Media Diagnostiks™ 
SITE TERMS OF USE

I. GENERAL RULES AND DEFINTIONS

     A.  WHAT THIS SITE DOES .   This site (“the Media Diagnostiks Site’”)  is operated by Media Diag-nostic Solutions, LLC (“Media Diagnostiks,” “we” or “us”), which provides tech support services (“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 on their editing systems (each, a “System”). We offer several different support plans (each, a “ Support Plan ”) that are listed on the Media Diagnostiks Site.

     B .   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 that govern your use of the Media Diagnostiks Site and our provision of Services. 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.
     C.  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.

     D.  PRIVACY . For information on how Media Diagnostiks collects, uses and shares any personally identifying information, please see our Privacy Notice.  [https://www.mediadiagnostiks.com/privacy-notice ]

II. USE OF THE MEDIA DIAGNOSTIKS SITE

    A. CONTENT ON THE MEDIA DIAGNOSTIKS SITE 
        1. This site (“the Media Diagnostiks Site’”)  is operated by Media Diag-nostic Solutions, LLC (“Media Diagnostiks,” “we” or “us”), which provides tech support services (“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 on their editing systems (each, a “System”). We offer several different support plans (each, a “Support Plan”) that are listed on the Media Diagnostiks Site.
        2. 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.

   B.   YOUR USE OF THE MEDIA DIAGNOSTIKS SITE  
         1.  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.

         2.   This means that among other things, you may not:

i. 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); or

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

         3.   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.

     C.  INDEMNIFICATION .    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.

     D.  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. 

III. TERMS OF MEDIA DIAGNOSTIKS SUBSCRIPTIONS

    A. EXPLANATION OF SUBSCRIPTION TERMS. The following terms govern your Subscription and our provision of the Services under that Subscription:    
1    . 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, depending on the context.

         3.   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.
         4.    Your Subscription will run month to month. A “ Subscription Year ” is the twelve-month period from the start date of your Subscription (the “ Subscription Start Date ”), or the anniversary of that date. Your Subscription Start Date will be stated on your sales order and invoices, all of which will be accessible in your Client Account.

         5.  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 monthly anniversary of the Subscription Start Date 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.
         6.  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.

         7.   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.

         8.  You   may   send   us   a   Ticket  for  a   new   matter   that   requires   us   to
“ Onboard ” a new Third-Party Client (the “ Onboarding Party ”) on 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 environment. (Media Diagnostiks does not provide any software or hardware for Onboarding.) Once we have accessed the Onboarding Party’s CPU environment, using RemotePC, 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 RemotePC, leaving the Onboarding Party to work directly with that 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. Please note that Onboarding can be scheduled only for Monday-Friday between 9AM and 9PM EST/EDT. Each Onboarding appointment is up to one hour in duration, can be scheduled up to 30 (Thirty) days in advance, and can be canceled anytime without penalty up to the scheduled time.

        9. 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 Ticket will use a minimum of 15 (fifteen) minutes of your Monthly Service Hours, and any Ticket that comes in after 9 PM will use a minimum of 30 (thirty) minutes of your Monthly Service Hours. 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. If you exceed your Monthly Service Hours, we will notify you and give you five (5) business days in which to buy more Monthly Service Hours, during which we will continue to provide Services. If after five (5) business days, you have not responded to our notification or you have not purchased more Monthly Service Hours, we will stop providing Services and notify you that we have stopped, and we will not resume until you have bought more Monthly Service Hours

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

  B. 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 progress of your defense of the claim. You will not settle any such claim without Media Diagnostiks’ prior written approval.

    D. 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.

IV. GENERAL TERMS

    A. WAVIER 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.

   B. GOVERNING LAW, JURTISDICTION, 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.

        1. 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' 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. a physical or electronic signature of the person authorized to act on behalf of the                      owner of an exclusive copyright that is allegedly infringed;
            b. a description of the copyrighted work that you claim has been infringed;
            c. a description of where the material that you claim is infringing is located on the Media Diagnostiks Site
            d.  your address, telephone number, and email address and all other information                             reasonably sufficient to permit us to contact you;

            e.    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;

        2. Notices should be directed to:

By mail:      Attention: Copyright Agent
Media Diagnostics Solutions, LLC

6804 Tides Road

Arvene, NY 11692

    D. CALIFORNIA COMPLAINTS. If you are a California resident, under California Civil Code Section 1789.3, you may contact us through the Media Diagnostiks Site or by phone at 347-730-8571 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.

    E. 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.

    F. MOST RECENT CHANGES. These Terms of Use were first posted on August 26, 2022.