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Terms of Use
Terms of Use Agreement
BUYER
Effective Date: December 2010

[Agreement Between MEDIAFICHE and Buyer]

Last Updated on 25/03/2011

THIS TERMS USE AGREEMENT ("TERMS") IS A BINDING CONTRACT BETWEEN MEDIAFICHE, INC., A NEVADA CORPORATION ("MEDIAFICHE" OR "WE") AND YOU ("YOU" OR “BUYER”.) BEFORE REGISTERING AS A BUYER ON THE MEDIAFICHE WEBSITE (THE "SITE"), PLEASE READ THESE TERMS RELATING TO YOUR USE OF THE SITE CAREFULLY.

By registering with Us to use the Site and submit offers to purchase media advertising from Us via the Site, You (a) acknowledge that you have read, understand, and expressly agree to be legally bound by these Terms (including our privacy policy (“Privacy Policy”)), (b) agree to follow these Terms and all applicable laws and regulations governing our Site, (c) represent and warrant that you are at least 21 years old, are a resident of the United States or lawfully consent to U.S. jurisdiction for all purposes on our Site as if a resident, and have the right, authority, and capacity to enter into these Terms (either on behalf of yourself or the entity you represent if you are using this Site on behalf of an entity). If you do not agree with the foregoing, you are not authorized to register or to use the Site.

All capitalized terms are defined herein or in our Privacy Policy which is incorporated herein by reference.

MEDIAFICHE PROVIDES THE INFORMATION AND SERVICES ON THE SITE TO YOU CONDITIONED UPON YOUR ACCEPTANCE, WITHOUT MODIFICATION, OF THESE TERMS. THE SITE CURRENTLY INCLUDES MEDIAFICHE.COM BUT MAY INCLUDE OTHER SITES FROM TIME TO TIME. THE SITE CONTAINS SPECIFIC MEDIA KIT INFORMATION AND REFERENCES TO MANY DIFFERENT TYPES OF ADVERTISING MEDIA. THE ENTITIES LISTED ON THE SITE THAT MAY HAVE ADVERTISING SPACE AVAILABLE, REGARDLESS OF TYPE OF SPACE, ARE REFERRED TO AS "VENDOR" OR "VENDORS."

Once You have registered as a MEDIAFICHE buyer, You will be able to use the Site and submit offers to purchase media advertising from Us. The offer and acceptance process is described herein (see Payment section below.)

Buyer Registration:

When You begin the registration process with Us, a MEDIAFICHE representative will contact You and walk You through the Registration. You must be registered in order to view and submit any Offer through the Site.

Once You have registered, You will be able to view any Offers. Offers are sent via email and are password protected. You may change your registration information at any time.

As part of the registration process, You will be asked to create a user name and password. You agree to safeguard your user name and password, and You authorize us to accept any use of the Site through your user name and password as being used by You or someone authorized to act for you. You can set up a single log-in or permit multiple users to manage various media processes. You are solely responsible and liable for all Content posted to the Site and any Offers made under your name and password.

Confidentiality and Noncircumvention:

• You agree to run all communications through a MEDIAFICHE representative, and agree NOT to contact Vendor.
• You agree to keep all Offer information confidential and will NOT disclose any Offer prices whether accepted or rejected other than for internal purposes to fulfill Offers.
• You agree that You will not circumvent this Agreement for any reason, and that You will not make any contact with or communicate or deal with or otherwise be involved directly or indirectly, in any transaction or by any third party introduced by MEDIAFICHE without first obtaining expressed specific and written consent by MEDIAFICHE. You acknowledge that MEDIAFICHE would be harmed irreparably if You and any Vendor agree to continue their working relationship without MEDIAFICHE. Accordingly, if You purchase any advertising directly from a Vendor within 30 days of your last Purchase Order through the Site, You agree to pay to MEDIAFICHE a fee of 3% of the cost of each media purchase from such Vendor during the 30 day time period.

Offers and Purchases (Buy Now):

When you click on the "Buy Now" button on our Site, You are submitting an offer to MEDIAFICHE to purchase certain advertising media (“Offer”), and You are agreeing to pay to MEDIAFICHE the full amount of that Offer plus a predetermined transaction fee of 3% per transaction. If We accept the Offer, You agree to pay us 2 weeks before the Go Live Date described herein (or less once the offer is finalized and the Go Live Date is within 2 weeks of the purchase), unless you have chosen and qualified for MEDIAFICHE Credit Terms (see Credit Terms). The Go Live Date is the date the advertisement becomes visible to the general public (ie., the date the magazine goes on sale, the newspaper ad will run, the date that Radio or TV begins). One you submit an Offer or make a buy on MEDIAFICHE, you will be required to provide your banking information to MEDIAFICHE or pay through PayPal prior to any approved transactions.

If We accept the Offer, You agree to pay Us 2 weeks before the Go Live Date described herein (or less, if the Go Live Date is within 2 weeks of the Offer) unless you have chosen MEDIAFICHE Credit Terms. (Go Live Dates may vary; See Credit Terms)

When You submit an Offer through the Site, your Offer is closed and visible to only You, MEDIAFICHE and the Vendor. There are 3 ways that We can respond to your Offer. We can:

  1. Accept your Offer as is (the Offer then moves to Payment Pending status);
  2. Reject your Offer (the Offer is rejected and no longer valid); or
  3. Conditionally Accept your Offer subject to new conditions outlined in our conditional acceptance. If We conditionally accept your Offer, You will have the opportunity to review and accept or reject the proposed condition(s). (At this point, the Offer either moves to Payment Pending or is rejected and no longer valid. There is no more back-and forth negotiation.)

a) If We accept your Offer, the Offer becomes a bona fide purchase ("Media Buy"), and We will process your payment 3 weeks or less before Go Live Date unless you have applied and qualified for MEDIAFICHE Credit Terms. We will generate a unique Purchase Order which is attached to your Media Buy. MEDIAFICHE and You are bound at this point, and You agree to pay to Us the amount you submitted in Your Offer plus the predetermined transaction fee shown on your original Offer.

b) If We reject your Offer, we do not take any payment from You and We have no further obligations to one another for the Offer.

c) If We conditionally accept your Offer subject to certain conditions, You have 48 hours or less (as defined by You in your account settings) to accept or reject the new conditions. If You reject the new conditions, the Offer is rejected. We do not take any payment from You and We have no further obligations to one another for the Offer. If You accept the new conditions, your Offer will proceed to an accepted status called Payment Pending and We then generate a unique Purchase Order which is attached to your Media Buy. MEDIAFICHE and You are bound at this point, and You agree to pay to Us the amount you submitted in Your Offer plus the predetermined transaction fee shown on your original Offer.

Payment Methods:

You may make payment to MEDIAFICHE in the following ways:

  1. ACH/Bank Transfer
  2. Credit card
  3. 30 day MEDIAFICHE Credit Terms (See Credit Terms section below)
  4. Through PayPal

When your payment is due (2 weeks or less before the Go Live Date of the Media Buy), We will collect payment from You. If your payment Method is ACH/Bank Transfer, We will notify you of the date of the transfer via ACH from your bank account the total amount shown in the Offer amount plus the 3% transaction fee. If your payment method is via credit card or through PayPal, We will process your credit card and/or transaction amount. Your submission of an Offer through the Site authorizes Us to make the ACH/Bank transfer or process the credit card, as the case may be. You will not be able cancel the electronic transfer. You further authorize Us to resubmit any ACH /Bank Transfer that is returned for insufficient or uncollected funds.

MEDIAFICHE Credit Terms:

Once You have registered with Us, You may apply for 30 day Credit Terms from Us. We reserve the right to extend or reject your request for Credit Terms and set credit limits at our discretion. We may also, at our discretion, impose limits on the amount of money you can send through our Site. In order to apply for Credit Terms, You must fill out an online Credit Application which includes necessary financial information along with your company DUNS#. You authorize Us to review certain credit information about You to determine credit worthiness. We will notify You within 5 business days of the status of your application and/or respective Credit Terms and buying limit. If we extend credit to You, we accept PayPal or ACH/Bank Transfer as the method of payment.

Credit Terms are Net 30 and day one starts on the Go Live Date. On the 30th day, MEDIAFICHE will process your Payment in full via the agreed upon method of payment based on the banking/payment information You have provided.

If your bank account has insufficient funds, We reserve the right to collect for damages of insufficient funds to the full extent of the law, including any legal fees. In addition, any past due amount will accrue fees at a monthly rate of 3.5% of the total amount due until payment is satisfied in full.

Recurring Media Buys and Payments:

A Recurring Media Buy is a Media Buy that repeats for a definite period of time, usually weekly or monthly. A Recurring Payment is a payment in which You authorize us to automatically debit your account or receive payment for a definite period of time, usually weekly or monthly. You agree to allow Us to charge You for each Recurring Media Buy 3 weeks or later before each Go Live Date for the Recurring Media Buy.

Cancellations:

You may not cancel an Offer once we notify You that we have accepted your Order.

If You use our site for a period of 60 days and do not make any transactions, We reserve the right and it will be at our sole discretion, with or without cause, withdraw, suspend or discontinue at any time any materials or services available on this Site, your user-name and password, your registration information, and any functionality or features in or on this Site. You will be provided with a notice from an Account Manager and given the chance to make a transaction. If your registration is canceled or suspended for any reason, You may no longer have access to material You keep on the Site.

Proof of Performance:

We agree to provide You with Proof of Performance for your media buys. If you do not receive Proof of Performance for any advertisement that You have purchased, simply provide written notification to MEDIFICHE at [email protected]. We will immediately research your inquiry and seek resolution on your behalf. If You have not received your requested Proof of Performance within 30 days of your written notification to us, we will refund your Offer price in full — a 100% Money Back Guarantee.

You agree that the following proof will acknowledge fulfillment:

  • Tear sheet(s)/Checking Copy mailed to You
  • PDF Upload of Ad at MEDIAFICHE
  • Electronic copy of ad(s), and/or affidavit of schedule dates and times.

Of course, we cannot be liable for delays in delivery and/or non-delivery in event of an act of God, action by any governmental or quasi-governmental entity, fire, flood, insurrection, riot, explosion, embargo, strike, labor or material shortage, transportation interruption of any kind, work slowdown or any condition beyond control of MEDIAFICHE. If you have any questions about our Payment and Refund Policy, or have a question about a specific charge, please contact your account manager at [email protected]

Additional Terms:

1. MODIFICATION OF TERMS
We reserve the right, at our discretion, to change, modify, add or remove portions of these Terms periodically. Such modifications will be effective immediately upon posting of the modified Terms to the Site. Your continued use of the Site following the posting of changes to these Terms will mean that You accept those changes. To update the Terms, we will post the changed version and its effective date on the Site.

2. ADDITIONAL TERMS AND CONDITIONS
Additional terms and conditions of MediaFiche may apply to your purchase of goods or services. You agree to be bound by such additional terms and conditions. You understand that if You violate any of such additional terms and conditions some remedies may include but are not limited to Us canceling Your Offers and/or purchase(s), and You may forfeit any amounts that You have paid for such Offers and/or purchase(s). We reserve the right to suspend your account access temporarily or permanently and to reject or cancel any Offers and/or purchase(s).

3. MODIFICATIONS TO SITE
We reserve the right from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof). We will not be liable to You or any third party for any such modification, suspension or discontinuance.

4. SUBMITTING ADVERTISING CONTENT ON THE SITE
You must submit advertising content (Content) to the Site when you place an Offer to purchase advertising media from Us. When You submit Content, You warrant and represent that You have all rights necessary to submit such Content to Us, and You grant to Us the right to display your Advertising Content to Vendor(s), all without the violation of any other person's intellectual property or other rights or of any laws or regulations. You acknowledge that the Site does not have any digital rights management or other security technology features to restrict someone who reviews Content from copying and redistributing it. To submit Content on the Site, You must first complete the registration process. You agree to provide true, accurate, and complete information during the registration process. You also agree that You will maintain and update such information to maintain its truth, accuracy, and completeness. We reserve the right to terminate your use of the Site upon the discovery or belief that the information You provided is not complete or accurate. As part of the registration process, You will be asked to create a user name and password. You agree to safeguard your user name and password, and You authorize us to accept any use of the Site through your user name and password as being used by You or someone authorized to act for you. For example, as between MEDIAFICHE and You, You are solely responsible and liable for all Content posted to the Site and any Offers made under your name and password. We are a reseller of advertising media.

5. LICENSE RIGHTS
You retain ownership of your copyrights, trademarks and your other rights over your advertising Content, subject to the non-exclusive rights that You grant as described in these Terms. These Terms do not prevent You from granting similar rights to others during and after the term of these Terms. By submitting advertising Content, You grant to Us a perpetual, worldwide, irrevocable, royalty-free, non-exclusive license to use, reproduce, modify, transmit, distribute, publicly perform and display, and create derivative works of the Content, in any form, media, or technology now known or later developed, for the limited purpose of purchasing advertising media. You also give Us permission to submit your advertising Content to Vendors of MEDIAFICHE.

6. PROHIBITED CONTENT
You agree not to submit to the Site any Content

  1. that is untrue, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive to another person's privacy, hateful, or racially, ethnically or otherwise objectionable;
  2. that infringes a third party's intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party;
  3. that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  4. that is false or misleading information about a product or service;
  5. that is considered unsolicited or unauthorized advertising;
  6. that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or
  7. that violates any applicable local, state, national or international law, regulation, or statute (including export laws).

7. PROHIBITED CONDUCT
You agree not to

  1. use the Site in any way that violates any applicable local, state, national or international law, regulation, or statute (including export laws);
  2. access, tamper with, or use non-public areas of the Site;
  3. circumvent, avoid, bypass, or obviate Us, directly or indirectly, by contacting Vendors to avoid payment, fees or any other form of compensation in any transaction involving any purchase of advertising media after you have made an Offer;
  4. gather or use information, such as email addresses, available from the Site to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters";
  5. frame any part of the Site, or link to the Site, except as permitted in writing by Us; or
  6. impersonate or misrepresent your affiliation with any person or entity.

8. ENDORSEMENTS AND LINKS TO OTHER WEBSITES
This Site contains links to other websites. We are not responsible for, and cannot guarantee the quality, safety or performance of, goods and services provided by our Vendors, suppliers or advertisers or by owners of other websites that we link to. A business listing on our Site does not constitute our endorsement of the business featured in the listing or of any product, service or other material offered through such business. Once You choose to link to another website, You should read that website's privacy statement before disclosing any personal information.

Many of the products, business listings and other materials available on our Site are posted by Vendors or other third parties. We do not review every business listing or posting made in other areas available for public postings, nor do we take steps to confirm the accuracy of any listings or postings submitted by Vendors or other third parties. We do not endorse or guarantee the accuracy of any media kits, listing or posting. The information is intended to be used only as a guideline for making buying decisions.

9. INTELLECTUAL PROPERTY RIGHTS

  1. Grant of Limited License. The materials available through our Site are the property of MEDIAFICHE and its affiliates, Vendors, licensees or suppliers, and are protected by copyright, trademark and other intellectual property laws. You are free to review, email and/or print information contained in the Site for the limited purposes of planning and buying media. Unless indicated otherwise, nothing contained in these Terms shall be construed as granting any license to intellectual property rights. We reserve the right to revoke this limited license at any time without notice and with or without cause. You may not otherwise reproduce any of the materials without our prior written consent. You may not distribute copies of materials found on this Site in any form (including by email or other electronic means) without our prior written permission. Corporate and Agency Buyers may distribute specific materials from our Site to their authorized users or Customers, as the case may be, for the limited purpose of planning and buying media.
  2. Trademarks. All MEDIAFICHE graphics, logos, page headers, scripts, and service names are trademarks or trade dress of MEDIAFICHE. All other trademarks not owned by MEDIAFICHE that appear on this Site are the property of their respective owners. You may not use any trademark or service mark appearing on this Site without the prior written consent of the owner of the mark.

10. PRIVACY POLICY
You confirm that You have read our Privacy Policy, the terms of which are incorporated herein, and agree that the terms of our Privacy Policy are reasonable and satisfactory to You. You consent to our use of your personal information as set forth in our Privacy Policy. To the extent permitted by law, we make no representation or warranty with regard to the sufficiency of the security measures used for data handling and storage. We will not be responsible for any actual or consequential damages that result from a lapse in compliance with the Privacy Policy because of a security breach or technical malfunction.

11. TERMINATION
We may, in our sole discretion and in addition to any other remedies available to Us, with or without cause, withdraw, suspend or discontinue at any time any materials or services available on the Site, your user-name and password, and any functionality or features in or on the Site. If within 60 days you are active on the site and have yet to make an Offer or to make a transaction, MEDIAFICHE has the right to cancel your User Status. If your registration is canceled or suspended for any reason, You may no longer have access to material You keep on the Site.

12. INDEMNIFICATION
You agree to defend and indemnify Us and any Vendors, third party providers and distributors and their respective officers, directors employees and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, brought by or on your behalf in excess of the liability described herein or by third parties as a result of your use of this Site (including without limitation any violation by You of these Terms).

13. RISK OF USE
YOU USE THE SITE AND SITE CONTENT AT YOUR OWN RISK. THE SITE MAY NOT BE ACCURATE OR ERROR-FREE, WORK FOR YOUR PARTICULAR SITUATION, OR BE SUITABLE OR APPROPRIATE FOR YOU. WE STRONGLY URGE YOU TO CONSULT A PROFESSIONAL OR SOME OTHER AUTHORITY IN THE APPROPRIATE FIELD BEFORE USING ANY OF THE SITE CONTENT. WE DO NOT GUARANTEE THAT THE SITE WILL BE ERROR FREE OR THAT IT OR THE SERVERS THAT OPERATE IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MEDIAFICHE IS NOT RESPONSIBLE FOR ANY FAILURES CAUSED BY SERVER ERRORS, MISDIRECTED OR REDIRECTED TRANSMISSIONS, FAILED INTERNET CONNECTIONS, INTERRUPTIONS IN THE TRANSMISSION OR RECEIPT OF OFFERS OR, ANY COMPUTER VIRUS OR OTHER TECHNICAL DEFECT, WHETHER HUMAN OR TECHNICAL IN NATURE.

MEDIAFICHE ASSUMES NO RESPONSIBILITY AND WILL NOT BE LIABLE FOR ANY DAMAGES TO OR VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THIS SITE. YOU (AND NOT MEDIAFICHE) ASSUME THE ENTIRE RISK OF ANY RELIANCE ON THESE MATERIALS.

WE URGE YOU TO KEEP BACKUP COPIES OF MATERIAL, IF ANY, THAT YOU MAINTAIN ON OR USE WITH THE SITE. IF YOUR USE OF THE SITE RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS. WITHOUT LIMITING THE FOREGOING, THE SITE AND SITE CONTENT ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE."

14. DISCLAIMER OF WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
MEDIAFICHE MAKES NO REPRESENTATION ABOUT THE SUITABILITY OF THE MATERIALS ON THIS SITE FOR ANY PURPOSE. ALL CONTENT, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTAINED WITHIN OR AVAILABLE THROUGH THIS SITE ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS. MEDIAFICHE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE, MEDIAFICHE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY WORKMANLIKE EFFORT, INFORMATIONAL CONTENT, TITLE, OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES. MEDIAFICHE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT THIS SITE WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE AND/OR ITS SERVERS WILL BE FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS. MEDIAFICHE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY MATERIAL OF ANY KIND CONTAINED WITHIN THIS SITE FOR ANY PURPOSE, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTENT.

WITHOUT LIMITING THE FOREGOING, NO WARRANTY OR GUARANTEE IS MADE (i) REGARDING THE CONTENT OR ACCEPTANCE OF ANY OFFER, (ii) THAT YOU WILL RECEIVE THE LOWEST AVAILABLE PRICE FOR ADVERTISING MEDIA THROUGH THIS SITE, (iii) REGARDING THE AVAILABILITY OF ADVERTISING MEDIA THROUGH THIS SITE, OR (IV) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE.

OUR LIABILITY FOR BREACH OF WARRANTY SHALL BE LIMITED TO THE COST OF THE OFFER AT THE TIME OF ACCEPTANCE (IF ANY) (SEE PAYMENT SECTION HEREIN.) UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR YOUR COSTS, LOST PROFITS, GOOD WILL OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER.

15. LIMITATION OF LIABILITY
OUR LIABILITY FOR A BREACH OF ANY OBLIGATIONS HEREUNDER SHALL BE LIMITED TO THE PRICE OF THE OFFER PAID FOR SERVICES RENDERED OR PROUCTS DELIVERED. UNDER NO CIRCUMSTANCES SHALL MEDIAFICHE BE LAIBLE FOR YOUR COSTS, LOST PROFITS, GOOD WILL OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation or exclusion may not apply to you.

16. NO AGENCY
Our relationship is that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other. You may not assign, convey or delegate your rights, duties or obligations hereunder. We are a reseller of advertising media.

17. NO THIRD PARTY BENEFICIARIES
Neither of us intends that any third party will be a beneficiary of or entitled to rely on any part of these Terms.

18. COPYRIGHT INFRINGEMENT
We respect the intellectual property rights of others and require that the people who use the Site do the same.

The Digital Millennium Copyright Act of 1998 (as amended, the DMCA provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted in this Site infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. If you believe in good faith that we have wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see 17 U.S.C 512 for details. Notices and counter-notices with respect to the Site should be sent to: MEDIAFICHE Attention: Legal Notice, 11720 Amberpark Drive, Suite 600, Alpharetta, Georgia 30009. We suggest that you consult your legal adviser before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

19. NOTICES
We will give You any notices by posting them on the Site. You authorize us to send notices via electronic mail as well if MEDIAFICHE decides, in its sole discretion, to do so. You agree to check the Site for notices, and that You will be considered to have received a notice when it is made available to You by posting on the Site. You may give Us notice at the address for MEDIAFICHE contained in paragraph 19 above.

20. GENERAL INFORMATION
You are responsible for compliance with applicable local laws, keeping in mind that access to the Site may not be legal by certain persons or in certain countries. If any term or condition contained in these Terms is deemed invalid, void or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of the remainder of the Terms. These Terms are personal to You and You may not transfer, assign or delegate these Terms to anyone.

Any attempt by You to assign, transfer or delegate these Terms will be null and void. These Terms shall be governed by the State of Georgia, without regard to the principles of conflict of laws. You agree and consent to exclusive jurisdiction and venue in any state or federal court located in Atlanta, Fulton County, Georgia. You agree that all electronic communications from us, including these Terms, originate in Atlanta, Fulton County, Georgia and satisfy any legal requirement that such communication be in writing.

The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect. These Terms comprise the entire agreement between You and MEDIAFICHE with respect to the use of the Site and supersedes all prior agreements between the parties regarding the subject matter contained herein.

The failure of MEDIAFICHE to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. We suggest that You print out a copy of these Terms for your records.

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