Terms and Conditions

I. General

These Terms of Use (also referred to hereafter as the "Agreement"), and our Privacy Policy, as each is amended from time to time, as well as all any other rules and restrictions set forth on www.mediapass.com, apply to you when you view, access or otherwise use the web site located at www.mediapass.com (the "Website") and our online services provided there through. The Website is owned by MediaPass, LLC ("MediaPass"), with offices at 1100 Glendon Ave, Los Angeles, CA. 90024, and for the purposes of these Terms of Use, the terms "we", "us", "our", and "MediaPass", refer to MediaPass LLC. "You" refers to you, as a user of this Website. By accessing or using the Website, you are acknowledging that you are either 18 years of age or have the consent of a legal parent or guardian and that you have read, understand and agree without limitation or qualification to be bound by these Terms of Use. If you do not agree with these Terms of Use, you do not have the right to access or otherwise use the Website and, accordingly, you should not do so. Although we may attempt to notify you if any major changes are made to these Terms of Use, you agree that each visit to the website shall be subject to the then-current Terms of Use available on the Website. Accordingly, you should check these Terms of Use periodically for changes prior to using the Website. The Website is intended for and directed to residents of the United States and all information, advertising and claims contained on the Website are valid in an applicable only to the United States. Furthermore, this website is not intended for children under the age of 13. If you are under 13 years of age, then please do not use the Website.

II. Privacy Policy and Additional Software Terms

(a) Our Privacy Policy: In addition to these Terms of Use, your use of and access to the Website is also subject to our Privacy Policy, which is incorporated by reference herein. Our Privacy Policy contains additional terms relating to our potential collection, use and disclosure of your personal information. You agree that you have read, agreed to and understand MediaPass' complete Privacy Policy.

(b) Third Party Software Terms. In addition, in order to view certain Website Content or upload or download Digital Content, you may be required to download and install certain third party software products, including but not limited to Adobe Reader. All right, title and interest in such third party software products may be subject to additional terms and conditions set forth in an end user license agreement available on the applicable third party website, which you will be required to review and affirmatively accept prior to and as a condition of your downloading, installation and use of the applicable third party software.

III. Use of the Website and Website Content

(a) Your Right to Use the Website: Subject to the terms and conditions in these Terms of Use and any terms applicable to your use of third party software, we grant you a nonexclusive, nontransferable, limited right to access, use and display the Website and the copyrighted text, software, music, videos, graphics, photos, interactive features, logos, trademarks and other proprietary materials and information provided hereon, including any Digital Content that you have purchased through the Website (collectively, "Website Content"), subject to the limitations set out in Section III(c) below.

(b) Your Rights to Digital Content: The Website provides you the ability to purchase certain copyrighted contents, materials and proprietary information made available by third party owners of such content (each a "Content Provider") to MediaPass for display on, and resale and redistribution by through, the Website, including without limitation, all text, software, photographs, video, graphics, music and sound contained therein (collectively, "Digital Content"). By proceeding with any purchase of Digital Content, you are thereby agreeing to be bound by the terms of this Agreement. . MediaPass reserves the right not to post or publish any Digital Content, or to delete, remove or make unavailable any Digital Content on the Website at any time in its sole discretion without notice or liability. It is your responsibility to store and maintain any Digital Content which you have purchased, and MediaPass has no liability for any loss, damage or destruction of any Digital Content after it is initially made available to you for download, including in the event that your MediaPass User Account is suspended or terminated for any reason.

(c) Limitation on Use of Website Content and Digital Content: The rights granted to you under these Terms of Use with respect to the use of the Website and Website Content are subject to the following limitations: (i) your use of the Website and the Website is conditioned upon your prior acceptance of this Agreement (ii) you agree not to distribute in any medium any part of the Website (including any Digital Content purchased by you without our prior written consent (iii) you agree not to alter or modify any portion of the Website (including any Digital Content purchased by you (iv) you agree not to copy, reproduce, distribute, display portions of, or link to this Website or any Website; (v) Content contained hereon for commercial purposes without our prior express written consent (including, but not limited to, the sale of advertising on the Website, or the use of the Website to generate advertising or subscription revenue) or the consent of the relevant Content Provider, as applicable (vi) any copying or exporting capabilities in connection with any Digital Content are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners in any Digital Content (vii) you agree to use the Website and the Website Content (including any Digital Content purchased by you) only for lawful, personal and informational purposes; and MediaPass reserves the right to suspend or discontinue access to all or any portion of the Website at any time.
Except as otherwise permitted herein, you may not reproduce, distribute, modify, copy, publish, display, transmit, adapt, upload, create derivative works of, post or in any way exploit the Website or the Website Content in any manner or for any purpose.

