Automate your transfers with the Desktop Client
Install the Media Exchange Desktop Client to subscribe to, and automate transfers to and from, your provider.
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Confirm your subscription to the following Media Exchange content from your provider.
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Please read and accept the terms of the license agreement:
MEDIA EXCHANGE PRODUCT LICENSE AGREEMENT
BEFORE YOU CLICK ON THE "I AGREE" BUTTON OR USE THE SIGNIANT MEDIA EXCHANGE PRODUCT (THE "PRODUCT") MADE AVAILABLE TO YOU BY SIGNIANT INC. ("SIGNIANT"), CAREFULLY READ ALL THE FOLLOWING TERMS AND CONDITIONS OF THIS MEDIA EXPRESS PRODUCT LICENSE AGREEMENT (THE "AGREEMENT"). IF YOU ARE USING THE PRODUCT FOR THE FIRST TIME, AND YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "I DON'T AGREE" BUTTON AND DO NOT USE THE PRODUCT. IF YOU ARE THE FIRST MEMBER OF YOUR ORGANIZATION TO ACCEPT THE TERMS OF THIS AGREEMENT, YOU WARRANT AND REPRESENT TO SIGNIANT THAT YOU ARE DULY AUTHORIZED TO AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION AND TO BIND YOUR ORGANIZATION TO ITS TERMS. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.
BY CLICKING ON THE "I AGREE" BUTTON OR USING THE PRODUCT (A) YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT AND, (B) IF AN ORGANIZATION OF WHICH YOU ARE A MEMBER HAS PREVIOUSLY ACCEPTED THE TERMS OF THIS AGREEMENT ELECTRONICALLY OR IN WRITING FOR THE LICENSE, AND USE OF PRODUCT AND/OR RELATED SERVICES, AND YOU ARE USING ANY PART OF THE PRODUCT AS A MEMBER OF SUCH ORGANIZATION, YOU ARE ACKNOWLEDGING THAT YOU ARE BOUND BY THE TERMS OF THIS AGREEMENT AND ARE ALSO AGREEING THAT THE LICENSE, AND USE OF THE PRODUCT AND RELATED SERVICES SHALL BE SUBJECT TO THE TERMS OF THIS AGREEMENT. AS USED IN THIS AGREEMENT THE TERM "LICENSEE" REFERS TO YOUR ORGANIZATION AND INCLUDES YOU PERSONALLY AS A MEMBER OF SUCH ORGANIZATION.
THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE DATE IT IS FIRST ACCEPTED OR THE PRODUCT OR RELATED SERVICES ARE USED BY THE LICENSEE. USE OF ANY PRODUCT OR SERVICES BY YOU OR THE LICENSEE WHILE THIS AGREEMENT IS IN EFFECT SHALL CONSTITUTE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT BY YOU AND YOUR ORGANIZATION AS APPLICABLE TO THE PURCHASE, LICENSE, AND USE OF ALL OR ANY PART OF SUCH PRODUCT AND RELATED SERVICES.
GENERAL TERMS AND CONDITIONS
1. LICENSE GRANT
1.1 Signiant grants to Licensee a nonexclusive, nontransferable, limited license without the right of sublicense to use the Product in accordance with the terms of this Agreement any applicable documentation provided or made available by Signiant with the Product ("Documentation"). Licensee may install and use the object code version of such Product only for its internal use, solely on the computer or device to which the Product is downloaded.
1.2 Signiant hereby advises Licensee and Licensee acknowledges that the Product, including the Documentation, is protected, among other ways, by federal copyright law and international treaties. The Licensee will not copy the Product except as necessary to read the Product from the media into the memory of a computer solely for the purpose of executing it on a single device. Licensee may create one (1) archival copy of the Product, provided that any copy shall include Signiant's copyright and other proprietary notices of Signiant and its licensors.
1.3 Licensee may not make any attempt to unlock or bypass any initialization system or system designed to control use, or encryption techniques utilized by the Product. Licensee may not copy, modify, reverse engineer, decompile, disassemble or create derivative works based on the Product or Documentation.
1.4 This Agreement does not grant the Licensee any right, title, or interest in the Product. All enhancements, intellectual property rights and/or modifications to the Product will be owned by Signiant or the respective licensor and will be subject to these provisions. Signiant, with reasonable prior notice, will have the right to audit the usage of the Product and Licensee's compliance with this Agreement. Signiant may use any feedback, comments, or suggestions Licensee sends Signiant or posts in its forums without any obligation to Licensee. Licensee is not granted any rights to use the Signiant trademarks, logos, domain names, or other brand features.
1.5 Signiant, in its own discretion, may update the Product with upgrades, enhancements and/or fixes. Signiant may provide such updates by automatically updating the Products on the Licensee's computer or device on which the Product resides.
2. LICENSEE'S OBLIGATIONS
2.1 Licensee will indemnify and hold Signiant and its affiliates, directors, officers, employees and agents (including successors and assigns) harmless against any claim, suit, proceeding or other action arising out of or relating to (A) Licensee's failure to comply with its obligations under this Agreement or (B) a claim that the any materials or data that Licensee transfers using the Product ("Licensee Content") infringes any patent, copyright, or trade secret of any third party.
2.2 License is responsible for maintaining and protecting all Licensee Content. Signiant will not be liable for any loss or corruption of Licensee Content, or for any costs or expenses associated with backing up or restoring any Licensee Content.
2.3 Licensee is solely responsible for its conduct, the Licensee Content, and Licensee s communications with others while using the Product.
2.4 The Product is not intended for use by Licensee if it is under 13 years of age. By agreeing to this Agreement, Licensee is representing to Signiant that Licensee is over 13 years of age.
3.1 Licensee shall: (a) not disclose the Proprietary Information to any third party, (b) not use the Proprietary Information in any fashion except for purposes of performing this Agreement, and (c) take steps consistent with its protection of its own confidential and proprietary information (but in no event exercise less than reasonable care) to prevent unauthorized disclosure of the Proprietary Information. For purposes of this Agreement, "Proprietary Information" will include the Product and any and all trade secrets or confidential or proprietary information of Signiant. Licensee agrees to receive and hold in confidence and not disclose to third parties, except as explicitly allowed hereunder, the Proprietary Information.
3.2 Licensee agrees that any breach by it of Section 3.1 will cause Signiant substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, Signiant will have the right to seek specific performance and other injunctive and equitable relief. Licensee agrees to immediately notify Signiant of any such unauthorized disclosure once Licensee becomes aware of such disclosure.
3.3 The confidentiality obligations of this section will not apply to information that (i) is or becomes part of the public domain through no act or omission of Licensee, (ii) was in Licensee's lawful possession prior to the disclosure, (iii) is lawfully obtained from a third party without restriction on disclosure or (iv) is independently developed by Licensee without use of the Proprietary Information.
4.1 Signiant will have the right at any time in its sole discretion to terminate this Agreement. Signiant also reserve the right to suspend the use of or access to the Product at any time, with or without cause, and with or without notice. Upon termination, Licensee will promptly discontinue use of the Product and destroy all copies of the Product and related materials in its possession or control and upon request by Signiant certify to Signiant as to their destruction.
4.2 The provisions of Sections 1.3, 1.4, 2.1, 3, 4.2 and 5-9, inclusive, will survive expiration or termination.
5. "AS-IS"; LIMITATION OF LIABILITY
THE PRODUCT IS PROVIDED "AS IS", AT LICENSEE'S OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. SIGNIANT ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Signiant will have no responsibility for any harm to Licensee's computer system, loss or corruption of data, or other harm that results from Licensee's access to or use of the Product.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SIGNIANT, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT SIGNIANT HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; AND (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PRODUCT OR USE OF THE PRODUCT MORE THAN THE AMOUNTS PAID BY LICENSEE TO SIGNIANT FOR SUCH PRODUCT.
6. USAGE DATA
Signiant collects usage information from Licensee's and other users' use of the Product. Licensee acknowledges and agrees that Signiant shall have the unrestricted right to use, distribute, market, exploit and display any such usage data collected by Signiant, including compilation of aggregated statistics about Licensee's use of the Product; provided, however, that Signiant shall not publicly disclose or distribute any such usage data unless such data is in an aggregated form that would not permit a third party to identify the data as associated with Licensee.
