CARRIERMINISPLITS.COM TERMS AND CONDITIONS
This Agreement (“Agreement”) governs your relationship with Media Monkey, LLC. In this Agreement, we will refer to you, the Dealer/Contractor, and all of your d/b/a’s, affiliates, agents, employees, representatives and subcontractors as the Dealer and to Media Monkey, LLC and its employees and agents as Media Monkey. Other Dealers who have joined carrierminisplits.com are referred to in this Agreement as Other Dealers. Unless otherwise stated, all terms and conditions set forth in this Agreement that apply generally to Dealers also apply to and bind you. References herein to the carrierminisplits.com “Website” include any and all websites now, or hereafter, owned or operated by Media Monkey. These Terms & Conditions were last updated on March 23, 2020.
- What We Agree.
- Lead Purchasing Dealer
- The website receives requests from homeowners, consumers, property managers, individuals and other persons (“customers”) expressing interest in certain services relating to Ductless Mini Split Install, repair, maintenance and other types of tasks and projects (“service requests”). These service requests from customers may be submitted directly or indirectly to the website by customers via the Website and lead generation program. In turn, Media Monkey may send you a communication about a customer’s request that contains information about what service has been requested and the customer’s contact information (a “Lead”). We may also send your contact information to the customer. The information we provide about you will be based on the information you submit for the Company Profile.
- We limit the number of Dealers that are matched to a customer. We do not guarantee to provide you any specific number of Leads, nor do we make guarantees, representations or warranties regarding a customer’s level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided by the customers, or that any customers will hire you to perform services, nor do we guarantee that you will successfully contact each customer. We are not involved in, nor do we have any responsibility for your contracts with customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. Media Monkey is free to contract with other Dealers ls as this is not an exclusive contract.
- Lead Purchasing Dealer
- What You Agree
- You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, subcontractors, and any individuals performing work on your behalf, at the time you become a carrierminisplits.com dealer and thereafter while this Agreement remains in effect, as follows:
Membership in the website network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join the website, you represent and warrant that you are eligible.
- You are qualified and capable of performing the services, trade, or tasks required to perform all services described through out the website.
You are, and at all times will be, properly and fully licensed*(at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status.
*If you or your company is operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
- You will comply with the website membership requirements and subscription commitments as specified from time to time. If these requirements are amended, you will be advised and must comply with any changes immediately upon notification if no action is required on your part or within thirty (30) days if affirmative action is required of you.
- You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any felony criminal convictions. If at any time during your membership with Media Monkey you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should have a felony conviction entered against such party, you will promptly notify Media Monkey. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize Media Monkey to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
- If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers or prospective dealers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. Media Monkey reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our website, and you represent that your uploading for display of any such content, and the use by Media Monkey of such content as contemplated by this Agreement, shall not violate any third party’s intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of Media Monkey as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of Media Monkey.
- f. By posting or providing any content on the website, including but not limited to photographs (“Content”), you represent and warrant to Media Monkey that you own or have all necessary rights to use the Content, and grant to Media Monkey the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant Media Monkey and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the Media Monkey Website, and on any other websites owned or operated by Media Monkey. Nothing in this Agreement shall restrict other legal rights Media Monkey may have to the Content, for example under other licenses. Media Monkey reserves the right to remove or modify Content for any reason, including Content that Media Monkey believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your carrierminisplits.com account is terminated, or if you remove any Content from your Media Monkey account, Media Monkey and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
- g. You acknowledge and agree that all of the content and information posted on the website, including but not limited to dealer profiles, screening information, and Customer Ratings & Reviews for all dealers (excluding any logos or trademarked materials, or other intellectual property of dealers provided by dealers), is the sole and exclusive property of Media Monkey. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the website, other than content provided directly by you. You represent and warrant that all of the information you provide to Media Monkey, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to Media Monkey for any such damages, and will indemnify Media Monkey in the event of any third party claims against Media Monkey based on or arising from your violation of the foregoing. You acknowledge and agree that Media Monkey has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. Media Monkey is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
- h. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with Media Monkey, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A MEDIA MONKEY SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO MEDIA MONKEY AND OTHER SERVICE PROFESSIONAL MEMBERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME AND EFFORT ON THE PART OF MEDIA MONKEY. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO MEDIA MONKEY, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES OR ATTORNEYS’ FEES THAT MAY ARISE FROM SUCH ACTIVITIES.
- You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by Media Monkey to any other party.
- In the event you participate in any promotion whereby Media Monkey promotes an offer or discount related to your services, whether on the website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
- By enrolling in the website or otherwise becoming a member of the website, and/or by inquiring about membership in the website or other Media Monkey products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable “Do Not Call” list, and even if you have previously opted-out from receiving marketing emails from Media Monkey, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails. You agree to sign up for at least one method of lead notification (for example email), and acknowledge that if you do not sign up for at least one method of lead notification or you block, filter or sort any emails from Media Monkey, Media Monkey is not responsible for any delayed or undelivered leads.
