Legal

Terms of Service

Effective: April 16, 2024

Introduction.

By accessing, registering for, or otherwise using mediagraph.io, tandemvault.com, any subdomains, subdirectories, and any other related custom domain websites and any software as a service provided within (collectively, the “Service”) as offered by The DAM Software Company, Inc. (together with its subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors — collectively, (the “Company,” “we,” “us,” or “our” ), you agree to be bound by these terms and conditions (the “Terms”), even if you are using our Service on behalf of a company or organization. Your use of our Service is also subject to our Privacy Policy, which describes how we collect, use, share, and store your personal information. Use of the Service is acceptance of the Terms.

We may change our Terms or our Privacy Policy from time to time. We’ll let you know about any material changes, either by notifying you upon access to the Service or by sending you an email to give you the opportunity to review the changes before they become effective. We agree that changes will never apply retroactively — we’ll tell you the exact date they go into effect. Your continued use of the Service is an acceptance of any change to the Terms or Privacy Policy.

1. Account Creation & Obligations.

The Service supports the following applicable scopes of access:

Visitor - an unregistered user.
Member - a user who has registered for an account on the Site.
Customer - a Member who has additional capabilities to purchase licenses to assets or other material displayed in the Service as available for licensing (“Offered Content”).
Owner - a Member who has the ability to delete a Subdomain or Subdirectory.

These Terms apply to Visitors, Members, Customers and Owners (collectively, “User” or “Users”):

You are at least 18 years old;
You agree to our Privacy Policy;
You are providing certain valid and accurate contact and personal information and will keep it updated;
You will keep your password secure and confidential and will not permit any third party to use your credentials to access the Service;
You will comply with all applicable laws, including, without limitation, privacy and data protection laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
You accept full responsibility for all transactions and other activity placed or conducted through your account and agree to and hereby release the Company from any and all liability concerning such transactions or activity;
The Service should not be used as your sole content repository; the Company disclaims any liability for the loss or corruption of content that you deliver to the Company; you will retain copies of all content that you make available to the Company;
You will notify the Company immediately of any actual or suspected loss, theft, or unauthorized use of your account or password. You should report it to support@mediagraph.io;
You acknowledge that your account belongs to the party paying for the Service. This party has the right to control access to and get reports on your use of our Service; and
You will use the Service only for the purposes for which they are made available to you by the Company or the organization on whose behalf you are accessing the Service.
You will not obtain Member contact information from the Site to complete transactions outside of the Site;
If you license rights to any Offered Content on the Service, you hereby authorize the Company to share with a Billing Service (such as a credit card processor such as Stripe) such portion of your registration information (including your credit card information) as is necessary or desirable to consummate such transaction;
In the event that you participate in any transaction involving any Offered Content, such transaction will be subject to the terms and conditions contained in the applicable License Right Agreement for the category of rights licensed thereby, as posted on the Site at the time of such transaction;

You further agree that:

We will provide notices and messages to you in the following ways: (1) within the Service or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date. If you would like to opt-out of marketing communications, you can email support@mediagraph.io or click “unsubscribe” on any of our marketing emails. If you opt out of marketing services, you may still receive emails related to your account, such as billing information or other information important to protecting your account;
Our Service allows you to share content with non-members. It is your responsibility to share wisely. If, when using our content-sharing services, you violate any of our Terms of Service or in any way infringe on another party’s lawful rights, the Company reserves the right to suspend or terminate your use of the Service.
You will ensure that any Users you allow to use the Service comply with these Terms, and you accept responsibility for their activity as if it were your own.

The Company reserves the right to decline an account registration for any lawful reason or business considerations.

2. Prohibited Actions.

You represent, warrant, and agree that you will not use the Service to do any of the following:

Infringe or violate the Company’s or other parties’ rights (including intellectual property rights);
Violate any federal, state, local, or international law, including export control regulations, or otherwise engage in any unlawful, deceptive, or fraudulent activity;
Upload content or provide information you know is false, misleading, inaccurate, or that you do not have the right to upload;
Upload any content or do anything that is obscene, offensive, blasphemous, pornographic, unlawful, threatening, menacing, abusive, harmful, an invasion of privacy or publicity rights, defamatory, libelous, vulgar, illegal, or otherwise objectionable;
Upload, post, or otherwise transmit any content that is likely to cause harm to the Service or anyone else's computer systems, including but not limited to the introduction of software viruses or other computer code, files, or programs designed to interrupt, limit, or destroy the functionality of the Service;
Do anything that harms minors in any way, including, but not limited to, uploading content that violates the Children’s Online Privacy Protection Act (COPPA), child pornography laws, child sexual exploitation laws, and laws prohibiting the depiction of minors engaged in sexual conduct;
Submit or store Protected Health Information as defined in the Health Information Portability and Accountability Act or other health data privacy laws;
Use personal information about other Users for any reason other than that for which it is provided through the Service;
Copy, use, disclose, or distribute any information obtained from the Service, whether directly or through third parties, unless explicitly authorized by the Service or with the Company's written consent;
Disclose information that you are not authorized to disclose;
Monetize in any way the Service other than as explicitly authorized by the Company or with the Company’s written consent;
Monitor the Service’s availability, performance, or functionality for any competitive purpose;
Override, modify, or bypass any features or controls that secure the Service;
Attempt to damage or obtain unauthorized access to the Service or other information, whether the information belongs to the Company or another party;
Take any action that interferes with the operation of, or imposes an unreasonable load on, our infrastructure or on our third-party providers;
Decompile, disassemble, reproduce, or reverse engineer any element of the Service or create derivative works based on the Service;
Sell, resell, license, sublicense, or frame the Service for use by others;
Access or scrape the Service by any automated means or make the Service accessible to any automated learning or training models;
Modify the Service or their appearance or simulate the appearance or function of the Service; and/or
Violate any additional terms that are provided when you sign up for or start using the Service.

3. Rights & Limits.

3.1. Intellectual Property Rights.

As between you and the Company, you own the content and information that you upload to and store on the Service (“Posted Content”). We reserve the right to move Posted Content within the Service to facilitate our provision of the Service.
All material and content contained on the Service (other than Posted Content) and including, but not limited to, graphics, images, logos, articles, videos, animations, audio and digital clips, photographs, illustrations, icons, the compilation of all content on the Service, are the property of the Company and/or third parties and is protected by United States and international laws. All trademarks, service marks, and trade names are proprietary to the Company and/or third parties. No material from the Service other than your Posted Content or Posted Content licensed by you through the Service may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. In the event you download software from the Service, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by the Company or third party licensors for your personal, noncommercial use only. In no event shall the title of the Software be transferred to you. We (or third-party licensors) retain full and complete title to the Software and all intellectual property rights therein. You may not reproduce, display, perform, modify, redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.

3.2. Posted Content and the Company Remedies.

You may choose to upload Posted Content to the Service. You are solely responsible for the content you upload, whether publicly posted or privately transmitted.

We are not responsible for mistakes in your Posted Content.
You are responsible for keeping a local backup copy of all Posted Content you submit to the Company.

You and the Company agree that we may access, store, process, and use any information and personal data that you provide in accordance with the terms of the Privacy Policy.

The Service provides a means for the archiving, display, and sale of digital assets, information, and other data. The Company has no obligation to screen or monitor such assets, information, or data for any purpose. However, if the Company has reason to believe that you are violating the Terms, the Company may take any one or more of the following actions at its sole discretion:

Remove and/or delete any Posted Content that the Company believes is in violation or non-conformity with the Terms or applicable law;
Suspend and/or terminate your status as a User and/or Third Party Service Provider with the Service; and/or
Pursue any other remedy or relief available to the Company under equity or law.

In the event that the Company elects to take any of the actions set forth above, you will have no right to receive any refund of fees or payments, and the Company will have no obligation to retain such asset(s) or provide you with a copy of your Posted Content. You consent to such removal and/or deletion and waive any claims you may have against the Company for such removal and/or deletion.

3.3

If you believe that content residing on the Site infringes a copyright, please see our Copyright Policy below. You may also contact us via email at legal@mediagraph.io.

3.3. Third-Party Service.

The Company may allow certain third parties ("Third Party Service Providers") to provide services ("Third Party Service") to you through the Service. By using the Service, you acknowledge and agree that:

Some services are provided by a Third Party Service Provider, and we make no representations or warranties regarding the performance, security, or privacy of such Third-Party Service or their compliance with applicable laws and regulations;
We disclaim any responsibility and liability for your interactions with Third Party Service Providers.

4. Payments.

4.1. Users will pay all fees for using the Service on a monthly, quarterly, annual, or multi-year basis (“Period”) as agreed to at the time payment is due.

4.2. Upon expiration of any Period, the Service shall automatically renew for an additional Period based on the terms in effect in the previous Period unless use of the Service has been terminated according to the applicable Period.

