MediaListing Terms of Service Agreement
6. Requests for Customer Information.
17. Changes to MediaListing’s Network
BY PROCEEDING TO USE THE INTERNET SERVICES PROVIDED BY MEDIALISTING INC, YOU ACKNOWLEDGE YOUR AGREEMENT TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN IMMEDIATELY STOP YOUR USE OF MEDIALISTING’S INTERNET SERVICES.
This Terms of Service Agreement (“Agreement”) is between MediaListing Inc (“MediaListing”, “MediaListing.com, “we” , “us”, or “our”), a Corporation formed under the laws of the State of Colorado, and all person’s and entities (“member”, “members”, “customer”, “user”, “you”, or “your”) both registered and unregistered visiting, using, viewing or interacting with any feature, component, service or page of www.medialisting.com.
For your information we list below the address details of MediaListing Inc:
MediaListing Inc.
1420 5th Avenue Suite # 2200
Seattle, Wa 98101
Phone: 1-800-994-3361
Email: support@medialisting.com
Customer agrees to use the service in compliance with applicable law and MediaListing’s Acceptable Use Policy (the “AUP”), which is hereby incorporated in this Agreement. Customer agrees that MediaListing may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer’s use of the Services. Amendments to the AUP are effective at the time of MediaListing’s notice to Customer that an amendment has been made. Customer agrees to cooperate with MediaListing’s reasonable investigation of any suspected violation of the AUP. In the event of a dispute between MediaListing and Customer regarding the interpretation of the AUP, MediaListing’s commercially reasonable interpretation of the AUP shall govern.
Our services are available only to individuals who have the capacity to form legally binding contracts under the law applicable to this Terms of Service Agreement. Without limiting the foregoing, our services are not available to minors (under 18 years of age). If you do not qualify, you are not permitted to use our services and no contract will be formed between you and MediaListing. Further, our services are not available to temporarily or indefinitely suspended MediaListing members. MediaListing reserves the right to refuse membership to any and all persons and entities with or without justification or notice. If you are representing a business or company, you agree that you are legally able to represent said company and enter into binding legal agreements and negotiations for said company.
MediaListing uses techniques to verify the identity of registered users and the accuracy of the information each user provides. However, due to the difficulty of determining the correctness and identity information of each user, we do not guarantee information about individual users is accurate. It is your responsibility to verify the identity of a buyer or seller represented through our services to determine that the information provided is accurate.
Customer represents and warrants to MediaListing that the information he, she or it has provided and will provide to MediaListing for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to MediaListing that he or she is at least 18 years of age. MediaListing may rely on the instructions of the person listed as the Primary Customer Contact with regard to Customer’s account until Customer has provided a written notice changing the Primary Customer Contract.
6. Requests for Customer Information.
Customer agrees that MediaListing may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer’s customers or end users that MediaListing believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
Because we are a venue, in the event that you have a dispute with one or more users, you release MediaListing (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
Customer agrees that MediaListing may suspend services to Customer without notice and without liability if: (i) MediaListing reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) MediaListing reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay MediaListing’s reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.
The Agreement may be terminated by Customer without further notice and without liability at any time. The Agreement may be terminated by MediaListing without further notice and without liability as follows: (i) upon ten (10) days notice if Customer is overdue on the payment of any amount due under the Agreement; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within thirty (30) days of a written or electronic notice from MediaListing describing the violation in reasonable detail; (iii) upon one (1) days notice if Customer’s Service is used in violation of a material term of the AUP more than once, or (iv) upon one (1) days notice if Customer violates the Customer Information section of this Agreement. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations. In the event MediaListing terminates the Agreement for Customer’s breach of the Agreement, or Customer terminates their account, all unpaid fees are due on the business day following termination of the Agreement.
We do not control the information provided by other users that is made available through our system. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using the Site. Please note that there are also risks of dealing with people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and MediaListing is not responsible for the acts or omissions of users on the Site.
Notices to MediaListing under the Agreement shall be given via electronic mail to the e-mail address posted for customer support on http://www.medialisting.com . Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.
We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent and we only use your information as described in the Privacy Policy. We view protection of users' privacy as a very important principle. We understand clearly that you and your information is one of our most important assets. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. You may access our current Privacy Policy located at http://www.medialisting.com/privacy.html. If you object to your Information being transferred or used in this way please do not use our services.
You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without the prior written consent of MediaListing. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure. Much of the information on the Site is updated on a real time basis and is proprietary or is licensed to MediaListing by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from the Site without the prior written consent of MediaListing or the appropriate third party, with the exception of downloading or printing a single copy for yourself for offline viewing.