7. DISCLOSURE OF USER INFORMATION
Licensee acknowledges consents and agrees that Signiant may access, preserve, and disclose the information provided by Licensee during its registration for the use of the Product and any other information Licensee provides to Signiant if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary in Signiant's opinion.
Licensee is solely responsible for its interactions with other users of the Signiant Product with who Licensee elects to interact and transfer data with using the Product. Signiant may, in certain circumstances, prohibit Licensee from contacting other Signiant users through use of the Product or otherwise limit Licensee's use of the Product or services provided by Signiant.
Licensee acknowledges and agrees that certain information it shares with Signiant (such as information Licensee provides during the registration process), including Licensee's name, company, location, and domain part of their email addresses, may be shared and viewed by other users of the Product. SIGNIANT IS NOT RESPONSIBLE FOR A USER'S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION LICENSEE PROVIDES TO SIGNIANT AS PART OF THE REGISTRATION PROCESS OR WHICH LICENSEE PROVIDES TO OTHER USERS.
Licensee may not assign, delegate, sublicense or otherwise transfer its rights or obligations under this Agreement without Signiant's prior written consent. A waiver of any breach(es) will not constitute a waiver of any future breach(es) of a similar or different nature. If any provision of this Agreement is deemed illegal or unenforceable, that provision will be severed and the remainder of this Agreement will remain in full force and effect. The headings used in this Agreement are for convenience only and will not create any rights or obligations or affect the meaning or interpretation of this Agreement. This Agreement and all matters arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A., excluding all choice of law provisions. The United Nations Convention on Contracts for International Sale of Goods is specifically excluded. All proceedings relating to or arising out of the subject matter hereof will be maintained exclusively in the courts situated in Boston, Massachusetts, U.S.A. and the parties hereby consent to personal jurisdiction and venue therein and hereby waive any right to object to personal jurisdiction or venue therein. Licensee acknowledges that the Product may be subject to export controls under applicable export control regulations, including without limitation, the U.S. Export Administration Regulations, and agrees to comply with any such regulations. This Agreement supersedes all other agreements, proposals, representations and other understandings regarding the Product, whether oral or written. The terms and conditions of any purchase order or other instrument issued by Licensee or its agent in connection with this Agreement that are in addition to or inconsistent with the terms and conditions of this Agreement are null and void and will not be binding on Signiant. Alterations or modifications of this Agreement will be valid only if made in a writing signed by both parties authorized signatories. Except as otherwise provided herein, if the performance of any obligation hereunder (other than the making of payments hereunder) is prevented, restricted or interfered with by reason of any event, act or condition beyond the reasonable control of the affected party, the party so affected, upon written notice to the other party, will be excused from such performance to the extent of such prevention, restriction or interference.
9. THIRD PARTY SOFTWARE
Licensee acknowledges that the Product may contain or be accompanied by certain third party software products ("Third-Party Products"). These Third Party Products, if any, are identified in, and subject to, special license notices, terms and/or conditions as set forth in the Third Party Product packaging and/or in the "notices.txt" file accompanying the Product ("Third-Party Notices"). The Third-Party Notices may include important licensing and warranty information and disclaimers. In the event of conflict between the Third-Party Notices and the other portions of this Agreement, the Third-Party Notices will take precedence (but solely with respect to the Third-Party Products to which the Third-Party Notices relate).
10. EXPORT REGULATION
Licensee acknowledges that the Product and related technical data and services (collectively "Controlled Technology") are subject to the import and export laws of the United States, specifically the U.S. Export Administration Regulations (EAR), and the laws of any country where Controlled Technology is imported or re-exported. Licensee agrees to comply with all relevant laws and will not to export any Controlled Technology in contravention to U.S. law nor to any prohibited country, entity, or person for which an export license or other governmental approval is required. All Signiant products, including the Controlled Technology are prohibited for export or re-export to Cuba, North Korea, Iran, Syria and Sudan and to any country subject to relevant trade sanctions.
Acknowledgement and Agreement
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