Media Diagnostiks™ SITE PRIVACY NOTICE Media Diagnostiks™ TERMS OF USE

Media Diagnostiks™ SITE PRIVACY NOTICE

Introduction

Who we are . Media Diagnostics Solutions LLC (“ Media Diagnostiks ,” “ we ” or “ us ”) is a U.S.-based company that provides technology support.

What the Media Diagnostiks ™ Site does . This site (“ the Site ”) gives you access to our technology support services (“ the Services ”).

Personally Identifying Information . “ Personally Identifying Information ” (or, “ PII ”) is information that identifies you as an individual or relates to you as an identifiable individual. Personally Identifying Information, may include, but is not limited to, your first and last name, Social Security number, and home address. Under some privacy laws, Personally Identifying Information may include online and device identifiers such as your IP address, usage data such as your browsing history (where you came from to get to the Site), protected classifications such as email address, your gender or sexual orientation, and information about your personal preferences that may be collected through cookies and other tracking devices.
What this Privacy Notice does . This Privacy Notice describes how we collect and use your personally identifying information through the Site.
Capitalized terms . Unless otherwise noted, capitalized terms in this Privacy Notice have the same meaning that those terms have in our Terms of Use.
Questions. For questions about this Privacy Notice and how your PII may be collected, stored, used, and shared, please contact us by email at privacy@Media Diagnostiks.com .

Changes to this Privacy Notice . We may make changes to this Privacy Notice at any time. If and when we do, we will inform you by posting the revised Privacy Notice here on the Site. You are responsible for periodically visiting the Site and this Privacy Notice to check for any changes. Any changes that are made to this Privacy Notice will apply to both any PII that we hold prior to the effective date of the amended Privacy Notice and any PII that we collect on or after such effective date. Your continued use of the Site after this Privacy Notice has been amended shall be deemed to be your continued acceptance of the terms and conditions of the Privacy Notice, as amended.

COLLECTION OF PII

Information collected when you use the Site

When you “contact us,” we will ask you for your name, phone number, and email address.

When you order a technology support plan (a “ Support Plan ”) on the Site, you will need to provide your name, email address, street address, and credit-card information. All of that PII will be transferred to our third-party payment processor, Stripe ( www.stripe.com ) who will use it to complete your purchase and who will handle it according to its own privacy notice ( https://stripe.com/privacy ). We will also retain this PII in our own servers.

Information collected automatically

What we collect. When you use the Site, we automatically collect certain information that includes PII. This information may include:

Online identifiers : Geo location/tracking details, mobile device type and unique mobile device identification numbers, mobile device event information (such as crashes, system activity and hardware settings, browser type, browser language, the date and time of your request and referral URL), browser fingerprint, operating system, browser name and version, and/or personal IP addresses.

Usage data : Authentication data, security questions, click-stream data, public social networking posts, the web pages or sites that you visited just before or just after coming to the Site, searches on the Site, the pages or other content that you view or interact with on the Site, and, each time you visit the Site, the date and time of that visit, as well as information regarding your interaction with email messages that we send you, such as whether you open, click on, or forward a message, data on your interaction with our advertising and your interactions with our partners (conversion data) .

How cookies work. A cookie is a small data file that a website transfers to a user's hard drive when a user visits a website. A cookie file can contain information such as a unique ID that the site being visited uses to track the pages visited and is a standard method of registering website user preferences. These preferences are stored in a file on your computer's hard disk drive. The Site uses cookies for various purposes. Some cookies, called first-party cookies, are placed by us. We also use third-party cookies, which are cookies set by third-party tracking and advertising providers who act on our behalf to track and analyze your usage of the Site. At our request, these third parties collect, and share with us, usage information about visits to the Site, measure and research the effectiveness of our advertisements, and track page usage and paths followed during visits through the Site.