4.3. Annual and multi-year Periods are non-cancellable.

4.4. We reserve the right to add 2.9% or such other fee that credit processors charge us to any payments made by credit card.

4.5. We will charge a late fee of 10% per month on past-due amounts after a five (5)-day grace period.

4.6. Your access to the Service will be suspended if you fail to make payment within thirty (30) days following the date payment is due. If payment is not received within sixty (60) days following the date payment is due, your account will be terminated, and Posted Content will be deleted.

4.7. You will be solely responsible for payment of any federal, state, or local taxes or duties of any kind related to your purchase of the Service.

4.8. We reserve the right to modify prices for the Service with thirty (30) days' notice. Any price changes will be effective upon the commencement of the next renewal Period.

4.9. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g., exchange rates).

4.10. We may store and continue billing your payment method (e.g., credit card) even after it has expired, to avoid interruptions in the Service.

4.11. If you purchase a subscription to the Service, your payment method will automatically be charged at the start of each Period for the fees and taxes applicable to that Period. To avoid future charges, you must send written notice of cancellation as follows: for month to month before the first day of the next billing cycle, for all others 60 days before the renewal date for the applicable period.

4.12. If you continue to use the Service after the termination or expiration of your agreement, the same terms applicable immediately before such termination or expiration shall continue to apply.

4.13. All of your purchases of the Service are final, and no refunds will be offered.

4.14. We may calculate taxes payable by you, if any, based on the billing information that you provide us at the time of purchase.

5. Disclaimer & Limit of Liability.

5.1. No Warranty.

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, MEDIAGRAPH HEREBY DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SERVICE (INCLUDING ALL CONTENT THERON) AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MEDIAGRAPH DOES NOT REPRESENT OR WARRANT THAT THE SITES OR THE SERVICE WILL MEET YOUR REQUIREMENTS, BE FREE OF MALWARE, BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY ERRORS CAN OR WILL BE FIXED; AND THE COMPANY IS NOT RESPONSIBLE FOR, AND MAKES NO WARRANTIES WITH RESPECT TO, ANY THIRD PARTY CONTENT OR SERVICES. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the aforementioned disclaimers related to implied warranties may not apply to you.

5.2. Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, OR MEMBERS BE LIABLE FOR ANY CLAIMS, LOSSES, OR DAMAGES WHATSOEVER THAT RESULT FROM USE OF (OR INABILITY TO USE) THE SITES OR SERVICE, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE; DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, POSTED CONTENT OR OTHER INTANGIBLES; DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SERVICE, ERRORS OR OMISSIONS; DAMAGES RELATED TO DOWNLOADING INFORMATION, POSTING INFORMATION OR DAMAGES RESULTING FROM MALWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF 10% OF THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE PREVIOUS 12-MONTH PERIOD OR $100.00.

Some jurisdictions do not allow the foregoing limitations of liability, so the foregoing may not apply to you.

6. Indemnity.

You agree to indemnify and hold harmless the Company from and against any and all claims and losses arising from or relating to:

Your use of the Service and/or any material or content you submit, download, post, or transmit through the Service;
Your breach of these Terms or any representation, warranty, or covenant made by you herein or in any agreement with the Company related to the Service;
Any transaction you participate in relating to any Posted Content;
Your violation of any applicable law, statute, ordinance, regulation, or any third party rights; or
Any claim of defamation, libel, or slander relating to your Posted Content.

This obligation survives indefinitely the termination and/or expiration of these Terms and/or your status as a User.

7. Termination.

7.1. Termination by Us.

We reserve the right to reject, suspend, terminate, or prohibit your access to and use of all or any portion of the Service at any time and for any reason, provided, however, if our termination is for convenience, we will provide fifteen (15) days advance written notice. If we terminate for convenience, our sole obligation to you will be to refund the pro rata unused portion of your subscription fee, if any, and if applicable, less any accrued and unpaid fees incurred on your account. Termination of your access to and use of the Service shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to the Company.

7.2. Termination by You.

You may terminate any Agreement, Order Form, or MSA with us effective immediately upon (i) a material breach by us that is not cured within thirty (30) days of notice, (ii) our dissolution, liquidation, or bankruptcy, or (iii) with sixty (60) days advance written notice prior to expiration of the applicable Period.

7.3. Effect of Termination.

All accrued payment obligations shall survive termination. We shall provide access to all Posted Content up to the date of termination. We reserve the right to delete Posted Content at any time following thirty (30) days after termination of Service if you have not already removed it.

