Welcome to Madison, owned and operated by Madison AI LLC and any of its subsidiaries or affiliates (“Company,” “we,” “us” or “our”). These Terms of Service (“Agreement”) govern your use of the website located at meetmadison.ai (the “Site”) and all related products, services, tools, mobile applications, web applications, and any other technology platforms or tools located at any Company websites, including without limitation, successor website(s) or application(s) thereto (collectively, the “Services”). The terms “you,” “your” or “user” refers to you, the user. If you are using the Services on behalf of a business, association, or other entity, “you” or “your” will also refer to such business, association, or other entity, unless the context clearly dictates otherwise. You agree that you are authorized to consent to these terms on behalf of such business, association, or other entity, and we can rely on this and that your business will be bound by these Terms. Company and you may each be referred to as a “Party” or collectively referred to as the “Parties”.
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Please read this Agreement very carefully before accessing or using the Services. By using/ continuing to use the Services, you acknowledge you have read and understand and agree to be bound by the Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. Please print a copy of this Agreement for your records. If you do not agree to all the terms and conditions of this Agreement, then you may not access or use the Services. If this Agreement is considered an offer, acceptance is expressly limited to this Agreement.
The Services are intended for persons eighteen (18) years or older. Persons under the age of eighteen (18) should not access, use, and/or browse the Services. You represent and warrant that you are over the age of eighteen (18) and have the capacity and authority to bind yourself to the terms of this Agreement and agree to be bound by the terms of this Agreement. You represent and warrant that you (1) have all necessary rights, power, and authority to agree to this Agreement and perform your obligations hereunder, and (2) nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation.
Please refer to our Privacy Policy for information about how we collect, use, store, and disclose your personal information (“Privacy Policy”). By providing personal information when using the Services, you agree to the terms of our Privacy Policy and expressly consent to Company’s collection, storage, use, and disclosure of your personal information in accordance with the Privacy Policy.
The Services provide you with ability to view and respond to reviews you receive on any of your actively integrated Google Business Listings.
2.1. Account Registration. You are required to create an account in order to use the Services (“Account”), which can be done by completing the registration process on the Site. You agree that all information provided by you is accurate, full, complete, and up to date at all times. Any registration is solely for you and you may only use one single Account. You may not use the Accounts of others, or allow others to use your Account, and you are solely responsible for preventing such unauthorized use of your Account.
2.2. Consent to Receive Electronic Communications. By creating an Account, you consent to receive electronic communications from Company (e.g., via email). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
2.3. Account Security. You acknowledge that you shall be held solely responsible and solely liable for anything that occurs in your Account and any activity resulting from your Account. You agree that we rely on the user ID and password protection format to confirm whether users accessing and using our App are authorized to do so. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your Account. It is your sole responsibility to (i) control the dissemination and use of user ID and password, and (ii) authorize, monitor, and control access to and use of your Account and password. You shall notify us immediately if you suspect or become aware that your Account is being used without authorization or of any other breach of security. We strongly recommend having a complex password, which should be kept secure at all times. You are also encouraged to change your password regularly. If you wish to either change your user ID or password to log-in to your Account, or cancel and remove your Account, please send us an e-mail of your request to support@meetmadison.ai. Your Account will terminate within reasonable time following your request, and from that date of termination you will no longer be able to access your Account.
2.4. User is Responsible for Equipment and Software to Connect to the Services. You must provide all equipment and software necessary to connect to the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
2.5. Errors, Inaccuracies and Omissions. Occasionally there may be information on the Services that contain typographical errors, inaccuracies, or omissions that may relate to the Services’ descriptions, information, materials, pricing, promotions, and offers. We reserve the right, without prior notice, to (i) correct any errors, inaccuracies, or omissions, and (ii) change or update information or cancel orders, if any information in the Services or on any related website is inaccurate at any time (including after you have submitted an order). We undertake no obligation to update, amend, or clarify information in the Services or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Services or on any related website, should be taken to indicate that all information in the Services or on any related website has been modified or updated.
3.1. License Grant. Subject to your compliance with this Agreement, during the Subscription Term (as defined in section 8.1 below) Company grants you a limited worldwide, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Services solely for the purposes set forth herein. Company reserves all rights in and to the Services not expressly granted to you under this Agreement.