- Dealer agrees to allow Media Monkey L.L.C.to forward Dealers standings on Website Including covered zip codes, leads generated and dollars billed. On a regular basis to Distribution / Carrier Corporation to facilitate Market Funds reimbursements if applicable.
You agree to be bound by the then applicable pricing plan provisions (all fees are stated and payable in US dollars) for any and all Leads presented to you (as further described in Attachment A for lead purchasing service professionals), or for any inclusion in our dealer locator or any other subscription offering. You will pay Media Monkey applicable non-refundable fees which may include: (i) an Enrollment Fee; (ii) Lead Fees, as set forth in the Lead Fee Schedule; (iii) Subscription Fees; (iv) Website development and hosting fees, if you have elected to have Media Monkey develop and host your company Website; and (v) any other applicable fees. Media Monkey reserves the right to charge your credit card for any fees immediately upon receipt of your credit card information by you or your representatives.
Lead Fees. You agree that you will pay Media Monkey on a per Lead basis for all Leads. You agree that payment for Lead Fees will be made by Media Monkey by processing your credit card each day for the previous day’s activity. You may view a statement of your monthly lead activity on your account. We may, in our sole discretion and in accordance with our then-existing Lead credit policies, issue you a credit (“Credit”) for any Lead Fees that you dispute (by contacting Media Monkey via our Website, or by telephone), provided, however, that any and all requests for Credits must be received by Media Monkey within 30 days of the date that the Lead Fee charge was incurred. Credits that are issued to a dealer’s account will be issued as store credits, which will be applied toward future charges to your account. Credits will expire, if not used, eighteen months after the date the Credit was issued. All Lead Fees constitute advertising fees paid by you to Media Monkey and are in no way, referral commissions based upon your successful completion of services.
Subscription Fees; License Fees; Other Recurring Fees.
For purchases of a subscription, you shall pay such fees on a monthly basis. You agree that payments will be made by Media Monkey initiating an ACH transfer or processing your credit card, in advance, on a monthly, quarterly or annual basis, as applicable.
- AUTOMATIC RENEWAL OF SUBSCRIPTION; After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period (each a “Renewal Term”), at the renewal price communicated to you at the time your purchased your initial subscription (“Renewal Price”), unless Media Monkey provides you with at least thirty (30) advance notice of a change in your Renewal Price. You agree that your account will be subject to this automatic renewal feature. If you want to change or terminate your subscription, you may do so solely by contacting Media Monkey at (630) 773-4402. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires, and you won’t be eligible for any refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Media Monkey to charge your provided payment method now and again at the beginning of any Renewal Term. You also authorize Media Monkey to charge you for any sales or similar taxes that may be imposed on your subscription payments. Upon the renewal of your subscription, if Media Monkey does not receive payment from your payment method or payment method provider, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that Media Monkey may either terminate or suspend your subscription and continue to attempt to charge your payment method until payment is received.
- Other Promotions. Any promotion that provides a subscription to the website services automatically renews in the same manner as set forth above under the section titled “Automatic Renewal”, provided, however, that the Renewal Price for any Renewal Terms will be higher than during the promotion term. You must cancel your subscription before the end of the promotion period in order to avoid being charged the Renewal Price.
- You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your Media Monkey profile, and all contact and billing information, are kept up-to-date and accurate. Media Monkey is not responsible, or liable, for undelivered customer notifications. You agree to promptly notify Media Monkey if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your payment method). In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for you credit or debit card as provided by your credit or debit card issuer.
- You acknowledge that you will not receive a detailed account statement unless you provide Media Monkey with a valid email address or fax number. Your account balance is also available by calling (630) 773-4402. Media Monkey will process your balance due at the end of your billing period via your selected payment method. Past due balances will be subject to a late charge equal to the lesser of 1.5% per month or the maximum amount allowed by applicable law. In addition, any returned payments will incur a $20 fee per transaction.
- Any disputes about charges to your account must be submitted to Media Monkey in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not made within the 30 day period, and all such charges will be final and not subject to challenge.
- Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for any and all collection and related litigation fees.
- No fee is due or payable to the extent such fee is in violation of any applicable law.
- Media Monkey is not obligated to refund to you any amounts of prepaid Lead Fees or other prepaid fees such as subscription fees.
- You authorize Media Monkey to charge you for any sales or similar taxes that may be imposed on your subscription payments, lead fees, or any other fees charged by Media Monkey.
- Subscription Fees; License Fees; Other Recurring Fees.
- You agree to be bound by the then applicable pricing plan provisions (all fees are stated and payable in US dollars) for any and all Leads presented to you (as further described in Attachment A for lead purchasing service professionals), or for any inclusion in our dealer locator or any other subscription offering. You will pay Media Monkey applicable non-refundable fees which may include: (i) an Enrollment Fee; (ii) Lead Fees, as set forth in the Lead Fee Schedule; (iii) Subscription Fees; (iv) Website development and hosting fees, if you have elected to have Media Monkey develop and host your company Website; and (v) any other applicable fees. Media Monkey reserves the right to charge your credit card for any fees immediately upon receipt of your credit card information by you or your representatives.
