Terms of Service
This Terms of Service Agreement (this “Agreement”) describes the terms and conditions on which MomentScience offers you access to the website located at
www.AdsPostX.com
or www.MomentScience.com , (“MomentScience Site”), and to the Internet ratings service provided by MomentScience through the MomentScience Site (“Services”). You should read
these terms carefully, since they apply to you if you decide to access the MomentScience Site, whether as a registered user (“Registered User”) or as a non-registered user just browsing the MomentScience Site (“MomentScience Visitor”). These terms are important and we have done our best to make them readable.
BY COMPLETING THE REGISTRATION PROCESS OR USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH IT, YOU
SHOULD LEAVE THE MomentScience SITE AND DISCONTINUE USE OF THE SERVICES IMMEDIATELY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY
TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY. MomentScience MAY MODIFY THIS AGREEMENT FROM TIME TO TIME. FOR MomentScience VISITORS, THIS AGREEMENT APPLIES ONLY TO YOUR CURRENT VISIT
AND THE FRUITS THEREOF — PLEASE CHECK THIS AGREEMENT AGAIN ON YOUR NEXT VISIT FOR ANY RECENT MATERIAL CHANGES, WHICH WILL BE HIGHLIGHTED. REGISTERED USERS WILL RECEIVE EMAIL NOTICE OF ANY MATERIAL CHANGES AND CONTINUED USE 30 DAYS
AFTER NOTIFICATION WILL CONSTITUTE ACCEPTANCE.
1. Description of Services
We make available to you on the MomentScience Site a wide variety of resources, including, but not limited to, technology applications (“Technology”), audience reports of millions of websites and other media properties (“Reports”), as well as additional information, content and tools that we hope may be of interest to you. The Reports and such additional information,
content and tools will be collectively referred to in this Agreement as
“MomentScience Content”. Unless explicitly stated otherwise, any new features or functionalities made available on the MomentScience Site are subject to this Agreement.
2. Registration
If you want to
access or use certain information, content, or tools on the MomentScience Site you may be required to register for an MomentScience account. In registering, you agree to provide accurate, current, and complete information, and to keep
it up to date at all times. Please do not choose as a login name an email address that is indecent or offensive, or otherwise violates this Agreement or any applicable laws or regulations.You are responsible for safeguarding the
password that you use to access the MomentScience Site and you agree not to disclose it to any third party. You hereby take responsibility for all actions taken under your account by you or any third parties. You will notify
MomentScience immediately of any unauthorized use of your account.
3. Reports
MomentScience hereby grants you a limited, revocable, non-exclusive, non-sublicensable license to use, copy, and distribute the
Reports, subject to the following restrictions: (a) you must insert in a clear and conspicuous way in any document incorporating the Reports the following proprietary notice: “Source: MomentScience.
www.MomentScience.com“; (b) you must not sell or trade the Reports, or charge any amount to make the Reports available to third parties as part of a service; (c) you must not manipulate or
modify the Reports to state or suggest different or additional measurement results from those presented by MomentScience, including, but not limited to, information in the Reports or the way such information is presented, (d) you must
not aggregate or combine information related to different MomentScience Profiles (for example, by adding together the reach from two different sites instead of presenting the cross-site unduplicated reach measurement provided by
MomentScience); (e) you must not quantitatively aggregate or combine information in the Reports with information derived from other sources (but offering a comparison of the information in the Reports with information derived
from other sources is permissible); (f) you must not misrepresent your site traffic or usage in connection with the Services; (g) you must not use the information in the Reports in any way that competes with MomentScience, and (h) if
you provide the information in the Reports directly to any third party (rather than by having them access the information through the MomentScience Site), you will ensure that each such third party agrees to be bound by and does then
in fact comply with the foregoing restrictions. You will not ( i ) use the Services to track or collect personally identifiable information of Internet users, or (ii) provide personally identifiable information of Internet users to
MomentScience.Except as expressly provided under this Section, you will not use, copy, or distribute the Reports, any information in the Reports, or any content on the MomentScience Site.
