Terms of Use

Effective Date: This terms of use was last revised on February 21, 2013

IMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF USE BEFORE USING THIS SITE, AS USE OF THE SITE IS CONDITIONAL UPON ACCEPTANCE OF THESE TERMS, WHICH AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. DO NOT USE THIS SITE IF YOU DO NOT AGREE.

Overview

It’s important that you read the entire terms of use; but, here are some of the more significant terms that we want to bring to your attention (click on section references for details):

  • Each time you use the Site, these terms of use and any Additional Terms (defined below) apply. Any updates to them will apply to you; so you should check back each time you return for any updates.
  • You may only use the Content (defined below) on the Site in connection with your permitted activities on the Site and not in an offline environment or in connection with another site or service. (Section 2) You grant us a broad license to the content you submit or post. (Section 3)
  • Except as set forth in the Privacy Policy that applies to the Site, you and AAM do not have a confidential, fiduciary, or any other special relationship by virtue of your use of the Site or your communications to us through or related to the Site. (Section 3)
  • You consent to our Privacy Policy and our practices detailed in it.
  • Many types of disputes that may arise in connection with your access to and use of the Site are subject to mandatory arbitration – which includes your waiver of a right to a jury trial. (Section 12)
  • We are providing the Site to you on an “as-is” basis, without any warranty of any kind, and our liability to you in connection with your use of the Site is very limited. Many other limitations and disclaimers relate to your use of the Site. (Section 13 and Section 14)

Introduction

Welcome. You have arrived at http://www.auditedmedia.com, a website that is owned and operated by the Alliance for Audited Media (“AAM,” “we,” “our” or “us”). These terms of use govern your use of the Site, regardless of how you access or use it. By “Site”, we mean any Internet domain address where these terms of use are posted (including www.auditedmedia.com) and all features, widgets, applications, databases, content, and downloads that are operated by us and that are available through or interact with it, and/or post links to these terms of use. By using the Site, you acknowledge and accept the Site’s Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy. By using the Site, you further agree that AAM may change, alter, or modify the settings or configurations on your Device (defined below) in order to allow for or optimize your use of the Site.

If You Want to Use This Site,

then carefully read these terms of use, as they constitute a written agreement between you and AAM and they affect your legal rights and obligations. Each time you access and/or use the Site (other than to simply read these terms of use), you agree to be bound by and comply with these terms of use and any Additional Terms (defined below). Therefore, do not use the Site if you do not agree.  The business realities associated with operating the Site are such that, without the limitations that are set forth in these terms of use -- such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes – AAM would not make the Site available to you.

In some instances, both these terms of use and separate guidelines, rules, or terms of sale setting forth additional or different terms and/or conditions will apply to your use of the Site or to a service or product offered via the Site (in each such instance, and collectively, “Additional Terms”). To the extent there is a conflict between these terms of use and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

Linkable Table of Contents

It is important that you read and understand the entire terms of use before using the Site. This table of contents further highlights key issues and points and you can click on the headings and "More" links to be taken to the full explanation.

1. Membership Registration and Accounts

AAM is a membership organization comprised of the world’s leading magazine and newspaper publishers, advertisers and advertising agencies. In order to access certain parts of the Site, you may need to become a member of AAM. More

2. Site Content, Ownership, Limited License, and Rights of Others

  We only grant you a limited revocable license to use the Site. More

3.  Feedback You Submit

You grant us a broad license, which we may sublicense, to any feedback or content you submit. More

4.  Site and Content Use Restrictions

Your use of the Site is subject to our rules. More

5.  Media Intelligence Center

Access to our Media Intelligence Center and use of the Data available therein are subject to these terms. More

6.  Terms Applicable to Payments Made on the Site

If you make a purchase through the Site, these terms apply. More

7.   Procedure for Alleging Infringement of Intellectual Property

You can also give notice of trademark and other infringements. More

8.  Notices, Questions and Customer Service

To contact us for customer service or questions, send us an email to corpcommdept@auditedmedia.com.

9.   Links by You to the Site

You may link to our Site, subject to some basic rules. More

10. Linked-To Websites; Advertisements; Dealings with Third Parties

We are not responsible for third parties or their apps or sites. More

11.  Wireless

Wireless carrier charges may apply. More

12. Dispute Resolution

You agree to arbitrate most disputes and waive jury trial and class actions. More

13.  Disclaimer of Representations and Warranties

We disclaim most warranties and provide the Site “As Is.” More

14. Limitations of Liability of AAM Parties

Our liability is greatly limited. More

15. Waiver of Injunctive or Other Equitable Relief

You waive equitable or injunctive relief. More

16. General Provisions

You agree to various other terms and conditions. More

Full Details of Terms of Use

1. Membership Registration and Accounts

In order for you to obtain access to certain areas or features of the Site, we may require you to be a member of AAM. In order to become a member of AAM, you will need to complete and submit a membership application so that an online account and password can be assigned to you. Information about the different types of AAM memberships and the costs of such memberships can be found under Join. You may decide not to become a member of AAM or provide information; however, if you decline to do so, you may be unable to view or access certain Content (defined below) or otherwise enjoy portions of the Site such as our Media Intelligence Center (defined below). You are responsible for updating your membership information. We are entitled to rely on the last information provided by you.

If you register as a member to access features of the Site that require a password and/or username, then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Site using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights.

We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. 

If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these terms of use, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.

A condition of your membership in AAM is agreement to the rules and policies set forth from time-to-time by AAM, including AAM’s Bylaws. For a full list of AAM’s membership rules, including AAM’s Bylaws, click HERE. Additionally, AAM provides its members with a feeling of confidence, commitment, value and pride by providing credible, verified information that is essential and relevant to the media buying and selling process. As a member, you have the ability to tell your business partners about your commitment to accountability, credibility and integrity by publicizing your membership in AAM. After agreeing to AAM’s publicity rules set forth HERE, members are permitted to use AAM logos and other promotional materials per AAM’s rules, policies and any applicable guidelines that are specifically set forth elsewhere on the Site. To the extent there is a conflict between these terms of use and any rules, policies, or guidelines set forth elsewhere on the Site, such rules, policies or guidelines will control unless it expressly states otherwise.

2. Site Content, Ownership, Limited License, and Rights of Others

A. Content. The Site contains a variety of: (i) materials and other items relating to AAM and its products and services, and similar items from our licensors and other third parties, including all layout, information, text, data, databases (including, without limitation, the Media Intelligence Center), files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Site, and the compilation, assembly, and arrangement of the materials of the Site and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of AAM (collectively,  “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). 

B. Ownership. The Site (including past, present, and future versions) and the Content are owned or controlled by AAM and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Site is the property of AAM or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible. AAM owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Site. 

C. Limited License.  Subject to your strict compliance with these terms of use and the Additional Terms, AAM grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: (i) download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only (except as specifically permitted as set forth in Section 5 below, with respect to the Media Intelligence Center). The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in AAM’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms. 

D. Rights of Others. In using the Site, you must respect the intellectual property and other rights of AAM and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. AAM respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Site, please see Section 7 below.

3. Feedback You Submit

In your communications with AAM, please keep in mind that unless we expressly request them, AAM does not seek any unsolicited ideas or materials for products or services, or even improvements to products or services, such as ideas, concepts, inventions, or designs for scientific tools or otherwise (collectively, “Unsolicited Ideas and Materials”). Any information and materials you post on or send to us via the Site (regardless of whether we have requested them or not) are deemed Unsolicited Ideas and Materials and licensed to us as set forth below. In addition, AAM retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. AAM’s receipt of your Unsolicited Ideas and Materials is not an admission by AAM of their novelty, priority, or originality, and it does not impair AAM’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

Except as otherwise described in the Site’s posted Privacy Policy or any Additional Terms, you agree that: (a) your Unsolicited Ideas and Materials will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) AAM does not assume any obligation of any kind to you or any third party with respect to your Unsolicited Ideas and Materials. Upon AAM’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these terms of use or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of Unsolicited Ideas and Materials may not be secure, and you will consider this before submitting any such materials and do so at your own risk. You acknowledge that other users may have created ideas and concepts contained in their Unsolicited Ideas and Materials that may have familiarities or similarities to your own Unsolicited Ideas and Materials, and that you will not be entitled to any compensation or right to negotiate with AAM because of these familiarities or similarities. Notwithstanding any custom and practice to pay an individual for an idea (if any), nothing herein shall create an implied or express contract to compensate users for their Unsolicited Ideas and Materials and there is no obligation for AAM to pay or otherwise compensate you for any of ideas or materials in any communications with AAM, whatsoever.

By providing Unsolicited Ideas and Materials to us or others via the Site, you hereby grant to AAM the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your Unsolicited Ideas and Materials (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such Unsolicited Ideas and Materials and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any Unsolicited Ideas and Materials for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to AAM to your Unsolicited Ideas and Materials, you also hereby grant to AAM the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any Unsolicited Ideas and Materials, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any Unsolicited Ideas and Materials, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 3.

From time to time, areas on the Site may expressly request submissions of concepts, improvements, feedback, or other potential content from you (“Invited Submissions”). Where this is the case, please carefully read any Additional Terms which appear elsewhere on the Site to govern those submissions, as they will affect your legal rights. If no Additional Terms govern those submissions, then this Section 3 of these terms of use will apply in full to any Invited Submissions and you grant us a license to them just as if they were Unsolicited Ideas and Materials.

4. Site and Content Use Restrictions

A. Site Use Restrictions. You agree that you will not: (i) aside from your purchase of goods or services offered for sale by AAM or its affiliates, use the Site for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products) (except as specifically permitted as set forth in Section 5 below, with respect to the Media Intelligence Center); (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Site that seek to attempt to or do harm any individuals or entities; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Site source or object code or any software or other products, services, or processes accessible through any portion of the Site; (v) engage in any activity that interferes with a user’s access to the Site or the proper operation of the Site, or otherwise causes harm to the Site, AAM, or other users of the Site; (vi) interfere with or circumvent any security feature of the Site or any feature that restricts or enforces limitations on use of or access to the Site or the Content; or (vii) otherwise violate these terms of use or any Additional Terms. You agree that you shall at all times comply with all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to your use of the Site. In addition, you agree that you will not do any of the following while using the Site:

  • Security, Cracking & Hacking. Violate or attempt to violate the security of any portion of the Site, including, but not limited to: (i) access or attempt to access Content not intended for you; (ii) log into or attempt to log into a server or account which you are not authorized to access; (iii) attempt to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iv) attempt to interfere with or disrupt the Site, or the servers or networks that provide the Site, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “mailbombing” or “crashing” the Site; or (v) restrict or inhibit any other user from accessing or using the Site, including, without limitation, by means of hacking or defacing any portion of the Site.
  • Viruses; Malware; Reverse Engineering, Data Mining, Scraping, Etc.  Submit any virus, worm, “Trojan Horse,” “Easter egg,” “time bomb,” spyware, or any other computer code, file, or program that may or is intended to damage, hijack or otherwise interfere with the operation of the Site or any hardware, software, or telecommunications equipment or with any third party’s uninterrupted use and enjoyment of the Site or modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site. Except for search engines presenting links to users searching for AAM and related Content, use any robot, spider, rover, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” scrape, or in any way reproduce or circumvent the navigational structure or presentation of the Site or its Content, unless otherwise authorized by AAM in writing in advance.
  • Collect Personal Information. Collect or harvest personally identifiable information about other users of the Site or harass other persons.
  • Inappropriate Submissions. Submit to or on the Site, anything that is or may be: (i) harmful, threatening, abusive, harassing, degrading, hateful, or intimidating; (ii) defamatory, libelous, or disparaging of any person or entity; (iii) false, fraudulent, or tortious; (iv) obscene, indecent, pornographic, vulgar, profane, or sexually explicit; (v) intended to promote (or have the effect of promoting) violence, racial hatred, terrorism or illegal acts; (vi) infringing, or in violation or misappropriation of, any patent, trademark, trade identity right, trade secret, publicity right, privacy right, copyright or any other intellectual property or any other rights of any third party; (vii) in violation of any other rights of any person or entity; (viii) violative of any law or regulation; or (ix) otherwise objectionable, in AAM’s sole discretion.

B. Content Use Restrictions. You also agree that, in using the Site): (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Site by using any robot, rover, “bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these terms of use or any Additional Terms or with the prior written consent of an officer of AAM or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.

C. Availability of Site and Content. AAM may immediately suspend or terminate the availability of the Site and Content (and any elements and features of them), in whole or in part and for any reason, in AAM’s sole discretion, and without advance notice or liability. 

D. Reservation of All Rights Not Granted as to Content and Site. These terms of use and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Site. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by AAM and its licensors and other third parties. Any unauthorized use of any Content or the Site for any purpose is prohibited.

5.  Media Intelligence Center

A. Access Rights. During the term of your active membership, AAM may grant you varying degrees of access to research, reports and other data (collectively, the “Data”) available through our Media Intelligence Center and other databases that we may make available through the Site from time-to-time (collectively, referred to as “Media Intelligence Center”). Upon approval of your membership, you are granted a limited, revocable, non-transferable and non-exclusive license for the member’s designated employees (collectively, “Authorized Users”) to access and use the Data made available by AAM in the Media Intelligence Center (including any updates and enhancements to the Media Intelligence Center) solely for member’s internal business purposes, consistent with the terms and conditions of these terms of use and AAM’s Bylaws click HERE. Depending on the type of your membership and membership level, we may grant you rights to access and use less than all of the Data we make available through the Media Intelligence Center. A description of the specific Data in the Media Intelligence Center that you will be granted access to as part of your membership with AAM will be provided at the time you purchase your membership. Additionally, we reserve the right to sell or otherwise make available access to the Data to non-members in our discretion, which shall be subject to the terms in this Section 5. We will issue Authorized Users an individual log-on identifier and password for purposes of accessing the Media Intelligence Center. Members shall be responsible to ensure that each Authorized User will: (a) be responsible for the security and/or use of the log-on identifier; (b) not disclose that log-on identifier to any person or entity; (c) not permit any other person or entity to use his or her log-on identifier; and (d) use the Media Intelligence Center in accordance with the terms and conditions of this terms of use. Members will be responsible for any breach of these terms of use by an Authorized User and advising each Authorized User of his or her obligations under these terms of use. AAM reserves the right to deny, suspend or revoke access to the Media Intelligence Center, in whole or in part, if AAM believes member and/or its Authorized Users are in breach of this terms of use or are otherwise using or accessing the Media Intelligence Center in a manner inconsistent with the terms and conditions of these terms of use.

B. Restrictions. Members agree that it and its Authorized Users will not: (a) sell, resell, lease, distribute, license or sublicense the Media Intelligence Center, or the Data available therein, without the express written permission of AAM; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Media Intelligence Center and/or Data in any way for any reason; provided, however, members are permitted to create custom reports using the Data solely for the benefit of the member provided that the member attributes credit to AAM in any such custom report developed; (c) provide, disclose, divulge or make available to, or permit use of the Media Intelligence Center by any third party; (d) copy or reproduce all or any part of the Media Intelligence Center; (e) interfere, or attempt to interfere, with the Media Intelligence Center in any way; (f) use the Data to create a competitive product or service; (g) introduce into or transmit through the Media Intelligence Center any tracking device, virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (h) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Data and the Media Intelligence Center; or (i) engage in or allow any action involving the Media Intelligence Center that is inconsistent with the terms and conditions of this terms of use or AAM’s Bylaws.

C. Non-Exclusivity. The parties acknowledge and agree that AAM is providing access to and use of the Media Intelligence Center to multiple customers and that such services are non-exclusive and non-transferable by a member.

D. Availability. The parties acknowledge that since the Internet is neither owned nor controlled by any one entity, AAM makes no guarantees that any given Authorized User will be able to access the Media Intelligence Center at any given time, and except as otherwise specifically provided herein, AAM shall not be liable to members for failure of accessibility to the Media Intelligence Center.

E. Proprietary Rights. No right (except for the license granted in Section 5(A)), title or interest of intellectual property or other proprietary rights in and to the Media Intelligence Center and/or Data is transferred to members under these terms of use. AAM and its third party licensors retain all right, title and interests, including, without limitation, all copyright and other proprietary rights in and to the Media Intelligence Center and/or other products or services provided under these terms of use. All data and information concerning user traffic and behavior of the Media Intelligence Center, including, without limitation, the analytics gathered from the access and use of the Content will be AAM’s sole property.

F. Data is Confidential Information of AAM. Members acknowledge that the Data available through the Media Intelligence Center is considered the confidential information of AAM. Each member acknowledges and agrees that: (a) it will use the Data solely in accordance with the provisions of this terms of use; and (b) it will not disclose, or permit to be disclosed, the Data to any third party without first obtaining AAM’s prior written consent. Notwithstanding the foregoing prohibition on disclosing Data to third parties without first obtaining AAM’s prior written consent, a member may share Data with advertising agencies, advertisers and similar parties solely for purposes of the purchasing and/or selling of advertising and media buying without first obtaining written consent from AAM provided the member makes each such third party it shares the Data with aware of the confidentiality obligations contained in this Section 5 and ensures that each such third party is under a contractual obligation to maintain the confidentiality of such information, and restrict use thereof, on the same terms and conditions as set forth in this Section 5. Each member will use reasonable efforts to ensure that each third party that they disclose or otherwise share Data with will not do or omit to do anything which if done or omitted to be done by the member would constitute a breach of this Agreement. Members will take all reasonable precautions necessary to safeguard the confidentiality of the Data, including, at a minimum, those precautions taken by the member to protect its own confidential information, which will in no event be less than a reasonable degree of care. Data will not constitute the confidential information of AAM to the extent the Data is: (i) obtained by the member from any source without any obligation of confidentiality; (ii) independently developed by the member without reference to the Data; or (iii) requested to be disclosed by order of a court or other governmental entity; provided no less than ten (10) days written notice is given to AAM so that AAM may obtain a protective order or other equitable relief.

6.   Terms Applicable to Payments Made on the Site

A. Generally. To purchase any goods and/or services on our Site, you must be at least the applicable age of majority in your jurisdiction of residence.  Prior to the purchase of any goods or services on our Site, you must provide a valid credit card number, debit card and associated payment information including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your card. By submitting that information to us, you hereby agree that you authorize us to charge your card at our convenience but within thirty (30) days of credit card authorization. All sales are final. All charges from those sales are non-refundable. For each purchase made on the Site, you agree to pay the price applicable (including any sales taxes, surcharges and any delivery fees for the delivery service you select) as of the time you submitted the order. We or our payment processer will automatically bill your credit card or other form of payment submitted as part of the order process for such price. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering. 

B. Methods of Payment, Credit Card Terms and Taxes. All payments must be made by Visa, MasterCard, or American Express. We currently do not accept cash, personal or business checks or any other payment form, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these terms of use to determine your rights and liabilities as a cardholder. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify usof any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or our agents. 

C. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline your order for any reason.  Your order will be deemed accepted by us upon our delivery of the item that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (a) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); or (b) we will not charge your credit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with us has been effected until you receive a confirmation from us via email or the Site. As stated above, you will be responsible for, and your credit card or third-party payment account may be charged for, the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your account was received.

D. No Responsibility to Sell Mispriced Products or Services. We do our best to describe every item, product or service offered on this Site as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Site is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, we shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit card prior to cancellation, we will issue a credit to your account in the amount of the charge.

E. Modifications to Prices or Billing Terms. WE RESERVE THE RIGHT, AT ANY TIME, TO CHANGE OUR PRICES AND BILLING METHODS FOR PRODUCTS OR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY EMAIL DELIVERY TO YOU.

7. Procedure for Alleging Infringement of Intellectual Property

If you own intellectual property and believe that your intellectual property has been infringed by an improper posting or distribution of it via the Site, then you may send us a written notice to the addresses set forth in Section 12 that includes all of the following:

(a) a legend or subject line that says:  “Intellectual Property Infringement Notice;”

(b) a description of the intellectual property that you claim has been infringed;

(c) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Site on which the material appears);

(d) your full name, address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law;

(f) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the owner of the intellectual property at issue (or, if you are not the owner, then your statement must indicate that you are authorized to act on the behalf of the owner of the intellectual property that is allegedly infringed); and

(g) your electronic or physical signature.

We will act on such notices in our sole discretion. Any user of the Site that fails to respond satisfactorily to AAM with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your notice to the person who provided the allegedly infringing material. 

8.  Notices, Questions and Customer Service

You agree that: (1) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Site, or in another reasonable manner; and (2) we may contact you by mail or email sent to the address provided by you. All legal notices to us must be sent to: Alliance for Audited Media, 48 W. Seegers Road, Arlington Heights, IL 60005-3913 (Attn: Business and Legal Affairs). 

If you have a question regarding using the Site, you may contact AAM, by sending an email to corpcommdept@auditedmedia.com. You acknowledge that the provision of customer support is at AAM’s sole discretion and that we have no obligation to provide you with customer support of any kind.

9. Links by You to the Site

We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Site, so long as:

(a) the link must not present false information about or disparage damage, dilute or tarnish the goodwill associated with any AAM name or entity;

(b) the link must not create the false appearance that your website is sponsored by, endorsed by, affiliated with, or associated with AAM unless AAM has given its prior written permission;

(c) the linked site may not “frame” or create a browser or border environment around any of the content on the Site or alter this Site in any way;

(d) the linked site may not be unlawful, abusive, indecent or obscene, or promote violence or illegal acts, or be libelous, defamatory or otherwise deemed inappropriate, as determined by us, in our sole discretion;

(e) the linked site may not display our Content, including any of our trademarks or logos, to create a link, without our prior written consent or as otherwise provided in the Publicity Rules;

(f) the linked site must be owned and controlled by you or otherwise permit you to enable such link subject to these terms of use applying thereto; and

AAM also reserves the right to suspend or prohibit linking to the Site for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above.

10. Linked-To Websites; Advertisements; Dealings with Third Parties

A. Linked Sites; Advertisements. The Site may contain links, as part of third-party ads on the Site or otherwise, to or from third-party websites (“Linked Sites”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with AAM. AAM may have no control over the content, operations, policies, terms, or other elements of Linked Sites, and AAM does not assume any obligation to review any Linked Sites. AAM does not endorse, approve, or sponsor any Linked Sites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, AAM is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such sites. Finally, AAM will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Sites. AAM disclaims all liability in connection therewith.

B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Site (including on or via Linked Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). AAM disclaims all liability in connection therewith.

11. Wireless

A. Wireless Features. The Site may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Site’s features and upload content to the Site, receive messages from the Site, and download applications to your wireless Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.

B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Site for Wireless Features, then you agree to notify AAM of any changes to your wireless contact information (including phone number) and update your accounts on the Site to reflect the changes. 

12. Dispute Resolution

Certain portions of this Section 12 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and AAM agree that we intend that this Section 12 satisfies the “writing” requirement of the Federal Arbitration Act.

A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Site, the Content, these terms of use, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of AAM’s actual or alleged intellectual property rights (an “Excluded Dispute,” which includes those actions set forth in Section 12(D)), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 12(A). Your notice to us must be sent to: Alliance for Audited Media, 48 W. Seegers Road, Arlington Heights, IL 60005-3913 (Attn: Business and Legal Affairs). For a period of sixty (60) days from the date of receipt of notice from the other party, AAM and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or AAM to resolve the Dispute or Excluded Dispute on terms with respect to which you and AAM, in each of our sole discretion, are not comfortable.

B.  Forums for Alternative Dispute Resolution. 

(i) Arbitration. If we cannot resolve a Dispute as set forth in Section 12(A) within sixty (60) days of receipt of the notice, then either you or we may submit the Dispute to formal arbitration in accordance with this Section 12(B). If we cannot resolve an Excluded Dispute as set forth in Section 12(A) within sixty (60) days of receipt of the notice, then either you or we may submit the Excluded Dispute to formal arbitration only if you and AAM consent, in a writing signed by you and an Officer or legal representative of AAM, to have that Excluded Dispute subject to arbitration. In such a case (and only in such a case), that Excluded Dispute will be deemed a “Dispute” for the remainder of this Section 12(B). 

Upon expiration of the applicable sixty-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than fifteen (15) years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA's Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if AAM elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three-member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of these terms of use and any Additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. If you and AAM do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 12(B)(i), then this paragraph and the remainder of this Section 12(B) will not apply to the Excluded Dispute.

If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of AAM consent to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for a the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service.

You can obtain AAA and JAMS procedures, rules, and fee information as follows:

AAA:  800.778.7879
http://www.adr.org/

JAMS: 949.224.1810
http://www.jamsadr.com/

(ii) Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator must honor the terms of these terms of use (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys’ fees).  However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require AAM to pay a greater portion or all of such fees and costs in order for this Section 12 to be enforceable, then AAM will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act. 

C. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 12(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED. 

D. Injunctive Relief. The foregoing provisions of this Section 12 will not apply to any legal action taken by AAM to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content and/or AAM’s intellectual property rights (including such AAM may claim that may be in dispute), AAM’s operations, and/or AAM’s products or services. 

E. Small Claims Matters Are Excluded from Arbitration Requirement.  Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court, subject to Section 12(G).

F. No Class Action Matters. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 12(B)(i) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 12(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 12(G). 

G. Federal and State Courts in Cook County. Except to the extent that arbitration is required in Section 12(B), and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in Cook County, IL. Accordingly, you and AAM consent to the exclusive personal jurisdiction and venue of such courts for such matters.

13. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOUR ACCESS TO AND USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, THE MEDIA INTELLIGENCE CENTER (AND THE DATA), IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS.  Therefore, to the fullest extent permissible by law, AAM and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “AAM Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

(a) the Site (including, without limitation, the Content, the Media Intelligence Center and the Data);

(b) the functions, features, or any other elements on, or made accessible through, the Site;

(c) any products, services, or instructions offered or referenced at or linked through the Site;

(d) security associated with the transmission of your information transmitted to AAM or via the Site;

(e) whether the Site or the servers that make the Site available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);

(f) whether the information (including any instructions) on the Site is accurate, complete, correct, adequate, useful, timely, or reliable;

(g) whether any defects to the Site will be repaired; and

(h) whether your use of the Site is lawful in any particular jurisdiction. 

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A AAM PARTY, AAM PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

14. LIMITATIONS OF LIABILITY OF AAM PARTIES

UNDER NO CIRCUMSTANCES WILL ANY AAM PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

(a) the Site (including, without limitation, the Content, the Media Intelligence Center and the Data);

(b) your use of or inability to use the Site, or the performance of the Site;

(c) any action taken in connection with an investigation by AAM Parties or law enforcement authorities regarding your access to or use of the Site;

(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;

(e) any errors or omissions in the Site’s technical operation; or

(f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if AAM Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Site). 

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you. 

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AAM PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITE AND YOUR RIGHTS UNDER THESE TERMS OF USE, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID AAM IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.

BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

15. Waiver of Injunctive or Other Equitable Relief

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY AAM OR A LICENSOR OF AAM, INCLUDING, WITHOUT LIMITATION, THE MEDIA INTELLIGENCE CENTER.

16.  General Provisions

A. Updates to the Terms of Use. The terms of use (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SITE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SITE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SITE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SITE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SITE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SITE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted terms of service and any applicable Additional Terms each time you use the Site (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the terms of use (and any applicable Additional Terms) that applied when you previously used the Site will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page, and the email you associated with your account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or additional terms by discontinuing use of the Site and related services.

B. AAM’s Consent or Approval. As to any provision in these terms of use or any Additional Terms that grants AAM a right of consent or approval, or permits AAM to exercise a right in its “sole discretion,” AAM may exercise that right in its sole and absolute discretion. No AAM consent or approval may be deemed to have been granted by AAM without being in writing and signed by an officer of AAM. 

C. Applicable Law. These terms of use and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the Illinois, without regard to its conflicts of law provisions.

D. Indemnification. You agree to, and you hereby, defend, indemnify, and hold AAM Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any AAM Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your use of the Site, including, without limitation, the Media Intelligence Center and the Data, and your activities and use of the information in connection therewith; (ii) your breach or alleged breach of these terms of use or any Additional Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Site or your activities in connection with the Site; (iv) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; and (vi) AAM Parties’ use of the information that you submit to us (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by AAM Parties in the defense of any Claim and Losses.  Notwithstanding the foregoing, AAMParties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. AAM Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of an AAM Party.

E. Operation of Site; Availability of Products and Services; International Issues. AAM controls and operates the Site from its U.S.-based offices in the U.S.A., and AAM makes no representation that the Site is appropriate or available for use beyond the U.S.A. If you use the Site from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Site may describe products and services that are available only in the U.S.A. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Site and/or the provision of any content, program, product, service, or other feature described or available on the Site to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application of the Convention on Contracts for the International Sale of Goods.

F. Export Controls. Software related to or made available by the Site may be subject to export controls of the U.S.A. No software from the Site may be downloaded, exported, or re-exported (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S.A. has embargoed goods, software, technology or services (which, as of the effective date of these terms of use, includes Cuba, North Korea, Iran, Sudan, and Syria), or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic.  Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i) – (iii) above.

G. Severability; Interpretation. If any provision of these terms of use, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these terms of use or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these terms of use or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these terms of use or any Additional Terms, the word will be deemed to mean “including, without limitation.”

H. Communications. When you communicate with us electronically, such as via email and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

I. Investigations; Cooperation with Law Enforcement; Termination; Survival. AAM reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Site security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these terms of use and any Additional Terms, (iii) investigate any information obtained by AAM in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these terms of use and any Additional Terms, and (vi) discontinue the Site, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to AAM under these terms of use or any Additional Terms. Upon suspension or termination of your access to the Site, or upon notice from AAM, all rights granted to you under these terms of use or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Site. The provisions of these terms of use and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to AAM in these terms of use, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration. You understand and agree that we will determine your compliance with these terms of use, in our sole discretion. Any violation of these terms of use may be referred to law enforcement authorities

J. Assignment. AAM may assign its rights and obligations under these terms of use and any Additional Terms, in whole or in part, to any party at any time without any notice. These terms of use and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of AAM. 

K. No Waiver. Except as expressly set forth in these terms of use or any Additional Terms, (i) no failure or delay by you or AAM in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these terms of use or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. 

L. U.S. Government Restricted Rights. If you are a government end user, then this provision applies to you. The Site provided in connection with these terms of use has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer site” and/or “commercial computer site documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212 and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms of use and shall be prohibited except to the extent expressly permitted by these terms of use.

M. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Site and you will be responsible for all charges related to them.