(b) Third Party Software Terms. In addition, in order to view certain Website Content or upload or download Digital Content, you may be required to download and install certain third party software products, including but not limited to Adobe Reader. All right, title and interest in such third party software products may be subject to additional terms and conditions set forth in an end user license agreement available on the applicable third party website, which you will be required to review and affirmatively accept prior to and as a condition of your downloading, installation and use of the applicable third party software.
III. Use of the Website and Website Content
(b) Your Rights to Digital Content: The Website provides you the ability to purchase certain copyrighted contents, materials and proprietary information made available by third party owners of such content (each a "Content Provider") to MediaPass for display on, and resale and redistribution by through, the Website, including without limitation, all text, software, photographs, video, graphics, music and sound contained therein (collectively, "Digital Content"). By proceeding with any purchase of Digital Content, you are thereby agreeing to be bound by the terms of this Agreement. . MediaPass reserves the right not to post or publish any Digital Content, or to delete, remove or make unavailable any Digital Content on the Website at any time in its sole discretion without notice or liability. It is your responsibility to store and maintain any Digital Content which you have purchased, and MediaPass has no liability for any loss, damage or destruction of any Digital Content after it is initially made available to you for download, including in the event that your MediaPass User Account is suspended or terminated for any reason.
(e) Trademarks: "MediaPass" and other marks, product names and company names appearing on the Website, are trademarks and service marks of MediaPass and/or their respective owners, and are protected by law. They may be used publicly only with permission from MediaPass. Fair use of the trademarks and service marks requires proper acknowledgment in accordance with the above copyright and trademark notice.
(f) Accuracy of Information: YOU ACKNOWLEDGE THAT WHEN YOU PURCHASE DIGITAL CONTENT AVAILABLE THROUGH THE WEBSITE, SUCH DIGITAL CONTENT HAS BEEN CREATED AND IS OWNED BY THIRD PARTIES FROM WHOM MEDIAPASS HAS RECEIVED THE RIGHT TO RESELL SUCH DIGITAL CONTENT, AND THAT MEDIAPASS IS NOT RESPONSIBLE FOR THE ACCURACY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS RELATING TO ANY SUCH DIGITAL CONTENT. SUCH DIGITAL CONTENT MAY BE OFFENSIVE, INACCURATE, MISLEADING, OR OTHERWISE OBJECTIONABLE TO YOU AND UNDER NO CIRCUMSTANCES SHALL BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL ADVICE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST MEDIAPASS WITH RESPECT TO ANY AND ALL DIGITAL CONTENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IV. Website Accounts
(a) Creating Your MediaPass User Account: Some areas of the Website can be accessed and viewed by you without requiring registration or login to the Website. However, in order to purchase Digital Content (as defined below) and access Digital Content that you have previously purchased using your account, or to access and use certain other features or areas of the Website, you will be required to create a user account with the Website (a "MediaPass User Account"). You are responsible for providing complete and accurate information when registering for a MediaPass User Account.
(b) Accessing, Editing and Protecting Your MediaPass User Account: You can access, edit and update your MediaPass User Account information at anytime by clicking on "My Account" at the top of the Website homepage. Your MediaPass User Account is personal to you, and you are responsible for all activities that are conducted through or in connection with your account. You must remember your MediaPass User Account username and password, and you are responsible for maintaining the security of such information. If you become aware of any unauthorized access of your Media Mogul User Account or other breach of security, please notify us immediately. Although MediaPass will not be liable for your losses caused by any unauthorized use of your MediaPass User Account, you may be liable for the losses of MediaPass or others due to any unauthorized use of your MediaPass User Account.
(c) Termination of Your MediaPass User Account: You acknowledge that MediaPass, in its sole discretion, may terminate your MediaPass User Account (or any part thereof) for any reason, including, without limitation, if MediaPass believes that you have violated or acted inconsistently with the letter or spirit of the Agreement. MediaPass may also in its sole discretion and at any time discontinue providing certain Digital Content, or any part thereof, with or without notice. You agree that any termination of your access to your MediaPass User Account or any Digital Content under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that MediaPass may immediately deactivate or delete your MediaPass User Account and/or bar any further access to the Website. Further, you agree that MediaPass shall not be liable to you for any termination of your access to Digital Content by the applicable Content Provider
V. Fees and Payment
(a) Fees and Payments: You agree to pay the charges or subscription fees incurred in connection with your MediaPass User Account at the rates in effect and as notified to you at the time when the charges are incurred. We will bill all charges automatically to the credit card information which you have provided in connection with your MediaPass User Account at the time of purchase or shortly thereafter. Subscription fees will be billed as set forth below. We currently accept Visa, Mastercard, American Express, Discover, Diners and Paypal. We are unable to accept credit cards issued by banks outside of the United States. Unless we state in writing otherwise, all fees and charges are nonrefundable. We may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance. All transactions conducted via the Website will include all sales tax based on the bill-to address and the sales tax rate in effect at the time your transaction is completed. We will only charge tax in states where digital goods are taxable. If you want to use a different credit card or there is a change in credit card validity or expiration date, or if you believe someone has accessed Digital Content using your MediaPass User Account without your authorization, you must notify us immediately using our contact information provided on the Website
(b) Subscriptions: Unless otherwise expressly notified to you, if you have a subscription for the purchase of any Digital Content, you are responsible for paying all periodic subscription fees. If you purchase a subscription to any Digital Content through the Website, by consenting to this Agreement and agreeing to be bound by the terms herein, you hereby authorize MediaPass to charge your credit card (or other approved facility) linked to your MediaPass User Account for each periodic subscription fee, including subscription fees for renewal terms. Payment for the appropriate Digital Content will be made by automatic debit to such credit card (or other approved facility). Your subscription to Digital Content will be automatically renewed for a term equal to the original term upon expiration of the then-current term at a price equal to the current regular, non-promotional price, and continually thereafter, unless you terminate the subscription online in advance of the renewal date pursuant to the process set forth below. You may not assign or transfer your subscription to any other person or entity. You must be at least 18 years old (or have the permission of a credit card holder who is) to order subscriptions online. The billing period ends at the end of each subscription term. If MediaPass does not receive payment from the credit card issuer or its agent, you agree to pay all amounts due upon demand by MediaPass. Your card issuer agreement governs your use of your designated card in connection with the purchase of Digital Content, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. YOU, AND NOT MEDIAPASS, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY THAT WERE NOT AUTHORIZED BY YOU. You may terminate your subscription to Digital Content at any time. When you terminate a subscription to any type of Digital Content, such subscription will not be automatically renewed and your access to the applicable Digital Content will be terminated on the expiration date. If you terminate your subscription and you have paid in advance for the receipt of Digital Content, subject to the terms of this Agreement and your compliance therewith, you will continue to have access to such Digital Content through the expiration date of your subscription, but you will not be entitled to any refund of fees paid in advance for your subscription.
(c) Delivery of Products; Refunds: On occasion, technical problems may delay or prevent delivery of your Digital Content. Your exclusive and sole remedy with respect to Digital Content that is not delivered within a reasonable period will be either replacement of such Digital Content, or refund of the price paid for such Digital Content, as determined by MediaPass. Otherwise, no refunds are available. Please contact MediaPass for technical assistance in the event that you experience any delay or inability to download Digital Content.
VI. Disclaimers and Limitation of Liability
VII. Governing Law; Dispute Resolution
(a) Informal Resolution: You and MediaPass agree that we will first try to resolve any Claim informally. Accordingly, neither of us may start a formal proceeding (except for Claims involving any violation of the federal trademark or copyright laws, or for injunctive relief) for at least 30 days after one of us notifies the other of a Claim in writing. MediaPass will send its notice to your billing address, with a copy via email to your email address. You will send your notice to MediaPass, LLC, 1100 Glendon Ave., STE 1800 Los Angeles, CA 90024.
(b) Formal Resolution: If we cannot resolve a Claim informally, you and MediaPass each agree to submit to personal jurisdiction in California and agree that any and all Claims either of us asserts shall be exclusively brought in the appropriate state or federal court in the Central District of the State of California, provided that neither you nor SOE shall be precluded from filing a Claim in small claims court for disputes within the small claims court jurisdictional level.
(c) Governing Law and Jurisdictional Issues: This Agreement is governed in all respects by the substantive laws of the State of California and of the United States of America. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. This Website is controlled and operated from MediaPass' offices at 1100 Glendon Ave., STE 1800 Los Angeles, CA 90024, and MediaPass makes no representations that materials in the Website are appropriate or available for use in other locations. Those who choose to access the Website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Website from any territory where the content is illegal is prohibited. You may not use or export any of the Website materials in violation of U.S. export laws and regulations.
VIII. Prohibited Actions
You agree that you will not: (i) take any actions with respect to your use of the Website that are unlawful, false, misleading, harmful, threatening, embarrassing, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another's privacy, hateful, or contains explicit or graphic descriptions or accounts of sexual or violent acts; (ii) transmit any content that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of any impermissible classification; (iii) transmit any content that infringes any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party; (iv) transmit any content that you do not have a right to transmit under any law or under any contractual or fiduciary relationship; (v) transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Website; (vi) interfere with or disrupt the Website or servers or networks linked to the Website, or disobey any requirements, procedures, policies, or regulations of networks linked to the Website; (vii) violate any applicable local, state, national, or international law; (viii) transmit any content, or take any other actions with respect to your use of the Website, that would constitute, or would otherwise encourage, criminal conduct or conduct that could give rise to civil liability; (ix) use the Website for commercial purposes without our prior written consent; or (x) solicit other guests of the Website to become members of any commercial on-line service or other group or organization without first obtaining our express written consent.
IX. Claims of Infringement
(a) Termination of Repeat Infringer Accounts: We respect the intellectual property rights of others and request that the people who use the Website do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, MediaPass has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Website who are repeat infringers. MediaPass may terminate access for submission providers or forum participants who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
(b) DMCA Take-Down Notices: If you are a copyright owner or an agent thereof and believe that any content available on the Website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) ("DMCA") by providing our designated agent with the following information in writing. The date of your notification: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) a description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work; (iv) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our designated agent for receipt of notifications of claimed infringement is Jeanette Weinstein, Chief Executive Officer (CEO), 1100 Glendon Ave., STE 1800, Los Angeles, CA 90024, telephone: 866-787-7665, e-mail address: firstname.lastname@example.org. Only DMCA notifications in accordance with this Section should be submitted to our CEO. If you require customer assistance or need to contact MediaPass for any other purpose, please contact us using the information specified in Section IX (c.) below.
(c) Counter-Notices: If you believe that your content that has been removed from the Website is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your content or materials, you may send a counter-notice containing the following information to our CEO using the contact information set forth above. Your physical or electronic signature: (i) a description of the content that has been removed and the location at which the content appeared before it was removed (ii) a statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and (iii) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in the State of California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by our copyright agent, MediaPass may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in MediaPass' discretion) be reinstated on the Website in 10 to 14 business days or more after receipt of the counter-notice.
(a) Suggestions and Feedback: MediaPass welcomes feedback or inquiries about our products. If you elect to provide any feedback or comments of any nature to MediaPass, all of such feedback and comments shall be the sole and exclusive property of MediaPass, and MediaPass shall have the right to use such feedback in any manner and for any purpose in MediaPass' discretion without remuneration, compensation or attribution to you, provided that MediaPass is under no obligation to use such feedback.
(c) Consumer Rights Notice: Under California Civil Code Section 1789.3, California users of the Website receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at 1-800-952-5210.