Media Viability Accelerator Terms of Use
Internews Terms of Use
Effective as of January 15, 2024
This TERMS OF SERVICE (this “Agreement”) is made between Internews (“Internews”) and you, or, if you represent an entity or other organization, that entity or organization (in either case “You” or “Your”). The terms “we,” “us,” and “our” refer to Internews.
Internews offers various software services, tools, analytics, and functionalities, collectively referred to as the “Services,” accessible via its website at https://mva.net (termed the “Site”). This includes messages and communications transmitted through the Site (“Communications”), application programming interfaces provided by Internews (“APIs”), and any other sites or methods that Internews may specify. Together, the Site, Communications, APIs, and any additional methods specified by Internews are known as the “Platform.” The use and access of any Services offered through the Platform are governed by the terms outlined in this Agreement.
Your access and use of the Platform and Services are not only governed by this Agreement, but also by Internews’ current policies related to the Platform and Services. This includes, but is not limited to, the Internews Privacy Policy, available at https://mva.net/privacy-policy (referred to as the “Privacy Policy”). It is your responsibility to adhere to the Privacy Policy and all other relevant Internews policies when accessing and using the Services available through the Platform or Services.
By using or accessing the Platform or Services, you acknowledge that you have read and agree to abide by the terms and conditions set forth in this agreement.
Definitions
Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States.
Service Access
As soon as Your registration has been approved by Internews, one of its partners, or by the administrator of the organization’s MVA account, this Agreement grants you the right to access and use the Services via an account (referred to as “Your Account”). You are allowed to create a specified number of unique user IDs and passwords for Your Account, as detailed in each relevant registration (termed an “Account ID”). Each Account ID is intended for personal use only and is not to be shared. If you represent an organization and have the required administrative rights, you may share your organization’s data with other users (each referred to as a “User” of the Account). You bear full responsibility for all access and use of the Services by each User, as well as for each User’s adherence to the terms of this Agreement. Upon accessing the Platform, each User agrees to be bound by the terms of this Agreement. You are obligated to maintain the security and confidentiality of each Account ID and must promptly inform Internews if any Account ID is lost, stolen, or compromised in any way. You acknowledge that you are liable for all costs, fees, liabilities, or damages that occur through the use of each Account ID (regardless of whether the usage was lawful or unlawful) and that any Services ordered or transactions made through Your Account, or under any Account ID (including, but not limited to, the configuration of the Services accessed through the Account), will be deemed as actions performed by You. Internews is not responsible for these obligations or your failure to meet them.
Subscription and License
Under the terms of this Agreement, and for its duration, Internews provides you with a non-transferable, non-sublicensable, and non-exclusive subscription and license to access and use the Services via the Platform. Your access to the Services is strictly for Your personal use in relation to your own business operations, or, if you represent an organization, for use exclusively by your employees and contractors in support of your business activities. Your rights to access and utilize the Services and Platform are always non-exclusive, non-transferable, and non-sublicensable. Please be aware that Internews reserves the right, at its sole discretion, to periodically update, modify, revise, suspend, or discontinue the Services (or any part thereof), and may do so without prior notice.
Third-Party Services
The Services might incorporate services (Third Party Services”) created, offered, or maintained by external service providers (Third Party Providers”). Internews does not exert control over, assumes no responsibility for, and does not offer support or maintenance for these Third Party Services. Your access to and use of any Third Party Services are governed not only by this Agreement but also by any separate agreements you may have or will enter into concerning those Third Party Services (“Third Party Service Agreement”), if applicable. Your agreements related to the use of Third Party Services on the Platform must be in compliance with the terms of this Agreement. Usage of Third Party Services via the Platform may incur additional fees, as detailed on the Platform. Regardless of any terms in a Third Party Services Agreement, Internews or the Third Party Provider reserves the right to alter, modify, or discontinue any Third Party Service without prior notice to you. This Agreement and any Third Party Service Agreement do not implicitly, by estoppel, or otherwise, grant you any rights or licenses to any Third Party Services, except as explicitly stated.
