THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, 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 TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
YOU may not access the Services if YOU are MRL's direct competitor, except with MRL's prior written consent. In addition, YOU may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on July 5, 2014. It is effective between YOU and MRL as of the date of YOUR accepting this Agreement.
Table of Contents
2. Free Trial
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Agreement" means this Master Subscription Agreement.
"Beta Services" means MRL services that are not generally available to customers.
"Content" means information obtained by MRL from MRL content licensors or publicly available sources and provided to YOU pursuant to an Order Form, as more fully described in the Documentation.
"Documentation" means MRL online user guides, documentation, and help and training materials, as updated from time to time, accessible via mediarebel.com/help or login to the applicable Service.
"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
"Order Form" means an ordering document specifying the Services to be provided hereunder that is entered into between YOU and MRL or any of MRL's Affiliates, including any addenda and supplements thereto.By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
"Purchased Services" means Services that YOU or YOUR Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
"Referral Partner" means any third-party which is approved under the terms and conditions of the MRL Affiliate Partnership Program to offer MRL related services.
"Services" means the products and services that are ordered by YOU under a free trial or an Order Form and made available online by MRL, including associated offline components, as described in the Documentation."Services" exclude Content and Non-MediaRebel.com Applications.
"User" means an individual who is authorized by YOU to use a Service, for whom YOU have ordered the Service, and to whom YOU (or MRL at YOUR request) have supplied a user identification and password.Users may include, for example, YOUR employees, consultants, contractors and agents, and third parties with which YOUR transact business.
"WE," "US" or "OUR" means the MediaRebel LLC company described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
"YOU" or "YOUR" means the company or other legal entity for which you are accepting this Agreement and Affiliates of that company or entity.
"Your Data" means electronic data and information submitted by or for YOU to the Purchased Services or collected and processed by or for YOU using the Purchased Services, excluding Content and Non-MediaRebel.com Applications.
If YOU register on our website for a free trial, We will make one or more Services available to YOU on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by YOU for such Service(s). Additional trial terms and conditions may appear on the trial registration web page.Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL.
NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.
Please review the User Guide during the trial period so that YOU become familiar with the features and functions of the Services before YOU make YOUR purchase.
3.1. Provision of Purchased Services. MRL will (a) make the Services and Content available to YOU pursuant to this Agreement and the applicable Order Forms, (b) provide MRL's standard support for the Purchased Services to YOU at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for:(i) planned downtime (of which MRL shall give at least 8 hours electronic notice and which MRL shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time), and (ii) any unavailability caused by circumstances beyond MRL's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving MRL's employees), Internet service provider failure or delay, Non-MRL Application, or denial of service attack.
3.2. Protection of YOUR Data. MRL will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of YOUR Data, as described in the Documentation.Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as YOU expressly permit in writing.
3.3 MRL Personnel.We will be responsible for the performance of MRL personnel (including MRL's employees and contractors) and their compliance with MRL's obligations under this Agreement, except as otherwise specified herein.
3.4 Beta Services.From time to time, MRL may invite YOU to try Beta Services at no charge. You may accept or decline any such trial in YOUR sole discretion.Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered "Services" under this Agreement, are not supported, and may be subject to additional terms.Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available.We may discontinue Beta Services at any time in MRL's sole discretion and may never make them generally available.MRL will have no liability for any harm or damage arising out of or in connection with a Beta Service.
4.1 Subscriptions.Unless otherwise provided in the applicable Order Form, (a) Services and Content are purchased as subscription, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
4.2 Usage Limits.Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms.Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User's password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content.If YOU exceed a contractual usage limit, MRL may work with YOU to seek to reduce YOUR usage so that it conforms to that limit.If, notwithstanding MRL's efforts, YOU are unable or unwilling to abide by a contractual usage limit, YOU will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment).
4.3 YOUR Responsibilities.YOU will (a) be responsible for Users' compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of YOUR Data and the means by which YOU acquired YOUR Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify MRL promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations, and (e) comply with terms of service of Non-MRL Applications with which YOU use Services or Content.
4.4 Usage Restrictions.YOU will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than YOU or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for YOU own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).
4.5. Removal of Content and Non-MRL Applications.If MRL are required by a licensor to remove Content, or receive information that Content provided to YOU may violate applicable law or third-party rights, MRL may so notify YOU and in such event YOU will promptly remove such Content from YOUR systems.
If YOU do not take required action in accordance with the above, MRL may disable the applicable Content, Service and/or Non-MRL Application until the potential violation is resolved.
5.1. Acquisition of Non-MRL Products and Services.MRL or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-MRL Applications and implementation and other consulting services.Any acquisition by YOU of such non-MRL products or services, and any exchange of data between YOU and any non-MRL provider, is solely between YOU and the applicable non-MRL provider.MRL do not warrant or support Non-MRL Applications or other non-MRL products or services, whether or not they are designated by MRL as "certified" or otherwise, except as specified in an Order Form.
