We collect information from you when you fill out a form.
When ordering or registering on our site, as appropriate, you may be asked to enter your: name or e-mail address. You may, however, visit our site anonymously.
Any of the information we collect from you may be used in one of the following ways:
- To personalize your experience (your information helps us to better respond to your individual needs)
- To improve our website (we continually strive to improve our website offerings based on the information and feedback we receive from you)
- To improve customer service (your information helps us to more effectively respond to your customer service requests and support needs)
- To send periodic emails. The email address you provide may be used to send you information, respond to inquiries, and/or other requests or questions.
Yes (Cookies are small files that a site or its service provider transfers to your computer’s hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain information
If you prefer, you can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies via your browser settings. Like most websites, if you turn your cookies off, some of our services may not function properly. However, you can still place orders by contacting customer service.
We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.
Because we value your privacy we have taken the necessary precautions to be in compliance with the California Online Privacy Protection Act. We therefore will not distribute your personal information to outside parties without your consent.
We are in compliance with the requirements of COPPA (Children’s Online Privacy Protection Act), we do not collect any information from anyone under 13 years of age. Our website, products and services are all directed to people who are at least 13 years old or older.
Media Science Incorporated complies with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries and Switzerland. Media Science Incorporated has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view MSI’s certification, please visit http://www.export.gov/safeharbor/
MSI will cooperate with the European Union Data Protection Authorities (DPAs) and the Swiss Federal Data Protection and Information Commissioner (FDPIC) to investigate any unresolved complaints under the Safe Harbor Frameworks.
BILLING, INVOICING, AND CANCELATIONS
Current as of: 01-01-2017
These terms of service are subject to change at anytime, without notice, check back periodically for the latests terms and conditions.
Services are billed on a monthly recurring, subscription basis, unless otherwise stated. Premium services such as Watermarking, Web-Crawling, Additional User / Provisioning, Data Overages, are subject to additional charges.
Data: .005¢ Per-Megabyte / Per-Recipient
Web-Crawler: (coming soon)
Additional User / Provisioning: $4.00 Per-User / Per-Month
Invoices are generated and made available for review approximately every 30 days from the date of signup, cards on file will be automatically billed no later than 10 days following the date of invoice.
Services may be cancelled at any time.
Clients wishing to cancel their service should contact Media Science Incorporated via. email at firstname.lastname@example.org
In the event that user cancels service, any unused portion of a users monthly commitment will be pro-rated, and user will only be invoiced and charged for the portion of services used.
If user account is carrying a negative balance at the time of cancellation, all monies owed to Media Science Incorporated shall be invoiced and collected no later than 10 days following final invoice.
TERMS & CONDITIONS OF USE:
IMPORTANT – PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY WHEN PURCHASING OR ACCESSING THE LISTED SERVICES AND/OR SOFTWARE FROM MEDIA SCIENCE INCORPORATED. (“MSINC”) OR ITS WHOLLY OWNED SUBSIDIARY, MSI (EUROPE) LIMITED. (“MSI-EU”), AS APPLICABLE, (MSINC and MSI-EU, TOGETHER REFERRED TO HEREIN AS “MSI”). These terms and conditions (“Terms”) govern the use and licensing by MSI of the StudioCDN service(s) along with their related software, including the MSI Portal (altogether the “Services,” and each a “Service”). BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, CLICKING THE “SUBMIT” OR “ACCEPT” BUTTONS, USING ANY OF THE SERVICES OR OTHERWISE INDICATING ACCEPTANCE OF THESE TERMS, YOU AND ANY PARTY OR ENTITY THAT YOU ARE USING/PURCHASING THE SERVICE ON BEHALF OF (TOGETHER REFERRED TO AS “YOU” OR “YOUR”), REPRESENT AND WARRANT THAT: (i) YOU ARE AUTHORIZED TO BIND YOURSELF AND ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE SERVICE AND/OR SOFTWARE; AND (ii) YOU AGREE TO BE BOUND BY ALL OF THESE TERMS (INCLUDING THE DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY SECTIONS SET FORTH BELOW) TO THE EXCLUSION OF ANY OTHER RIGHTS AND OBLIGATIONS, SUCH AS ANY RIGHTS, OBLIGATIONS OR OTHER TERMS LISTED ON A PURCHASE ORDER OR THE LIKE YOU MAY PROVIDE MSI AND YOU AGREE THAT ANY SUCH RIGHTS, OBLIGATIONS OR OTHER TERMS ARE HEREBY NULL AND VOID. YOU UNDERSTAND AND AGREE THAT WHEN ORDERING OR ACCESSING MSI’S SERVICES FROM COUNTRIES LOCATED OUTSIDE OF THE UNITED STATES YOU ARE ENTERING INTO A BINDING CONTRACT WITH MSI-EU, NOT MSINC., AND MSI-EU SHALL SERVE AS THE SELLER OF RECORD TO YOU. FOR THE AVOIDANCE OF DOUBT, ANY REFERENCES TO “MSI” IN THESE TERMS RELATED TO (i) THE SALE OF SERVICES TO CUSTOMERS LOCATED OUTSIDE OF THE UNITED STATES OR (ii) THE REPORTING AND/OR PAYMENT OBLIGATIONS IN CONNECTION THEREWITH, SHALL BE CONSTRUED AS REFERENCES TO MSI-EU AND NOT MSINC.
