Terms and Agreement
These Terms and Conditions constitute an agreement (Agreement) between you (you, your, user, Customer, or Merchant) and AJM Ventures, DBA UpperRoom Technologies (UpperRoom Technologies, us, we or our) any related products or services (MediaFusion, MediaFusion App, Service or Services). This Agreement governs both the Services and any assigned account (Account) used in connection with the Services. Any of the following actions constitute your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) your initialization or registration of the Services, through the MediaFusion website (mediafusionapp.com) (ii) through the use of your Account and password; or (iii) your use of the Site.
The term of this Agreement begins on the date we activate Services for your Account. This Agreement will continue from month to month until terminated by either party pursuant to the terms hereof.
ORDER ACCEPTANCE POLICY
Your submission of your order on the Site or receipt of an email confirmation signifies acceptance by UpperRoom Technologies (MediaFusion) of your order and the provision of your Account. UpperRoom Technologies may verify orders to prevent fraud. Should UpperRoom Technologies suspect the placement of a fraudulent order (even after you have received an email confirmation of acceptance of your order and the provision of your Account), UpperRoom Technologies may contact you by email or telephone regarding such suspected fraudulent order and, in UpperRoom Technologies sole discretion, we may interrupt, restrict, or terminate your Account without notice to you.
USE OF SERVICES & ACCOUNT
You represent and warrant that you are at least 18 years of age or the applicable age of majority in your geographic area, and that you possess the legal right and ability to enter into this Agreement. You agree not to use the Materials, Content, Services, and your Account for any unlawful or abusive purpose or in any way which interferes with our ability to provide Services to our customers, or which damages our property. Certain pages on the Site, or access to the Services and/or your Account, may be accessed only by use of a password and log-in. You are solely responsible for all uses of the Site and/or the Services and/or your Account with your password. You should change your password once each month. If your Services or Accounts are fraudulently used, you agree to immediately notify UpperRoom Technologies of such unauthorized use. We have the right to interrupt, restrict, or terminate Services to your Account, without notice to you, if we suspect fraudulent or abusive activity. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe.
You agree not to use the Service for any illegal, immoral, obscene or unauthorized purpose. Further, you agree to not defame, engage in hate speech, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Service. Media Fusion, in its sole discretion and authority, has the unilateral right to suspend or terminate your Account and all associated data if you use the Service for any such purpose or for any purpose that is antithetical to the community at large. During the term of a Free Trial, you agree that your use of the Service is exploratory and is not meant to support any production or event. MediaFusion considers exploratory usage to mean no more than 50 GB of data usage during the Free Trial. By signing up for your Free Trial you agree that your usage during the Free Trial period shall not exceed that exploratory usage. If your usage exceeds the exploratory usage, defined as 50 GB during the Free Trial, MediaFusion, in it's sole discretion, reserves the right to charge you for any overages at the rate of $0.35 per GB.
EMAIL COMMUNICATIONS FROM UpperRoom Technologies TO YOU
YOU AGREE THAT UpperRoom Technologies MAY SEND EMAIL MESSAGES TO YOU FROM TIME TO TIME REGARDING PLANNED SERVICE DOWNTIME, NEW FEATURES, AND OTHER COMMUNICATIONS THAT WE BELIEVE OUR USERS WILL WANT TO KNOW ABOUT. YOU MAY OPT OUT OF RECEIVING THESE EMAILS BY CANCELLING YOUR MediaFusion SERVICE.
THE MATERIALS, CONTENT, SERVICES, AND ACCOUNTS ARE PROVIDED ?AS IS?. WE MAKE NO WARRANTIES REGARDING THE MATERIALS, CONTENT, SERVICES, AND ACCOUNTS WHATSOEVER AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. If you rely on the representations or warranties of any third parties with respect to the Services beyond those made by UpperRoom Technologies, your sole remedy for such reliance is against the third party making such representation or warranty.
We will make every available effort to keep MediaFusion Services operational 24 hours a day, 7 days a week. There will be periods of downtime for maintenance and upgrades, and sometimes, for reasons that we did not plan. We will attempt to provide at least 24 hours of notice for scheduled maintenance or downtime, but some downtime may be unscheduled and beyond our control. WE MAKE NO GUARANTEE AS TO UPTIME OR AVAILABILITY OF THE SERVICE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL UpperRoom Technologies, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, OR AGENTS BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF OR RELATING TO (i) YOUR INABILITY TO USE THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (ii) YOUR MISUSE OF THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (iii) NONPERFORMANCE OR A FAILURE OF THE SERVICES CAUSED BY ACTS OR OMISSIONS OF ANOTHER SERVICE PROVIDER, (iv) EQUIPMENT OR SOFTWARE FAILURE OR MODIFICATION; (v) TELECOMMUNICATIONS OR COMPUTER EQUIPMENT FAILURES, OR (vi) ACTS OF GOD, OR OTHER CAUSES BEYOND OUR REASONABLE CONTROL. THE FOREGOING SHALL APPLY EVEN IF UpperRoom Technologies HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UpperRoom Technologies ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS, CONTENT, SERVICES AND ACCOUNTS (1) WILL BE UNINTERRUPTED OR ERROR FREE; (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS; (3) IS SECURE; OR (4) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE, MATERIALS, CONTENT, SERVICES, AND ACCOUNT. IN NO EVENT SHALL UpperRoom Technologies, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY ARISING FROM USE OF THE SERVICES, OR ANY EQUIPMENT USED IN CONNECTION WITH THE SERVICES. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, UpperRoom Technologies SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND UpperRoom Technologies AGREE THAT IN NO EVENT SHALL LIABILITY OF UpperRoom Technologies TO YOU FOR ANY REASON EXCEED OUR SERVICE CHARGES DURING THE AFFECTED PERIOD GIVING RISE TO SUCH LIABILITY. YOU AND UpperRoom Technologies AGREE THAT THIS SECTION OF THE AGREEMENT, ?LIMITATION OF LIABILITY?, IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND UpperRoom Technologies. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, UpperRoom Technologies WOULD NOT PROVIDE THE SITE, MATERIALS, CONTENT, SERVICES, OR ACCOUNTS TO YOU.