7.4. Sections 1-7 and 10 of these Terms shall survive termination.

8. Confidential Information.

Each party will use Confidential Information solely for the purposes of providing or receiving the Service. “Confidential Information” means all proprietary, nonpublic information and material exchanged in connection with this Agreement. Confidential information may include but is not limited to (a) confidential business plans, practices, trade secrets, information, and/or strategies, (b) nonpublic elements of the Service or Deliverables, (c) communications, documents, and services created pursuant to the Agreement, and (d) research and development plans, financial information, sales information, proprietary technology, data, and research. Confidential Information does not include information that (a) was known to the other party without restriction before receipt, as demonstrated by documents in existence before receipt of that information from the disclosing party or otherwise in connection with this Agreement; (b) is or becomes publicly available through no fault of the receiving party; (c) becomes known to the receiving party from a source other than the disclosing party without breach of this Agreement and without violation of the disclosing party’s rights; or (d) is independently developed by the receiving party without any use of Confidential Information, as demonstrated by files in existence at the time the receiving party independently developed that information. Neither party will disclose or make Confidential Information available to any third party except as specifically authorized by this Agreement or by the disclosing party in writing. Either party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior written notice to the disclosing party.

9. Governing Law & Dispute Resolution.

Any disputes arising out of or relating to these Terms or use of the Service shall be resolved in accordance with the laws of the State of California, without regard to its conflict of law rules. You hereby consent to the exclusive jurisdiction of the federal or state courts located in the County of Los Angeles for all disputes arising from or relating to these Terms or your access to or use of the Service.

10. General Terms.

10.1. Entire Agreement.

These Terms and the Privacy Policy (including any additional terms that may be provided by us when you engage with certain features of the Service) are the entire and only agreements between us regarding the Service and supersede all prior agreements for the Service. For clients who have executed an Order Form or MSA, these Terms shall apply unless modified by the terms contained in your Order Form or MSA, in which case those terms shall control.

10.2. Notice.

You agree that the only way to provide us with legal notice is at the addresses provided below under “How to Contact Us.” All notices must be sent in writing and will be deemed received one day after being sent.

10.3. Waiver.

No failure of the Company to enforce any of its rights under these Terms will act as a waiver of such rights.

10.4. Enforceability.

If any portion of any provision of these Terms is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the remaining provisions of these Terms shall remain in full force and effect. Headings used in these Terms are for convenience only and have no legal or contractual significance.

10.5. Assignment.

Neither party’s rights or obligations hereunder may be assigned without written consent of the other party, provided, however, either party may assign all of its rights and obligations hereunder to a company that the party controls or is controlled by or to a company that acquires substantially all of its assets, equity or business by merger or acquisition. These Terms shall be binding upon the successors and assigns, if any, of the parties.

10.6. Publicity.

Unless you have notified us in writing we reserve the right to disclose users as customers of the Company and may use your name and logo on our website and in our marketing materials.

10.7. Export Compliance.

Each party shall comply with United States export control laws and regulations. You acknowledge that you will not permit use of the Service in a United States embargoed country, and you are responsible for complying with any laws or regulations that govern your use of the Service.

10.8. Authority.

If you are assenting to these Terms on behalf of any third party or entity, you represent that you have the power and authority to consent to and accept these Terms on behalf of such third party or entity.

11. Copyright Infringements.

11.1. Reporting infringements.

If you believe that content residing or accessible in the Service infringes a copyright, please send a notice of copyright infringement containing the following information to legal@mediagraph.io:

Identification of the work or material being infringed;
Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that the Company is capable of finding and verifying its existence;
Contact information about the notifying party (the “Notifying Party”), including name, address, telephone number and e-mail address;
A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent, or law;
A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner; and
The Notifying Party's physical or electronic signature.

11.2. Responding to Complaints.

After notification of an alleged infringement is received, reviewed, and confirmed by the Company:

The Company will remove or disable access to the allegedly infringing material.
The Company will then immediately notify the member responsible for the allegedly infringing material (the “Offending Member”) that it has removed or disabled access to the material.

11.3. Designated Agent to Receive Notification of Claimed Infringement:

The DAM Software Company, Inc.
Attn: Copyright Agent
440 N. Barranca Ave #2280
Covina, CA 91723
E-mail: legal@mediagraph.io

12. How to Contact Us:

The DAM Software Company, Inc.
440 N. Barranca Ave #2280
Covina, CA 91723
E-mail: support@mediagraph.io
Phone: (805) 557-8407‬