Indemnification; Limitation of Liability; Disclaimer of Warranties.
Indemnification. You shall fully protect, indemnify and defend Media Monkey and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns (“Indemnified Parties”) and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys’ fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to (i) any of your work for or dealings with any customers, (ii) your advertising, or (iii) your services, representations, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) set forth in this Agreement, including any extra work you perform for a customer for which Media Monkey has not matched you, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF MEDIA MONKEY OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRING LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY MEDIA MONKEY OR THE INDEMNIFIED PARTIES.
- Limitation of Liability. IN NO EVENT ARE WE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF MEDIA MONKEY TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO MEDIA MONKEY DURING THE PRECEEDING 3 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM
- Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE MEDIA MONKEY SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS, AND MEDIA MONKEY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW
- Indemnification. You shall fully protect, indemnify and defend Media Monkey and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns (“Indemnified Parties”) and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys’ fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to (i) any of your work for or dealings with any customers, (ii) your advertising, or (iii) your services, representations, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) set forth in this Agreement, including any extra work you perform for a customer for which Media Monkey has not matched you, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF MEDIA MONKEY OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRING LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY MEDIA MONKEY OR THE INDEMNIFIED PARTIES.
- AGREEMENT TO ARBITRATE ALL DISPUTES AND GOVERNING LAW.
- The exclusive means of resolving any dispute between you and Media Monkey or any claim or controversy arising out of or relating to or that have arisen based on use of this Website and/or Media Monkey’s services (including any alleged breach of these Terms and Conditions) shall be BINDING ARBITRATION administered by the American Arbitration Association, EXCEPT AS EXPRESSLY PROVIDED BY APPLICABLE FEDERAL OR STATE LAW. You may not under any circumstances commence, participate in or maintain against Media Monkey any class action, class arbitration, or other representative action or proceeding.
Notice of Rights
By using the Website and/or Media Monkey’s services in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Media Monkey. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
- Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against Media Monkey may be commenced only in the federal or state courts located in DuPage County, Illinois. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
- These Terms and Conditions, and any dispute between you and Media Monkey, shall be governed by the laws of the state of Illinois without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
- By using the Website and/or Media Monkey’s services in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Media Monkey. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
- This Agreement, and the Media Monkey Fee Schedule, including Lead prices, may be changed from time to time. By continuing to use any Media Monkey services you are agreeing to be bound by any such non-material changes. Material changes to this Agreement or to the Media Monkey Fee Schedule will be posted on the Website and periodically communicated to you by email, text, or other reasonable means. By continuing to use any Media Monkey services after receiving any such notice of changes from Media Monkey, you are agreeing to all such changes.
- You may terminate this Agreement upon our receipt of your notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received), but you shall be obligated to pay for any Leads or services delivered to you prior to us receiving your termination during normal business hours.
- Media Monkey, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your membership in the website immediately at any time for any reason or no reason at all.
- If this Agreement is terminated or expires, your agreements and obligations under this Agreement shall continue; and any Leads provided to you during the term of this Agreement and relationships you enter into or create from those Leads will continue to be governed by this Agreement including but not limited to with respect to any disputes that may arise or claims that may be made against us and any indemnification of us by you for such claims. Further, in the event this Agreement is terminated or expires, (i) all licenses granted to you under this Agreement shall immediately terminate. Upon any termination of this Agreement, you will no longer have access to your website account.
- If it is determined or suspected by Media Monkey in its sole discretion that you are misusing or attempting to misuse or circumvent the webstie services or system or any customer data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive, purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by Media Monkey, in addition to our right to immediately terminate this Agreement, Media Monkey reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
- In the event of termination of this Agreement, you shall not be entitled to any refund of any fees paid to us, including any prepayments.
- You will be liable for any attorneys’ fees and costs if we have to take any legal action (including the retention of a lawyer) to enforce this Agreement. The laws of the State of Illinois (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in DuPage County Illinois are the exclusive forum for litigation of any claim by you arising under this Agreement or your use of the Website and/or Services, and you submit to sole and exclusive jurisdiction in the state of Illinois, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside of such forum.
- You understand and agree that you are an independent contractor, and are not a Media Monkey employee, joint venturer, partner, or agent. You acknowledge that you set or confirm your own prices, provide your own equipment, and determine your own work schedule. Media Monkey does not control, and has no right to control, the services you provide (including how you provide such services) if you are engaged by a consumer, except as specifically noted herein.
- If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.
- Wireless data usage is subject to the fees and terms of your wireless subscriber agreement or data service plan with your provider, and you may incur charges from your telephone service provider for text messages, phone calls, email communications and data transferred.
- Media Monkey and its affiliates may view, store, access and disclose messages exchanged between you and consumers transmitted via Media Monkey’s messaging platform.
- You agree not to copy/collect Media Monkey content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand).