Legal

 

Thank you for selecting the Services (defined below) offered by Provider (identified below and sometimes referred to as “we”, “our”, or “us”). Review these Terms of Service and any other documents they expressly incorporate by reference (this “Agreement”) thoroughly. This Agreement is a legal agreement between you and Provider. This Agreement governs your access to and use of the Services, whether as a registered user or otherwise. By using the Services or by clicking to accept or agree to this Agreement when this option is made available to you during the account creation process, you accept and agree to be bound and abide by this Agreement. If you do not agree to this Agreement, you may not use the Services. If you are agreeing to this Agreement on behalf of an entity or other third party, you represent and warrant that (i) you have full legal authority to bind such entity or third party, and (ii) you agree, on behalf of such entity or third party, to this Agreement.

 

 

This Agreement describes the terms governing your access to and use of the website and software services available at app.adsalesgenius.com including all content, updates, modifications and new releases of such websites and software (collectively, the “Services”). This Agreement expressly includes the following documents, which are incorporated herein by reference: (i) Provider’s Privacy Policy, available at https://mediaos.com/gdpr/ (“Privacy Policy”).

 

 

 

2.1 The Services, including all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code, and the design, structure, selection, coordination, expression, “look and feel” and arrangement of the Services, are all licensed or owned by Provider and protected by copyright, trade secret, and other intellectual property laws. You are granted only the right to use the Services and only for the purposes described by Provider. Provider reserves all other rights in the Services. This Agreement grants you no rights, title or interest in or to the intellectual property owned or licensed by Provider. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement and any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc., Provider grants to you a limited, nonexclusive, nontransferable right to use and access the Services. Certain features of the Services require a subscription to use and access such Services.

 

2.2 You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not (i) rent, lease, lend or otherwise provide access to or give any part of the Services to any third party; (ii) reproduce, modify, copy, republish, translate, deconstruct, reverse engineer, decompile, otherwise attempt to discover the source code of the Services, sell, trade, or resell the Services; (iii) access, acquire, copy or monitor any portion of the Services or obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services; (iv) make the Services available on any file-sharing or application hosting service.

 

 

 

3.1 Fees. You agree to pay the above stated rates for the Services you select that require a subscription less any discounts provided by Provider at the time of purchase (the “Fees”). All discounts are voided upon early termination as provided in Section 11 below. All payments are non-refundable unless otherwise specified herein. For avoidance of doubt, you agree to and are responsible for paying all Fees whether you actively use, access or otherwise benefit from the Services.

 

3.2 Additional Users and Upgrades. If you choose to (i) add additional or replace existing users authorized to use the Services or (ii) upgrade your Services during a Term (collectively, a “Subscription Increase”), we reserve the right to increase your Fees to the then-current Fees for such new users or upgraded Services, as applicable. Any increase in Fees due to a Subscription Increase will go into effect immediately for the duration of the applicable Term.

 

3.3 Taxes. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on Provider’s income.

 

3.4 Payment. All Fees are due at the beginning of each period or before services rendered. You shall make all payments hereunder in US dollars. By providing payment information to Provider, you hereby represent and warrant that you are authorized to use the payment method provided, that such information is accurate, and that Provider is authorized to charge you for the applicable Services using the established payment method and the information you provided. You are solely responsible for notifying Provider of any changes to your payment information. You authorize Provider to charge the provided payment information according to this agreement.

 

3.5 Late Payment. If you fail to make any payment when due then, in addition to all other remedies that may be available:

All amounts payable to Provider under this Agreement shall be paid by you to Provider in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable laws and regulations.

 

 

 

If you access these Services through a mobile device, such access may require Internet access and additional software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. PROVIDER MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (I) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (II) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (III) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

 

 

 

You agree to the terms of Provider’s Privacy Policy and any changes to the Privacy Policy published by Provider from time to time. Provider may update the Privacy Policy at any time and in its sole discretion. You agree that Provider may use and maintain your data according to the Privacy Policy as part of the Services. You give Provider permission to combine information you enter or upload for the Services with that of other users of the Services and/or other Provider services. For example, this means that Provider may use your and other users’ non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users.