MODIFICATION OF PRICES OR BILLING TERMS
UpperRoom Technologies reserves the right, at any time, to change its prices and billing methods for the Service, effective immediately upon posting to the Site or by email delivery to you.
INTELLECTUAL PROPERTY OWNERSHIP
All Materials, Services, Accounts, and content, including, but not limited to, policy information, text, software, music, sound, photographs, video, graphics, the arrangement of text and images, commercially produced information, and other material contained on the Site or through the Services (?Content?), are provided by UpperRoom Technologies unless indicated otherwise. All intellectual property rights in the Materials, Content, Services, and Accounts (including copyrights, trademarks, service marks, trade secrets and patents) are the property of UpperRoom Technologies. UpperRoom Technologies retains all copyrights in the individual pages, and their components, and collective works available at the Site. The Materials, Content, Services and Accounts are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way without UpperRoom Technologies prior written permission. Trademarks and copyrights, including the word "UpperRoom Technologies" and the "MediaFusion" logo, are the property of UpperRoom Technologies. All other names and trademarks are the property of their respective holders.
TERMINATION / CANCELLATION
You may terminate this Agreement at any time by ceasing all use of the Services or by notifying UpperRoom Technologies of your desire to cancel your Service. We may terminate this Agreement, at any time, without notice to you, if we believe, in our sole judgment, that you have breached or may breach any term or condition of this Agreement. You agree that termination of this Agreement will not relieve you of any obligation to pay any accrued charges. All sections which by their nature should survive the expiration or termination of the Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. You shall be charged the full amount of the fee for the month in which the Services were terminated. There is no pro-rated refund or discount provided when an account is terminated.
LINKS TO OTHER MATERIALS
The linked sites are not necessarily under the control of UpperRoom Technologies and UpperRoom Technologies is not responsible for the content of any linked site or any link contained in a non-affiliated linked site. UpperRoom Technologies reserves the right to terminate any link or linking program at any time. UpperRoom Technologies has selected the links for your convenience. The selection or omission of links is not intended to endorse any particular companies or products. If you decide to access any of the third-party sites linked to this Site, you do so entirely at your own risk. Any links to any portion of the Site shall be the responsibility of the linking party, and UpperRoom Technologies shall not be responsible for notification of any change in name or location of any information on the Site.
We may change or modify this Agreement from time to time, but any such change (a) will be made in good faith, and (b) if significant will only be made after first providing you with notice of the change. You can review the most current version of this Agreement at any time at our Site (mediafusionapp.com). If you do not agree to a significant change, you may terminate this Agreement by terminating use of the Services and/or by requesting that we terminate your Services.
We may assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of MediaFusion to a third party without notice to you; provided any such third party shall be obliged to honor the terms of this Agreement. You may not assign this Agreement without our prior written consent.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS UpperRoom Technologies, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS? FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (A) YOUR USE OF THE SERVICES, (B) ANY OTHER PERSON?S USE OF ANY ACCOUNT YOU MAINTAIN, REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED BY YOU, OR � YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE GROSSLY NEGLIGENT ACTS OF UpperRoom Technologies OR ITS EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES. THIS INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Except as otherwise provided in this Agreement, notices and other communications under this Agreement shall be in writing and shall be delivered, mailed by first-class mail, postage pre-paid, or sent by facsimile or electronic mail, addressed, (a) if to you, at the address as kept in our files or at such other address as you shall have furnished to us in writing, or (b) if to us, at:
Attn: Customer Support Department
13333 Blanco Road Suite 200
San Antonio, TX 78216
Your notice must specify your name and Account. Each such notice, request, or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, (ii) if sent by facsimile or email, when sent and receipt is electronically confirmed or (iii) if given by any other means (including, without limitation, by air courier), when delivered at the address specified above. Oral notices shall be deemed effective on the date reflected in our records.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Texas, excluding that body of law applicable to conflicts of law.
JURISDICTION & VENUE
You and UpperRoom Technologies agree that any suit, action, or proceeding arising out of or relating to this Agreement shall be instituted only in a Texas state or federal court sitting in San Antonio, Texas United States of America. You and UpperRoom Technologies each waive any objection you or UpperRoom Technologies may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding.
GENERAL INFORMATION, PUBLICITY, ENTIRE AGREEMENT
If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties? original intent, and the remaining portions shall remain in full force and effect. You hereby consent to UpperRoom Technologies publicizing the existence (but not the terms) of the relationship contemplated hereunder as a part of promotional and marketing activities from time to time by UpperRoom Technologies. This Agreement constitutes the entire agreement between UpperRoom Technologies and you with respect to your use of the MediaFusion Site, Materials, Content, Services, and your Account, and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between UpperRoom Technologies and you with respect thereto. The failure of UpperRoom Technologies to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.