Different kinds of cookies

Strictly necessary cookies. These cookies are necessary for the Site to function. We cannot switch these cookies off. They are usually only set in response to actions that you take that are, in effect, a request for services, such as setting your privacy preferences, logging in or filling in forms. You can set your browser to block or alert you about these cookies (see below), but that will cause some parts of the Site to not work. These cookies do not store any PII.
Performance cookies. These cookies collect anonymized information about how you and other visitors use the Site, for instance which pages are viewed most often, and whether you or other visitors receive error messages from certain pages. They help us see how visitors move around the Site. If you disable these cookies, we will not know when you have visited the Site. The Google Analytics cookie collects your IP address.

Advertising cookies . We may use advertising cookies to let you know about products that we think may be of interest to you based on your purchases on the Site, and in some cases, other information about you that we have obtained from other sources. We also may use advertising cookies to prevent the same ad from continuously reappearing to you, understand how you interact with ads that are served to you on the Site and find out if you have opened emails from Media Diagnostiks or clicked on links within such emails. We also may use conversion cookies, which allow us to track conversion on the sites of our advertising partners whose products and services are advertised on the Site.

Third-party cookies. When you are on the Site, you may be directed and/or linked to other sites. Those third-party sites may use their own cookies. We do not have control over the placement of cookies by those sites, even if you are directed to them from the Site.

Managing and deleting cookies

Browser cookie settings and consequences . You can set your browser to accept all cookies, to reject cookies, or to notify you whenever a cookie is offered so that you can decide each time whether to accept it. Rejecting a cookie, however, may preclude you from using, or may negatively affect the display or function of, the Site or certain areas or features of the Site. To learn more about cookies, including how to enable cookies, change your browser settings and find and delete cookies on your hard drive, please refer to your web browser's help menus or visit www.allaboutcookies.org .

Links to block and delete cookies . You can obtain up-to-date information about blocking and deleting cookies on these browsers at these links:

https://support.mozilla.org/en-US/kb/enhanced-tracking-protection-firefox-desktop (Firefox);

https://support.google.com/chrome/answer/95647 (Chrome);

https://support.microsoft.com/en-gb/help/17442/windows-internet-explorer-delete-manage-cookies (Internet Explorer);

https://help.opera.com/en/latest/security-and-privacy/ (Opera);

https://support.apple.com/en-gb/guide/safari/manage-cookies-and-website-data-sfri11471/mac (Safari);

https://support.microsoft.com/en-gb/help/4468242/microsoft-edge-browsing-data-and-privacy (Edge); and

https://support.brave.com/hc/en-us/articles/360050634931-How-Do-I-Manage-Cookies-In-Brave- (Brave).

USE (PROCESSING) OF PII

Advertising. We may use your email address to send you information about new products and similar products offered by third parties.

Responses. If you contact us, we will use your email address to respond and/or send you whatever information you have requested.

Recordkeeping . We may process your PII for the purposes of creating and maintaining databases related to the Site and back-up copies of those databases.

Security. We may process your PII for the purpose of keeping the Site secure and preventing fraud and other criminal activity.

Policy updates. We will use your email address to send you notices about updates to the Site and our Terms of Use and this Privacy Notice.

DISCLOSURE OF PII TO THIRD PARTIES

Disclosure to third parties

Affiliates. We may share your PII and other information with a parent company, subsidiary, joint venture, or other company under common control with us.

Service providers. We may provide your PII to service providers who help us operate the Site (“ Service Providers ”). Service Providers include vendors and suppliers that provide us with technology, services or content for sending email, analyzing the operation of the Site, analyzing data generated by user activity, research, advertising, and customer service. These Service Providers’ access to your PII is limited to the information reasonably necessary to perform their limited functions. If a Service Provider obtains access to your PII in the course of providing services, its use of your PII will be governed by its own privacy notice. Our current Service Providers and the current links to their privacy notices are:

Google Analytics (https://policies.google.com/privacy?hl=en-US)
Odoo (https://www.odoo.com/privacy)

Advertising partners . We may provide your PII and information collected about your visits over time and across the Site and multiple devices and other websites with our advertising partners in order to serve targeted advertising to you. For more information on targeted advertising and how to manage your preferences, see Managing and deleting cookies above.

Information from social networks. When you interact with the Site through a social media platform (a “ Social Network ”), that Social Network may collect your PII and other information about you even when you are not directly interacting with that Social Network through the cookies and other digital tracking mechanisms that it places on your devices. You should review the privacy notice and information-sharing choices of any Social Network that is connected to the Site.

Disclosure for legal reasons

Safety . We may disclose your PII to protect the safety, rights, or property of the public, any person, or us; to investigate, prevent, or otherwise address suspected fraud, harassment or other violations of any law, rule or regulation or our Terms of Use; to detect, prevent or otherwise address security or technical issues; or as we believe is required by law, regulation, or legal process.

Change of control . If we engage in a merger, acquisition, disposition, change of control, bankruptcy, dissolution, reorganization, or similar transaction or proceed-ing, or otherwise transfer the operations of the Site that relates to your PII, we will transfer your PII to the successor entity.

Disclosure under the CCPA. The Site is not currently subject to the California Consumer Privacy Act (“ CCPA ”). If and when the Site does become subject to the CCPA, we will revise the Site, this Privacy Notice, and our associated operations to meet the CCPA’s requirements.

Disclosure under Nevada law. If you are a Nevada resident, you may direct us not to sell certain PII to third parties for resale or licensing purposes by sending an email to privacy@Media Diagnostiks.com with the subject line, “Nevada Do Not Sell Request, along with your first and last name and ZIP code and a statement that you are a current or former member of Media Diagnostiks so that we can match your user information to your User Account.

“Do Not Track” Signals

With some browsers, it is possible for a user to activate a “Do Not Track” signal, to indicate that the user does not want to be tracked across the websites that the user visits.
The Site does not respond to Do Not Track signals. So, if you have activated a Do Not Track signal in your own browser, the Site will not block tracking of your activity on the Site by Google, its affiliates, and anyone else.

Storage of information

We store PII and other information that we collect through the Site on our own servers and/or on servers operated by third parties. Currently, these third-party servers are located in Belgium. If, in the future, we begin to use servers that are located in other countries or in other jurisdictions, we will update this Privacy Notice.

You consent to have your PII and other information that may be collected when you use the Site collected, stored and processed on servers in the United States.

Retention and deletion of PII

We will keep your account PII, as well as any transaction and communication PII, for as long as you subscribe to a Support Plan.

We will dispose of your PII by deleting it from the Site database.

Transfer of information

We may transfer information that we collect about you, including PII, to affiliated entities, or to other third parties across borders and from your country or jurisdiction to other countries or jurisdictions around the world to process your PII there for the purposes set out in this Privacy Notice and permit our Service Providers to do so.
You acknowledge that any PII that you submit to or through the Site may be available, via the Internet, around the world. We cannot prevent the use or misuse of your PII by others.

Security

We use SSL certificates to protect your personal information as you transmit it from your computer to the Site and to protect your information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. We also use a software program to stop certain kinds of attacks. But no Internet transmission is ever 100% secure or error-free. In particular, e-mail sent to or from the Site may not be secure. Be careful about sending us any PII, and keep secure any passwords, ID numbers, or other special access features that you use on the Site.

The Site may contain links or references to other sites. Please be aware that we do not control such other sites and that, in any case, this Privacy Notice does not apply to those sites . We encourage you to read the privacy notice of every site you visit.

Protection of information

You are responsible for maintaining the privacy of any PII that you provide to us and for controlling access to your communications from the Site at all times.
Your PII will be stored in secure third-party data centers. Nevertheless, we cannot (i) ensure or warrant the security of any PII that you transmit when you use the Site or (ii) guarantee that information stored on or transmitted through the Site may not be accessed, disclosed, altered, or destroyed. If any PII under our control is compromised as a result of a breach of security, we will take reasonable steps to investigate the situation, and where appropriate, we will notify those individuals whose information may have been compromised and take other steps, in accordance with any applicable laws and regulations.

Children

We do not knowingly collect PII from anyone under 13. If we become aware that a child under 13 has provided us with PII, we will take steps to remove such information and terminate the child's account.
If you are a parent and you become aware that your child has provided us with PII without your consent, please contact us at privacy@Media Diagnostiks.com and we will take steps to remove such information and close the child’s account.