 

 

 

6.1 You are responsible for your content. You are responsible for all materials (“Content”) uploaded, posted or stored through your use of the Services. You grant Provider, its affiliates and authorized resellers a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Provider is not responsible for the Content or data you submit through the Services. Provider does maintain short term backups of selected Content.

You agree not to use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to: (i) illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law; (ii) content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy; (iii) except as permitted by Provider in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding; (iv) virus, trojan horse, worm or other disruptive or harmful software or data; and (v) any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

 

6.2 Community Forums. The Services may include features to exchange content and information with other users of the Services and the public. Provider does not support and is not responsible for such exchanged content. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Provider is not responsible. You agree Provider is not responsible for the accuracy or availability of any advertising, promotions, products or other materials of third parties accessible through our products and Services (“Third Party Content”) and will not be liable for any damages incurred as a result of the submission or use of any such Third Party Content. We make no representations as to the quality, suitability, functionality or legality of any Third Party Content to which links may be provided, and you hereby waive any claim you might have with us with respect to such Third Party Content.

 

6.3 Provider may freely use feedback you provide. You agree that Provider may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Provider a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Provider in any way. Any feedback, suggestions or ideas given to Provider will be treated as non-confidential. We are free to use them for any purpose, without compensation, acknowledgement or other obligation of any kind to you.

 

6.4 Provider may monitor your Content. Provider may, but has no obligation to, monitor Content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect us or our customers, or operate the Services properly. Provider, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

 

 

 

7.1 Provider does not give professional advice. Unless specifically included with the Services, Provider is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

 

7.2 We may tell you about other Provider services. You may be offered other services, products, or promotions by Provider (“Provider Services”). Additional terms and conditions and fees may apply. With the Services or other Provider products, you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Provider permission to use information about your business and experience to help us to provide the Services or other Provider products to you and to enhance the Services. You grant Provider permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Provider permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

 

7.3 Communications. Provider may be required by law to send you communications about the Services or third party products . You agree that Provider may send these communications to you via email or by posting them on our websites.

 

7.4 You will manage your passwords. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your identification name and password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify Provider immediately of an unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Provider or any other user of the Services due to someone else accessing your account as a result of your failing to keep your account information secure and confidential.

 

7.5 Support. Provider may provide technical support with respect to the Services (“Support Services”), in accordance with the policies set forth, or accessible from, its website; provided, however, that if you purchased or agreed to purchase the right to utilize the Services from a third party other than Provider, then such third party, and not Provider, may be responsible for providing Support Services to you.

 

7.6 Renewal. Your subscription term will automatically renew ninety (90) days prior to the current subscription term expiration date pursuant to Section 11.1. To avoid such renewal, cancellation of your subscription must be received in writing at least ninety (90) days’ prior to the renewal of your subscription term. At the time of cancellation, the remaining balance Fees for the subscription term is due in full and will be charged to the payment information provided by you. Other than with respect to increases due to a Subscription Increase, Provider shall provide written notice and/or post with-in your account’s billing page of Fee changes, if any, with a minimum of one hundred and twenty (120) days’ prior to renewal of your subscription term.

 

 

 

8.1 YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, RESELLERS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. PROVIDER AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR AGAINST DATA LOSS. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OF THE SERVICES.

 

8.2 PROVIDER, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

 

 

 

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF PROVIDER, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, PROVIDER, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET PROVIDER SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF PROVIDER AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF PROVIDER, ITS AFFILIATES AND SUPPLIERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

 

9.2 You agree to indemnify and hold Provider and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or your breach of this Agreement (collectively referred to as “User Claims”). Provider reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any User Claims. You agree to reasonably cooperate as requested by Provider in the defense of any User Claims.

 

 

We may change, modify, update or install enhancements to the Services at any time, without notice to you and in our sole discretion. We reserve the right to cease offering or providing any of the Services at any time, for any or no reason, and without prior notice. Although we make great effort to maximize the lifespan of all of our Services, there are times when a Service we offer will be discontinued. If that is the case, that product or service will no longer be supported by us. In such case, we will either offer a comparable Service for you to migrate to (at the then-applicable Fee amount) or a refund on prepaid but unused Services. We will not be liable to you or any third party for any modification, suspension, or discontinuance of any of the Services we may offer or facilitate access to.