3.2. Use Restrictions. There is certain conduct which is strictly prohibited when using the Services. Except as expressly permitted in this Agreement, you (i) may not make available or use the Services for the benefit of any third party, including, but not limited to, as a service bureau; (ii) may not sell, resell, license, sublicense, transfer, distribute, make available, rent or lease the Services, or exploit the Services for any commercial purposes; (iii) may not use the Services to store or transmit any illegal, immoral, unlawful, and/or unauthorized materials or interfere with or violate a third party’s rights to privacy and other rights, or harvest or collect personally identifiable information about third parties without their express consent; (iv) may not use the Services to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program; (v) may not interfere with or disrupt the integrity, performance, or operation of the Services or any part thereof; (vi) may not attempt to gain unauthorized access or bypass any measures imposed to prevent or restrict access to the Services; (vii) may not use or take any direct or indirect action that imposes or circumvents any usage limits; (viii) may not copy, modify, distribute, create derivative works, translate, port, reverse engineer, decompile, or disassemble any portion of the Services, or any material that is subject to our proprietary rights or use any of the foregoing to create any software or service similar to the Services; (ix) may not use any information or materials of any user or other third party appearing on or through the Services, without our prior written consent; or (x) may not misrepresent or impersonate any person or provide inaccurate Account information. Any breach of this Agreement by you, as shall be determined in our sole discretion, may result in the immediate suspension or termination of your Account.
4.1. Intellectual Property Ownership.
i. All content on the Services (including, for example, text, designs, graphics, logos, icons, images, audio clips, downloads, interfaces, Information, code and software, and the selection and manner of compilation and presentation) (collectively, the “Content”), is owned by Company, our content providers, or our licensors (as applicable), and may be protected by copyright, trademark, and other applicable laws. Company, our content providers, or our licensors (as applicable) retain full and complete title to and reserve all rights in the Content on the Services, including all associated intellectual property rights. Company neither warrants nor represents that your use of Content on the Services will not infringe rights of third parties.
ii. You may access the Services only for your permitted use under this Agreement, and you may not modify or delete any copyright, trademark, or other proprietary notice relating to any Content you access. Your access to and use of the Services does not grant you any license or right to use any trademark, logo, or service mark displayed on the App. You agree not to display or use in any manner the Company marks without Company’s advance written permission.
iii. All software used in connection with the Services is the property of Company or our licensors and protected by United States and international copyright laws, and subject to separate license terms, in which case those license terms will govern such software. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services or access to the Services, or any contact on the Services through which the Services are provided, without express written permission by us.
iv. All rights not expressly granted herein are reserved by Company, our affiliates, and licensors. You agree to abide by all additional restrictions displayed on the Services, and as they may be updated from time to time.
4.2. Customer Content. “Customer Content” means any content, including profile information, comments, questions, and other content in any form or medium, that is submitted, posted, displayed, transmitted, or otherwise made available on the Services by or on behalf of you. For the avoidance of doubt, output, copies, reproductions and other derivative works generated by your use of the Services as expressly permitted hereunder which are derived from Customer Content are themselves also Customer Content; provided, however, that Statistical Information is not Customer Content. We claim no ownership rights over Customer Content created by you. Company has the right (but not the obligation) in its sole discretion to remove or reject any Customer Content that is submitted on or through the Services.
By submitting, posting, displaying, providing, or otherwise making available any Customer Content on or through the Services, you expressly grant to Company a worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable, non-exclusive right and license to receive, store, use, reproduce, modify, publish, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such Customer Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services and Company’s (and its successors’ and affiliates’) business, including without limitation in connection with modifying, improving, and enhancing artificial intelligence models, as well as promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels.
By submitting, posting, displaying, providing, or otherwise making available any Customer Content on or through the Services, you expressly grant to Company a worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable, non-exclusive right and license to receive, store, use, reproduce, modify, publish, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such Customer Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services and Company’s (and its successors’ and affiliates’) business, including without limitation in connection with modifying, improving, and enhancing artificial intelligence models, as well as promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels.
You hereby represent, warrant and covenant to Company that: (i) you have obtained and are solely responsible for obtaining all consents as may be required by law to post any Customer Content relating to third parties; (ii) Customer Content and Company’s use thereof as contemplated by this Agreement and the Services will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights. Company takes no responsibility and assumes no liability for any Customer Content that you or any third-party posts, sends, or otherwise makes available over the Services. You shall be solely responsible for your Customer Content and the consequences of posting, publishing it, sharing it, or otherwise making it available.
4.3. Statistical Information. We may derive and compile, either manually or automatically, anonymized and aggregated data related to the performance, operation, and use of the Services (“Statistical Information”) including by you, and use such Statistical Information for our business purposes, including for operations management, for research and development, and for sharing with relevant parties. We own the rights in and to such Statistical Information.
4.4. Feedback. By sending us any feedback, comments, questions, ideas, proposals, or suggestions concerning Company or the Services whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), you represent and warrant (i) that you have the right to disclose the Feedback, (ii) that the Feedback does not violate the rights of any other person or entity, including, but not limited to, intellectual property rights, such as infringing a copyright, trademark, or patent; violating a right of privacy, attribution or withdrawal; or otherwise misappropriating a trade secret, and (iii) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (a) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (b) acknowledge that we may have something similar to the Feedback already under consideration or in development, and (c) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license, under all intellectual property rights, to use, make, have made, incorporate into the Services, modify, copy, display, perform, distribute, prepare derivative works, publish, distribute, and sublicense the Feedback, without any credit or compensation to you. This Feedback section shall survive any termination of your Account or any aspect of the Services.
The Services provide you with ability to view and respond to reviews you receive on any of your actively integrated Google Business Listings.
5.1. Definition. The Parties acknowledge that, in the course of performance under this Agreement, one Party (“Disclosing Party”) may intentionally or inadvertently disclose, deliver or permit access to by the other Party (“Receiving Party”) certain data, materials, methodologies, and information (in written, oral, and/or electronic format) that a reasonable person would understand to be secret, proprietary and/or confidential given the circumstances of the disclosure (collectively “Confidential Information”). Without limiting the generality of the foregoing, the Services are Confidential Information of Company.
5.2. Confidentiality Obligations. Receiving Party shall hold all Confidential Information of Disclosing Party in the strictest confidence and shall not disclose or provide such Confidential Information to any third Party without the express written consent of Disclosing Party in each instance, except that Receiving Party may disclose or provide such Confidential Information to the officers, directors, employees, subcontractors and suppliers of Receiving Party whose duties justify a need-to-know such Confidential Information; who are notified of their burden of confidentiality; and in the case of those who are not officers, directors or employees of Receiving Party, who have signed a non-disclosure agreement containing restrictions, terms and conditions that are at least as restrictive as those set forth herein. In all events Receiving Party shall use the same level of care to protect the Confidential Information of Disclosing Party as Receiving Party uses to protect Receiving Party’s own most confidential and sensitive information but not less than reasonable care. Receiving Party shall not make any use whatsoever of Confidential Information of Disclosing Party except such limited use as is required to perform Receiving Party’s obligations under this Agreement. To the limited extent reasonably necessary for such permitted use, the foregoing shall include the right to make a reasonable number of copies of such Confidential Information each of which shall be subject to this section.
5.3. Exclusions. The obligations set forth in this section shall not apply to Confidential Information which Receiving Party can demonstrate by reasonable written evidence: (i) is already, or otherwise becomes, generally known by third parties as a result of no act or omission of Receiving Party; (ii) subsequent to disclosure hereunder is lawfully received from a third Party having the right to disseminate the information and without restriction on disclosure; (iii) is generally furnished to others by Disclosing Party without restriction on disclosure; (iv) is independently developed by Receiving Party with written evidence of such independent development; or (v) is disclosed pursuant to a legal or administrative order, provided that Disclosing Party is given prior notice and a reasonable opportunity to object (with Receiving Party’s assistance) to such disclosure.
5.4. Return of Confidential Information; Ownership. Upon the written request of Disclosing Party, Receiving Party shall cease providing access, using and promptly securely destroy all copies of any Confidential Information of Disclosing Party then in Receiving Party’s possession or under Receiving Party’s control, subject to Disclosing Party’s right to the return of original copies of any of its Confidential Information. Upon the written request of Disclosing Party, Receiving Party shall confirm in writing that Receiving Party has complied with the obligations set forth in this paragraph. Notwithstanding the foregoing, Receiving Party is not required to destroy, erase or modify any archival records that it maintains in the normal course of its business, provided that the terms of this Agreement shall survive termination and apply to such Confidential Information until it is securely destroyed. Except as expressly provided herein, nothing in this Agreement shall be construed to grant Receiving Party any right, title or interest (including any license) in or to Confidential Information of Disclosing Party.
The Parties acknowledge that, in the course of performance under this Agreement, one Party (“Disclosing Party”) may intentionally or inadvertently disclose, deliver or permit access to by the other Party (“Receiving Party”) certain data, materials, methodologies, and information (in written, oral, and/or electronic format) that a reasonable person would understand to be secret, proprietary and/or confidential given the circumstances of the disclosure (collectively “Confidential Information”). Without limiting the generality of the foregoing, the Services are Confidential Information of Company.
