In these Terms, we call this web site, any successor web sites (together, the “Site”) and the software we provide the “Application”. The Application includes your use of the Media HQS API, and the use of the Media HQS API by third parties authorized through your Media HQS account to use your User Content (as defined below) through the Media HQS API.
Please read these Terms and the Connected Bank Account Terms carefully before using the Services. By accessing or using the Services you acknowledge that you have read and understood these Terms and agree to be legally bound by these Terms and all policies and guidelines incorporated by reference in these Terms. If you do not agree to be bound by these Terms in their entirety, you may not use the Services.
Media HQS reserves the right, in its sole discretion, to change, modify or otherwise alter these Terms, or any policy or guideline applicable to the Services, at any time. If we do so, we will make reasonable efforts to communicate these changes to you via email at the email address you provide in your registration information, if any, or we will post a notice in the Application.
Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revised Terms on this Site, and your continued use of the Services after such time will constitute your agreement to be bound by such modified Terms. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top.
If you do not agree to the modified Terms, you must stop using the Services. You can cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly, we will prorate your account to the nearest month-end after cancellation). If you have any questions about the Terms, please email us at firstname.lastname@example.org.
In these Terms, our customers and the persons to whom they give “staff” or “advisor” access to their Media HQS account are called “Subscribers”, and our customers’ customers who use the Services (for example, to view or pay Subscribers’ invoices) are called “Customers”. In these Terms, users of the Services, whether they are Subscribers, Customers, members of the Media HQS forum, people who post comments on the Media HQS blog, or casual browsers of the Site, are called “Users”.
The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Application.
The Services are not intended to be used by children. You must be at least eighteen (18) years old to use the Services. If we determine that a User is under the age of eighteen (18), we will terminate that User’s use of the Services.
Registration Data; Account Security
If you register for an account on the Services, you agree to (a) provide true, accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); and (b) promptly update the Registration Data and any other information you provide to Media HQS, to ensure it remains true, accurate and complete.
You agree to keep your access credentials (such as passwords, API keys or other information required to access the Service) secure and confidential. You must immediately notify Media HQS of any unauthorized use (or suspected unauthorized use) of your access credentials. You are responsible for all activity on your Media HQS account, and for all charges incurred by your Media HQS account. The access credentials are the property of Media HQS and may be revoked if you share them with any third party (other than as allowed in the Terms), if they are compromised, if you violate these Terms or if Media HQS terminates the API Terms.
Further, as a condition of using the Services, you must:
- not attempt to undermine the security or integrity of Media HQS’ computing systems or networks or, where the Application or Services are hosted by a third party, that third party’s computing systems and networks;
- not use, or misuse, the Application or Services in any way which may impair the functionality of the Application, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Application;
- not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Application or Services are hosted;
- not use the Services or Applications to transmit any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services except as is strictly necessary to use either of them for normal operation.
Ownership, Copyright and Trademarks
In these Terms the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users, whether they are Subscribers, Customers or other Users, is called “User Content”. For example, data about its Customers and about its timesheet entries that a Subscriber provides to the Services is User Content of that Subscriber, data about its payments that a Customer provides to the Services is User Content of that Customer, and Content that a User enters into the Media HQS forum or enters as a comment on the Media HQS blog is User Content of the User.
User Content is that User’s property. Media HQS’ only right to that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 5 and Section 17 of these Terms.
Other than the User Content, the Services, all Content and all software available on or in respect of the Services or used to create and operate the Services (including, without limitation, the Application and the Media HQS API) is the property of Media HQS or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Media HQS.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the sole discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services, including through the Media HQS API, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.
Your Limited License of Your User Content to Media HQS
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future. For example, if you leave comments on the Media HQS blog or posts on the Media HQS forum, we need your license to display that User Content on the Services, and we need the right to sublicense that User Content to our other Users so that they can view that User Content. If you are a Subscriber and enter timesheet data in relation to a Customer and configure your account to display timesheet data to your Customers, we need your license to that User Content to use it in the operation of the Services, and we need the right to sublicense that User Content to your Customers for that purpose.
Therefore, by posting or distributing User Content to or through the Services, you (a) grant Media HQS and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other Users (for example, if you issue invoices to Customers or authorize third parties to access your User Content through the Media HQS API), you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in these Terms.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
Our Limited License of Content to You
Media HQS grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Services or the Content other than for their intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by Media HQS at any time.
You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law in Canada, the United States, and any country in which you are using the Services. These laws include economic sanctions. “Economic sanctions” means United Nations Security Council Resolutions requiring states to restrict or prohibit business activities with certain foreign states, individuals and entities of those states, and non-state actors, and the laws, regulations and policies that restrict or prohibit business activities with certain foreign states, individuals and entities of those states, and non-state actors.
To request permission for uses of Content not included in this license, you may contact Media HQS at the address set out at the bottom of these Terms.
No Responsibility for Third-Party Services, Sites or Content
As a service to our users, the Site may contain links to third-party Web sites (“Third-Party Sites”) or third-party content (“Third-Party Content”) and may provide third-party services (“Third-Party Services”), including payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use Third-Party Sites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk.
Media HQS makes no claim or representation regarding Third-Party Materials and Third-Party Services, and provides them or links to them only as a convenience. Inclusion in the Services of Third-Party Materials does not imply Media HQS’ endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Materials. Media HQS accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Materials, or Web sites linking to the Services. When you leave the Services, our terms and policies no longer govern, and when you use Third-Party Services their terms and policies apply. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Materials and Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Examples of such third providers are given in the Schedule to these Terms entitled “Third Party Providers”.
The provider of Third-Party Materials and Third-Party Services is solely responsible for such Third-Party Materials and Third-Party Services, the content therein, any warranties to the extent that such warranties have not been disclaimed, any training, support or maintenance for the Third-Party Materials and Third-Party Services, and any claims that you or any other party may have relating to that Third-Party Materials and Third-Party Services or your use of them. You acknowledge that you are purchasing the license to Third-Party Materials and Third-Party Services from the provider of those Third-Party Materials and Third-Party Services; Media HQS is acting as agent for the provider in providing such Third-Party Materials and Third-Party Services to you; Media HQS is not a party to the license between you and the provider with respect to such Third-Party Materials and Third-Party Services; and Media HQS is not responsible for such Third-Party Materials and Third-Party Services, the content therein, or any warranties or claims that you or any other party may have relating to such Third-Party Materials and Third-Party Services or your use of them.
You acknowledge and agree that Media HQS and its affiliates are third party beneficiaries of the End User License Agreement for such Third-Party Materials and Third-Party Services, and that, upon your acceptance of the terms and conditions of the license to any such Third-Party Materials and Third-Party Services Media HQS will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
Advertisements and Promotions
Media HQS may run advertisements and promotions from third parties on the Services. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Media HQS, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Media HQS is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Services.
Media HQS requires your consent to use your electronically recorded signature in the Application. Your electronically recorded signature will constitute your acknowledgment that you accept the terms herein and will be used to create a legally binding agreement.
This recorded confirmation by you will constitute your signature.
YOUR USE OF THE SITE, SERVICES, SOFTWARE (INCLUDING WITHOUT LIMITATION, THE APPLICATION AND THE Media HQS API), AND CONTENT (COLLECTIVELY, THE “Media HQS SOLUTION”), AND ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES IS ENTIRELY AT YOUR OWN RISK, AND EXCEPT AS DESCRIBED IN THIS AGREEMENT, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Media HQS, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION THAT THE Media HQS SOLUTION OR THIRD PARTY MATERIALS OR THIRD PARTY SERVICES ARE OR WILL (A) BE FIT FOR A PARTICULAR PURPOSE, (B) BE OF GOOD TITLE, (C) BE OF MERCHANTABLE QUALITY; OR THEY DO NOT OR WILL NOT INTERFERE WITH OR INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE, THE SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED AS TO THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE Media HQS SOLUTION. Media HQS, ITS SUBSIDIARIES AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE Media HQS SOLUTION IS OR WILL BE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, DATA LOSS, ERRORS, THEFT OR DESTRUCTION.
SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM PROVINCE TO PROVINCE.
Media HQS, ITS SUBSIDIARIES AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against Media HQS, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Media HQS Solution or any Third Party Materials or Third Party Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Media HQS Solution or any Third Party Materials or Third Party Services. You use the Media HQS Solution or any Third Party Materials or Third Party Services at your own risk.
Without limitation of the foregoing, neither Media HQS nor any other Released Party shall be liable for any direct, special, indirect, incidental, exemplary, punitive, or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Media HQS Solution or any Third Party Materials or Third Party Services, including without limitation any damages caused by or resulting from your reliance on the Media HQS Solution or any Third Party Materials or Third Party Services or other information obtained from Media HQS or any other Released Party or accessible via the Media HQS Solution or any Third Party Materials or Third Party Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Media HQS or any other Released Party’s records, programs or services.
In no event shall the aggregate liability of Media HQS, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Media HQS Solution exceed any compensation paid by you for access to or use of the Media HQS Solution during the three months prior to the date of any claim. In no event shall Media HQS have or incur any liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use any Third Party Materials or Third Party Services.
You shall defend, indemnify and hold harmless Media HQS and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Media HQS Solution or any Third Party Materials or Third Party Services, and if you are a Subscriber, from your Customers’ use of the Services and from the use of the Media HQS Solution or any Third Party Materials or Third Party Services by any person to whom you give access to your account (including staff or advisors), including any claims made by any person that any of your, and if you are a Subscriber, your Customers’, User Content infringes the rights, including the intellectual property rights, of any third party (collectively, “Indemnified Claims”). Media HQS reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Indemnified Claims. You agree to reasonably cooperate as requested by Media HQS in the defense of any Indemnified Claims.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Subscribers and Customers in the dashboard area of your account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.