Media Distribution Solutions, LLC Terms and Conditions
Last updated: May 8, 2018
MEDIA DISTRIBUTION SOLUTIONS AGREEMENT
This Agreement (“Agreement”) is made on the date accepted online between Media Distribution Solutions, LLC, (hereinafter called “MDS”) and the User that has purchased or otherwise agreed to use an MDS service pursuant to this Agreement (hereinafter called “User”).
WHEREAS, MDS provides User access to Technology (comprised of the MDS video services solution), and
Whereas User desires to use the MDS Technology pursuant to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, the parties agree as follows:
- Technology license. MDS hereby grants to User and its Affiliates a nonexclusive, non-transferable, limited license to access the Technology solely for the purpose of using the MDS service. Nothing in this Agreement is intended to transfer any ownership of MDS’s intellectual property rights of any kind to User nor does it permit User to reverse engineer or create derivative works.
- Use of the Service. User agrees to use the Technology for the purpose in which it is intended.
- Fees. User agrees to pay for Technology as set forth on the MDS web site or as may have been otherwise agreed by both Parties. For Users paying month to month, prices are subject to change with thirty (30) days’ notice provided by email. For Users on longer term subscriptions, prices are subject to change at the end of a User’s term. Users paying fees by credit or debit card agree to maintain a sufficient balance to cover its purchases from MDS.
- Term and Termination. The term of this Agreement is defined by the selection a User made online or as may have been otherwise agreed by the Parties. This agreement may be terminated immediately by MDS if the User violates this Agreement.
- Transfer and Assignment. User will not transfer or assign its rights under this Agreement to any other party without the express written consent of MDS. In the event of a change of control or sale of substantially all of the assets of MDS, MDS may assign this Agreement.
- Disclaimers. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, All SERVICES ARE PROVIDED “AS IS”. EACH PARTY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSES, OR AS TO THE RESULTS THAT USER MAY ACHIEVE ON ACCOUNT OF MDS’S SERVICES
- Indemnification. User agrees to indemnify and hold MDS and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with User’s use of the Technology.
- Confidentiality. “Confidential information” means all MDS non-public, proprietary or confidential information including information about business activities, products, services, and technical knowledge, that is marked as “confidential” or could reasonably be considered confidential. User agrees not to disclose, or permit to be disclosed, any Confidential Information to any third party without the MDS’s written consent.
- Limitations of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS), HOWEVER ARISING, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING SHALL NOT APPLY WITH RESPECT TO CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN. EXCEPT WITH REGARD TO THE PARTIES’ CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN ABOVE, NEITHER PARTY’S LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE AGGREGATE FEES PAID BY USER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE APPLICABLE CLAIM.
- Entire Agreement. This Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes all proposals or prior agreements, oral or written, and all other communications between parties relating to the subject matter of this Agreement. This Agreement may not be amended except in writing signed by both parties.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas with exclusive venue in Collin County, Texas. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intention of the Parties, and the remainder of the Agreement will remain in full force and effect.
- Notices. All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered by courier service or as may be permitted otherwise in this agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by indicating their agreement to do so online.