Your rights with respect to your PII. You can change any of your PII that you have provided to us, or ask us questions about our privacy practices, by emailing us at privacy@Media Diagnostiks.com .

Date posted/updated.

This Privacy Notice was first posted on ______________ .
Previous versions: None.

Media Diagnostiks™ TERMS OF USE

GENERAL RULES AND DEFINITIONS

WHAT THIS SITE DOES. This site (“ the Media Diagnostiks Site ’”) is operated by Media Diagnostic Solutions, LLC (“ Media Diagnostiks ,” “ we ” or “ us ”), which provides tech support services (“ the Services ”) to post-production companies and others who need support with video and film post-production projects that use Avid Media Composer ^® & Adobe ^® Premiere online video editing software systems (each, a “ System ”). We offer several different support plans (each, a “ Support Plan ”) that are listed on the Media Diagnostiks Site.

SUBSCRIPTIONS AND THESE TERMS OF USE . By purchasing a Support Plan, you you, ” enter into a subscription agreement with us (a “ Subscription ”) that consists of the terms set forth below (“these Terms of Use”) and the particular terms or features of the Support Plan that you have chosen. These Terms of Use contain the complete terms and conditions that apply to use of the Media Diagnostiks Site and our provision of Services under a Subscription. They are divided into three parts: terms that govern use of the Media Diagnostiks Site, terms that govern Subscriptions and provision of the Services, and general terms. The Terms of Use in each section are a legally binding agreement between you and Media Diagnostiks, and they supersede any information about the Media Diagnostiks Site or the Services that may be provided to you in any other way or form.

DURATION OF AGREEMENT . These Terms of Use will remain in full force and effect as long as you use the Media Diagnostiks Site and/or have a Subscription, unless and until we notify you that these Terms of Use have changed and you agree to the changed Terms of Use by using the Media Diagnostiks Site or accepting Services after such notification. Certain Terms of Use will survive the termination of your use of the Media Diagnostiks Site and the termination of your Subscription.

PRIVACY. For information on how Media Diagnostiks collects, uses and shares any personally identifying information, please see our Privacy Notice [I’m creating this page today with and I’ll adjust as we update the Privacy Notice ] .

CHANGES . We may change, suspend or discontinue any aspect of the Media Diagnostiks Site at any time. We may also impose limits on the Services or restrict your access to parts or all of the Media Diagnostiks Site without notice or liability.

USE OF THE MEDIA DIAGNOSTIKS SITE

CONTENT ON THE MEDIA DIAGNOSTIKS SITE

The content on the Media Diagnostiks Site (“ Media Diagnostiks Content ”) is protected by copyright, and owned or controlled by Media Diagnostiks or the party credited as the provider of that Media Diagnostiks Content. Media Diagnostiks also owns copyright in the selection, coordination, compilation, and enhancement of the Media Diagnostiks Content. You will comply with all additional copyright notices, information, or restrictions contained in any Media Diagnostiks Content.

You may download or copy any downloadable Media Diagnostiks Content for your personal use only, provided that you maintain all copyright and other notices contained therein. You may not copy or store any Media Diagnostiks Content for other than personal use.

YOUR USE OF THE MEDIA DIAGNOSTIKS SITE

You may not access or use, or attempt to access or use, the Media Diagnostiks Site or Media Diagnostiks Content to take any action that could harm us or a third party. You may not use the Media Diagnostiks Site or any Media Diagnostiks Content in violation of applicable laws or in violation of our or any third party’s intellectual property or other proprietary or legal rights. You will not try (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with or make unauthorized use of the Media Diagnostiks Site or any Media Diagnostiks Content.

This means that among other things, you may not:

Use robots, spiders, scripts, service, software or any manual or automatic device, tool, or process designed to data mine or scrape Media Diagnostiks Content from the Media Diagnostiks Site, or otherwise access or collect any Media Diagnostiks Content using automated means;

ii. Use any services, software or manual or automatic device, tool, or process designed to circumvent any restriction, condition, or technological measure that controls access to the Media Diagnostiks Site or any Media Diagnostiks Content, including overriding any security feature or bypassing or circumventing any access controls or use limits;

iii. Cache or archive any Media Diagnostiks Content (except for a public search engine’s use of spiders for creating search indices);

iv. Do anything that imposes an unreasonable or disproportionately large load on our network or infrastructure; or

Doing anything on the list above may result in civil, criminal, and/or administrative penalties, fines, or sanctions against you and anyone who helped you.

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

You will indemnify and hold harmless Media Diagnostiks and all of its officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the " Indemnified Parties ") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, that they may incur in connection with any claim arising out of (1) any breach of these Terms of Use or the foregoing representations and warranties by you or anyone who uses your Client Account , or (ii) your gross negligence or willful misconduct. You shall cooperate as fully as reasonably required in the defense of any such claim.

THIRD-PARTY CONTENT AND LINKS TO THIRD-PARTY WEBSITES . The Media Diagnostiks Site may contain links to third-party sites, resources, and advertisers (collectively, “ Linked Content ”). Media Diagnostiks does not control, endorse, sponsor, recommend or otherwise accept responsibility for any Linked Content. You should read the Terms of Use and privacy notice on any site with Linked Content and direct any concerns you may have about Linked Content to the person or entity that produces that Linked Content

PRIVACY. For our Privacy Notice, please go to INSERT LINK . Nothing in these Terms of Use will serve to preempt the promises made in our Privacy Notice.

III.TERMS OF MEDIA DIAGNOSTIKS SUBSCRIPTIONS

EXPLANATION OF SUBSCRIPTION TERMS . The following terms govern your Subscription and our provision of the Services under that Subscription:

In this section of the Terms of Use, “ you ” means whoever is the party to the Subscription under which you are using the Services. If you are using the Services as an employee of a company, it means the company or you.

There is one set of Small Business Support Plans and one set of Enterprise Support Plans. The Support Plan you choose will determine the nature and extent of the Services we are obligated to provide and will provide to you or on your behalf to Onboarding Parties, as defined below, your clients, or other third parties who work with or for your clients (collectively, “ Third-Party Clients ”).

To access the Services under your Subscription, you will need to create an account on the Media Diagnostiks Site through our Client Portal (a “ Client Account ”) and create login credentials by selecting a password and providing your name and an e-mail address. You are responsible for all usage or activity on your Client Account, including use of your Client Account by any third party authorized by you to use your login credentials. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your Client Account, at our sole discretion, and we may refer you to appropriate law-enforcement agencies.

Your Subscription will run month to month. A “ Subscription Year ” is the twelve-month period from the start date of your Subscription, which is stated on [the quote? In the account somewhere ?] or the anniversary of that date.

There is a monthly fee for each Support Plan (the “ Monthly Subscription Fee ”). Once you have provided us with a credit card, we will bill your Monthly Subscription Fee to that credit card automatically each month on the _____ day of each month, unless and until you cancel your Subscription through the “Close Subscription” button in your Client Account. The “Close Subscription” button is the only way to cancel your Subscription. You must cancel your Subscription in advance of the month during which you want the cancellation to take effect. If you cancel your Subscription after your credit card has been billed for the then-current month, we will not refund your Monthly Subscription Fee for that month.

If you choose a Small Business Support Plan, which covers only a limited number of Systems, you will need to identify the Systems that you want your Subscription to cover (the “ Covered Systems ”) by providing their MAC addresses, and we will provide Services only for issues that involve the Covered Systems. We will track those Systems through their MAC addresses. Your Small Business Support Plan allows you to substitute a certain number of Covered Systems in any Subscription Year by “swapping out” the MAC addresses. If you “swap out” one MAC address for another, we will no longer provide Services with respect to the System that has been swapped out, unless and until, in the next Subscription Year, you “swap out” the System you “swapped in” and substitute the previous Covered System.