Customer agrees to indemnify and hold harmless MediaListing, MediaListing’s affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer’s services in violation of applicable law or the AUP by Customer or any person using Customer’s log on information, regardless of whether such person has been authorized to use the services by Customer.
MEDIALISTING DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW MEDIALISTING DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF MEDIALISTING AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED $100 UNITED STATES DOLLARS.
Customer agrees to maintain a current copy of all content uploaded to MediaListing notwithstanding any agreement by MediaListing to provide back up services.
17. Changes to MediaListing’s Network
Upgrades and other changes in MediaListing’s network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer’s uploaded or generated content and/or applications. MediaListing reserves the right to change its network in its commercially reasonable discretion, and MediaListing shall not be liable for any resulting harm to Customer.
MediaListing shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond MediaListing’s control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
The Agreement shall be governed by the laws of the State of Colorado, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN DENVER COUNTY, COLORADO, AND EACH PARTY AGREES NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.
MediaListing is not an Auctioneer. We provide a venue for “buyers” and “sellers” to buy and sell advertising media related space and properties electronically. We are not involved in the actual transaction between buyers and sellers nor do we control own or have possession of any listing bought or sold through MediaListing. As a result, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. Although we provide online services to deliver invoices to a buyer or seller for a purchased listing, we do not control or broker the payment for said services and have no control whether the buyer actually remits payment for a purchased listing or a seller delivers on the obligation to complete said transaction.
You must be legally able to sell, rent or represent any item, property or media that you list on MediaListing. You must describe your item and all terms of the sale accurately. Your listing may only include text, descriptions, graphics, pictures and other content relative to the sale of that item. All listed items must be listed in the appropriate category.
If you receive a final purchase notification, both parties accept a purchase offer or a media avail rate response is accepted for any item listed using your account, you are obligated as the seller to complete the transaction as listed unless there is an exceptional circumstance such as 1) the buyer fails too meet the terms of your listing. 2) you cannot authenticate or communicate with the buyer within a reasonable amount of time.
Without limiting any other remedies, MediaListing may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
Neither party, buyer or seller may manipulate the price or sale of any listing not may you interfere with other users’ listings or transactions.
As a buyer you are obligated to complete the transaction with seller if you purchase a listing or accept an offer to purchase as a result of your interest in a listing. By purchasing an item you agree to be bound by the conditions of the listing included in the item’s description as long as those conditions are not in violation of this Agreement or unlawful. Purchases may be cancelable, however a cancellation fee may be charged by MediaListing for cancellation of a transaction.
Fees associated with the use of MediaListing services are payable 15 days after the generation of a billing invoice from MediaListing. Billing invoices are generated every 30 days. MediaListing may require an initial security deposit from users that may not meet the credit requirements as determined by MediaListing. If customer has setup up automatic credit/debit card payment, customer authorizes MediaListing to bill fees generated in the current cycle billing invoice to the credit/debit card on the 15th day following the generation of the billing invoice date. Otherwise MediaListing will invoice customer via electronic mail to the primary customer contact listed with the registered account. Invoiced fees may be issued on or before the 1st day of each billing cycle, and the fees shall be due on the 15th day following invoice date, but in no event earlier than the first day of each billing cycle.
Payments must be made in United States dollars. Customer is responsible for providing MediaListing with changes to billing information (such as credit card expiration, change in billing address) At its option, MediaListing may accrue charges to be made to a credit/debit card until such charges exceed $10.00. MediaListing may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. MediaListing may suspend the service and access to online features without notice if payment for the service is overdue. Fees not disputed within sixty (60) days of due date are conclusively deemed accurate. Customer agrees to pay MediaListing’s reasonable reinstatement fee following a suspension of service for non-payment, and to pay MediaListing’s reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.
MediaListing may increase its fees for services effective after a 45 day period by giving notice to Customer of the new fees at least forty five (45) days prior to the beginning of the new fee or rate.
20.4.2. Taxes
At MediaListing’s request Customer shall remit to MediaListing all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on MediaListing), regardless of whether MediaListing fails to collect the tax at the time the related services are provided.
MediaListing may change the fee structure for certain person’s or entities associated with individually negotiated deals, specials, or promotions. MediaListing may set fees at its discrectiom may maintain a different fee structure of equal or lesser value for individual customers.
You agree that you and MediaListing are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party’s name or trade mark without the other party’s prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. This Agreement may be amended by a formal notification either posted at http://www.medialisting.com or by contacting the Primary Customer Contact. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. A party’s waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without MediaListing’s prior written consent. MediaListing’s approval for assignment is contingent on the assignee meeting MediaListing’s credit approval criteria. MediaListing may assign the Agreement in whole or in part.
MediaListing Inc.