You acknowledge and agree that we provide access to such materials, products, websites, tools, and resources “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We do not warrant and will not have any liability or responsibility arising from or relating to third-party materials, websites, tools, products, and resources. Any use by you of third-party materials, tools, products, services, and resources offered through the Services is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which such items are provided by the relevant third-party provider(s).
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. You may not use third-party content without that third-party’s permission, or as otherwise allowed by law. Complaints, claims, concerns, or questions regarding third-party products or services should be directed to the applicable third-party.
If you wish to terminate this Agreement you may do so at any time for any reason or without reason by ceasing use and deleting your Account. Deleting your Account can only be done by sending an email directly at support@meetmadison.ai with a specific request which will require us to authenticate the request. Thereafter you shall not be able to use the Services until you renew your registration to the Services. Cancelling your Account may cause the loss of certain information you provided us and/or the capacity of your Account. We do not accept any liability for such loss. Termination of your Account shall not relieve you of your obligations to pay amounts accrued or owing, nor affect any legal rights or obligations which may have arisen under the Agreement prior to or at the date of termination. We may terminate, limit, or suspend your access to all or any part of your Account at any time, with or without cause, or with or without notice, effective immediately, and such termination may result in the destruction of all information and data associated with your use of the Services.
Upon termination of your Account: (i) all rights granted to you hereunder will automatically terminate, and (ii) you must immediately cease all use of the Services.
8.1. Fees. Company offers certain enhanced features of the Services which you can purchase as a subscription (“Subscription”) for monthly or yearly durations (“Subscription Term”) . A description of features associated with Subscriptions is available in the Services. When you purchase a Subscription or otherwise make an order through the Services (a “Transaction”), we may ask you to supply additional information relevant to your Transaction, such as your credit card number, the expiration date of your credit card, and your address(es) for billing (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. The amounts due and payable by you for a Transaction will be presented to you before you place your order. If you choose to initiate a Transaction via the Services, you authorize us to provide your Payment Information to third party service providers so we can complete your Transaction and you agree (i) to pay the applicable fees and any taxes; (ii) that Company may charge your credit card or third party payment processing account, for verification, pre-authorization and payment purposes; and (iii) to bear any additional charges that your bank or other financial service provider may levy on you as well as any taxes or fees that may apply to your order. You’ll receive a confirmation email after we confirm the payment for your order. Your order is not binding on Company until accepted and confirmed by Company. All payments made are non-refundable and non-transferable except as expressly provided in this Agreement.
8.2. Transaction Cancellation; Verification. If you have any concerns or objections regarding charges, you agree to raise them with us first and you agree not to cancel or reject any credit card or third-party payment processing charges unless you have made a reasonable attempt at resolving the matter directly with Company.
8.3. Fee Disputes. Company reserves the right to not process or to cancel your Transaction in certain circumstances, for example, if your credit card is declined, if we suspect the request or Transaction is fraudulent, or in other circumstances Company deems appropriate in its sole discretion. Company also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your Transaction. You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). Company will either not charge you or refund the charges for Transactions that we do not process or cancel.
8.4. Changes to Price Terms for Subscriptions. Company reserves the right to change its pricing terms for Subscriptions at any time, in which case Company will notify you in advance of such changes becoming effective. Changes to the pricing terms will not apply retroactively and will only apply for Subscription renewals after such changed pricing terms have been communicated to you and/or the general public. If you do not agree with the changes to Company’s pricing, you may choose not to renew your Subscription in accordance with the section “How to Cancel Your Subscription.”
8.5. How to Cancel Your Subscription. All amounts are payable and charged at the beginning of the Subscription and, because each such Subscription renews automatically for an additional period equal in length to the expiring Subscription Term until you cancel it, at the time of each renewal until you cancel, using the Payment Information you have provided. You must cancel your monthly or yearly Subscription before it renews to avoid the billing of the fees for the next Subscription period. You will not receive a refund for the fees you already paid for your current Subscription period and you will continue to receive the Services ordered until the end of your current Subscription period.
