of such page the date of the last revision or modification. Your continued use of the Service after any such change, modification, addition or deletion constitutes your acceptance of these Terms and Conditions as then revised. If you do not agree to abide by this or any future version of these Terms and Conditions, do not use or access (or continue to use or access) the Service. It is your responsibility to regularly check this page to determine if there have been changes to these Terms and Conditions and to review such changes.
  2. License and Grant of Access. Subject to these Terms and Conditions, we agree to provide the Service to you, and hereby grant to you a non-transferable, non-sublicensable, non-exclusive, limited right and license to access and use the Service as a User who has been authorized by a specific customer (the “Customer”) to use the Service pursuant to a completed and fully paid order form and subscription agreement (the “Customer Subscription”) for so long as such Customer Subscription remains in good standing and fully paid. Your use of and access to the Service will at all times be subject to the terms of such Customer Subscription.
  3. No Sale. You acknowledge and agree that nothing in these Terms and Conditions constitutes a sale of, or conveys to you any ownership right, title or interest in or to, the Service or any software owned or licensed by us, and all Intellectual Property Rights therein, where “Intellectual Property Rights” means any and all (i) proprietary rights provided under patent law, copyright law, trade-mark law, design patent or industrial design law, semi-conductor chip, trade secret law or mask work law, or any other applicable statutory provision or otherwise arising at law or in equity anywhere in the world, that may provide a right in Content (as defined below), software, source code, object code, marks, ideas, formulae, algorithms, concepts, methodologies, techniques, inventions, or know-how, or the expression or use thereof, (ii) applications, registrations, licenses, sublicenses, agreements, or any other evidence of a right in any of the foregoing, and (iii) past, present, and future causes of action, rights of recovery, and claims for damage, accounting for profits, royalties, or other relief relating, referring, or pertaining to any of the foregoing. All right, title and interest (including all Intellectual Property Rights) in and to the Service is and will at all times be fully vested in us except as otherwise expressly set out in these Terms and Conditions.
  4. Access and User Account. The Service may be accessed directly through the graphical interface created by us and customized for the Customer (the “Customer Portal”) or indirectly using an application programming interface made available by us from time to time in respect of the Service whereby access to the Service is made available on an “as-is” and “as available” basis through systems other than the Customer Portal (the “MediaValet™ API”). You acknowledge and agree that (a) access to the Service is User-based, (b) in order to access the Service, you have been given an account with credentials for accessing the Service as a User who is authorized by the Customer to use the Service, such credentials including a login name and password (the “User Account”), (c) your User Account is assigned to you as a designated, named individual only, and (d) that your User Account may not be shared or used by or with any other person.
  5. Account Use. Your access to the Service requires a valid User Account, and you are responsible for the maintenance, confidentiality and security of all passwords related to your User Account, and any and all activities that occur under your User Account (whether with or without your permission). You will notify us as soon as practicable after you obtain or receives knowledge of (a) any unauthorized use of your User Account or password related to your User Account, or (b) any other breach of security with respect to your User Account. You will provide true, current, accurate and complete information as prompted by the User Account-creation process or as otherwise requested by us from time to time and will promptly update such information when any changes occur so as to keep such information held by us true, current, complete and accurate.
  6. Things You Must Do. You will

(a) unless otherwise set out on the Customer Subscription, only use the Service as a final archive for “Content”, which includes any trade names, trade-marks, domain names or works of authorship, including without limitation text, posts, messages, audiovisual material, documentation, multimedia elements, photos, videos, music, sounds, images, designs, illustrations, presentations, documents, files, data, templates, listings, logos, marks, tags, code, software, their selection and arrangement, and other resources, information and materials,

(b) be responsible for full compliance with these Terms and Conditions, as well as the accuracy, quality, integrity and legality of any Content posted, uploaded, transmitted or otherwise made available by you using the Service, where such Content belongs to, or was developed, created or otherwise acquired or provided (except from us) by you or the Customer (collectively, the “Customer Content”), and of the means by which you acquire Customer Content,

(c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify us promptly of any threatened or actual unauthorized access or use, and

(d) use the Service only in accordance with all applicable laws, including local, provincial, state, national and foreign laws, treaties and regulations as well as court or governmental agency orders (the “Applicable Laws”), including all privacy laws and laws regarding the infringement of Intellectual Property Rights.

