Terms of Use
This website and all content of Mediafly, Inc. (“Mediafly” or “we,” “us” or “our”) available via this website (other than the password protected portions of our website, the “Site”) are provided subject to the terms described herein. If you visit the Site, you agree to be bound by these Terms of Use. If you do not agree to all provisions of these Terms of Use, you may not use the Site. Please note “Site” does not include any password protected areas of the website, which are governed by a separate agreement with Mediafly.
Mediafly reserves the right to make changes at any time to the Site and/or these Terms of Use. Any modifications to these Terms of Use will be effective upon posting. Your continued use of the Site following posting of any revised Terms of Use will constitute acceptance of the modified Terms of Use.
Trademarks and Copyrights
MEDIAFLY, the MEDIAFLY logo, MEDIAFLY: THE PERSONAL SELLING PLATFORM, and other marks displayed on our Site are the proprietary service marks or trademarks of Mediafly or third parties. Mediafly’s marks may not be used in connection with any product or service that is not Mediafly’s, in any manner that is likely to cause confusion among consumers or others, or to disparage or discredit Mediafly. Any and all trademarks and service marks not owned by Mediafly that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Mediafly. You may not use, copy, modify or display any of the trademarks, service marks, or names appearing on the Site without the express written permission of the respective owner thereof.
All content contained on this Site (collectively, “Content”), including, but not limited to, works of authorship, case studies, articles, blogs, newsletters, software, demonstrations, videos, webinars, slides, e-books, designs, text, graphics, photos, logos, button icons, images and data compilations; any improvements or modifications to such Content; any derivative works based thereon; and the collection, arrangement and assembly of all Content, are the property of Mediafly or its licensors and are protected by copyright and other intellectual property laws.
Use of the Site
You may download, view, copy and print all Content and any other aspect of this Site, including without limitation any demonstrations of Mediafly products or services (“demos”) and Mediafly case studies, videos, webinars, slides and/or e-books made available via the Site, (i) solely for your personal, informational purposes; and (ii) provided that neither the information or materials, nor any proprietary notices or disclaimers therein are removed, modified, obscured or altered. Otherwise, nothing in these Terms of Use shall be deemed to grant to you or any other user of the Site any license or other right in or to any copyright, trademark, service mark, trade secret or other proprietary right of Mediafly or any other person.
You agree you shall not (a) use any Content for any illegal purpose or otherwise violate any applicable laws or regulations in connection with use thereof, (b) copy, reproduce, modify, reverse engineer, disassemble, decompile, translate, attempt to discover the source code of, or create derivative works based on, any Content (as applicable), or (c) refer to any portion of the Content, or otherwise use such Content, in connection with the development of any software or other products having functionality, look and feel, or other features similar to any of Mediafly’s products or services or other Content.
You also agree you will not interfere, in any way, with others’ use of or access to the Site and will not attempt to gain unauthorized access to the computer system of any other Site user. You further agree not to take any other action in connection with your use of the Site which violates any applicable local, state, national or international law, rule, regulation or order of any court.
You agree you will not use any robot, spider or other automatic device, manual process or application or data mining or extraction tool to access, monitor, copy or use the Site or to scrape or otherwise harvest data from or via the Site. You also agree not to take any other action that imposes an unreasonable or disproportionately large load on the Site.
Except as expressly provided herein, you may not use, download, upload, reproduce, copy, duplicate, print, display, perform, republish, sell, license, post, transmit, disseminate, redeliver using “framing technology,” otherwise distribute, or commercially exploit in any way, the Site or any portion thereof or any Content, without the prior written permission of Mediafly.
Warranties By You
If you are downloading any demos or otherwise accessing any demos, products, other content or services of Mediafly made available via our Site, you hereby represent and warrant that (i) you are at least eighteen (18) years of age, (ii) if you are entering into these Terms of Use on behalf of a company, you are duly authorized to act on behalf of and legally bind such company to these Terms of Use, (iii) your use of any and all demos and other Content as may be provided by the Site will comply with all applicable laws and regulations, and (iv) any and all information you provide to Mediafly via the Site will be wholly accurate, complete, and current, and not misleading in any respect.
Unauthorized Use of the Site
Mediafly reserves the right to investigate and take legal action against any perceived illegal and/or unauthorized use of the Site or any products and/or services provided via the Site. Mediafly’s decision not to pursue legal action for any violation of these Terms of Use shall not be construed as a waiver of any provision of these Terms of Use or any legal rights of Mediafly.
Electronic Communications and Notices
When you visit this Site or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that we may send email to you for the purpose of advising you of changes or additions to this Site, about any of our products or services, or for such other purposes as we deem appropriate.
Links to Third Party Websites
You acknowledge that, at any time, Mediafly may provide links to the websites of third parties via the Site. Mediafly is not responsible for the content of any links, or any products, services or other materials relating to any linked site, or any link contained in a linked site, or for monitoring any use by you thereof. The display of any link does not imply endorsement by Mediafly of the linked site or any content therein. IN NO EVENT WILL MEDIAFLY BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY PRODUCTS, SERVICES OR OTHER MATERIALS RELATING TO ANY LINKED THIRD PARTY SITE, OR ANY LINK CONTAINED IN A LINKED SITE.
Disclaimer of Warranties; Limitation of Liability
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE, AND/OR ANY INFORMATION, CONTENT, DEMOS, PRODUCTS, SERVICES AND MATERIALS CONTAINED IN, ACCESSED VIA, OR DESCRIBED ON THE SITE, IS AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION, CONTENT, DEMOS, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MEDIAFLY MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND USE OF THE SITE OR ANY INFORMATION, CONTENT, MATERIALS, DEMOS, PRODUCTS OR SERVICES ON OR ACCESSED VIA THE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, MEDIAFLY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION OR OTHER CONTENT ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE OR CURRENT, AND MEDIAFLY IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM RELIANCE ON SUCH INFORMATION OR ANY OTHER ASPECT OF THE SITE. FURTHER, MEDIAFLY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE AND/OR ANY INFORMATION, CONTENT, DEMOS, PRODUCTS, SERVICES AND MATERIALS CONTAINED IN, ACCESSED VIA, OR DESCRIBED ON THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.
IN NO EVENT SHALL MEDIAFLY OR ANY OF THE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF MEDIAFLY (COLLECTIVELY, THE “MEDIAFLY PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE OR IMPROPER USE OF THE SITE, OR ANY INFORMATION, CONTENT, MATERIALS, DEMOS, PRODUCTS OR SERVICES AVAILABLE THEREIN (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
CERTAIN STATE LAWS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU.
Indemnification
You agree to indemnify and hold the Mediafly Parties harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses of any nature whatsoever (including without limitation reasonable attorneys’ fees, disbursements and court costs) arising from or in connection with (i) your use of the Site, or any Content contained, displayed or available therein; (ii) your violation of these Terms of Use and/or any other agreements between you and Mediafly; or (iii) your violation of any rights of any third party.
Modification or Discontinuance of Site by Mediafly
At any time, without notice to you, and for any or no reason, Mediafly may modify or discontinue the Site or any Content. Mediafly shall in no way be held liable for any consequence which results from Mediafly’s decision to modify or discontinue providing the Site or any Content.
Denial of Access
Mediafly may prohibit you from using or accessing the Site, in whole or in part, for any or no reason, at any time, in its sole discretion, without notice to you.
Privacy
The terms of the Mediafly Privacy Policy are hereby incorporated as part of these Terms of Use. Mediafly Privacy Policy.
Governing Law
The laws of the State of Illinois will govern these Terms of Use, without giving effect to any principles of conflicts of laws. You agree that any action arising out of these Terms of Use or your use of the Site shall be brought exclusively in state or federal court in Chicago, Illinois, and you irrevocably consent to the jurisdiction of such courts and waive, to the fullest extent permitted by applicable laws, any objection to the laying of venue in such courts of any legal action or proceeding arising out of or relating to these Terms of Use and any claim that any such action or proceeding has been brought in an inconvenient forum. YOU FURTHER IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE SITE.
California Rights
Pursuant to California Civil Code Section 1789.3, California residents may also be entitled to the following specific consumer rights notice:
The name, address and telephone number of the provider of this Site are Mediafly, 150 North Michigan Ave. Suite 2000, Chicago, Illinois 60601 (Attention: Chief Operating Officer, (312) 281-5175. Complaints regarding the Site or requests to receive further information regarding use of this Site may be sent via e-mail to info@www.mediafly.com.
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 Boulevard, Suite N-112, Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210.
Availability Only Where Permitted by Law
Any products and/or services described on the Site and any Content are only offered in jurisdictions where they may be legally offered for sale. In no event shall the information on this Site be deemed an offer to or solicitation of anyone in any jurisdiction in which an offer or solicitation cannot legally be made, or to any person to whom it is unlawful to make a solicitation.
International Use
None of the demos or other Content available via the Site may be downloaded or otherwise exported to anyone on the United Stated Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading from, or using the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You further agree to indemnify Mediafly against any and all costs, liabilities, losses or expenses arising from, or relating to, any asserted violation by you of any of the laws and administrative regulations of the United States relating to the control of exports of commodities and technical data.
Miscellaneous
You may not, without Mediafly’s prior written consent, assign or otherwise transfer these Terms of Use or any rights or obligations hereunder. Mediafly’s failure to act on any breach of any provision hereof shall not be construed as a waiver of the enforcement of any provision unless Mediafly agrees to such waiver in writing.
If any portion of these Terms of Use is deemed unlawful, void or unenforceable, that portion will be deemed severable and will not affect the validity or enforceability of the remaining provisions. These Terms of Use set forth the entire understanding between you and Mediafly with respect to the subject matter hereof and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and Mediafly with respect to such subject matter.
You agree that any causes of action by you related in any way to these Terms of Use or your utilization of the Site must be brought within one (1) year after the cause of action accrues, or shall be permanently barred.
Contact
If you have any questions relating to these Terms of Use, the Site or Mediafly, please contact: info@www.mediafly.com.
Notice and Procedure for Making Claims of Intellectual Property Infringement
Mediafly respects the intellectual property rights of others. If you believe that any Content on this Site may infringe your copyrights or other intellectual property rights, please provide Mediafly the written information specified below. Please note that this procedure is exclusively for notifying Mediafly that your intellectual property rights have been infringed.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest;
- A description of the intellectual property right that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on the intellectual property owner’s behalf.
Mediafly’s agent for notice of claims of copyright infringement or other intellectual property infringement on the Site can be reached as follows:
Mediafly
150 North Michigan Ave.
Suite 2000
Chicago, Illinois 60601
Email: info@www.mediafly.com