Under each Support Plan, if you have or a Third-Party Client has a problem, you will submit a support ticket (a “ Ticket ”) through our Help Desk Ticket System that lists certain information, including the identification number of the System involved. We will respond and acknowledge that we have received your Ticket within the Response Time that applies to your Support Plan. (The Response Time is the time it takes us to acknowledge receipt of the Ticket, not the time it takes us to solve the problem that the Ticket describes.) A Ticket may only be submitted with the login credentials registered in your Client Account.

You may send us a Ticket for a new matter that requires us to
“ Onboard ” a new Third-Party Client (the “ Onboarding Party ”) on your behalf, which means to set up the Onboarding Party so that they can remotely access whichever System they need to access. With the information you provide, we will send the Onboarding Party a link that will enable us to remotely access the Onboarding Party’s CPU. Once we have accessed the Onboarding Party’s CPU, we will work to enable the Onboarding Party to remotely access either your System or the other System with which they will be working. Once we have enabled the Onboarding Party to connect with that System, we will disconnect, leaving the Onboarding Party to work directly with that other System. You are responsible for ensuring that any Onboarding Party is authorized to connect to any System to which you ask us to connect them.

Each Support Plan entitles you to a certain number of hours of Services per month in the aggregate (“ Monthly Service Hours ”), whether you use those Services on your own behalf or on behalf of one or more Third-Party Clients. Each month, each time we respond to a Ticket and each time we Onboard a new Third-Party Client, we will track the hours that we spend working on that Ticket or Onboarding that Third-Party Client and we will subtract the final total number of hours from your Monthly Service Hours for that month. It is your responsibility, not ours, to keep track of the Monthly Service Hours that your Client Account uses each month and to make sure that neither any employee of yours nor any Third-Party Client is using up your Monthly Service Hours without your knowledge.

“ 24 x 7 Phone Support ” and “ 24/7 Live Chat ” refer to our ability to respond to a Ticket at any time by phone, chat or email. It does not mean that you or any Third-Party Client can initiate a call or chat with us at any time. The only way you or any Third-Party Client can initiate a request for Services is by your submitting a Ticket (or if you have authorized a Third-Party Client to submit a Ticket, by that person’s submitting a Ticket).

We will not use for our own benefit or disclose to any third party any information that we may access while performing Services.

[What else do we need to clarify?]

WARRANTIES; INDEMNITY . You warrant that any Onboarding Party whom you ask us to connect to the System of any third party will be authorized to access that System. You will defend and indemnify Media Diagnostiks and hold Media Diagnostiks harmless from and against any claim that, if true, would represent a breach of this warranty. Each party will notify the other in writing promptly if it becomes aware of any such claim. Media Diagnostiks will be entitled to participate at its own expense in the defense of such claim with counsel of its own choosing. You will keep Media Diagnostiks and/or its counsel apprised of the progess of your defense of the claim. You will not settle any such claim without Media Diagnostiks’ prior written approval.

DISCLAIMER OF WARRANTY . TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES ARE MADE AVAILABLE TO YOU AND YOUR THIRD-PARTY CLIENTS ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WHILE WE TRY OUR BEST TO ENSURE THAT THE MEDIA DIAGNOSTIKS SITE AND OUR CLIENT PORTAL ARE ALWAYS AVAILABLE, THERE MAY BE DELAYS, OMISSIONS, OR INTERRUPTIONS IN THE OPERATION OF THE MEDIA DIAGNOSTIKS SITE THAT CAUSE INTERRUPTIONS IN THE AVAILABILITY OF OUR CLIENT PORTAL TO YOU AND/OR THIRD-PARTY CLIENTS, AND, AS A RESULT, DELAYS IN OUR ABILITY TO RESPOND TO A TICKET OR PROVIDE SERVICES. IN ADDITION, WE EXPRESSLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY VIRUSES OR OTHER MALWARE THAT MAY BE TRANSMITTED BETWEEN THE SYSTEM AND/OR CPU OF AN ONBOARDING PARTY OR ANY OTHER THIRD-PARTY CLIENT AND YOUR CPU’S AND/OR SYSTEMS. In some jurisdictions, disclaimers of warranty are not permitted, so some of the foregoing limitations may not apply to you.