8.6. 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 Company regarding future functionality or features.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOU EXPRESSLY AGREE THAT THE USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH THE SERVICES. WE DO NOT REPRESENT OR WARRANT THAT (1) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (2) ANY ERRORS IN THE SERVICES WILL BE CORRECTED, (3) THE QUALITY OF THE SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS, (4) THE SERVICES WILL BE FREE OF ANY WORMS OR VIRUSES OR ANY CODE OF A MALICIOUS AND/ OR DESTRUCTIVE NATURE, (5) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (6) COMPANY HAS READ OR REVIEWED ANY CONTENT RESULTING FROM OR OTHERWISE PROVIDED THROUGH THE SERVICES. YOU (AND NOT COMPANY) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. COMPANY DOES NOT WARRANT OR GUARANTEE THAT YOU WILL BE SATISFIED WITH THE CONTENT GENERATED FROM YOUR USE OF THE SERVICES; IN THE EVENT YOU ARE NOT SATISFIED WITH THE CONTENT GENERATED BY THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICES.
COMPANY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (2) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR CONSUMPTION OF ANY CONTENT; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (4) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (5) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES; (6) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, SHARED OR CREATED BY OR THROUGH THE SERVICES; OR (7) LOSS OR DAMAGED CAUSED BY ANOTHER USER’S VIOLATION OF THIS AGREEMENT.
10.1. Indemnification. You agree to indemnify, defend, and hold Company and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, harmless from and against any and all losses, claims, damages, judgments, demands, actions, proceedings, investigations (whether formal or informal), or expenses (including reasonable attorneys’ fees), or threats thereof, due to, arising out of or relating to (i) your breach of this Agreement or the documents incorporated herein by reference or hyperlink, (ii) your violation of (a) any law or regulation, or (b) the rights of a third-party, or (iii) your use of the Services.
10.2. Indemnification Procedures. In the event of such a claim, suit, or action, we will attempt to provide you notice of the claim, suit, or action at the contact information we have for your Account on file (provided, that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, this Agreement, or your access to the Services, including the purchase or use of any benefits through the Services.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS, CONTRACTORS, REPRESENTATIVES, INTERNS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE RESPONSIBLE FOR ANY LOSS INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUES, OR FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR THE SERVICES, OR FOR ANY DAMAGES RELATED TO THE LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE MAXIMUM TOTAL LIABILITY OF COMPANY AND ITS AFFILIATES, FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE ACCESS TO AND USE OF THE SERVICES, EXCEED THE GREATER OF (1) $100 OR (2) TO THE TOTAL AMOUNT YOU PAID TO COMPANY IN FEES OVER THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM. CLAIMS FOR DAMAGES MUST BE MADE WITHIN ONE (1) YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. YOU HEREBY WAIVE ANY CLAIM THAT THESE LIMITATIONS OR EXCLUSIONS DEPRIVE YOU OF AN ADEQUATE REMEDY.
Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this section. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.
Company respects the intellectual property rights of others. It is our policy to respond promptly to any claim that Content infringes the copyright or other intellectual property rights of any person. Company will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action in accordance with the DMCA and this Agreement, including removing or disabling access to content claimed to be infringing and/or terminating accounts and access to the Services.
12.1. The DMCA Process and Procedure. The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When an effective DMCA notification is received, the online service provider responds under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the user responsible for posting the removed content so that a counter-notification may be filed if applicable. On receiving a valid counter-notification, we generally restore the content in question, unless we receive notice from the DMCA notice provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Our Privacy Policy does not protect any information contained in any DMCA take-down notice or counter-notification. If you have any questions about your rights, copyright infringement or the notification and counter-notification process under the DMCA, we recommend that you speak with an attorney.
12.2. Filing a DMCA “Take Down” Notification. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a take-down notification (“Take-Down Notification”) pursuant to the DMCA by providing us with the following information in writing (see 17 U.S.C. § 512 for further detail):
i. All content on the Services (including, for example, text, designs, graphics, logos, icons, images, audio clips, downloads, interfaces, Information, code and software, and the selection and manner of compilation and presentation) (collectively, the “Content”), is owned by Company, our content providers, or our licensors (as applicable), and may be protected by copyright, trademark, and other applicable laws. Company, our content providers, or our licensors (as applicable) retain full and complete title to and reserve all rights in the Content on the Services, including all associated intellectual property rights. Company neither warrants nor represents that your use of Content on the Services will not infringe rights of third parties.
ii. You may access the Services only for your permitted use under this Agreement, and you may not modify or delete any copyright, trademark, or other proprietary notice relating to any Content you access. Your access to and use of the Services does not grant you any license or right to use any trademark, logo, or service mark displayed on the App. You agree not to display or use in any manner the Company marks without Company’s advance written permission.
iii. All software used in connection with the Services is the property of Company or our licensors and protected by United States and international copyright laws, and subject to separate license terms, in which case those license terms will govern such software. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services or access to the Services, or any contact on the Services through which the Services are provided, without express written permission by us.
iv. All rights not expressly granted herein are reserved by Company, our affiliates, and licensors. You agree to abide by all additional restrictions displayed on the Services, and as they may be updated from time to time.