  1. Things You Must Not Do. At all times, you will not, and will not permit any other person to, directly or indirectly,

(a) share your User Account with any other person, and without restricting the generality of the foregoing, you will not make the Service available to anyone, or permit anyone to access the Service, through your User Account or otherwise, nor will you license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Service in any way,

(b) access the Service except through (i) the Customer Portal, or (ii) the MediaValet™ API, subject to any restrictions with respect to the MediaValet™ API disclosed in writing from time to time by us,

(c) use the Service in any manner that (i) contravenes, facilitates the violation of, or violates any Intellectual Property Rights of any person, (ii) contravenes, facilitates the violation of, or violates any Applicable Laws, (iii) extracts, gathers, collects, or stores or uses personal information in violation of Applicable Laws with respect to privacy of personal information, or (iv) functions as a content management system serving Content directly to clients or the public via any public or private-facing websites,

(d) alter, modify, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Service or any part thereof,

(e) create derivative works of the Service, or access the Service in order to (i) build a competitive product or service, (ii) copy any features, functions or Content (except for Customer Content) in connection with the Service, or (iii) access any Customer Content for which you do not have permission from the Customer to access,

(f) disable or circumvent any access control or related process or procedure established with respect to the Service, or attempt to gain unauthorized access to the Service,

(g) except as expressly permitted, remove any copyright or other proprietary notices on or in the Service or any part thereof,

(h) introduce into the Service, or reproduce, distribute or otherwise transmit, (i) any viruses, cancelbots, worms, time bombs, Trojan horses and other harmful, disruptive or other surreptitious or malicious components, code, files, scripts, agents programs (“Malicious Code”), or (ii) defamatory, infringing, indecent or unlawful Content, or any other software, materials or information, or

(i) impersonate or falsely represent association with any person, including our representatives, without the prior express, written permission of such person.

  1. Non-Compliance. You agree that we may, without notice or liability, but always subject to Applicable Laws, (a) disclose to any person any information or materials associated with your User Account, (b) monitor use of the Service, or (c) monitor, review and retain such Customer Content, material or information, if we believe in good faith that such activity is reasonably necessary to provide the Service to our customers, ensure adherence to or enforce these Terms and Conditions, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect ourselves or others. If we receive a complaint relating to your use of the Service, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, (x) investigate the complaint, (y) restrict, suspend or terminate your User Account or the Service involved, or (z) remove any Customer Content, information or materials from the Service or from our possession or control. Nothing in the foregoing imparts upon us any obligation to actually monitor, review, or remove any Customer Content or information.
  2. Customer Content. We do not claim ownership of, and except as expressly set out in these Terms and Conditions, assume no responsibility with respect to, any Customer Content. All right, title and interest (including Intellectual Property Rights) in and to Customer Content, will at all times be fully vested in you, the Customer, or other users, as applicable, except as follows:

(a) Rights and License to Customer Content—by transmitting, storing, displaying, processing or otherwise using Customer Content in any way with respect to the Service, you will be deemed to have

(i) represented and warranted to us that you have all rights, titles and interests (including all Intellectual Property Rights) in and to such Customer Content for its use with the Service and for the license granted to us below,

(ii) granted to us a royalty-free, worldwide, transferable, sub-licensable, irrevocable license to use, copy, distribute, transmit, display, edit, delete, modify, publish and translate Customer Content solely to the extent reasonably required for (A) the proper transmission, storage, display or other usage or performance thereof in connection with the Service and (B) the performance of our obligations, and

(b) Statistical Analysis—we reserve the right to perform statistical analysis of access to and use of the Service and Customer Content, including network traffic and access requests, for the purposes of measuring the effectiveness of the Service, optimizing performance, and ensuring compliance with these Terms and Conditions.

  1. Privacy. We acknowledge and agree that Customer Content may contain sensitive information and, in connection therewith, we will comply fully with our privacy policy as available at mediavalet.com/privacypolicy. However, you acknowledge and agree that (a) your use of the Service may utilize, in whole or in part, the public Internet and third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in any jurisdiction., and (b) Customer Content will be stored with an external, third-party hosting provider.
  2. Feedback. From time to time during your use of the Service, you may provide us with comments, suggestions, ideas and impressions of the Service (“Feedback”). You acknowledge and agree that (a) by disclosing such Feedback to us, you will be deemed to have granted to us a royalty-free, worldwide, transferable, sub-licensable, non-exclusive, irrevocable and perpetual license to use, modify, adapt, improve or incorporate such Feedback into the Service, and (b) the opportunity to use the Service is good and sufficient consideration for any contributions, through the Feedback or otherwise, to the design, improvement, or functionality of the Service and the transfer to us thereof.
  3. NO OTHER WARRANTIES; DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS,

(a) WE DO NOT REPRESENT OR WARRANT THAT ALL DEFECTS WILL BE CORRECTED OR THAT THE SERVICE WILL RUN ERROR FREE OR UNINTERRUPTED, AND THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS,

(b) THE CONDITIONS, REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUT HEREIN ARE IN LIEU OF, AND WE EXPRESSLY DISCLAIM, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED CONDITIONS, WARRANTIES OR REPRESENTATIONS IN RESPECT OF THE SERVICE WHATSOEVER, INCLUDING THE QUALITY, CONDUCT, PERFORMANCE, RELIABILITY, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, and

(c) YOU ACKNOWLEDGE AND AGREE THAT,

(i) AS YOU CONTROL YOUR USER ACCOUNT, WE SHALL HAVE NO RESPONSIBILITY FOR ANY ACCESS OR USE OF CUSTOMER CONTENT EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS, and

(ii) the Service may include links to other web sites or Content outside of our control, and we are not responsible for the availability, Content, or use of any such external Content, and we do not endorse any such external Content.

