1.1 MediaRoost, Inc, a New Jersey Corporation, (referred to here as “MediaRoost”, or “We”) provides its Service (as defined below) to You through its web site located at www.MediaRoost.com (the “Site”), subject to this License agreement (the “License”). By accepting this License or by accessing or using the Service or Site, You acknowledge that you have read, understood, and agree to be bound by this License. If You are entering into this License on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to this License, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these License, You must not accept these License and may not use the Service.
1.2 MediaRoost may change this License from time to time without prior notice. You can review the most current version of this License at any time at http://www.mediaroost.com/tos/. Revised Licenses will become effective upon posting and if You use the Service after that date, We will treat your use as acceptance of the revised terms and conditions. We will inform You via email and notice on the Site in advance of any revision to the License. If any change to this License is not acceptable to You, your only remedy is to stop using the Service.
2 Description of Service.
The “Service” includes (a) the Site, (b) the on-demand MediaRoost application, and (c) all software, data, text, images, sounds, video, and content made available through the Site or services (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this License.
3 General Conditions/ Access and Use of the Service.
3.1 Subject to the terms and conditions of this License, You may access and use the Service only for Your internal business/organizational purposes as contemplated by the License. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this License; (b) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components, (c) use a non-human “bot” or other automated facility to access the site, (d) share logins – a single login shared between several people is not permitted, or (e) post ‘spam’ messages or unsolicited emails to the Site. You shall (a) provide your full, correct name, email address and other information requested by the MediaRoost registration process, and (b) be responsible for the data you post (and also data posted by others using logins associated with Your account).
3.2 Subject only to the limited right to access and use the Service expressly granted to You under this License, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to MediaRoost. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with MediaRoost, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
3.3 You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of Your login and account and are fully responsible for any and all activities that occur under Your login or account.
You agree and acknowledge that your legitimate use of the Service is limited according to the type of usage you have purchased. You may create separate logins for as many people as Your plan allows.
3.4 MediaRoost reserves the right to access any or all Your accounts for its internal business operations and also in order to respond to Your requests for technical support. We shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your data. We will not disclose Your data except if compelled by law or if permitted by You. Your data is owned by You, however MediaRoost has the right to refuse to accept or to remove such data of Yours that, in its opinion, is inappropriate, pornographic, offensive, threatening, libelous, unlawful or otherwise objectionable.
3.5 You understand that the technical processing and transmission of the Service, including Your data, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to MediaRoost’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. MediaRoost will use reasonable efforts to publish on the site and/or notify You of any planned downtime of the Service. You further understand that you, not MediaRoost, are responsible for the data you put onto the Site.
3.6 In the event that You, in MediaRoost’s sole judgment, are engaging in excessive use of the Service, MediaRoost reserves the right to restrict said excess use, impose a surcharge or exercise other remedies as it sees fit. ‘Excessive use’ are such things as undue bandwidth, storage, number of search monitors, etc.
3.7 The failure of MediaRoost to exercise or enforce any right or provision of this License shall not be a waiver of that right. You acknowledge that this License is a contract between You and MediaRoost, even though it is electronic and is not physically signed by You and MediaRoost, and it governs Your use of the Service and takes the place of any prior agreements between You and MediaRoost.
MEDIAROOST and MediaRoost’s various logos used or displayed on the Service are trademarks of MediaRoost and you may only use these trademarks or logos for promotional purposes to identify yourself as a customer or user of the MediaRoost products and services, provided You do not attempt to claim ownership of the marks by incorporating any of them within Your names or offerings.
5 Payment and Refunds.
5.1 Payments. The Service is made available on a pay-as-you-go basis and is charged at the start of Your elected subscription term. No-cost plans are also offered. If You choose a pay-as-you-go plan, your service commences as soon as you provide Your credit card and other required details to MediaRoost. You are responsible for all taxes, duties, etc., assessed by taxing authorities related to your purchase and use of the Service.
5.2 Plan and Price Changes. If you choose to upgrade Your plan or number of logins during Your elected subscription period, any incremental cost will be prorated over the remaining term of the subscription period and charged to Your account. Subsequently, Your credit card will automatically be charged the adjusted rate on Your next billing cycle subsequent to the pro-rating billing. If You close Your account before the end of Your subscription period there are no refunds or credits for partial months of service, plan downgrades, or refunds for months unused. Downgrading Your plan level may cause the loss of content, features, or capacity of Your account and MediaRoost does not accept any liability for such loss. Prices of all MediaRoost plans and Services are subject to change upon 30 days notice from us. Such notice may be provided at any time.
5.3 Credit Card Billing, Receipts and Privacy. The account owner will receive an email receipt upon each credit card charge. MediaRoost provides an interface for the account owner (as defined in the sign-up procedure) to change credit card information (and to review account history. MediaRoost uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for MediaRoost. Please visit http://www.mediaroost.com/privacy/ to understand how MediaRoost collects and uses personal information.
6 Cancellation and Termination.
6.1 You are responsible for properly canceling Your account. The account owner (as defined in the sign-up procedure) can cancel the account at any time on the Site. There are no other means of canceling Your account. You will lose access to all of Your content upon cancellation and we will delete it in our normal course of business operations. This information cannot be recovered once your account is cancelled. If You cancel the Service before the end of Your current paid-up subscription period, your cancellation will take effect immediately and You will not be charged again.
6.2 MediaRoost reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove from online access any of Your content in the Service, for any reason, including, if MediaRoost believes that You have violated these License. MediaRoost will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of Service, may be referred to appropriate law enforcement authorities. MediaRoost shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service. In the event of suspension or discontinuation of the Service to You by MediaRoost, You will receive a pro-rata refund of the unused portion of payments You have made to MediaRoost.
7 DISCLAIMER OF WARRANTIES.
THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND MEDIAROOST EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT MEDIAROOST DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM MEDIAROOST OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS LICENSE
8 LIMITATION OF LIABILITY.
8.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL MEDIAROOST BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, MEDIAROOST SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS LICENSE BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
8.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, MEDIAROOST’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
MediaRoost may assign or transfer this License, in whole or in part, without restriction.
10 Export Compliance.
You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.
11 Governing Law.
This License shall be governed by the laws of the State of New Jersey without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of New Jersey for the purpose of resolving any dispute relating to Your access to or use of the Service.