Any person who knowingly materially misrepresents that content or an activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.
12.3. RESPONDING TO DMCA NOTICE WITH A COUNTER-NOTIFICATION. We will take reasonable steps to promptly inform you if your content has been taken down upon receipt of an effective Take-Down Notification. If you believe that the content that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner or the copyright owner’s agent or pursuant to the law, to use the material, you may send us a counter notification (“Counter Notification”) containing the following information:
i. Your physical or electronic signature;
ii. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
iii. A statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
iv. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the U.S. district court in the state in which you reside (or the U.S. district court where our headquarters are located if your address is outside of the United States), and a statement that you will accept service of process from the person who provided notification of the alleged infringement to us.
You have ten (10) business days after receipt of a Take-Down Notification to send us an effective Counter Notification or the allegedly infringing material may not be restored.
Any person who knowingly materially misrepresents that material or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.
12.4. Where to Send a DMCA Request. You must submit your DMCA Take-Down Notification and Counter Notifications to us by email at support@meetmadison.ai.
12.5. DMCA Notices Must Comply with These Requirements. Official DMCA Notices must provide all the information described above in order to be effective. If your DMCA Notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing content.
12.6. Company has the Right to Remove Allegedly Infringing Content. Company reserves the right to remove any content that allegedly infringes another person’s copyright or trademark rights, thereby restricting access to or visibility of the content on the Services and restricting the owner’s ability to buy, sell, access, or view the content on the Services. All transactions involving the Services are conducted with the knowledge and assumption of the risk that the content may subsequently be removed from the Services because of a DMCA dispute or a user’s violation of this Agreement. Company shall not be liable to a user of content that was subsequently taken down by Company pursuant to a valid Take-Down Notification or a determination of a user’s violation of this Agreement.
13.1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Company agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that you and Company are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.
13.2. Exceptions. As limited exceptions to section 13.1. above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights.
13.3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other Party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
13.4. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and each Party shall bear its own costs and expenses of arbitration, including legal fees.
13.5. Injunctive and Declaratory Relief. Except as provided in section 13.2. above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either Party and may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The Parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
13.6. Class Action Waiver. YOU AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the Parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
14.1. Entire Agreement. This Agreement, our Privacy Policy and any other policies or operating rules posted by us on the Services or in respect to the Service constitute the complete and exclusive agreement and understanding between you and us related to the Services, and supersedes any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Agreement). Any ambiguities in the interpretation of this Agreement shall not be construed against the drafting party.
14.2. Changes to the Services; Changes to this Agreement. As limited exceptions to section 13.1. above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights.
i. Changes to the Services; Automatic Updates. Company may from time to time in its sole discretion develop and provide Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Additionally, Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.
ii. Changes to this Agreement. We reserve the right, at our sole discretion, to update, change, modify, or replace any part of this Agreement by posting updates and changes on the Site. We may elect to notify you of such changes by mail, email, posting of modified the Agreement, or some other similar manner. However, it is your responsibility to check the Site regularly for changes to this Agreement. Your continued use of or access of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.
14.3. Governing Law. This Agreement and all disputes arising out of or relating to the Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York in the United States, without regard to its conflict of laws principles. The Parties acknowledge and agree that any and all disputes will be resolved exclusively in a venue with appropriate jurisdiction in New York, New York.
14.4. Severability. In the event that any provision of this Agreement is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.
14.5. Waiver. No delay or omission by us in exercising any rights or remedies thereunder shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right or remedy by us shall not preclude further exercise or any right or remedy by us. No waiver by us shall be valid unless in writing signed by us.
14.6. Survival. Upon termination, all provisions of this Agreement, which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification, and limitations of liability.
14.7. Assignment. You may not assign this Agreement to any other party. We may assign this Agreement or delegate any or all of our rights and responsibilities under this Agreement to any third parties, without notice to you.
14.8. Headings. The headings used in the Agreement are included for convenience only and will not limit or otherwise affect this Agreement.
Comments, questions, and concerns about the Agreement should be sent to us at support@meetmadison.ai.