4. What you must NOT do
You agree to use the MomentScience Site and the Services only in accordance with the terms and conditions of this Agreement, as well as any and all applicable laws and regulations. While using the Services you will not ( i ) engage
in any illegal acts or acts which are offensive to others, or (ii) violate any personal or property rights of any third party, including, but not limited to, intellectual property rights. Furthermore, you will not:(a) Copy, modify,
adapt, translate, or otherwise create derivative works of the Services or the Technology, or (except as explicitly permitted herein) the MomentScience Content;(b) Reverse engineer, de-compile, disassemble, or otherwise attempt to
discover any measurement systems used by MomentScience;(c) Rent, lease, sell, assign, or otherwise transfer rights in or to the Services or the Technology;(d) Post, transmit, or introduce any device, software, or routine that
interferes or attempts to interfere with the operation of the Services or the Technology.(e) Circumvent, disable, or otherwise interfere with security-related features of Services or the Technology, or features that prevent or
restrict use or copying of any MomentScience Content;(f) Upload, stream, email, or otherwise transmit ( i ) any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid” or similar
schemes, or any other form of solicitation or (ii) any viruses or other computer code that could interrupt, destroy, or limit the functionality of the Services or the Technology, infect or damage another user’s computer, or interfere
with the access of any other user to the Services or the Technology;(g) Delete, or in any manner alter, the copyright, trademark, or other proprietary rights notices appearing on the MomentScience Site and any MomentScience
Content;(h) Represent that MomentScience endorses or supports your site or content;( i ) Obtain any information or materials relating to the Services or the MomentScience Site or through any means not intentionally made available by
MomentScience to you, or attempt to gain unauthorized access to the Services or the MomentScience Site, or any technology, computer systems, or networks associated with the Services or the MomentScience Site, or attempt to index,
search, or crawl the Services or the MomentScience Site with any automated process or other similar mechanism.MomentScience may terminate or suspend your MomentScience account and your access at any time without notice including
without limitation in response to a suspected violation of any of the foregoing prohibitions.
5. MomentScience Property Rights
The MomentScience Site, the Services, the Technology and the MomentScience Content
are protected by copyright, trademark, and other laws of the United States and foreign countries. All right, title, and interest, including, but not limited to, intellectual property rights, in and to the MomentScience Site, the
Services, the Technology and the MomentScience Content, are and will remain the exclusive property of MomentScience and its licensors. Except as expressly permitted in this Agreement, you will not reproduce, modify, or prepare
derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the MomentScience Site, the Services, the Technology or the MomentScience Content.
6. User
Generated Content and Linked Websites
MomentScience encourages contributions to the MomentScience Site. You may submit service descriptions, comments, postings, advice, and recommendations through the features available on
the MomentScience Site (collectively “User Generated Content”). You are solely responsible for any User Generated Content produced or provided by you, and you hereby agree not to provide any information that you know or
reasonably should know to be false or materially misleading, libelous, defamatory, obscene, or that invades another person’s privacy, infringes the intellectual property rights of another, or violates any applicable laws or
regulations. By providing User Generated Content to MomentScience, you grant MomentScience a perpetual, non-exclusive, royalty free license to use such content in association with the provision of its Services and the MomentScience
Site. MomentScience reserves the right, in its sole discretion, to reject, refuse to publish or remove any User Generated Content. MomentScience is not responsible for and does not endorse statements, comments, or other information
contained in User Generated Content provided by other users, and any reliance by you on such information will be at your sole risk. User Generated Content provided by you or other users may contain links to other websites.
MomentScience does not monitor or verify in any way the content of any websites linked to from the MomentScience Site and is not responsible for the accuracy of such content or for any of the opinions expressed thereon. Inclusion of
any linked website on the MomentScience Site does not imply approval or endorsement of the linked website by MomentScience. When you access these third-party sites, you do so at your own risk.
7. Indemnity
You
agree to defend (if MomentScience so requests), indemnify, and hold MomentScience, its subsidiaries, and affiliates, and their respective directors, officers, shareholders, and employees, harmless from any expenses, costs, judgments,
damages, loss, liability, claim, or demand (including but not limited to any reasonable attorneys’ fees) made by any third party arising out of any breach by you (or a user of your account) of any terms or conditions of this
Agreement.
8. Warranty Disclaimer
THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, MomentScience EXPLICITLY DISCLAIMS ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. MomentScience MAKES NO WARRANTY THAT THE SERVICES, THE MomentScience SITE, OR THE MomentScience CONTENT WILL (1) MEET YOUR
REQUIREMENTS, (2) BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR (3) NOT CAUSE ANY LATENCY OR PROCESSING DELAYS. MomentScience IS UNDER NO OBLIGATION TO KEEP THE SITE UP AND RUNNING FOR ANY PERIOD OF TIME.