(d) Ownership and Copyright Protection: The Website and all Website Content contained thereon is protected by copyright as a collective work under United States copyright laws, and is owned or controlled by, or licensed to, MediaPass or the party listed as the provider of the applicable Website Content. Except as expressly stated in these Terms of Use, the Website and all Website Content is owned by or licensed to MediaPass to the fullest extent permitted by applicable laws. The Website and all Website Content is provided "as is" solely for your personal use and informational purposes. UNAUTHORIZED COPYING, REPRODUCTION, DISTRIBUTION, MODIFICATION, COPYING, PUBLISHING, DISPLAY, ADAPTING, UPLOADING, CREATING DERIVATIVE WORKS, POSTING, OR TRANSMITTING OF ANY OF THE WEBSITE CONTENT IS PROHIBITED. MediaPass reserves all rights not expressly granted in and to the Website and the Website Content on behalf of itself or its licensors. In downloading any materials from the Website in accordance with the limited rights granted under this Agreement, you agree to maintain and abide by all copyright, trademark and other notices contained in such Website Content, or if none, you abide by the following copyright and trademark notice with respect to such downloaded materials: 2015 MediaPass, LLC. The MediaPass logo and all associated trademarks and logos used herein are trademarks of MediaPass, LLC. Other company and product names used herein are properties of their respective owners. All rights reserved.

(e) Trademarks: "MediaPass" and other marks, product names and company names appearing on the Website, are trademarks and service marks of MediaPass and/or their respective owners, and are protected by law. They may be used publicly only with permission from MediaPass. Fair use of the trademarks and service marks requires proper acknowledgment in accordance with the above copyright and trademark notice.

(f) Accuracy of Information: YOU ACKNOWLEDGE THAT WHEN YOU PURCHASE DIGITAL CONTENT AVAILABLE THROUGH THE WEBSITE, SUCH DIGITAL CONTENT HAS BEEN CREATED AND IS OWNED BY THIRD PARTIES FROM WHOM MEDIAPASS HAS RECEIVED THE RIGHT TO RESELL SUCH DIGITAL CONTENT, AND THAT MEDIAPASS IS NOT RESPONSIBLE FOR THE ACCURACY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS RELATING TO ANY SUCH DIGITAL CONTENT. SUCH DIGITAL CONTENT MAY BE OFFENSIVE, INACCURATE, MISLEADING, OR OTHERWISE OBJECTIONABLE TO YOU AND UNDER NO CIRCUMSTANCES SHALL BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL ADVICE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST MEDIAPASS WITH RESPECT TO ANY AND ALL DIGITAL CONTENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

(g) Links to Other Websites and/or Materials: Links will appear on the Website that are used to link to third party website(s) (including the websites of our third party providers of Digital Content) which are not owned or operated by MediaPass ("Linked Sites"). These links are provided solely as a courtesy to our Website visitors. MediaPass reserves the right to add, change, decline or remove any link at any time. Each Linked Site may have an individual privacy policy and/or terms of use which govern your use of and access to such Linked Site and any Digital Content originating from the owner or operator of such Linked Site, and we recommend that you review the policies applicable to these sites prior to your use of such Linked Site or your purchase of Digital Content from such Linked Site. MediaPass is not responsible for and does not endorse or warrant in any way any Digital Content, materials, information, goods or services available through Linked Sites or any privacy or other practices of such Linked Sites.

IV. WEBSITE ACCOUNTS

(a) Creating Your MediaPass User Account: Some areas of the Website can be accessed and viewed by you without requiring registration or login to the Website. However, in order to purchase Digital Content (as defined below) and access Digital Content that you have previously purchased using your account, or to access and use certain other features or areas of the Website, you will be required to create a user account with the Website (a "MediaPass User Account"). You are responsible for providing complete and accurate information when registering for a MediaPass User Account.

