Last Updated: January 16, 2025
PLEASE READ THIS AGREEMENT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. THIS AGREEMENT INCLUDES PROVISIONS THAT REQUIRE YOU TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION INSTEAD OF A JURY TRIAL OR OTHER COURT PROCEEDINGS AND TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST MEDIANOVA.
The Self-Serve Subscription Agreement (“Agreement”) serves as a legally enforceable contract between Medianova, LLC (“Medianova,” “we,” “us,” or “our”) and the individual or organization (“you” or “your”) accessing or utilizing our Services. By accepting this Agreement electronically, registering for an account, or otherwise using the Services, you acknowledge that you have read, understood, and consented to the terms contained herein. If you are acting on behalf of a legal entity, you affirm that you are authorized to bind that entity to this Agreement.
1. General Overview and Service Terms
This Agreement establishes the terms and conditions for utilizing Medianova’s cloud-based solutions, which necessitate an account or subscription. These solutions include, but are not limited to, software provided by Medianova in conjunction with such services, encompassing APIs, software development kits (SDKs), and any supplemental features or tools offered as part of the services (collectively referred to as the “Services”).
Your use of the Services is governed by this Agreement, along with any applicable Service-Specific Terms, disclaimers, limitations, or product-specific policies made available through our documentation or website. All such additional terms are hereby incorporated into this Agreement by reference and form an integral part of the Agreement.
2. Services
2.1 Access to Services
Upon compliance with this Agreement, including timely payment of applicable fees, Medianova grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services.
If you accept this Agreement on behalf of a legal entity, your affiliates may also use the Services, provided they adhere to the terms herein. You remain liable for any actions or omissions of your affiliates. For the purposes of this Agreement, “Affiliate” refers to any entity that directly or indirectly controls, is controlled by, or is under common control with you, where “control” means ownership of more than 50% of voting securities or equivalent voting interests.
2.2 Use of Services
2.2.1 Restrictions
Unless explicitly authorized in writing by Medianova, you are prohibited from:
- Renting, leasing, sublicensing, or selling access to the Services to third parties;
- Altering, disrupting, or interfering with the Services, including redirecting traffic from any Medianova-proxied domain to unauthorized IP addresses;
- Exceeding or circumventing usage limits or quotas established under this Agreement;
- Using framing techniques to display Medianova trademarks, logos, or content without prior written consent;
- Automating interactions with the Services via bots, scripts, or software agents to create accounts, extract data, or generate automated queries;
- Reverse-engineering, decompiling, or disassembling any part of the Services;
- Using the Services to store or process sensitive credit card information unless explicitly permitted;
- Offering proxy or VPN services through the Services; or
- Using the Services in violation of any applicable laws, regulations, or third-party rights.
2.2.2 Benchmarking
You may perform performance benchmarking tests on the Services. If you disclose the results, you must include sufficient detail to allow replication of the tests. Medianova reserves the right to perform and disclose similar benchmarking tests on your services, where applicable.
2.3 Credentials
You are responsible for safeguarding the confidentiality of your account credentials, including usernames, passwords, API tokens, and OAuth keys (“Credentials”). All activities conducted under your Credentials are your responsibility. You agree to promptly notify Medianova of any unauthorized access or suspected breach.
2.4 Subscription Terms, Renewals, and Cancellations
Paid subscription-based Services will automatically renew for the same duration as the initial subscription term unless canceled before the start of the next billing cycle. Pricing and renewal terms are detailed in your account dashboard and may be subject to modification as per the provisions of this Agreement.
3. Third-Party Products and Services
You may choose to integrate or utilize third-party tools or services in conjunction with Medianova’s Services (“Third-Party Products”). While these integrations are offered for your convenience, Medianova does not guarantee the availability, security, functionality, or performance of any Third-Party Products. Your use of such Third-Party Products is exclusively governed by the terms and conditions of their respective providers. Medianova disclaims all liability for any issues, losses, or damages arising from your use of Third-Party Products.
4. Billing
4.1 Recurring Billing
To access Paid Services, you are required to provide a valid payment method (e.g., credit card) at the time of registration or as prompted. By doing so, you authorize Medianova to charge your specified payment method for recurring subscription fees or usage-based fees. Charges will be processed on a monthly, annual, or pay-as-you-go basis, as determined during your sign-up process or based on your account usage.
4.2 Price Changes
Medianova reserves the right to modify subscription fees at its discretion. Any fee adjustments will be communicated to you with at least 30 days’ notice before the new rates come into effect. Continued use of the Services after the fee change takes effect will be considered acceptance of the revised rates.
4.3 No Refunds
All fees paid for subscriptions are non-refundable, including unused portions of the subscription term. If you cancel your subscription, access to the Services will continue until the end of the current billing period. Refunds or credits may be granted by Medianova at its sole discretion in exceptional circumstances, but such grants do not establish a precedent or obligation for future refunds.