Restrictions
You recognize that the Services, Platform, and the related databases, software, hardware, and other technologies employed by or for Internews in delivering the Services and operating the Platform, along with their structure, organization, coordination, and foundational data, information, and source code (together referred to as the “Technology”), are Intellectual Property Rights (“IPR”). You agree not to, nor allow any third party to: (1) access or use the Technology, wholly or partly, other than as explicitly allowed in this Agreement; (2) employ the Technology in any manner that could harm, impair, overload or damage it; (3) utilize automated scripts or other automated means to gather information from, or interact with, the Technology; (4) change, modify, reproduce, or create derivative works from the Technology; (5) distribute, sell, lease, lend, license, sublicense, or transfer any of your rights to access or use the Technology; (6) offer Services, or use the Platform to provide services, to third parties or make the Technology or access to it available to any third party, except as specifically permitted in this Agreement; (7) reverse engineer, disassemble, decompile, or try to derive the source code, operational methods, or any embedded trade secrets in the Technology; (8) access or try to access the Platform in any way other than through the APIs or other established interfaces; (9) attempt to bypass or overcome any technological protection measures designed to restrict access to any part of the Technology; (10) use the Technology to monitor its availability, performance, or functionality, or for any benchmarking or competitive purposes; (11) obscure or modify the origin identification of any data sent via the Services; or (12) disrupt the operation or hosting of the Technology, or try to gain unauthorized access to the Technology. Access to and use of the Technology is to be solely by Your Authorized Users and must always comply with the terms, conditions, and restrictions outlined in this Agreement.
Intellectual Property Rights
Each party maintains full ownership and rights, including but not limited to all Intellectual Property Rights (“IPR”, as defined further), in their respective domains. For Internews, this includes the Platform, Services, Technology, any Software, along with any enhancements, updates, and modifications to these. Both parties acknowledge that they are not acquiring any ownership interests in or to any of the aforementioned assets from each other. The rights or licenses granted to use such assets are strictly as outlined in this Agreement. The names, logos, and product and service names of each party are trademarks of their respective owners (or their third-party providers), and no rights or licenses are granted to use them. Within this Agreement, IPR refers to any and all intellectual property rights, proprietary rights, and other legal rights that protect data, information, or intangible property globally, including but not limited to copyrights, trademarks, service marks, trade secrets, patent rights, rights in data and databases, and contractual rights.
Representations and Warranties
- From Internews: Internews assures and guarantees that (a) it has the legal right and authority to enter into and uphold this Agreement; (b) it possesses the legal right and authority to fulfill all its obligations herein and to bestow the rights and licenses specified in this Agreement; (c) the Platform, Services, Technology, all other Internews products, and any data, information, or content provided by Internews under this Agreement will not violate any third-party intellectual property or proprietary rights; (d) Internews will adhere to all relevant laws, rules, and regulations. Should Internews fail to meet these assurances, its sole responsibility and your exclusive remedy will be for Internews, at its discretion, to compensate for the time you were actually deprived of the affected Services during the month of such failure by extending the Term of this Agreement by that duration.
- From You: You represent, warrant, and commit for the benefit of Internews that: (a) you possess the legal right and authority to agree to and be bound by this Agreement, and if you are accepting on behalf of a company or other entity, you have the authority to bind that organization to these terms; (b) you have the legal right and authority to meet your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any other agreements you may enter into concerning the Services; and (c) you will comply with all laws, rules, and regulations applicable to your use of and access to the Platform and Services or in relation to your business, products, or services.
- No Warranty of Any Kind. THE PLATFORM, SERVICES, SOFTWARE, AND TECHNOLOGY ARE PROVIDED TO YOU STRICTLY “AS IS” AND “AS AVAILABLE” AND EACH PARTY AND ITS THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM, AND YOU DISCLAIM ANY RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EACH PARTY, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
Limitation Of Damages; Release
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SITE, THE SERVICE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH USE OR WITH ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Data Privacy
Internews limits its storage of personally identifiable information (PII) to only your full name, login email and password. Additionally, all communications between our server and Third Party Services are safeguarded with industry-standard SSL encryption. For more information, review the Privacy Policy available at https://mva.net/privacy-policy.
Linked Sites
The Platform and Services may include links to third-party sites or content, over which neither party has control. Consequently, neither party is accountable for any content found on these linked sites or content. Furthermore, neither party is permitted to use the other party’s trademarks without explicit written consent.
Changes to Platform and Services
Internews retains the authority to alter the Platform or Services at any time. These changes will be made accessible via the Platform or through alternative notification methods provided to you. Such modifications become effective immediately upon their publication on the Platform or through other forms of notice. By continuing to use the Platform or Services after such changes, you implicitly agree to the modifications.
Communication of Notices
All formal notifications, approvals, and communications between parties shall be in written form. These can be delivered via mail (with a return receipt requested), an overnight delivery service that provides confirmation of receipt, or email. For Internews, the specified contact details are available on the Site. Electronic communications are considered received by the recipient either upon confirmed delivery or, in the case of email, within 24 hours of the email being sent to you.
Jurisdiction and Applicable Law
The rights and responsibilities of both parties under this Agreement, which include aspects related to the Platform, Services, and Privacy Policy, as well as any negotiations, arbitrations, or legal actions stemming from it, will be exclusively interpreted and governed by the laws of the State of California, U.S.A.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY AT https://mva.net/privacy-policy REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.