(b) Accessing, Editing and Protecting Your MediaPass User Account: You can access, edit and update your MediaPass User Account information at anytime by clicking on "My Account" at the top of the Website homepage. Your MediaPass User Account is personal to you, and you are responsible for all activities that are conducted through or in connection with your account. You must remember your MediaPass User Account username and password, and you are responsible for maintaining the security of such information. If you become aware of any unauthorized access of your Media Mogul User Account or other breach of security, please notify us immediately. Although MediaPass will not be liable for your losses caused by any unauthorized use of your MediaPass User Account, you may be liable for the losses of MediaPass or others due to any unauthorized use of your MediaPass User Account.

(c) Termination of Your MediaPass User Account: You acknowledge that MediaPass, in its sole discretion, may terminate your MediaPass User Account (or any part thereof) for any reason, including, without limitation, if MediaPass believes that you have violated or acted inconsistently with the letter or spirit of the Agreement. MediaPass may also in its sole discretion and at any time discontinue providing certain Digital Content, or any part thereof, with or without notice. You agree that any termination of your access to your MediaPass User Account or any Digital Content under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that MediaPass may immediately deactivate or delete your MediaPass User Account and/or bar any further access to the Website. Further, you agree that MediaPass shall not be liable to you for any termination of your access to Digital Content by the applicable Content Provider

V. FEES AND PAYMENT

(a) Fees and Payments: You agree to pay the charges or subscription fees incurred in connection with your MediaPass User Account at the rates in effect and as notified to you at the time when the charges are incurred. We will bill all charges automatically to the credit card information which you have provided in connection with your MediaPass User Account at the time of purchase or shortly thereafter. Subscription fees will be billed as set forth below. We currently accept Visa, Mastercard, American Express, Discover, Diners and Paypal. We are unable to accept credit cards issued by banks outside of the United States. Unless we state in writing otherwise, all fees and charges are nonrefundable. We may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance. All transactions conducted via the Website will include all sales tax based on the bill-to address and the sales tax rate in effect at the time your transaction is completed. We will only charge tax in states where digital goods are taxable. If you want to use a different credit card or there is a change in credit card validity or expiration date, or if you believe someone has accessed Digital Content using your MediaPass User Account without your authorization, you must notify us immediately using our contact information provided on the Website

(b) Subscriptions: Unless otherwise expressly notified to you, if you have a subscription for the purchase of any Digital Content, you are responsible for paying all periodic subscription fees. If you purchase a subscription to any Digital Content through the Website, by consenting to this Agreement and agreeing to be bound by the terms herein, you hereby authorize MediaPass to charge your credit card (or other approved facility) linked to your MediaPass User Account for each periodic subscription fee, including subscription fees for renewal terms. Payment for the appropriate Digital Content will be made by automatic debit to such credit card (or other approved facility). Your subscription to Digital Content will be automatically renewed for a term equal to the original term upon expiration of the then-current term at a price equal to the current regular, non-promotional price, and continually thereafter, unless you terminate the subscription online in advance of the renewal date pursuant to the process set forth below. You may not assign or transfer your subscription to any other person or entity. You must be at least 18 years old (or have the permission of a credit card holder who is) to order subscriptions online. The billing period ends at the end of each subscription term. If MediaPass does not receive payment from the credit card issuer or its agent, you agree to pay all amounts due upon demand by MediaPass. Your card issuer agreement governs your use of your designated card in connection with the purchase of Digital Content, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. YOU, AND NOT MEDIAPASS, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY THAT WERE NOT AUTHORIZED BY YOU. You may terminate your subscription to Digital Content at any time. When you terminate a subscription to any type of Digital Content, such subscription will not be automatically renewed and your access to the applicable Digital Content will be terminated on the expiration date. If you terminate your subscription and you have paid in advance for the receipt of Digital Content, subject to the terms of this Agreement and your compliance therewith, you will continue to have access to such Digital Content through the expiration date of your subscription, but you will not be entitled to any refund of fees paid in advance for your subscription.

(c) Delivery of Products; Refunds: On occasion, technical problems may delay or prevent delivery of your Digital Content. Your exclusive and sole remedy with respect to Digital Content that is not delivered within a reasonable period will be either replacement of such Digital Content, or refund of the price paid for such Digital Content, as determined by MediaPass. Otherwise, no refunds are available. Please contact MediaPass for technical assistance in the event that you experience any delay or inability to download Digital Content.

VI. DISCLAIMERS AND LIMITATION OF LIABILITY

(a) Disclaimers of Liability; No Warranty: THE WEBSITE MAY CONTAIN ERRORS AND DEFECTS OR MAY SUFFER INTERMITTENT DOWNTIME AND ARE PROVIDED "AS IS", "AS-AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, MEDIAPASS, AND ITS AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY REFERRED TO AS "MEDIAPASS" FOR THE PURPOSES OF SECTION VI) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, THAT WEBSITE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR FREE, THAT THE WEBSITE AND OUR SERVERS ARE SECURE, OR AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION, SERVICE OR PRODUCT PROVIDED ON OR THROUGH THE WEBSITE, AS WELL AS ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; PROVIDED THAT THIS SECTION VI SHALL NOT OPERATE TO EXCLUDE OR DISCLAIM THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE. USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, OTHER COMMUNICATIONS, CONTENT (INCLUDING, WITHOUT LIMITATION, DIGITAL CONTENT) OR SERVICES ACCESSED THROUGH OR OBTAINED BY MEANS OF THE WEBSITE. MEDIAPASS IS SOLELY ACTING AS A RESELLER OF DIGITAL CONTENT, AND AS SUCH, DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY DIGITAL CONTENT. YOUR SOLE REMEDY WITH RESPECT TO ANY DIGITAL CONTENT PURCHASED FROM MEDIAPASS THROUGH THE WEBSITE IS WITH THE APPLICABLE CONTENT PROVIDER OF SUCH DIGITAL CONTENT. FURTHERMORE, MEDIAPASS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY LINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND MEDIAPASS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

(b) Limitation of Liability: MEDIAPASS SHALL NOT BE LIABLE TO YOU FOR PERSONAL INJURY, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF USE, EVEN IF MEDIAPASS HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT MEDIAPASS SHALL NOT BE LIABLE FOR ANY DIGITAL CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, MEDIAPASS' LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING MEDIAPASS' LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

(c) Indemnification: You agree to defend, indemnify and hold us harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand resulting from your use of or access to the Website or its products or services, your violation of any third party right, including without limitation any copyright, property, or privacy right, or breach of these Terms of Use. You also agree to indemnify us for any loss, damages, or costs, including reasonable attorneys' fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.

VII. GOVERNING LAW; DISPUTE RESOLUTION

In order to expedite and control the cost of disputes, you and MediaPass agree that any legal or equitable claim relating to these Terms of Use (referred to as "Claim") will be resolved as follows:

(a) Informal Resolution: You and MediaPass agree that we will first try to resolve any Claim informally. Accordingly, neither of us may start a formal proceeding (except for Claims involving any violation of the federal trademark or copyright laws, or for injunctive relief) for at least 30 days after one of us notifies the other of a Claim in writing. MediaPass will send its notice to your billing address, with a copy via email to your email address. You will send your notice to MediaPass, LLC, 1100 Glendon Ave., STE 1800 Los Angeles, CA 90024.

(b) Formal Resolution: If we cannot resolve a Claim informally, you and MediaPass each agree to submit to personal jurisdiction in California and agree that any and all Claims either of us asserts shall be exclusively brought in the appropriate state or federal court in the Central District of the State of California, provided that neither you nor SOE shall be precluded from filing a Claim in small claims court for disputes within the small claims court jurisdictional level.

(c) Governing Law and Jurisdictional Issues: This Agreement is governed in all respects by the substantive laws of the State of California and of the United States of America. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. This Website is controlled and operated from MediaPass' offices at 1100 Glendon Ave., STE 1800 Los Angeles, CA 90024, and MediaPass makes no representations that materials in the Website are appropriate or available for use in other locations. Those who choose to access the Website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Website from any territory where the content is illegal is prohibited. You may not use or export any of the Website materials in violation of U.S. export laws and regulations.

VIII. PROHIBITED ACTIONS

You agree that you will not: (i) take any actions with respect to your use of the Website that are unlawful, false, misleading, harmful, threatening, embarrassing, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another's privacy, hateful, or contains explicit or graphic descriptions or accounts of sexual or violent acts; (ii) transmit any content that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of any impermissible classification; (iii) transmit any content that infringes any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party; (iv) transmit any content that you do not have a right to transmit under any law or under any contractual or fiduciary relationship; (v) transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Website; (vi) interfere with or disrupt the Website or servers or networks linked to the Website, or disobey any requirements, procedures, policies, or regulations of networks linked to the Website; (vii) violate any applicable local, state, national, or international law; (viii) transmit any content, or take any other actions with respect to your use of the Website, that would constitute, or would otherwise encourage, criminal conduct or conduct that could give rise to civil liability; (ix) use the Website for commercial purposes without our prior written consent; or (x) solicit other guests of the Website to become members of any commercial on-line service or other group or organization without first obtaining our express written consent.

IX. CLAIMS OF INFRINGEMENT

(a) Termination of Repeat Infringer Accounts: We respect the intellectual property rights of others and request that the people who use the Website do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, MediaPass has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Website who are repeat infringers. MediaPass may terminate access for submission providers or forum participants who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

(b) DMCA Take-Down Notices: If you are a copyright owner or an agent thereof and believe that any content available on the Website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) ("DMCA") by providing our designated agent with the following information in writing. The date of your notification: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) a description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work; (iv) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated agent for receipt of notifications of claimed infringement is Jeffery Tinsley, Chief Executive Officer (CEO), 1100 Glendon Ave., STE 1800, Los Angeles, CA 90024, telephone: 866-787-7665, e-mail address: jeff@mediapass.com. Only DMCA notifications in accordance with this Section should be submitted to our CEO. If you require customer assistance or need to contact MediaPass for any other purpose, please contact us using the information specified in Section IX (c.) below.

(c) Counter-Notices: If you believe that your content that has been removed from the Website is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your content or materials, you may send a counter-notice containing the following information to our CEO using the contact information set forth above. Your physical or electronic signature: (i) a description of the content that has been removed and the location at which the content appeared before it was removed (ii) a statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and (iii) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in the State of California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by our copyright agent, MediaPass may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in MediaPass' discretion) be reinstated on the Website in 10 to 14 business days or more after receipt of the counter-notice.

X. MISCELLANEOUS

(a) Suggestions and Feedback: MediaPass welcomes feedback or inquiries about our products. If you elect to provide any feedback or comments of any nature to MediaPass, all of such feedback and comments shall be the sole and exclusive property of MediaPass, and MediaPass shall have the right to use such feedback in any manner and for any purpose in MediaPass' discretion without remuneration, compensation or attribution to you, provided that MediaPass is under no obligation to use such feedback.

(b) Interpretation, Assignment and Entire Agreement: These terms and conditions, together with our Privacy Policy, form the complete and exclusive agreement between you and MediaPass, and they supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between you and MediaPass relating to the subject products. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MediaPass without restriction. This agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not affect the interpretation of these Terms of Use. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

(c) Consumer Rights Notice: Under California Civil Code Section 1789.3, California users of the Website receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at 1-800-952-5210.

(d) Contact Us: If you have any questions, comments or concerns about these Terms of Use and/or the Website, please send an email to: publisher@mediapass.com. However, please note that communications made through the Website's e-mail and messaging system shall in no way be deemed to constitute legal notice to MediaPass or any of its officers, employees, agents or representatives, such as where notice to MediaPass is required by contract, or any federal, state or local laws, rules or regulations. You may provide notice to MediaPass at MediaPass, LLC1100 Glendon Ave., STE 1800, Los Angeles, CA 90024.

Sign Up

Privacy Policy

I. OUR COMMITMENT TO YOUR PRIVACY

Thank you for visiting the MediaPass, LLC website located at mediapass.com (the "Website"). This Privacy Policy describes:


-how and why we collect certain information from you via the Website and the online services provided through the Website;
-how we use and with whom we share such information;
-how you can access and update such information; and
-the choices you can make about how we collect, use and share your information.

If you have any questions regarding this Privacy Policy or our information collection and use practices, please contact us using the information in the "Contacts" section below.

II. YOUR CALIFORNIA PRIVACY RIGHTS

This Privacy Policy describes when and how we share information for marketing purposes. This Privacy Policy applies to all users of the Website, including residents of California. You can prevent future disclosures of your Personal Information to our Content Providers and Direct Marketers (as each term is defined below), at no charge, by exercising your opt-out rights as described in the "Your Sharing Options" section below.

Because we provide you with the ability to exercise such opt-out rights, we have thereby complied with the California Civil Code Section 1798.83, and we therefore are not obligated to provide the names and addresses of the Direct Marketers to whom we provide your Personal Information.

III. CHANGES TO OUR PRIVACY POLICY

If we decide to make material changes to our Privacy Policy, we will notify you and other users of the Website by sending a notice to the email address that you have provided in connection with your MediaPass Account and/or Website by placing a notice on our Website and you should periodically check the Website for such notices. Regardless of any changes we make to our Privacy Policy, we will only use your Personal Information in accordance with the version of the Privacy Policy in place at the time you provided your information, unless you later give your express consent for us to do otherwise.

IV. INFORMATION WE COLLECT
(a) Personal Information

In order to purchase Digital Content and access certain areas of our Website, you will need to create an account with our Website ("MediaPass User Account"). In order to register for a MediaPass User Account, you must provide the following information:


-your name
-your e-mail address (which must be a functioning address)
-a username and password that will be associated with your MediaPass User Account
-your mailing address
-credit card and billing information which will be used to complete purchases of Digital Content (as defined in our Terms of Service) that you authorize us to complete via the Website.

In order for you to make your Digital Content available for resale through the services provided on our Website (hereinafter referred to as a "Content Provider"), you will need to apply and be accepted for a publisher account with our Website ("MediaPass Publisher Account"). In order to apply for a MediaPass Publisher Account, you must provide the following information:


-your name
-your e-mail address (which must be a functioning address)
-a username and password that will be associated with your MediaPass User Account
-your mailing address
-bank account information if you elect for us to make direct payments into your account

We refer to these categories of information you voluntarily provide to MediaPass as "Personal Information" in this Privacy Policy.


(b) Non-Personal Information

We also collect aggregate, non-personally identifiable information about you and your use of the Website by using "cookies", web beacons, local shared objects, or other types of tracking technology. We refer to these categories of information that are collected by MediaPass via the Website as "Non-Personal Information" in this Privacy Policy.

V. HOW WE COLLECT INFORMATIONABOUT YOU

We may collect Personal Information and Non-Personal Information about you in any one or more of the following ways:


(a) Registration for a MediaPass Account

During registration for a MediaPass User Account or MediaPass Publisher Account (collectively referred to herein as a "MediaPass Account"), you will need to provide your name and a functioning email address and to create a User ID and password. Further information about the creation and use of MediaPass Accounts is provided in our Terms of Service


(b) Website Interactions

We may ask for your personal information when you contact us via the Website to request technical support or to notify us of a customer service issue. We may also collect Personal Information from when you are purchasing Digital Content, including your credit card and billing information.


We keep track of the actions you take on the Website, such as your purchases of or searches for different types of Digital Content. This helps us to determine how best to provide useful information to customers and to understand which parts of our websites, products, and services are of most interest to our users.



(c) Cookies and Automated Information Collection

We use a technology referred to as "cookies" (or other similar technology), which are pieces of data on your computer tied to information about you which recognize you as a return user of the Website and help to provide a more personalized experience.


Like most standard website servers, we collect certain types of technical Non-Personal Information,including internet protocol (IP) addresses, browser types, internet service providers (ISPs), and the number of clicks. We may also use web beacons, which allow us to know if a certain page was visited, an email was opened, or if ad banners on our Website and other sites were effective.

VI. HOW WE USE INFORMATION COLLECTED FROM YOU

We may use Personal Information and Non-Personal Information collected from you in any one or more of the following ways:


(a) Registration for a MediaPass Account

The Personal Information we collect may be used by MediaPass as follows:


-to register and service your MediaPass Account;
-for our internal records, tracking and business purposes;
-to fulfill your purchases of Digital Content;
-to resell, and make payments owed to you for sales of, your Digital Content;
-in order to contact you to respond to your questions or requests or to provide you with technical support;
-to provide you with information regarding changes to the Website which may affect your MediaPass User Account, your use of the Website, and/or the Digital Content available through the Website;
-to customize advertising that may be visible to you on the Website; and
-to inform you of any product or promotional offers we, our affiliates, third party marketing partners, or our Content Providers may have.

Please note that we may share your Personal Information with third parties, as described below in "Sharing of Your Information".



(b) How We Use Your Non-Personal Information

Non-Personal Information collected from you is used for various purposes, such as


-to improve our products and services;
-to customize the user experience of the Website;
-to administer the Website;
-to analyze trends, track user movement and gather statistical information for aggregate use; and
- to customize advertising that may be visible to you on the Website.

Please note that we may share Non-Personal Information collected from you (whether via our "cookies" or as voluntarily submitted by you through the Website) with third parties, as described below in "Sharing of Your Information"

VII. SHARING OF YOUR INFORMATION

We will not share your Personal Information with third parties other than as provided in this Privacy Policy. We may share your Personal Information with third parties in one or more of the following ways:


(a) Third Party Marketers

We may provide your Personal Information (excluding billing information) to our third party marketing partners ("Direct Marketers") so that they can directly inform you about products or services which may be of interest to You. If you do not want us to share Your Personal Information with such Direct Marketers you may opt-out of our doing so by following the simple steps outlined in Your Sharing Options below.



(b) Third Party Content Providers

In the event you purchase Digital Content, we may share certain Personal Information and Non-Personal Information that we have collected from you with the Content Provider (as defined in our Terms of Service) whose Digital Content you have purchased from MediaPass. We will not share your information with any other Content Providers. Your information is shared so as to enable such Content Provider to offer you additional products or services of interest and to enable them to enforce any applicable Content Provider Terms agreed to by you at the time of your purchase of Digital Content. By authorizing MediaPass to use your Personal Information linked to your MediaPass Account in order to fulfill your purchase of Digital Content through the Website, you give your consent to receive communications from and for us to share your Personal Information with the applicable Content Provider of such Digital Content. If you would rather not receive marketing communications from our Content Providers, you may opt out of such sharing as described under the "Your Sharing Options" section below.



(c) Third Party Service Providers

We may provide your Personal Information and Non-Personal Information to third party companies to perform services on our behalf, including marketing assistance, e-mail delivery, hosting services, customer service, and data analysis. We require all such third party service providers to maintain the confidentiality of the information disclosed to them and to not use your Personal Information for any purpose other than to provide services to MediaPass.



(d) Safety, Security and Compliance with Law

We may disclose any information, including Personal Information, we deem necessary to comply with any applicable law, regulation, legal process or governmental request, to enforce our rights or to protect the safety and security of our Website, Content Providers or other users.



(e) Business Transitions

In the event MediaPass undergoes a business transition, such as a merger, acquisition by another company, or sale of all or a portion of its assets, we may transfer your Personal Information to the successor organization in such transaction. If material changes to MediaPass, privacy practices will occur as a result of the business transition, MediaPass will attempt to notify you via email and will post a notice on the Website alerting you to the business transition prior to transferring your Personal Information.

VII. HOW TO ACCESS AND UPDATE YOUR PERSONAL INFORMATION

If you have created a MediaPass Account, you may review and make changes to certain of your Personal Information by logging into your MediaPass Account and updating your MediaPass Account profile. Alternatively, you may contact MediaPass to request that we make changes to your Personal Information. If you amend any Personal Information attached to your MediaPass Account or contact MediaPass and request us to do so, we will amend your Personal Information within a reasonable time after your request.



However, please note that even if you change your Personal Information in our active databases or request MediaPass to do so, MediaPass will continue to have the right to all Personal Information collected from you through the Website (including Personal Information which is not longer in active use due to its amendment in accordance with this Section) in our archives and to use and disclose such Personal Information for certain purposes permitted or required by applicable laws, including as we deem necessary to comply with any applicable law, regulation, legal process or governmental request, to enforce our rights or to protect the safety and security of our Website, Content Providers or other users.

IX. YOUR SHARING OPTIONS
(a) Marketing Communications

If you do not want to receive special offers, marketing communications, advertisements, newsletters or other promotional communications ("Marketing Communications") from MediaPass or if you wish to prevent MediaPass from sharing your Personal Information with any Content Providers or Direct Marketers in the future, MediaPass provides you with several ways for you to "opt-out" or withdraw your consent.


-You may opt-out of future Marketing Communications received from MediaPass by following the steps described in each such Marketing Communication or by sendingan e-mail to privacy@mediapass.com with a request to cease receipt of some or all future Marketing Communications.
-You may opt-out of future Marketing Communications received from MediaPass or from our disclosing Your Personal Information to Content Providers and/or Direct Marketers by sending an e-mail to privacy@mediapass.com with a request to cease receipt of some or all future Marketing Communications.

Please note that once we receive your request, it may take up to ten (10) business days for such opt-out to become effective. If MediaPass has shared your Personal Information with any Content Providers or Direct Marketers prior to its receipt of your request, MediaPass may not have the ability to prevent such Content Providers from continuing to use and disclose your Personal Information, including for the purpose of sending Marketing Communications to you, and you will be required to contact such third parties directly to prevent their further use and disclosure of your Personal Information.


Also note that if you opt-out of our or any Content Provider, Marketing Communications, we may still email or communicate with you from time to time if we need to provide you with information or request information from you with respect to a transaction initiated by you, or for other legitimate non-marketing reasons.



(b) Online Advertising

We are an advertising-supported website, in part, so it is not possible to visit our Website without being exposed to advertising. However, you may also opt-out of customized online advertising. Some of our marketing partners who display advertising on the Website participate in ad networks, and may use cookies, web beacons, or similar technologies to measure the effectiveness of their ads and to personalize advertising content. We do not permit our ad serving partners to collect personal information about you on our Website. Rather, we provide them Non-Personal Information about you such as the types of reviews you have posted or the products and services you have searched for. Our partners may use this information, as well as information they have collected when you are on other sites within their network, to help select which ads to display.


You may use your browser cookie settings to limit or prevent the placement of cookies by advertising networks. You can also learn more about ad network business practices and the privacy policies of our marketing partners by navigating to the applicable sections of their websites.

X. OUR POLICIES CONCERNING CHILDREN

This Website is not intended for children under the age of 13 and we do not knowingly collect any Personal Information from such children. Children under the age of 13 should not use our Website or our online services at any time. In the event that we learn that we have inadvertently gathered Personal Information from children under the age of 13, we will use reasonable efforts to erase such information from our records.

XI. PRIVACY POLICIES OF LINKED SITES AND ADVERTISERS

Our Website may contain links to other sites, as well as advertisements from companies with their own sites. These other sites may not have privacy policies, and we are not responsible for the privacy practices or the content of such sites. If you have any questions about how these other sites use your information, you should contact them directly.

XII. SECURITY OF YOUR INFORMATION

MediaPass implements reasonable administrative, technical and physical security measures to protect the security of your Personal Information both online and offline, and we are committed to the protection of customer information. In general, our business practices limit employee access to confidential information to those employees we reasonably believe need such information do their jobs.


Your MediaPass Account information is protected by the password you use to access your online account. It is important that you protect and maintain the security of your MediaPass Account and that you immediately notify us of any unauthorized use of your MediaPass Account. If you forget your password, you may email us at privacy@mediapass.com to request a new password upon our verification of other information we maintain about you.


The Website uses Secure Sockets Layer (SSL) technology to encrypt your Personal Information when you make purchases of Digital Content. To make purchases through the Website, you must use an SSL-enabled browser. Doing so protects the confidentiality of your Personal Information while it is transmitted over the Internet.


However, while we take reasonable precautions against possible security breaches of the Website and our customer databases and records, no website or Internet transmission is completely secure, and we cannot guarantee that unauthorized access, hacking, data loss, or other breaches will never occur. We urge you to take steps to keep your Personal Information safe (including your MediaPass Account password), and log out of your MediaPass Account after use.

XIII. CONTACT US

If you have any questions, comments or concerns regarding our Privacy Policy and/or practices, please send an email to: privacy@mediapass.com


MediaMogul, LLC,

1100 Glendon Ave, Ste 1800

Los Angeles, CA 90024

Sign Up