MomentScience MAKES NO WARRANTY REGARDING THE QUALITY OF THE SERVICES, THE MomentScience SITE, OR THE MomentScience CONTENT, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH
THE SERVICES, THE MomentScience SITE, OR THE MomentScience CONTENT. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MomentScience OR THROUGH THE SERVICES, THE MomentScience SITE, OR THE MomentScience CONTENT WILL CREATE ANY
WARRANTY NOT EXPRESSLY MADE HEREIN. UNDER NO CIRCUMSTANCES WILL MomentScience BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH, OR LATENCY OR PROCESSING DELAY RESULTING FROM THE USE OF THE
SERVICES, THE MomentScience SITE, OR THE MomentScience CONTENT OR FROM THE CONDUCT OF YOU OR ANY USER OF THE SERVICES, WHETHER OFFLINE OR ONLINE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND
FORMED A BASIS FOR ENABLING MomentScience TO OFFER THE SERVICES TO YOU WITHOUT CHARGE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES SO THIS DISCLAIMER MAY NOT APPLY TO YOU IN FULL.
9. Suspension and
Termination
Unless otherwise terminated as set forth herein, this Agreement will remain in full force and effect while you use the Services. You may terminate this Agreement at any time by
contacting us
with your complete account information and explicit request to terminate, which emails are handled at MomentScience’s convenience. MomentScience may terminate or suspend your access to the Services or terminate this Agreement at any time,
for any reason or no reason, with or without notice, and without any liability to you. Upon termination, all licenses and other rights granted to you under this Agreement will immediately cease. MomentScience will not be liable to you
or any third party for termination of this Agreement or any termination or suspension of your use of the Services. Upon any termination or suspension, any information that you have submitted to the MomentScience Site may no longer be accessed
by you. Notwithstanding the above, Sections 5, 6, 7, 8, 12 and 13 will survive termination of this Agreement.
10. Modification of the MomentScience Site and Services
MomentScience reserves the right, in its
sole discretion, to modify or discontinue the MomentScience Site and Services without notice.11. Export LawsThe Technology is further subject to United States export controls. No Technology may be downloaded from the Services or
otherwise exported or re-exported in violation of U.S. export laws. By downloading or using the Technology, you represent and warrant that such download or use is not in violation of any such law.12.
Limitation of
Liability
IN NO EVENT WILL MomentScience BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFIT DAMAGES ARISING FROM YOUR
USE OF THE SERVICES, EVEN IF MomentScience HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS FORMED A BASIS FOR ENABLING MomentScience TO OFFER THE SERVICES TO YOU WITHOUT CHARGE. THIS PARAGRAPH WILL APPLY
REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MomentScience’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF
THE ACTION, WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED DOLLARS ($100.00).13.
Miscellaneous
This Agreement constitutes the entire Agreement between the parties with respect to the use of the Services and supersedes
all previous and contemporaneous agreements, proposals and communications, written or oral between MomentScience and you (except for any MomentScience Measure – Terms of Service Agreement to which you may be a party). Any waiver by
MomentScience of any violation of any provision of this Agreement will not be deemed to waive any further or future violation of the same or any other provision. If any part or provision of this Agreement is held to be unenforceable
for any purpose, including but not limited to public policy grounds, then you and MomentScience agree that the remainder of the Agreement will be fully enforceable as if the unenforceable part or provision never existed. You and
MomentScience agree that there are no third party beneficiaries of any promises, obligations or representations made by MomentScience. You may not assign any rights granted to you or delegate any of your duties hereunder and any
attempt to do so is void and of no effect. MomentScience may assign its rights and delegate its duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of its
assets relating to this Agreement. Nothing in this Agreement will constitute a partnership or joint venture between you and MomentScience.
THIS AGREEMENT AND ANY DISPUTE RELATING TO THIS AGREEMENT WILL BE GOVERNED BY THE
LAWS OF THE UNITED STATES AND THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO U.S. OR CALIFORNIA CHOICE OF LAW RULES. YOU AND MomentScience AGREE AND CONSENT THAT JURISDICTION, PROPER VENUE, AND THE MOST CONVENIENT FORUMS
FOR ALL CLAIMS, ACTIONS, AND PROCEEDINGS OF ANY KIND RELATING TO MomentScience OR THE MATTERS IN THIS AGREEMENT WILL BE EXCLUSIVELY IN COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA.14. Notice
All notices or other
communications to MomentScience from you will be deemed given when received by prepaid first class mail or courier, hand delivery, facsimile, electronic mail, at the address below:
AdsPostX, Inc.(DBA MomentScience) 14425 Falcon Head Blvd BUILDING E, Suite 100
Austin, TX 78738
Attn: Legal Department
Email: contact@MomentScience.com