5.2. Non-MRL Applications and YOUR Data.If YOU install, activate or enable a Non-MRL Application for use with a Service, YOU grant MRL permission to allow the provider of that Non-MRL Application to access YOUR Data as required for the interoperation of that Non-MRL Application with the Service.MRL is not responsible for any disclosure, modification or deletion of YOUR Data resulting from access by a Non-MRL Application.
5.3. Integration with Non-MRL Applications.The Services may contain features designed to interoperate with Non-MRL Applications.To use such features, YOU may be required to obtain access to Non-MRL Applications from their providers, and may be required to grant MRL access to YOUR account(s) on the Non-MRL Applications.If the provider of a Non-MRL Application ceases to make the Non-MRL Application available for interoperation with the corresponding Service features on reasonable terms, MRL may cease providing those Service features without entitling YOU to any refund, credit, or other compensation.
6.1. Fees.YOU will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
6.2. Invoicing and Payment.YOU will provide MRL with valid and updated credit card information or with a valid purchase order or alternative document reasonably acceptable to MRL.If YOU provide credit card information to MRL, YOU authorize MRL to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions).Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, MRL will invoice YOU in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon receipt. YOU are responsible for providing complete and accurate billing and contact information to MRL and notifying MRL of any changes to such information.
6.3. Overdue Charges.If any invoiced amount is not received by MRL by the due date, then without limiting MRL's rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).
6.4. Suspension of Service and Acceleration. If any amount owing by YOU under this or any other agreement for MRL's services is ten (10) or more days overdue, MRL may, without limiting MRL's other rights and remedies, accelerate YOUR unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend MRL's services to YOU until such amounts are paid in full.MRL will give YOU at least 10 days' prior notice that YOUR account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending services to YOU.
6.5. Payment Disputes.MRL will not exercise MRL's rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if YOU are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
6.6. Taxes.MRL's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with YOUR purchases hereunder.If MRL has the legal obligation to pay or collect Taxes for which YOU are responsible under this Section 6.6, MRL will invoice YOU and YOU will pay that amount unless YOU provide MRL with a valid tax exemption certificate authorized by the appropriate taxing authority.For clarity, MRL is solely responsible for taxes assessable against MRL based on MRL's income, property and employees.
6.7. Future Functionality. YOU agree that YOUR purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by MRL regarding future functionality or features.
7.1. Reservation of Rights.Subject to the limited rights expressly granted hereunder, MRL and MRL's licensors reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights.No rights are granted to YOU hereunder other than as expressly set forth herein.
7.2. License by MRL to Use Content.We grant to YOU a worldwide, limited-term license, under MRL's applicable intellectual property rights and licenses, to use Content acquired by YOU pursuant to Order Forms, subject to those Order Forms, this Agreement and the Documentation.
7.3. License by YOU to Host YOUR Data and Applications.YOU grant MRL and MRL's Affiliates a worldwide, limited-term license to host, copy, transmit and display YOURData, and any Non-MRL Applications for YOU using a Service, as necessary for MRL to provide the Services in accordance with this Agreement.Subject to the limited licenses granted herein, MRL acquire no right, title or interest from YOU or YOUR licensors under this Agreement in or to YOUR Data or any Non-MRL Application.
7.4. License by YOU to Use Feedback. YOU grant to MRL and MRL's Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by YOU or Users relating to the operation of the Services.
8.1. Definition of Confidential Information."Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.YOUR Confidential Information includes YOUR Data; MRL's Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
8.2. Protection of Confidential Information.The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate's, legal counsel's or accountant's compliance with this Section 8.2.
8.3. Compelled Disclosure.The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
9.1. Representations.Each party represents that it has validly entered into this Agreement and has the legal power to do so.
9.2. Our Warranties.We warrant that (a) this Agreement, the Order Forms and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of YOUR Data, (b) MRL will not materially decrease the overall security of the Purchased Services during a subscription term, (c) the Purchased Services will perform materially in accordance with the applicable Documentation, (d) subject to Section 5.3 (Integration with Non-MRL Applications), MRL will not materially decrease the functionality of the Purchased Services during a subscription term, and (e) the Purchased Services and Content will not introduce Malicious Code into Your systems. For any breach of an above warranty, YOUR exclusive remedies are those described in Sections 12.3 (Termination) and 12.4 (Refund or Payment upon Termination).
9.3. Disclaimers.EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.CONTENT AND BETA SERVICES ARE PROVIDED "AS IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER.EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
10.1. Indemnification by MRL. MRL will defend YOU against any claim, demand, suit or proceeding made or brought against YOU by a third party alleging that the use of a Purchased Service in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights (a "Claim Against You"), and will indemnify YOU from any damages, attorney fees and costs finally awarded against YOU as a result of, or for amounts paid by YOU under a court-approved settlement of, a Claim Against YOU, provided YOU (a) promptly give MRL written notice of the Claim Against YOU, (b) give MRL sole control of the defense and settlement of the Claim Against YOU (except that MRL may not settle any Claim Against YOU unless it unconditionally releases YOU of all liability), and (c) give MRL all reasonable assistance, at MRL's expense.If MRL receives information about an infringement or misappropriation claim related to a Service, MRL may in MRL's discretion and at no cost to YOU (i) modify the Service so that it no longer infringes or misappropriates, without breaching MRL's warranties under Section 9.2 (MRL's Warranties), (ii) obtain a license for YOUR continued use of that Service in accordance with this Agreement, or (iii) terminate YOUR subscriptions for that Service upon 30 days' written notice and refund YOU any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim AgainstYOU arises from Content, a Non-MRL Application orYOUR breach of this Agreement.