 

 

 

11.1 Subscription Term. Your subscription term commences as of the date you sign up for the Services and unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect for an initial term specified in the order form (the “Initial Term”), and thereafter shall automatically renew for the renewal term specified on the order form (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either party gives to the other party written notice of cancellation at least ninety (90) days’ prior to the expiration of the then-current term. You must give Provider notice of cancellation as provided in Section 7.6.

 

11.2 Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

Provider may also terminate this Agreement or your subscription without liability effective on written notice to you if Provider determines, in its sole discretion, it is necessary in order to comply with applicable laws and regulations or to comply with any order issued or proposed to be issued by any governmental agency.

 

11.3 Effect of Expiration or Termination. Upon any termination of this Agreement, except as expressly otherwise provided in this Agreement, all rights, licenses, consents and authorizations granted by Provider to you will immediately terminate and you will cease all use of the Services. Upon termination of a subscription for the Services, all rights, licenses, consents and authorizations granted by Provider to you with respect to subscription services will immediately terminate and you will cease all use of such subscription services and you will promptly pay the outstanding balance of any Fees due to Provider. Any termination of this Agreement or your subscription shall not affect Provider’s rights to any payments due to it. In the event your subscription terminates early under Section 11.2(b) or you fail to pay for the Services as provided herein, you acknowledge and agree that you forfeit any discounts previously provided to you for such Services, which discounts are void from the beginning, and that the Fees for the Services for your subscription are without any such discounts. Any underpayment of Fees as a result of such forfeiture of discounts shall be immediately due and payable.

 

11.4 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Sections 2.2, 3 through 13 will survive and remain in effect even if the Agreement is terminated.

 

 

 

This Agreement is governed by and construed in accordance with the internal laws of the State of Nebraska without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Nebraska. Any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Nebraska in each case located in the city of Omaha and County of Douglas, and the parties hereby irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts and each party waives as to any such court any defense of inconvenient forum or improper venue. In the event of any controversy or dispute between you and Provider arising out of or in connection with this Agreement or your use of the Services, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to nonbinding mediation. If the dispute cannot be resolved through non-binding mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law. BY ENTERING INTO THIS AGREEMENT, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

 

 

 

All notices and other communications by you to Provider under this Agreement have binding legal effect only if in writing and addressed to Provider at the address set forth at [email protected], except as otherwise set forth herein. Notices sent by you or Provider in accordance with this Section 13 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; or (c) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. You agree that Provider may provide notices and other communications to you by to the mailing address you provided in your Account. You agree that Provide may also provide notices and other communications to you by email message to the email address provided by you to Provider in your Account (which communication shall be effectively given when sent). You agree to keep your email address in your Account current at all times.

 

 

 

This Agreement is the entire agreement between you and Provider and replaces all prior or contemporaneous understandings, communications and agreements, oral or written, regarding its subject matter. Except as otherwise provided herein, no amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. If any court of law having jurisdiction rules that any part of this Agreement is invalid, that part will be removed without affecting the validity or enforceability of the remainder of the Agreement. You cannot assign or transfer this Agreement, or your rights hereunder, to anyone without written approval of Provider. Provider may assign or transfer this Agreement without your consent. Any assignment in violation of this section shall be void. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. You may not export or re-export the Services or any part thereof in violation of any applicable laws or regulations, including without limitation, United States export laws and regulations. Provider’s failure to insist on or enforce strict performance of this Agreement shall not be construed as a waiver by Provider of any provision or any right it has under this Agreement, nor shall any course of conduct between you and Provider or any other party be deemed to modify any provision of this Agreement. “Including” means “including without limitation” and does not limit the preceding words or terms. The words “or” and “nor” are inclusive and include “and”. The singular shall include the plural and vice versa. The parties consent to enter into this Agreement electronically and intend for it to be legally binding on and enforceable against each party in accordance with its terms. In no event will Provider be responsible for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control. As used herein, “Provider” means Pape Ventures, Inc., a Nebraska corporation.