  1. EXCLUSION AND LIMIT OF LIABILITY. Subject to §14,

(a) WE WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL CLAIMS OF ANY KIND WHATSOEVER AND HOWEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF BUSINESS, LOSS OF MANAGEMENT OR OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF OR COULD HAVE FORESEEN SUCH CLAIMS, AND

(b) TO THE EXTENT THAT §13(a) IS NOT EFFECTIVE AS REQUIRED BY THE APPLICABLE LAWS OF YOUR JURISDICTION, OUR AGGREGATE LIABILITY FOR DAMAGES OF ANY TYPE WHATSOEVER IN RESPECT OF THESE TERMS AND CONDITIONS AND THE SERVICE WILL BE LIMITED TO $100.

  1. Prohibition. Nothing in these Terms and Conditions shall exclude or limit our warranties or liabilities that may not be lawfully excluded or limited by Applicable Laws. Some jurisdictions do not allow the exclusion or limitation of certain types of warranties, conditions or liabilities, so the above limitations or exclusions will not apply to you if they are not permitted in the Applicable Laws of your jurisdiction. In such a case, the limits and exclusions set out in §12 and §13 will not apply to you strictly to the extent that they are prohibited by the Applicable Laws of your jurisdiction (meaning that such limits and exclusions will apply to you to the maximum extent permitted by such Applicable Laws), where the reference to such Applicable Laws is necessary in the enforcement or interpretation of these Terms and Conditions.
  2. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations pursuant to these Terms and Conditions if such delay is due to an event or a circumstance beyond the reasonable control of such party which results in such party being unable to observe or perform on time an obligation under these Terms and Conditions, including strikes, riots, insurrections, fires, floods, storms, explosions, earthquakes, acts of God, terrorism, war, outage or malfunction of telecommunications services, hosting services or the internet, power failure, Malicious Code, or governmental action, but excluding a lack of credit or an inability to pay as required hereunder (a “Force Majeure Event”), provided that the affected party will notify the other party as soon as practicable in the circumstances and resumes performance of its obligations upon the abatement or ceasing of the Force Majeure Event. Without restricting the generality of the foregoing, we will utilize industry-standard technologies and practices to promote and enhance the availability of the Service during Force Majeure Events.

 

  1. Applicable Law and Jurisdiction. Subject to §14 and §19, these Terms and Conditions will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to conflict of laws principles. The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods, or any adopting legislation with respect thereto, with respect to these Terms and Conditions. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms and Conditions. Each party hereby irrevocably attorns to the exclusive jurisdiction of the courts in the City of Vancouver, British Columbia, Canada with respect to the resolution of any disputes hereunder.
  2. Waivers. No right under these Terms and Conditions will be deemed to be waived by us except by notice in writing signed by both you and us, which waiver will not prejudice our rights in respect of any subsequent breach of these Terms and Conditions by you. Any failure by us to enforce any clause of these Terms and Conditions or right contained herein, or any forbearance, delay or indulgence granted by us to you, will not be construed as a waiver of our rights under these Terms and Conditions.
  3. Assignment . These Terms and Conditions may be assigned by us without your prior written approval to (i) an Affiliate of ours, (ii) an acquirer of all or substantially all of our assets, or (iii) our successor by merger, amalgamation, wind-up or other similar corporate reorganization. No part of these Terms and Conditions may be assigned by you to any other person, and any such assignment will be null and void and is a material breach of the license to the Service granted hereunder.
  4. Injunctive Relief . You acknowledge and agree that a breach by you of the provisions of these Terms and Conditions relating to our, our other customers’, or any other person’s Intellectual Property Rights may result in immediate and irreparable harm to the us for which monetary compensation would be an inadequate remedy. Accordingly, you acknowledge and agree that we may seek, as a matter of right and without the necessity of establishing the inadequacy of monetary damages, injunctive or other equitable relief to prevent or remedy such conduct from any court of appropriate jurisdiction.
  5. Severability. If any term or provision in these Terms and Conditions will be found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same will not affect the other terms or provisions hereof or the whole of these Terms and Conditions, but such terms or provisions will be deemed modified to the extent necessary in the court’s opinion to render such terms or provisions enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.
  6. Export Control. The Service uses software and technology that may be subject to export controls under Applicable Laws. You acknowledge and agree that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported, except in accordance with all Applicable Laws regarding export controls.
  7. Interpretation. Headings are for convenience only and shall not be used to interpret, or as a guide for interpretation of, these Terms and Conditions. The word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto). A word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa and “person” will mean an individual, partnership, corporation (including a business trust), joint stock company, trust unincorporated association, joint venture, or other entity or a government or any agency, department or instrumentality thereof and vice versa.
  8. English Language. The parties have requested and agree that these Terms and Conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soinet rédigés en anglais.

Revised November 19, 2014