Acceptable Use Policy
(“AUP”)
This AUP governs the use of MediaListing’s online services. Violation of this AUP may result in suspension or termination of your service. In the event of a dispute between you and MediaListing regarding the interpretation of this AUP, MediaListing’s interpretation, in its reasonable commercial judgment, shall govern. If you have any questions regarding this AUP, contact support@medialisting.com.
1. Offensive Content
You may not publish or transmit via MediaListing’s service any content that MediaListing reasonably believes:
1. is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
2. is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech;
3. is defamatory or violates a person’s privacy;
4. constitutes pornography;
5. creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with a investigation by law enforcement;
6. improperly exposes trade secrets or other confidential or proprietary information of another person;
7. is intended to assist others in defeating technical copyright protections;
8. clearly infringes on another person’s trade or service mark, patent, or other property right
9. promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking;
10. is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to MediaListing; or
11. is otherwise malicious, fraudulent, or may result in retaliation against MediaListing by offended viewers.
Content “published or transmitted” via MediaListing’s service includes Web content, e-mail, bulletin board postings, chat, and any other type of posting or transmission that relies on any Internet service provided by MediaListing.
2. Security
You must take reasonable security precautions. You must protect the confidentiality of your password, and you should change your password periodically.
3. Commercial E-Mail
You must obtain MediaListing’s advance approval for any commercial e-mail, which will not be given unless you are able to demonstrate all of the following to MediaListing’s reasonable satisfaction:
1. Your intended recipients have given their consent to receive e-mail via some affirmative means, such as an opt-in procedure;
2. Your procedures for soliciting consent include reasonable means to ensure that the person giving consent is the owner of the e-mail address for which the consent is given;
3. You retain evidence of the recipient’s consent in a form that may be promptly produced on request, and you honor recipient’s and MediaListing’s requests to produce consent evidence within 72 hours of receipt of the request.
4. You have the means to track anonymous complaints;
5. You may not obscure the source of your e-mail in any manner. and
6. You otherwise comply with the CAN SPAM Act and other applicable law.
These policies apply to messages sent using your MediaListing service, or to messages sent from any network by you or any person on your behalf that directly or indirectly refer the recipient to information hosted via your MediaListing service. In addition, you may not use a third party e-mail service that does not practice similar procedures for all its customers.
MediaListing may test and otherwise monitor your compliance with its requirements.
4. Unsolicited E-Mail
You may not send any unsolicited e-mail, either in bulk or individually, to any person who has indicated that they do not wish to receive it.
You must comply with the rules of any other network you access or participate in using your MediaListing’s services.
5. Material Protected by Copyright
You may not publish, distribute, or otherwise copy in any manner any music, software, art, or other work protected by copyright law unless:
1. you have been expressly authorized by the owner of the copyright for the work to copy the work in that manner;
2. you are otherwise permitted by established United States copyright law to copy the work in that manner.
MediaListing will terminate the service of repeat copyright infringers.
6. Copyright Infringement Notice (Digital Millennium Copyright Act)
If you believe your copyright is being infringed by a person using the MediaListing network, please send your written notice of copyright infringement to:
MediaListing Inc. 1420 5th Avenue Suite #2200 Seattle, Wa 98101
Your notice must include the following:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted words at a single site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit MediaListing to locate the material;
4. Information reasonably sufficient to permit MediaListing to contact you, such as an address, telephone number, and, if available, an e-mail address;
5. 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, the copyright owner’s agent, or the law;
6. 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.
7. Other
You must have valid and current information on file with MediaListing for any registered account on the MediaListing network.
8. Disclaimer
MediaListing is under no duty, and does not by this AUP undertake a duty, to monitor or police our customers’ activities and disclaims any responsibility for any misuse of the MediaListing network.
9. Internet Abuse
You may not engage in illegal, abusive, or irresponsible behavior, including:
1. Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures (including those belonging to MediaListing and its customers) without express authorization of the owner of the system or network;
2. monitoring data or traffic on any network or system without the authorization of the owner of the system or network;
3. Interference with service to any user.
4. Use of an Internet account or computer without the owner’s authorization, including, but not limited to Internet scanning (tricking other people into releasing their passwords), password robbery, security hole scanning, and port scanning;
5. Forging of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting; or
6. Any conduct that is likely to result in retaliation against the MediaListing’s network.
7. Use of MediaListing’s network in a way that unreasonably interferes with MediaListing’s other customers use of the network
Inquiries regarding this policy should be directed to support@medialisting.com.
This Agreement together with the AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supercedes and replace any prior understanding or communication, written or oral.Any and all agreements made outside of this agreement where MediaListing and Customer have agreed to and signed an agreement regarding fees, services and termination clauses will supercede the terms of this agreement.