Terms & Conditions

1. Acceptance of Terms

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated by reference into these Terms.

If you are using our Services on behalf of a company, organization, or other entity, you represent and warrant that:

• You are an authorized representative of that entity with the authority to bind the entity to these Terms
• You agree to these Terms on behalf of such entity
• Such entity accepts these Terms

2. Changes to Terms

We reserve the right to modify these Terms at any time in our sole discretion. When we make changes, we will:

• Update the "Last Updated" date at the top of these Terms
• Post the revised Terms on our website
• Notify you through the Services, via email, or by other means if the changes are material

Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of and agreement to the changes. If you do not agree to the revised Terms, you must stop using our Services.

3. Access and Use of Services

License to Use

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services for your personal or internal business purposes.

Restrictions

In using our Services, you agree not to:

• Use the Services in any way that violates any applicable law or regulation
• Copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of our materials, except as permitted by the Services
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks connected to the Services
• Use any robot, spider, or other automated device, process, or means to access the Services for any purpose
• Introduce any viruses, trojan horses, worms, logic bombs, or other harmful material to the Services
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Engage in any activity that could disable, overburden, damage, or impair the operation of the Services

Service Modifications

We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

4. Account Registration and Security

Account Creation

Some portions of our Services may require you to create an account. When you create an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your account credentials confidential
• Be responsible for all activities that occur under your account

Account Security

You are responsible for safeguarding your password and for any activities or actions under your account. You agree to:

• Notify us immediately of any unauthorized use of your account or any other breach of security
• Ensure that you exit from your account at the end of each session when accessing the Services on a shared computer

We cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements.

5. User Content

Submission of Content

Our Services may allow you to submit, post, upload, or share content, including text, images, videos, reviews, comments, and other materials (collectively, "User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with the Services and our business operations.

Content Responsibility

You are solely responsible for any User Content you submit. You represent and warrant that:

• You own or have the necessary rights to share the User Content
• The User Content does not violate any third-party rights, including intellectual property rights and privacy rights
• The User Content complies with these Terms and all applicable laws and regulations

Content Monitoring

We have the right, but not the obligation, to monitor, edit, or remove any User Content for any reason, including violation of these Terms or applicable law. We take no responsibility and assume no liability for any User Content posted by you or any third party.

6. Intellectual Property Rights

Our Intellectual Property

The Services and all content, features, and functionality thereof, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, and the design, selection, and arrangement thereof, are owned by MediaPulse, our licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Trademarks

The MediaPulse name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of MediaPulse or our affiliates. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

Feedback

If you provide us with any feedback, suggestions, improvements, or ideas regarding our Services ("Feedback"), you grant us a perpetual, worldwide, royalty-free, irrevocable, non-exclusive, sublicensable, and transferable license to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose without compensation to you.

7. Prohibited Conduct

You agree not to engage in any of the following prohibited activities:

Illegal or Harmful Activities

• Violate any applicable law, regulation, or legal right
• Submit false, misleading, or fraudulent information
• Engage in any activity that exploits, harms, or threatens to harm children
• Harass, abuse, or harm another person or group
• Use the Services for any illegal or unauthorized purpose

Content Restrictions

• Post, upload, or distribute content that is illegal, defamatory, obscene, pornographic, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable
• Post content that contains malware, viruses, spyware, adware, or other harmful code
• Impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity
• Create or submit unwanted or bulk email, comments, or messages (spam)

Technical Restrictions

• Attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services
• Attempt to probe, scan, or test the vulnerability of our systems or networks or breach any security or authentication measures
• Avoid, bypass, remove, deactivate, impair, or otherwise circumvent any technological measure implemented to protect the Services

8. Third-Party Links and Services

Third-Party Links

Our Services may contain links to third-party websites, resources, or services that are not owned or controlled by MediaPulse. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services.

Third-Party Services

We may provide you with access to third-party tools and services that we do not monitor or control. You acknowledge and agree that:

• We provide access to such tools "as is" and "as available" without warranties, representations, or conditions of any kind
• We have no liability arising from or relating to your use of third-party tools
• Your use of any third-party tools is entirely at your own risk and discretion
• You should review the terms and policies of any third-party tools before using them

9. Disclaimers

As-Is Basis

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MEDIAPULSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Accuracy and Reliability

WE DO NOT WARRANT THAT:

• THE SERVICES WILL MEET YOUR REQUIREMENTS
• THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE
• THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS
• ANY ERRORS IN THE SERVICES WILL BE CORRECTED

Content Disclaimer

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEDIAPULSE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES
• ANY CONTENT OBTAINED FROM THE SERVICES
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO MEDIAPULSE FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11. Indemnification

You agree to indemnify, defend, and hold harmless MediaPulse and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or relate to:

• Your use of or access to the Services
• Your violation of these Terms
• Your violation of any rights of another party
• Your User Content

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

12. Termination

Termination by You

You may terminate your account or stop using the Services at any time by contacting us or, where available, using the account termination features in the Services.

Termination by Us

We may terminate or suspend your access to the Services, including your account, without prior notice or liability, for any reason, including without limitation if we believe that you have violated these Terms. Upon termination, your right to use the Services will immediately cease.

Effect of Termination

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Governing Law and Dispute Resolution

Governing Law

These Terms and your use of the Services will be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to any choice or conflict of law provision or rule.

Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services must first be attempted to be resolved through good faith negotiations. If such negotiations are unsuccessful, the dispute will be resolved by final and binding arbitration under the rules of the American Arbitration Association. The arbitration will be conducted in Minneapolis, Minnesota, by a single arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Class Action Waiver

ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION.

Time Limitation

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

14. Miscellaneous

Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and MediaPulse regarding your use of the Services.

Waiver

Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by MediaPulse.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision will be modified to reflect the parties' intention or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

Assignment

You may not assign, transfer, or sublicense these Terms or any of your rights or obligations under these Terms without our express written consent. We may assign, transfer, or sublicense these Terms or any of our rights or obligations under these Terms at any time without restriction.

Force Majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials, or failures of telecommunications or internet service providers.

Notices

Any notices or other communications permitted or required under these Terms will be in writing and delivered by email, postal mail, or other means. Notices to MediaPulse should be sent to the contact information provided in the "Contact Us" section.

15. Contact Us

If you have any questions about these Terms, please contact us at: