Terms of Service

These Terms of Service (referred to as "Terms") govern the subscription to and utilization of the services provided by MediaFireWall. If you decide to register for a free trial of MediaFireWall's services, these Terms will also be applicable during that trial period. By accessing or utilizing the websites and services offered by Mediafirewall, you acknowledge and agree to abide by these Terms. In the event that you are entering into or accepting these Terms on behalf of a legal entity, you affirm and guarantee that you possess the right, authority, and capacity to legally bind such entity and its affiliates to these Terms. In such a scenario, the term "Subscriber" pertains to this entity and its affiliates. If you lack the aforementioned authority or if you do not consent to comply with all the provisions outlined in these Terms, refrain from accessing or using MediaFireWall's services.

1. Agreement

These Terms of Service (referred to as “Terms”) constitute an agreement between the party accepting them ("Subscriber") and Mediafirewall. This agreement becomes effective upon acceptance by the Subscriber, and the comprehensive subscription arrangement, encompassing these Terms (the “Agreement”), is established to provide the Subscriber with a restricted subscription enabling the use of Mediafirewall's hosted media classification, support, or other services (the “Services”).

2. Free Plans.

2.1 If Subscriber registers at Mediafirewall's websites for a free plan ("Free Plan") of one or more Services, Mediafirewall will make such Services available to Subscriber on a trial basis, free of charge, for a limited usage until the earlier of (a) the start of any paid subscription for such Services, or (b) termination by Mediafirewall at its sole discretion. Additional terms and conditions may appear on the registration website for a Free Plan and any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

2.2 ALL FREE PLANS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. FREE PLANS MAY BE SUSPENDED, TERMINATED, OR DISCONTINUED AT ANY TIME AND FOR ANY REASON (OR NO REASON). MEDIAFIREWALL DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT (INCLUDING LIABILITY OTHERWISE PROVIDED FOR UNDER SECTION 13 (LIMITATION OF LIABILITY)) FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A FREE PLAN, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO SUBSCRIBER DATA. ANY CONFIGURATIONS OR SUBSCRIBER DATA ENTERED INTO A FREE PLAN, AND ANY CUSTOMIZATIONS MADE TO A FREE PLAN BY OR FOR SUBSCRIBER, MAY BE PERMANENTLY LOST IF THE FREE PLAN IS SUSPENDED, TERMINATED, OR DISCONTINUED. MEDIAFIREWALL'S INDEMNITY OBLIGATIONS UNDER SECTION 16 (INDEMNIFICATION) DO NOT APPLY TO FREE PLANS.

3. Mediafirewall's Obligations.

3.1 Services. Mediafirewall will make the Services available to Subscriber according to one or more online or written ordering documents (each a “Service Order”). The Agreement includes each Service Order incorporating the Agreement.

3.2 Compliance with Laws. Mediafirewall will comply with all laws and governmental regulations applicable to the Services.

3.3 Personnel and Performance. Mediafirewall will be responsible for the performance of its personnel (including employees and contractors) and their compliance with the Agreement.

3.4 Security Measures. Mediafirewall will maintain administrative, physical, and technical safeguards for the security and integrity of the Services (the “Security Measures”) consistent with industry standard practices. Mediafirewall will store, process, transmit and disclose electronic data and configurations submitted to the Services or collected by the Service at the direction of or on behalf of Subscriber ("Subscriber Data") only according to the Agreement and the Documentation. The Services, independent of Subscriber Data, will not transmit code, files, scripts, agents, or programs intended to do harm, including, viruses, worms, time bombs, and Trojan horses ("Malicious Code").  

4. Subscriber’s Obligations.

4.1 Subscriber Data. As between Mediafirewall and Subscriber, Subscriber is responsible for Subscriber Data and the provision of Subscriber Data to the Services according to the Agreement.

4.2 Personnel and Performance. Subscriber will be responsible for the performance of its personnel (including employees and contractors) in compliance with the Agreement. Subscriber enters into the Agreement on behalf of its Affiliates that make use of the Services.  

4.3 Non-Mediafirewall Services. Subscriber may choose to use services not provided by Mediafirewall ("Non-Mediafirewall Services") with the Services and in doing so grants Mediafirewall permission to interoperate with the Non-Mediafirewall Services as directed by Subscriber or the Non-Mediafirewall Services.  Unless specified in a Service Order: (a) Mediafirewall does not warrant or support Non-Mediafirewall Services, (b) as between Mediafirewall and Subscriber, Subscriber assumes all responsibility for the Non-Mediafirewall Services and any disclosure, modification or deletion of Subscriber Data by the Non-Mediafirewall Services and (c) Mediafirewall shall have no liability for, and Subscriber is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation due to any unavailability of the Non-Mediafirewall Services or any change in the ability of Mediafirewall to interoperate with the Non-Mediafirewall Services.

4.4 Third Party Reports.  As an intermediary, Mediafirewall may receive notices from third parties ("Reporters") regarding Subscriber Data or Subscriber’s use of the Services ("Reports"). Mediafirewall will forward all Reports directly to the email address provided by Subscriber.  Upon receipt of a Report, Subscriber will (i) acknowledge receipt of such report to Mediafirewall within two (2) business days of receipt and (ii) address the Report promptly with the Reporter, including informing the Reporter that Subscriber (and not Mediafirewall) is the appropriate party to address the matter.  Mediafirewall may provide the Contact to a Reporter inquiring about Subscriber Data or Subscriber’s use of the Services.

4.5 Service Notices.  If Mediafirewall becomes aware that Subscriber may violate Subscriber’s obligations under this Section 4 (Subscriber’s Obligations), Mediafirewall will notify the Subscriber by email (the “Service Notice”) and request Subscriber to take reasonably appropriate action, including ceasing problematic usage, changing a configuration, updating account credentials or removing applicable Subscriber Data. If Subscriber fails to comply with a Service Notice within the time period set forth in the Service Notice, Mediafirewall may block Subscriber’s access to the Services until the requested action is taken. If Subscriber fails to take the required action within ten (10) days or fails to comply with Subscriber’s obligations under this Section 4 (Subscriber’s Obligations) on two or more occasions during any rolling twelve (12) month period, Mediafirewall may terminate the Agreement immediately for cause. Mediafirewall also responds to notices of alleged copyright infringement and may block access to the applicable Service or terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act of 1998. All limitations of access, suspensions, and terminations for cause shall be made in Mediafirewall's sole discretion and Mediafirewall shall not be liable to Subscriber or any third party for any termination of Subscriber’s account or access to the Services.

5. Term and Termination.

5.1 Term. These Terms are effective during the term of any Service Order that incorporates the Agreement. The term of a Service Order shall be specified in the Service Order. Service Orders shall renew for successive terms, unless either party gives the other a notice of nonrenewal at the end of the applicable term. The notice must be provided in advance, with a delay defined in the Service Order.

5.2 Termination for Cause. In addition to Mediafirewall's right to terminate the entire Agreement under Section 4.6 (Service Notices), Subscriber or Mediafirewall may terminate the entire Agreement for cause (a) upon 30 days’ written notice to the other of a material breach if the breach remains uncured at the expiration of the notice period or (b) if the other party (i) becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, (ii) goes out of business or (iii) ceases its operations.

5.3 Survival. Any term or condition that by its nature is clearly intended to survive the expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement, including Sections 4.5(j), (k), (n), (o) and (p) (Subscriber’s Obligations), Section 7.1 (Fees), Section 7.5 (Refund or Payment upon Termination), Section 8 (Confidentiality), Section 9 (Warranties).

7. Fees and Payment.

7.1 Fees. Subscriber will pay all fees specified in Service Orders and provide accurate and updated billing contact information. Except as set forth in a Service Order, all fees payable under the Agreement shall be made in U.S. Dollars. Minimum commitments in Service Orders are (a) based on Services purchased and not actual usage; (b) non-cancelable; and (c) cannot be decreased during the specified term. Fees paid for minimum commitments are not refundable. Subscriber’s payments of fees are neither (x) contingent on the delivery of any future functionality or features nor (y) dependent on statements not set forth in the Agreement or any Service Order.

7.2 Invoicing Terms. If the Service Order specifies that payment will occur by a method other than a credit card, Subscriber will provide a purchase order number in the applicable amount (or reasonable alternative proof of Subscriber’s ability to pay the fees specified in a Service Order), and promptly notify Mediafirewall of any changes necessary for payment of an invoice. Mediafirewall will invoice Subscriber either monthly or according to the billing frequency stated in the Service Order. Invoices to be paid by credit card are due on the invoice date, all other invoices are due net 30 days from the invoice date. If any invoiced amount is not received by Mediafirewall by the due date, then without limiting Mediafirewall's rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and (b) Mediafirewall may condition future subscription renewals and Service Orders on shorter payment terms.  If Subscriber is paying for Services by credit card, Subscriber will provide Mediafirewall's authorized payment processer with valid credit card information and promptly notify Mediafirewall's authorized payment processor of any changes necessary to charge the credit card. The provision of credit card information to Mediafirewall's authorized payment processer authorizes Mediafirewall, through its authorized payment processer, to charge the credit card for all Services specified in a Service Order, and any renewal subscription. Subscriber acknowledges that Mediafirewall will not have access to Subscriber’s credit card information.

7.3 Suspension of Service and Acceleration. If any amount owing by Subscriber is 30 or more days overdue (or 15 or more days overdue in the case of invoices to be paid by credit card), Mediafirewall may, without limiting any rights and remedies, accelerate Subscriber’s unpaid fee obligations to become immediately due and payable, and block the provision of Services to Subscriber until the overdue amounts are paid in full. Mediafirewall will give Subscriber at least 10 days’ prior notice that its account is overdue, in accordance with Section 19 (Manner of Giving Notice), before blocking Services to Subscriber.

7.4 Payment Disputes. Mediafirewall will not exercise any rights to block Services, accelerate payments, impose late charges or change payment terms under Section 7.2 (Invoicing Terms) and Section 7.3 (Suspension of Service and Acceleration) with respect to an overdue amount for so long as Subscriber is disputing the overdue amount in good faith. The parties shall cooperate diligently to resolve the dispute.

7.5 Refund or Payment upon Termination. If Subscriber terminates the Agreement in accordance with Section 5.2 (Termination for Cause), Mediafirewall will refund any prepaid fees covering the remainder of the term of all Service Orders after the effective date of termination. If the Agreement is terminated by Mediafirewall in accordance with Section 5.2 (Termination for Cause), Subscriber will pay any unpaid fees covering the remainder of the term of all Service Orders. In no event will termination relieve Subscriber of its obligation to pay any fees payable for the period prior to the effective date of termination. If Subscriber terminates without cause prior to the end of the then current term, Subscriber shall be immediately liable for the balance of the fees for the remainder of the term.

7.6 Taxes. Fees for Services do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its Service Orders. If Mediafirewall is obligated by law to pay or collect Taxes for which Subscriber is responsible, Mediafirewall will invoice Subscriber and Subscriber will pay that amount unless Subscriber can provide a valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber will provide Mediafirewall any information Mediafirewall reasonably requests to determine whether Mediafirewall is obligated to collect Taxes.  Mediafirewall is solely responsible for taxes assessable against its income, property, and employees.

8. Confidentiality.

8.1 Confidential Information. “Confidential Information” means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential. Subscriber’s Confidential Information includes the Subscriber Data; Mediafirewall's Confidential Information includes the Services; and Confidential Information of each party includes but is not limited to the terms and conditions of the Agreement and all Service Orders, including pricing, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each party in connection with the Agreement. Confidential Information does not include information that: (a) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party; (b) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by records of Receiving Party; (c) is disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligation; or (d) is at any time independently developed by Receiving Party without use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.

8.2 Protection of Confidential Information. Except as provided in Section 8.3 (Compelled Disclosure) Receiving Party shall not disclose or otherwise make available any Confidential Information of Disclosing Party to anyone except those of its employees, directors, attorneys, agents and consultants who: (a) need to know the Confidential Information in connection with the purpose of the Agreement and (b) who have previously agreed to be bound by confidentiality obligations no less stringent than those in the Agreement.  Each party shall (x) safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information and (y) not use any Confidential Information of the other party for any purpose outside the scope of the Agreement.

8.3 Compelled Disclosure. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, then to the extent legally permitted, Receiving Party shall provide Disclosing Party with prior notice of the compelled disclosure and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest the compelled disclosure. Any compelled disclosure shall be limited to the extent required, and shall be subject to confidentiality protections to the extent practicable. If Receiving Party is compelled by law to disclose Disclosing Party’s Confidential Information as part of a civil proceeding to which Disclosing Party is a party, and Disclosing Party is not contesting the disclosure, Disclosing Party will reimburse Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

9.Warranties.

9.1 No WarrantyTHE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE OR PERFORMANCE. MEDIAFIREWALL DOES NOT WARRANT THE ACCURACY OR CORRECTNESS OF ANY RECOMMENDATIONS, INTERPRETATIONS, MODERATIONS OR CONCLUSIONS REACHED WITH RESPECT TO THE SERVICE, WHICH, IN ANY EVENT, ARE ADVISORY ONLY. WITHOUT LIMITING THE FOREGOING, MEDIAFIREWALL, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9.2 Support Services Warranty. Support services specified in applicable Service Orders will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. Subscriber’s exclusive remedies for breach of the warranty in this Section 15.2 shall be either (a) re-performance of the support Services by Mediafirewall; or (b) to exercise the express rights described in Sections 5.2 (Termination for Cause) and 7.5 (Refund or Payment upon Termination).

9.3 Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 15, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS OR GOVERNMENTAL REGULATIONS. MEDIAFIREWALL DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. 

10. Indemnification.

10.1 Subscriber will defend, indemnify and hold harmless Mediafirewall and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Subscriber use of and access to the Service, including any data or content transmitted or received by Subscriber; (ii) Subscriber violation of any term of this Agreement, including without limitation breach of any of the representations and warranties in this Agreement; (iii) Subscriber violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Subscriber violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of Subscriber Data; or (vi) any other party’s access and use of the Service with the Subscriber's unique username, password or other appropriate security code.

11. Privacy Policy.

Mediafirewall will comply with its privacy policy available at https://mediafirewall.ai/privacy-policy when processing personal information (the “Privacy Policy”).

12. Assignment.

12.1 Neither party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld) provided, however, either party may assign the Agreement in its entirety, without the other party’s consent (a) to its Affiliate or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the immediately preceding sentence, if a party is acquired by, sells all or substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may, but is not required to, terminate the Agreement upon written notice. In the event of such a termination by Mediafirewall, Mediafirewall will refund to Subscriber any prepaid but unused fees covering the remainder of the term of all Service Orders after the effective date of such termination.

12.2 The Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.