LIMITATION OF LIABILITY . IN NO EVENT WILL MEDIA DIAGNOSTIKS, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVERTISERS, SUPPLIERS, CONTENT PROVIDERS AND LICENSORS (" MEDIA DIAGNOSTIKS PARTIES ") BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR USE OR ANY THIRD-PARTY CLIENT’S USE OF THE MEDIA DIAGNOSTIKS SERVICES FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOST REVENUES, OR LOST GOODWILL (COLLECTIVELY, THE " EXCLUDED DAMAGES "). THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE MEDIA DIAGNOSTIKS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE MEDIA DIAGNOSTIKS PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. THE SOLE AND ENTIRE MAXIMUM LIABILITY OF MEDIA DIAGNOSTIKS TO YOU FOR ANY PROVEN LOSS, CLAIM, DAMAGE OR LIABILITY OF ANY KIND WITH RESPECT TO ALL SERVICES PROVIDED BY MEDIA DIAGNOSTIKS AND ANY ACT OR OMISSION OF MEDIA DIAGNOSTIKS WILL CONSIST OF A DUTY TO REFUND NO MORE THAN THE AMOUNTS PAID BY YOU OR SUCH CLIENT TO MEDIA DIAGNOSTIKS DURING THE CONTRACT YEAR PRECEDING SUCH LOSS, CLAIM, DAMAGE OR LIABILITY. In some jurisdictions, limitations of liability are not permitted, so some of the foregoing limitations may not apply to you.

GENERAL TERMS

WAIVER OF CLASS ACTIONS . YOU AND MEDIA DIAGNOSTIKS AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING, WITHOUT LIMITATION, A FEDERAL OR STATE CLASS ACTION LAWSUIT. However, nothing in this Section limits your right or Media Diagnostiks’ right to bring a lawsuit against each other as an individual plaintiff.

GOVERNING LAW, JURISDICTION, AND TIME LIMIT ON CLAIMS . You agree that (i) the Media Diagnostiks Site shall be deemed solely based in New York; and (ii) the Media Diagnostiks Site shall be deemed a passive site that does not give rise to personal jurisdiction over Media Diagnostiks, either specific or general, in jurisdictions other than New York. If you have any dispute with Media Diagnostiks that is not barred by the Terms of Use, the dispute will be governed by the laws of the State of New York without regard to its conflict of law provisions in, and any dispute will be brought in, and you hereby submit to personal jurisdiction by and venue in, the state and federal courts located in Manhattan, New York City.. Regardless of any statute or law to the contrary, you agree that any claim or cause of action arising out of or related to use of the Media Diagnostiks Site, or our provision of any Services, or these Terms of Use must be filed within one (1) year after such claim or cause of action arose, or it will be forever barred.

COPYRIGHT INFRINGEMENT

If you believe that your work has been copied on the Media Diagnostiks Site in a way that constitutes copyright infringement, please provide us the following information in writing (a “ Notice ”) to Media Diagnostiks's copyright agent (see 17 U.S.C. § 512(c)(3) for further detail). Please be advised that to be effective, your Notice must include ALL of the following:

a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Media Diagnostiks Site
your address, telephone number, and email address and all other information reasonably sufficient to permit us to contact you;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices should be directed to:

By mail:

Attention: Copyright Agent
[phone number]

By email: [ something like copyright@Media Diagnostiks.com ]

If you are a California resident, under California Civil Code Section 1789.3, you may contact us via [www.mediadiagnostiks.com] or by phone at 347-7308571_ in order to resolve a complaint regarding the Media Diagnostiks Site or the Services or to receive further information regarding use of the Media Diagnostiks Site or the Services. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

ADDITIONAL TERMS . Our failure to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms of Use invalid, the court should try to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use will remain in full force and effect. If a provision of these Terms of Use is held invalid or unenforceable for any reason, that provision shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, Media Diagnostiks’ intention, and the remaining provision will not be affected and remain in full force and effect.

MOST RECENT CHANGES . These Terms of Use were first posted on _________.