4.4 Taxes
You are responsible for any taxes, duties, or similar governmental assessments associated with your use of the Services, excluding taxes based solely on Medianova’s income. If applicable, you agree to remit such taxes upon receipt of an invoice unless you provide documentation demonstrating tax-exempt status.
5. Beta Services
From time to time, Medianova may offer access to experimental or pre-release services (“Beta Services”) for evaluation purposes.
5.1 Availability
Beta Services are provided solely at Medianova’s discretion and are intended for testing purposes. Access to Beta Services may be subject to additional terms, which will be communicated at the time of sign-up or initial use.
5.2 Functionality
Beta Services are provided “as is” and may contain defects, errors, or incomplete features. Medianova is not obligated to provide support, address issues, or resolve bugs encountered during their use.
5.3 Testing Period
Unless otherwise stated, the testing period for Beta Services ends upon the earlier of:
- One year from the commencement of testing; or
- The official release of a production version of the Beta Service.
5.4 Discontinuation
Medianova reserves the right to modify, suspend, or terminate Beta Services at any time, including the deletion of content or data related to such services. Medianova is under no obligation to make Beta Services publicly or commercially available.
5.5 Confidentiality
You agree to treat all information regarding Beta Services as confidential. This includes refraining from disclosing any details or using such information for purposes other than testing. These confidentiality obligations remain in effect until the Beta Services are made generally available or disclosure is otherwise required by law.
5.6 Limitation of Liability
Medianova disclaims all liability for any harm, damages, or losses arising from your use of Beta Services. Your participation in Beta Services is at your own risk.
6. Data Processing and Security
6.1 Data Processing
If Customer Content contains personal data subject to applicable data protection laws, such as the EU General Data Protection Regulation (GDPR) or the California Consumer Privacy Act (CCPA), Medianova acts as a data processor or sub-processor, as applicable. The processing of such data is governed by Medianova’s Data Processing Addendum, which is hereby incorporated into this Agreement by reference and forms an integral part of the Agreement.
6.2 Security
Medianova employs commercially reasonable measures to safeguard Customer Content. However, you acknowledge and agree that:
- The use of Services entails data transmission over third-party networks, which are not under Medianova’s control.
- Medianova is not liable for any data interception, alteration, or loss that occurs during such transmissions.
6.3 Security Breaches
In the event of a confirmed security breach affecting your data, Medianova will promptly notify you, providing details about the nature and extent of the breach, as well as the actions taken to mitigate its impact and prevent recurrence.
7. Compliance
7.1 Compliance with Laws
You agree to fully comply with all applicable laws, regulations, and governmental requirements when using the Services. This includes, but is not limited to, compliance with restrictions on data transmission, content hosting, and export controls as defined by relevant authorities.
7.2 Export Controls
You are prohibited from using the Services to export, re-export, or transfer software, technology, or data to countries, entities, or individuals subject to restrictions under applicable export control laws or regulations.
7.3 Government Use
If you are a U.S. government entity, your use of the Services is governed by the terms outlined in Federal Acquisition Regulation (FAR) 12.212 and Defense Federal Acquisition Regulation Supplement (DFARS) 227.7202, which impose specific restrictions on the use and disclosure of the Services.
8. Termination of Use and Modifications
8.1 Termination by Medianova
Medianova reserves the right to terminate or suspend your account or access to the Services at its discretion, without prior notice, if you breach this Agreement, engage in unlawful activities, or conduct actions deemed harmful to the Services, Medianova, or other users.
8.2 Modifications to the Services
Medianova may modify, remove, or discontinue certain features or functionalities of the Services at any time. While Medianova will make reasonable efforts to inform you of significant changes, it assumes no liability for any consequences arising from such modifications, removals, or discontinuations.
8.3 Termination by You
You may terminate your account at any time via your account dashboard. However, termination does not release you from payment obligations for the current billing cycle. Access to the Services will continue until the end of the billing cycle unless otherwise specified.
9. Ownership and Proprietary Rights
9.1 Ownership of Services
All rights, title, and interest in the Services, including but not limited to software, APIs, designs, logos, trademarks, and other content provided by Medianova (collectively referred to as “Materials”), are the exclusive property of Medianova or its licensors. This Agreement does not transfer any ownership rights to you, and your access to the Materials is subject to the terms herein.
9.2 Feedback
By submitting any feedback, suggestions, or recommendations regarding the Services (“Feedback”), you grant Medianova a non-exclusive, perpetual, irrevocable, royalty-free, and transferable license to use, modify, or incorporate such Feedback into its Services or other products without any obligation to compensate you.
10. Indemnification
10.1 Indemnification by Medianova
Medianova will defend, indemnify, and hold you harmless from third-party claims alleging that Paid Services infringe upon U.S. or E.U. patents or copyrights. This obligation is contingent upon:
- Prompt Notification: You notifying Medianova promptly of the claim;
- Control: Medianova retaining sole control over the defense and settlement of the claim; and
- Cooperation: Your full cooperation with Medianova in defending the claim.
If the Paid Services are determined to infringe intellectual property rights, Medianova, at its sole discretion, may:
- Obtain the rights necessary for you to continue using the Services;
- Modify the Services to eliminate the infringement; or
- Terminate your access to the infringing Services and issue a pro-rata refund for any unused portion of your subscription.
10.2 Indemnification by You
You agree to defend, indemnify, and hold harmless Medianova, its affiliates, officers, employees, and agents from any claims, damages, losses, or expenses arising out of:
- Your use or misuse of the Services;
- Your violation of this Agreement;
- Your infringement of applicable laws or third-party rights; or
- Any disputes between you and third parties.
Medianova reserves the right to assume exclusive control over the defense of any indemnified claim, and you agree to provide full cooperation in such defense.
11. Disclaimers
The Services are provided on an “as is” and “as available” basis without any warranties, express or implied. Medianova expressly disclaims:
- Implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
- Any warranty that the Services will be uninterrupted, error-free, or secure; and
- Any liability for losses or damages resulting from reliance on information obtained through the Services.
Some jurisdictions do not allow the exclusion of implied warranties. In such cases, the above exclusions may not apply to you to the extent prohibited by law.
12. Limitation of Liability
12.1 Exclusion of Certain Damages
To the maximum extent permitted by law, Medianova is not liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, or goodwill, resulting from:
- Your use or inability to use the Services;
- Errors, defects, or interruptions in the Services;
- Unauthorized access to or alteration of your data; or
- Any other matters related to the Services.
12.2 Cap on Liability
Medianova’s total cumulative liability for any claims arising from or related to this Agreement is limited to the total amount you paid to Medianova for the Services during the 12 months preceding the claim.
12.3 Jurisdictional Limits
In jurisdictions where the limitation or exclusion of liability for certain damages is prohibited, the above limitations will apply only to the extent allowed by law.
13. Governing Law
This Agreement is governed by and interpreted under the laws of the State of Texas, United States, without regard to its conflict of law principles.
13.1 Jurisdiction
In cases where arbitration does not apply or cannot be enforced, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Houston, Texas, for resolving any disputes arising out of or related to this Agreement or the Services.
14. Changes to the Agreement
14.1 Notification of Changes
Medianova reserves the right to modify this Agreement at any time. If changes materially affect your rights, Medianova will notify you via email or other reasonable means designed to inform you. Unless otherwise specified, such changes will take effect at the start of your next subscription period following the notice.
14.2 Acceptance of Changes
Your continued use of the Services after modifications to this Agreement constitutes your acceptance of the revised terms. If you do not agree to the changes, your sole remedy is to stop using the Services.
15. Versions
The authoritative and legally binding version of this Agreement is maintained at medianova.com/terms. While translations may be provided for convenience, the English version shall prevail in the event of any discrepancies.
16. General
16.1 Assignment
You may not assign or transfer your rights or obligations under this Agreement without prior written consent from Medianova. Medianova may assign this Agreement without restriction.
16.2 Severability
If any provision of this Agreement is deemed invalid or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect.
16.3 Waiver
Medianova’s failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provisions of this Agreement.
16.4 Survival
Provisions of this Agreement that, by their nature, are intended to survive termination, including but not limited to Sections 9 (Ownership), 10 (Indemnification), 11 (Disclaimers), 12 (Limitation of Liability), and 17 (Dispute Resolution), shall survive termination of this Agreement.
17. Dispute Resolution and Arbitration
17.1 Arbitration
All disputes arising from or related to this Agreement or the Services will be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration is less formal than court proceedings, and decisions by arbitrators are final and binding.
17.2 Waiver of Class Actions
You and Medianova agree to resolve disputes solely on an individual basis and waive the right to participate in class actions, consolidated proceedings, or representative actions.
17.3 Arbitration Location and Fees
Arbitration hearings will take place in Houston, Texas, unless both parties agree to an alternative location. Medianova will cover arbitration fees for claims totaling less than $10,000 unless the arbitrator determines the claim is frivolous.
17.4 Exceptions
The following disputes are excluded from arbitration:
- Claims related to intellectual property rights;
- Claims filed in small claims court.
17.5 Right to Opt-Out
You may opt out of arbitration by providing written notice to Medianova within 30 days of accepting this Agreement. Opting out of arbitration does not affect your other rights or obligations under this Agreement.
17.6 Enforceability
If any arbitration provision in this Section 17 is deemed unenforceable, disputes will instead be resolved exclusively in the state and federal courts located in Houston, Texas, as outlined in Section 13.
18. Consent to Electronic Communications
By using the Services, you consent to receive electronic communications from Medianova. These communications may include notices, agreements, billing statements, and other information related to the Services.
You may withdraw your consent to electronic communications by ceasing your use of the Services.
19. Contact Information
Medianova, LLC
10685-B Hazelhurst Dr. #3371, Houston, TX 77043
Phone: 1-443-252-3011
For support or inquiries, please log into your account dashboard or contact us at the address provided above.