1.2. Personally Identifiable Information. When using certain Service(s) provided by MSI hereunder, it may be possible for You to exchange limited personally identifiable information (“PII”) with MSI. Your assent to these Terms constitutes an express understanding and agreement that when PII is provided to MSI in connection with the Services, through any of the MSI websites, or otherwise under these Terms, such PII may be maintained and/or processed in the United States by MSI, as MSI’s Services, software and website are provided via equipment and other resources located in the United States and other territories throughout the world. To ensure that Your PII is handled with due care, MSI certifies that it adheres to the Safe Harbor framework developed by the U.S. Department of Commerce in coordination with the European Union. The European Union’s Directive on Data Protection prohibits the transfer of personal data to non-EU countries that do not provide an “adequate” level of privacy protection. Safe Harbor certification permits a “certified” entity to transfer personal data from the EU to the United States in accordance with the EU Directive. To learn more about the Safe Harbor program and to view MSI’s certification, please visit http://www.export.gov/safeharbor/.
1.3. Service Data. When using the MSI Services You may view, collect, transmit, store and or share certain data, information, files, etc. (altogether “Service Data”). MSI does not own any Service Data and specifically disclaims any responsibility for any Service Data that You or any other user collects, posts or produces while using the Service. MSI agrees that these Terms do not grant MSI any ownership rights to Service Data and MSI agrees not access or use any Service Data for any purpose other than to the extent necessary to provide the Service to You. MSI does not select or screen Service Data and does not review, test, confirm, approve or verify the accuracy of any Service Data. You are solely responsible for any and all Service Data that You produce, transmit and/or store in the Service. To the extent that any of Your Service Data contains third party information, files or data, it is solely Your responsibility to properly notify or obtain any applicable thirty-party consent.
2.1. License. MSI hereby grants You a royalty-free, nonexclusive, worldwide, non-transferable, right and license to access, use, execute and deploy the Service and its related software for the applicable subscription term subject to the restrictions set forth in these Terms. The Service is owned and operated by MSI and provided to You on a subscription basis; MSI is not transferring ownership or title to the Service to You.
2.1.1. The Service is made available for download solely for use by You and only according to these Terms. Any reproduction, resale or redistribution of the Service that is not in accordance with these Terms is expressly prohibited, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. The license granted hereunder may not be transferred by You to any third party and is non-exclusive.
2.1.2. You acknowledge that the Services and their related software are proprietary to MSI and/or its suppliers and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. You may not remove any proprietary notices or labels from any of the Services. You may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce any of the Services to a human-readable form. You may not reproduce, distribute or create any derivative works based on the Services without expressly being authorized in writing to do so by MSI. Further, You may not rent, lease, grant a security interest in or otherwise transfer any rights to the Services. All rights not expressly granted in these Terms are reserved to MSI and its suppliers.
2.1.3. The license granted hereunder entitles You to receive any and all standard updates and support that MSI provides to all users of its Services, generally. Notwithstanding the previous sentence, MSI reserves the right to charge all of its users fees for any future versions of, or premium (i.e., charged for) upgrades to, the Services. You understand that MSI may update or modify any of the Services and their related software at any time, but is under no obligation to inform You of any such updates or modifications. For the avoidance of doubt, unless MSI chooses to provide such updates or modifications to all of its users, these Terms do not grant You any right, license or interest in or to any premium support, maintenance, improvements, modifications, enhancements or upgrades to the Services or their related software. To the extent that MSI supplies any updates or upgrades to You, they will be deemed to be subject to these Terms, unless MSI indicates otherwise.
2.1.4. ANY AND ALL CONTENT ON THE WEBSITES, SOFTWARE AND COMPUTER PROGRAMS ASSOCIATED WITH THE SERVICES ARE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM MSI. YOU AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS FOR ANY PUBLIC OR COMMERCIAL PURPOSE.
2.2. End User Conduct. You are solely responsible for the content of Your computer(s) and Your MSI account and any transmissions made when using the Services. Your use of the Services are subject to the Terms set forth herein and all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing privacy, account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). When using any of the Services You hereby agree: (i) to comply with all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing privacy, account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising); (ii) not to use the Service to post, distribute, or otherwise make available or transmit any software or other computer files that contain a virus, trojan horse, worm or other harmful or destructive component; (iii) not to use the Service for any illegal purposes; (iv) not to delete from the Service or its related software, or documentation used in connection with the Service, any legal notices, disclaimers, or proprietary notices such as copyright or trademark notices, or modify any logos that You do not own or have express permission to modify; (v) not to use the Service to interfere or disrupt any other networks connected to the Service; (vi) not to use the Service to infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (vii) not to use the Service to distribute any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature. You shall not access or use someone else’s StudioCDN account at any time, without first obtaining the permission of the account holder. You agree that You are responsible for all actions and inactions of Your employees, consultants, or any other third party that You allow to access Your MSI account, and You agree to use commercially reasonable efforts to monitor such third party users. MSI reserves the right to disable Your account or take any other action that MSI in its sole discretion deems necessary or appropriate in the event that MSI has reason to believe that Your conduct while using any of the Services has violated the terms of this Section 2.2.
2.3. Account Passwords & Security. Certain Services provided by MSI hereunder require You to use an email address to create a username and choose a password for access to Your StudioCDN account (for security purposes, MSI recommends choosing a password for the Service that is different from the username and password to Your computer). MSI does not send emails asking for a user’s StudioCDN username and/or password or any other username or password. To keep the Service secure, You should keep all usernames and passwords confidential. Access to, and use of, password-protected and/or secure aspects of the Services are restricted to authorized users only. Unauthorized individuals attempting to use any of the Services may be subject to prosecution. You agree to carefully safeguard all of Your passwords. MSI does not maintain a database of user passwords so You are solely responsible if You do not maintain the confidentiality of Your passwords and account information. Furthermore, You are solely responsible for any and all activity that occurs under Your account. MSI is not liable for any loss incurred by You resulting from another’s use of Your password, account, or public/private key, as may be applicable, either with or without Your knowledge. However, You may be held liable for losses incurred by MSI or another party due to another’s use of Your password, account, or public/private key, as may be applicable, either with or without Your knowledge. You agree to immediately notify MSI of any unauthorized use of Your account or any other suspected breach of security known to You, including if You believe that Your password and/or account information has been stolen or otherwise compromised.
2.4. Collaboration Disclaimer. MSI is not responsible for the images/sounds/etc. you may view or experience while viewing a StudioCDN landing page or included files etc. MSI has no obligation to monitor any information stored on or shared through the Services and is not responsible for the accuracy, appropriateness or legality of any files, posts, links or other information You may be able to share or access while using the Services.
3.1.1. Payment of Month-to-Month Subscriptions. In the event that Your subscription to a Service is on a monthly basis, payment of the subscription fee must be by preauthorized credit card charge, PayPal® charge or direct debit only, and Your subscription will automatically renew each calendar month unless You provide MSI with written notice of non-renewal during the prior calendar month. You will automatically be charged the applicable monthly subscription fee for each month or partial month that Your month-to-month subscription is in effect.
3.1.2. Payment of Annual Subscriptions:
184.108.40.206. Annual Subscriptions by Credit Card. In the event that Your subscription to the Service is for a year and the initial payment is by credit card, PayPal® charge or direct debit, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You give MSI prior written notice of non-renewal at least thirty (30) days prior to the expiration of Your current year subscription.
220.127.116.11. Annual Subscriptions By Invoice. In the event that Your subscription to the Service is for a year and the initial payment is by check or bank draft against an invoice from MSI, payment shall be due within thirty (30) days’ of the date of invoice. Additionally, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You or MSI give prior written notice of non-renewal at least thirty (30) days prior to the expiration of the current year subscription.
3.1.3. Free Subscriptions. Notwithstanding the above, Your subscription to any of MSI’s free Services does not require the payment of a subscription fee. MSI reserves the right, in its sole and absolute discretion, to restrict, limit or terminate the use of “free” or “basic” versions of the Services by any individual, entity or group of entities, without notice.
3.2. No Cancellations. Notwithstanding any provision of these Terms or any course of dealing between the parties, You may not cancel, terminate or rescind a subscription during its term. Any and all payments by You to MSI for access to the Services are final.
3.3. Credit Card Authorization. In the event that You cancel the credit card provided to MSI to pay for the Service or the card expires or is otherwise terminated, You must immediately provide MSI with a new valid credit card number. You authorize MSI, from time to time, to undertake steps to determine whether the credit card number provided to MSI is a valid credit card number. In the event that You do not provide MSI with a current valid credit card number with sufficient credit upon request during the effective period of these Terms, You will be in violation of these Terms. You hereby authorize MSI to automatically update Your credit card information using software designed for updating purposes.
3.4. Payment Due. Unless otherwise provided for herein, payment of all fees are due and payable to MSI without demand, invoicing or notice before the commencement of the subscription period to which those fees apply.
3.5. Taxes. You agree to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this license, or the use or possession of a Service, or any software or other product provided under these Terms, excluding any taxes based on net income payable by MSI. If You are exempt from paying any sales, use or other taxes, You must provide MSI with appropriate evidence of tax exemption for all relevant jurisdictions.
3.6. Promotional Offers. Promotions and other special discounted pricing offers are temporary and upon the renewal of Your subscription, any such discounted pricing offers may expire. MSI reserves the right to discontinue or modify any special promotional offers at its sole discretion.
4.1. Disclaimer of Warranties. Although MSI has attempted to provide accurate information with regard to the Service, MSI assumes no responsibility for the accuracy or inaccuracy of any information provided. Mention of non-MSI products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. Your use of any of the Services is at Your own risk. ALL INFORMATION, DOCUMENTATION AND SERVICES PROVIDED BY MSI ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MSI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE. MSI MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. NOR DOES MSI MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY EMPLOYEES OF MSI, IT’S AGENTS, RESELLERS, CONSULTANTS OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL NOT BE DEEMED TO BE A WARRANTY BY MSI FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF MSI WHATSOEVER.
4.2.1. YOU AGREE THAT THE CONSIDERATION WHICH MSI IS RECEIVING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY MSI OF THE RISK OF YOUR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES. MSI AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCTS OR SERVICES, LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL MSI BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE SERVICE, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE SERVICE, EVEN IF MSI OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE NOT TO ASSERT ANY SUCH CLAIM AGAINST MSI OR ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES.
4.2.2. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. IN NO EVENT SHALL MSI’S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO MSI, IF ANY, FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. IN THE EVENT THAT APPLICABLE LAW LIMITS THE EXCLUSION OF IMPLIED WARRANTIES OR THE ABOVE LIMITATIONS OF LIABILITY, THE MAXIMUM AMOUNT OF EXCLUSIONS ALLOWED UNDER APPLICABLE LAW SHALL BE APPLIED.
4.2.3. ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND CONFIDENTIAL COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.
4.4. Right to Terminate. MSI may, in its sole discretion, immediately terminate Your subscription, license and right to use the Service if (i) You fail to make timely payments of subscription fees as required for access to Your account or You declare bankruptcy, are involved in any bankruptcy proceedings or are otherwise insolvent; (ii) You breach these Terms; (iii) MSI is unable to verify or authenticate any information You provide to MSI; or (iv) MSI decides, in its sole discretion, to discontinue offering the Service to its users. MSI shall not be liable to You or any third party for termination of the Service or Your use of the Service. Upon expiration or termination for any reason, You shall no longer be authorized to use the Service. When Your access to the Service is terminated and/or Your subscription is canceled, You will no longer have access to data and other material that You may have stored in connection with the Service and that material may be deleted by MSI. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms or otherwise existing at law shall survive any termination, expiration or rescission of these Terms.
4.5. Title. Title, ownership rights and intellectual property rights in the Service shall remain with MSI or its suppliers, as applicable. The Service is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Service is the property of the applicable content owner and is protected by applicable law. The licenses granted under these Terms give You no rights to such content. “StudioCDN,” associated logos, and other names, logos, icons and marks identifying MSI’s Services are trademarks or service marks of MSI (collectively the “Trademarks”) and may not be used without the prior written permission of MSI. All other product names mentioned are used for identification purposes only and may be trademarks or service marks of their respective holders. Nothing should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of MSI or such third party that may own the Trademarks. Your use of the Trademarks except as provided in these Terms is strictly prohibited.
4.6. Feedback. MSI shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Services any suggestions, ideas, enhancement requests, recommendations or other information provided by You relating to the operation of the Service (“Feedback”).
4.7. Confidentiality. You shall maintain the confidentiality of information that has been, and will continue to be, provided to You by MSI in connection with Your use of the Service. You specifically agree to the following confidentiality terms (the “Confidentiality Terms”):
4.7.1. Obligations. You shall (a) maintain in confidence all such information, including but not limited to the Service and its related software, (b) not disclose any such information to anyone except Your employees, agents, and consultants on a need-to-know basis (and who have been informed of and acknowledge their obligation to be bound by these Confidentiality Terms), and (c) not use MSI’s confidential information for any purpose other than that for which it is disclosed. All confidential information shall remain the sole property of MSI. You shall have no right, title, or interest in or to the confidential information.
4.7.2. Confidential Information. Information considered confidential by MSI includes, without limitation, information of MSI relating to (a) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and business concepts, plans or strategies, (c) other information of a similar nature not generally disclosed by MSI to the public or other information You should reasonably believe to be confidential given the circumstances, (d) information concerning Your use of the Service, and (e) the Service itself and its associated software.
4.7.3. Exclusions. The obligations imposed by these Confidentiality Terms shall not apply to any information that (a) is proven by You to have been rightfully received from a third party without accompanying use or disclosure restrictions; (b) is or becomes generally publicly available through no wrongful act of You or any other person or entity with a confidentiality obligation; (c) is already known to You prior to the date of disclosure as evidenced by documentation bearing a date prior to the date of disclosure; (d) is approved for release in writing by an authorized representative of MSI; or (e) is required to be disclosed pursuant to a valid court order, duly authorized subpoena, or governmental authority (provided that You shall immediately give MSI written notice and an opportunity to contest such required disclosure).
4.7.4. Remedies. The remedy at law for any breach of any of the covenants and agreements set forth in these Confidentiality Terms may be inadequate, so in the event of any such breach or threatened breach, MSI shall, in addition to all other remedies which may be available to it at law, be entitled to equitable relief in the form of preliminary and permanent injunctions, without the necessity of proving damages. You further agree that these Confidentiality Terms shall in no way restrict or limit any other remedies MSI may have available at law and MSI may be entitled to recover the costs, including reasonable attorney’s fees, to enforce its rights under these Confidentiality Terms.
4.7.5. Return of Confidential Information. Upon the written request of MSI, You shall return, or certify that You have destroyed, all information disclosed under these Confidentiality Terms and any memoranda, diagrams, or any other documents containing any information disclosed under these Confidentiality Terms.
4.7.6. Enforceability. In the event any one or more of the provisions of these Confidentiality Terms shall be deemed invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
4.7.7. Application. These Confidentiality Terms shall control in lieu of and notwithstanding any proprietary or restrictive legends or statements inconsistent with these Confidentiality Terms that may be associated with any particular information disclosed hereunder.
4.7.8. Surviving Obligations. The confidentiality obligations imposed under these Confidentiality Terms shall survive any termination, expiration, or rescission of these Terms or Your subscription term, as well as continue beyond any time in which You were using the Service.
4.8. Disclaimer of High Risk Activities. The Services are not fault-tolerant and are not designed, manufactured or intended for use or resale as or with on-line control equipment in hazardous environments requiring fail-safe performance, including, but not limited to, equipment used to operate nuclear facilities, aircraft navigation or aircraft communication systems or air traffic control, direct life support machines or weapon systems, in which the failure of the Services could lead directly to death, personal injury or severe physical or environmental damage (“High Risk Activities”). Accordingly, MSI and its suppliers specifically disclaim any express or implied warranty of fitness for such High Risk Activities.
4.9. Compliance with Export Laws & Regulations. The Services and their related software are subject to United States Export Administration Regulations. No software or Service may be downloaded, used or exported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country to which the United States has embargoed goods; or (ii) any person or entity on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List or Entity List, or otherwise designated as prohibited from receiving U.S. exports. By subscribing to the Service or using any of its related software, You represent and warrant that You are not- and are not controlled by – any such person or entity and are not controlled by a national or resident of any such country.
4.10. Force Majeure. No party shall be liable for any performance failure, delay in performance, or lost data under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by: (i) failures of software or other computer programming (other than the Service purchased hereunder); (ii) natural weather events; or (iii) any other causes beyond that party’s reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers; provided that in any such event, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.
5.1. Entire Agreement. These Terms represent the complete agreement concerning the subject matter of the license granted hereunder and Your use of any of the Services. MSI may amend these Terms at any time by sending information regarding the Terms amendment to the email address You have provided to MSI. You manifest intent to accept these amended terms if You continue to use the Service after such amended terms have been sent to You. If You do not agree with any such amended terms You must notify MSI during the 30-day period after such amended terms have been posted and at the end of such 30-day period these Terms shall be deemed terminated unless MSI agrees to waive such amended terms to which You object.
5.2. Governing Law & Venue. These Terms shall be governed by and construed in accordance with the laws of the State of California and the laws of the United States, without giving effect to any principles of conflict of law. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or federal courts located in Los Angeles, California, and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The parties specifically disclaim applicability of (i) the United Nations Convention on the Sale of Goods and (ii) any Incoterms.
5.3. Severability. If any of the provisions of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
5.4. Publicity. MSI shall have the right to identify You as a user of the Service. You agree that MSI may use any logo and/or name associated with You on MSI’s website and other materials in order to identify You as an MSI user.
5.5. Notices. Notices by MSI to You may be sent to the email address You provide on the Registration Form or otherwise by any means that MSI determines in its sole discretion as likely to come to Your attention. All notices sent by You to MSI in connection with these Terms shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of MSI set forth herein.
5.6. Waiver. You agree not to bring or participate in any class action lawsuit against MSI or any of its employees or affiliates. You agree not to bring a claim under these Terms more than two years after the expiration of these Terms. The failure of MSI to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by MSI of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of these Terms. No remedy made available to MSI by any of the provisions of these Terms is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy available at law or in equity.
5.7. No Exclusivity. You acknowledge and agree that MSI is in the business of providing technologies and services to support secure, streamlined digital delivery of high-value media files including watermarking and other solutions and that MSI may provide such services to third parties, including any competitors of You, which are the same or similar to the Services provided to You hereunder.
5.8. Assignment. These Terms shall be binding upon and inure to the benefit of the parties and their permitted assigns. Neither party may assign this Agreement, assign its rights or delegate its duties hereunder (whether directly or indirectly, in whole or in part, by operation of law or otherwise), without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, MSI may assign this Agreement, without Your prior written consent in connection with a merger, acquisition, change of control or sale of substantially all of its assets (or any substantially similar transaction). Additionally, MSI may assign all or any part of the performance of this Agreement to an Affiliate Entity without Your prior written consent. For the purposes of this section, the term “Affiliate Entity” shall mean any entity that now or in the future controls, is controlled by, or is under common control with MSI.
5.9. Addendum. Special characters and emojis may be removed from StudioCDN packages during the delivery process, users acknowledge this may affect readability.