Effective Date: December 23, 2022
Each time you access and/or use the Site (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below). Therefore, do not use the Site if you do not agree.
In some instances, both these Terms and separate guidelines, notices, rules, or other terms 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 and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
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 initially assigned to you. 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) or Publisher Filing Center. 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, you will select your own username and password at the time of your first login 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, your organization 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, 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 AAM membership 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.
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 and Publisher Filing 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 and any 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.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information provided by you to AAM through the Site are not confidential and you grant us a worldwide, royalty-free license to distribute, publish, modify, edit or otherwise use your submissions. AAM shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise without any acknowledgement of or compensation to you.
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 (if applicable), 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 or any applicable 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 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 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 or your organization’s active AAM 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 AAM membership, you are granted a limited, revocable, non-transferable and non-exclusive license for the organizational 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 and AAM’s Bylaws click HERE. Depending on the type and level of your organization’s membership, 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 of membership purchase. 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 a one-time individual log-on identifier and password for purposes of initially accessing the Media Intelligence Center and such Authorized Users will be prompted to create their own username and password. Members shall be responsible to ensure that each Authorized User will: (a) be responsible for the security and/or use of their username and password; (b) not disclose their username and password to any person or entity; (c) not permit any other person or entity to use their username and password; and (d) use the Media Intelligence Center in accordance with the terms and conditions of these Terms. Members will be responsible for any breach of these Terms by an Authorized User and advising each Authorized User of their obligations under these Terms. 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 these Terms or are otherwise using or accessing the Media Intelligence Center in a manner inconsistent with these Terms.
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. 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. 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. 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 these Terms; 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 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 that, if done or omitted to be done by the member, would constitute a breach of these Terms. 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. 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, 4513 Lincoln Ave., Suite 105B, Lisle, IL 60532 (Attn: Business and Legal Affairs).
If you have a question regarding using the Site, you may contact AAM, by sending an email to email@example.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.
7. 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 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.
8. 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.
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. If you sign up to use certain Wireless Features, 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.
10. Dispute Resolution
Certain portions of this Section 10 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 10 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, 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 10(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 based on the most recent contact information that you provide us. If no such information exists or if such information is not current, then we have no obligation under this Section 10(A). Your notice to us must be sent to: Alliance for Audited Media, 45 Lincoln Ave., Suite 105B, Lisle, IL 60532 (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 10(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 10(B). If we cannot resolve an Excluded Dispute as set forth in Section 10(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 10(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 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 10(B)(i), then this paragraph and the remainder of this Section 10(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 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:
(ii) Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator must honor these Terms (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 10 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 AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 10(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.
D. Injunctive Relief. The foregoing provisions of this Section 10 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 10(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. If, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 10(B)(i) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 10(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 10(G).
G. Federal and State Courts in Cook County. Except to the extent that arbitration is required in Section 10(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.
11. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR ACCESS TO AND USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, THE MEDIA INTELLIGENCE CENTER (AND THE DATA) AND THE PUBLISHER FILING CENTER, 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, the Publisher Filing 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 AN 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.
12. 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, the Publisher Filing 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, 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.
13. 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 AND PUBLISHER FILING CENTER.
14. General Provisions
B. AAM’s Consent or Approval. As to any provision in these Terms 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 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 State of 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, Publisher Filing Center, and the Data, and your activities and use of the information in connection therewith; (ii) your breach or alleged breach of these Terms 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, AAM Parties 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.
F. Severability; Interpretation. If any provision of these Terms, 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 or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms 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 or any Additional Terms, the word will be deemed to mean “including, without limitation.”
G. 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.
H. 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 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 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 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 or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Site. The provisions of these Terms 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, 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, in our sole discretion. Any violation of these Terms may be referred to law enforcement authorities.
I. Assignment. AAM may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms 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.
J. No Waiver. Except as expressly set forth in these Terms 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 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.
K. 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.
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