10.2. Indemnification by YOU.YOU will defend MRL against any claim, demand, suit or proceeding made or brought against MRL by a third party alleging that YOUR Data, or YOUR use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against Us"), and will indemnify MRL from any damages, attorney fees and costs finally awarded against MRL as a result of, or for any amounts paid by MRL under a court-approved settlement of, a Claim Against Us, provided MRL (a) promptly givesYOU written notice of the Claim Against MRL, (b) give YOU sole control of the defense and settlement of the Claim Against MRL (except that YOU may not settle any Claim Against MRL unless it unconditionally releases MRL of all liability), and (c) give YOU all reasonable assistance, at YOUR expense.
10.3. Exclusive Remedy.This Section 10 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section 10.
11.1 Limitation of Liability.NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER.THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).
11.2. Exclusion of Consequential and Related Damages.IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
12.1 Term of Agreement.This Agreement commences on the date YOU first accept it and continues until all subscriptions hereunder have expired or have been terminated.
12.2. Term of Purchased Subscriptions.The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless MRL has given YOU written notice of a pricing increase at least thirty (30) days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.Any such pricing increase will not exceed 100% of the pricing for the applicable Purchased Service or Content in the immediately prior subscription term, unless the pricing in the prior term was designated in the relevant Order Form as promotional or one-time.
12.3. Termination.A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.4. Refund or Payment upon Termination.If this Agreement is terminated by YOU in accordance with Section 12.3 (Termination), MRL will refund YOU any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination.If this Agreement is terminated by MRL in accordance with Section 12.3, YOU will pay any unpaid fees covering the remainder of the term of all Order Forms.In no event will termination relieve YOU of YOUR obligation to pay any fees payable to MRL for the period prior to the effective date of termination.
12.5. YOUR Data Portability and Deletion.Upon request by YOU made within fifteen (15) days after the effective date of termination or expiration of this Agreement, MRL will make YOUR Data available to YOU for export or download as provided in the Documentation.After that 15-day period, MRL will have no obligation to maintain or provide YOURData, and will thereafter delete or destroy all copies of YOUR Data in MRL's systems or otherwise in MRL'spossession or control as provided in the Documentation, unless legally prohibited.
12.6. Surviving Provisions. The Sections titled "Fees and Payment for Purchase Services," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," "Portability and Deletion of Your Data," "Notices, Arbitration, Governing Law and Jurisdiction" and "General Provisions" will survive any termination or expiration if this Agreement.
13.1. General. Notices relating to this Agreement shall be sent to: MediaRebel, LLC; 700 Wilshire Boulevard; Suite 510; Los Angeles, California 90017.In the event disputes or controversies arise between the parties (including a claim of uncured or continuing default), the aggrieved party shall advise the other party of the dispute in writing. Within ten business days after written notice is received, an authorized representative of each company shall meet by telephone or in person and attempt to resolve the dispute. Disputes which cannot be resolved between the parties shall be submitted to a single arbitrator for binding arbitration under the rules then prevailing of the American Arbitration Association.
Any initiated arbitration will be held in Los Angeles, California. The judgment upon any award rendered in the arbitral proceeding may be entered in any court having jurisdiction. In addition to any amounts awarded, the arbitrator shall be directed to also award costs, expenses and reasonable attorneys' fees to the prevailing party. The arbitrator shall have no authority to order punitive or exemplary damages, may not ignore or vary controlling terms of this Agreement, and shall be required to apply controlling law.
13.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to YOU shall be addressed to the relevant billing contact designated by YOU. All other notices to YOU shall be addressed to the relevant Council Administrator designated by YOU.
14.1. Export Compliance. The Services, Content, other technology MRL makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
14.2. Anti-Corruption. YOU have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of MRL's employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If YOU learn of any violation of the above restriction, YOU will use reasonable efforts to promptly notify MRL's Legal Department at firstname.lastname@example.org.
14.3 Entire Agreement and Order of Precedence.This Agreement is the entire agreement between YOU and MRL regarding YOUR use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.The parties agree that any term or condition stated in YOUR purchase order or in any other of YOUR order documentation (excluding Order Forms) is void.In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:(1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
14.4. Assignment.Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice.In the event of such a termination, MRL will refund to YOU any prepaid fees covering the remainder of the term of all subscriptions.Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
14.6. Third-Party Beneficiaries. Our Content licensors shall have the benefit of MRL's rights and protections hereunder with respect to the applicable Content.There are no other third-party beneficiaries under this Agreement.
14.7. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
14.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.