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THIS MASTER SERVICES AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF MEDIAFLY SOLUTIONS AS GOVERNED BY THE APPLICABLE PROVISIONS OF THIS AGREEMENT. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
BY EXECUTING AN ORDER OR SOW THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. THESE TERMS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE. BY USING ANY OF THE SERVICES, YOU CONFIRM YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
This Agreement was last updated on August 1, 2026. It is effective between Customer and Mediafly, Inc. as of the date of Customer’s accepting this Agreement by executing an Order.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Master Services Agreement and any pertinent Order.
“Authorized User” means an individual authorized by Customer, its Affiliate, or their third-party partner
or vendor to access the Solution using credentials supplied for authenticated use. Authorized Users may include employees, consultants, contractors, agents, and third parties with which Customer or its Affiliate transacts business.
“Change Requests” means any material change to the nature or scope of the Solution under an Order.
Each Change Request must be in writing, signed by authorized representatives of both parties, and state
the applicable changes and fees.
“Customer” means the individual, company, or other legal entity accepting this Agreement, and any
Affiliate that enters into an Order. Unless expressly stated otherwise, “Customer” includes any Affiliate
permitted to access the Solution. Customer is responsible for all Authorized Users who access the Solution
through Customer.
“Customer Materials” means all information, data, and materials provided to Mediafly or uploaded or
imported to the Solution by or on behalf of Customer, including documents, presentations, videos, audio
recordings, artwork, metadata, clips, images, marketing materials, data files, and data feeds. As between
the parties, Customer is solely responsible for all Customer Materials used in or with the Solution.
“Integration Services” means Mediafly’s extraction of defined data from third-party websites or data
sources controlled by Customer and accessed using credentials or API keys/tokens provided by Customer.
The extracted data is made available to Customer in the Mediafly Solution.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Mediafly” means the Mediafly, Inc. company described in the Agreement as well as any of its contractors and Affiliates who may provide some of the Solutions.
“Order” means an ordering document or online order specifying the Solution to be provided hereunder that is entered into between Mediafly and Customer, including any addenda and supplements thereto.
“Parties” means, collectively, Mediafly and the Customer, each a “Party” and together the “Parties”.
“Services” means, collectively, the Solution, and Customization Services, onboarding and deployment services (“Implementation Services”), Integration Services, and/or supplemental support services.
“Solution” means the products and services ordered by Customer, under an Order or online purchasing portal, or provided free of charge, or provided under a trial and made available by Mediafly, including associated offline or mobile components, documentation, maintenance releases, updates, bug fixes, enhancements, modifications, improvements, new versions, integrations, changes, and customizations made by or on behalf of Mediafly.
“Statement of Work” or “SOW” means a document ordering any Solution, Customer Materials creation,
customizations or improvements to the Solution (“Customization Services”), or Integration Services. To be effective, a SOW must be incorporated into a signed Order or executed by authorized representatives of both parties. Each executed SOW is incorporated into and governed by this Agreement.
“Third-party Application” means any web-based, mobile, offline, or other software application or related
service owned by a party other than Mediafly and interoperating with a Solution. Customer may obtain access through Mediafly or the applicable third party. Third-party Applications not obtained or provided by Customer will be identified in an Order.
2.1 Provision of Purchased Solutions.
(a) Mediafly will (i) make the Solution available to Customer pursuant to the applicable Order and this Agreement, (ii) support the Solution subject to the terms of the Service Level Agreement (the “SLA”) set forth at www.mediafly.com/legal/sla, and (iii) comply with all applicable laws, rules, and regulations governing Mediafly’s responsibilities under this Agreement. In the event the Parties agree that Mediafly will provide supplemental support, the Parties will complete a Change Request demonstrating the same.
(b) During an applicable term (i) the Solution shall, in all material respects, conform to and operate in accordance with any and all functional specifications set forth in the applicable Order and/or SOW and (ii) Mediafly will not materially decrease the overall security of the Solutions.
(c) For any uncured breach of Subpart (b) to this Section, Customer’s exclusive remedies are set forth in Section 13.3.
2.2 Customization Services. The Parties will enter into a SOW for any Customization Services.
2.3 Protection of Customer Materials. Mediafly will maintain appropriate administrative, physical, and technical
safeguards designed to protect the security, confidentiality, and integrity of Customer Materials and prevent unauthorized access or disclosure, except by Customer or Authorized Users.
3.1 Solutions. Solutions. Mediafly grants Customer a non-exclusive, non-transferable license to access and use the
Solution(s) solely as permitted(the “License”). Such use is limited to (a) using the Solution only in object code and
on such device platforms that are specified in the applicable Order, including by uploading and storing Customer
Materials and allowing the permitted number of Authorized Users to access and use the Solution.
3.2 Customer Responsibilities.
(a) Customer is responsible for (i) any Authorized Users’ compliance with the terms of this Agreement (ii) the accuracy, quality and legality of Customer Materials and the means by which Customer acquired Customer Materials, (iii) its use of Customer Materials with the Solution and (iv) its use of any Third-party Applications in connection with its use of the Solution.
(b) Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of Solution and, notify Mediafly promptly of any such unauthorized access or use, (ii) only use the Solution in accordance with this Agreement and applicable laws and government regulations, and (iii) comply with terms of service of any Third-party Applications with which Customer uses the Solution.
(c) Customer will also appoint a “Customer Administrator” to be a single point of contact for Mediafly and to manage the Customer’s compliance with the terms of this Agreement.
(d) Where an Order identifies a specific data partner that will provide data in support of Customer’s use with of the Solution (the “Data Source”), Customer is responsible, at its own expense, for (i) providing Mediafly with access to the Data Source’s API to provide Mediafly with access the Customer’s data; and (ii) providing its own access to the Internet, either directly or through devices that access Web-based content, and for paying any fees associated with such access.
3.3 Usage Restrictions. Customer will not, unless expressly stated otherwise in an Order, (a) make any Solution available to anyone other than its Authorized Users, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Solution, or include any Solution in an outsourcing offering, (c) use a Solution to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Solution to store or transmit Malicious Code or violate any applicable law, (e) interfere with or disrupt the integrity or performance of any Solution or third-party data contained therein, (f) attempt to gain unauthorized access to any Solution or its related systems or networks, (g) permit direct or indirect access to or use of any Solution in a way that circumvents a contractual usage limit, or use any Solution to access or use any of Mediafly intellectual property except as permitted under this Agreement or an Order, (h) modify, copy, or create derivative works based on a Solution or any part, feature, function or user interface thereof, (i) disassemble, reverse engineer, or decompile a Solution, or (j) remove any proprietary notices or labels on the Mediafly Solutions (including without limitation, any copyright, trademark notices).
3.4 User IDs and Passwords. Mediafly will issue a distinct user ID and password for a designated administrator.
Customer may then create additional user IDs and passwords only for those specific named users for whom Customer has paid the applicable fees. User IDs may not be shared. Customer is responsible for maintaining password confidentiality and for all activity under Customer’s account. Customer will promptly notify Mediafly of
any unauthorized account use or other known security breach.
3.5 Customer Affiliates. Customer may permit its Affiliates to exercise its rights hereunder; provided that (a) such
Affiliates agree to be bound by the terms and conditions of this Agreement as if they were a “Customer” herein (and Customer’s execution of the Order shall be deemed to be on behalf of itself and such Affiliates for this purpose); and (b) all acts and omissions of such Affiliates (for clarity, including such Affiliates’ personnel) shall be deemed to be acts and omissions of Customer and Customer shall be responsible therefor. Customer also agrees to be bound by any further restrictions set forth on the Order.
3.6 Integration Services. Customer authorizes Mediafly to perform Integration Services by extracting data from
third-party sources, sites, and databases and incorporating that data into the Mediafly Solution. Sources may include telephony services, phone dialers, screen-sharing tools, Customer Relationship Management systems, and similar services.
3.7 Beta and Trial Use of Beta Functionality Mediafly may invite Customer to try products or services that are not generally available (“Beta Services”) at no charge. Any Beta Services will be designated as “beta,” “pilot,” “limited release,” “developer preview,” “non-production” or by a similar description. Beta Services are for evaluation only, not production use, may be unsupported or contain errors, and may be subject to additional terms. Beta Services
are not “Services” under this Agreement, and are provided “as is” without warranty. Mediafly may discontinue Beta Services at any time in its sole discretion.
4.1 Fees. Customer will pay all fees and authorized out-of-pocket expenses specified in an Order. Fees are non-
refundable except as expressly provided. If Customer’s usage exceeds the applicable Order, Customer will be billed immediately and will pay for the additional usage under Mediafly’s then-current fees and payment terms unless the Order provides other pricing. Customer remains responsible for all agreed fees for the Order term, regardless
of use.
4.2 Invoicing and Payment. Unless an Order states otherwise, Customer must pay all purchases within thirty (30)
days by valid credit card, ACH, or wire transfer. Customer must provide accurate billing and contact information and promptly update it. Credit card payments are subject to a four percent (4%) processing fee. At the start of each term or renewal term, Mediafly may either charge Customer’s credit card for the Solutions listed in the Order
or invoice Customer as specified in the Order.
4.3 Overdue Charges. If any invoiced amount is not received by Mediafly by the due date, then without limiting
Mediafly’s rights or remedies those charges will accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
4.4 Suspension of Service. If any charge owing by Customer under this Agreement is thirty (30) days or more overdue, Mediafly may, without limiting its other rights and remedies, suspend the availability of the Solution until such amounts are paid in full, provided that Mediafly will give Customer at least ten (10) days’ prior notice that its account is overdue, in accordance with the “Notice” section below for billing notices, before suspending the
Customer’s access to the Solution.
4.5 Payment Disputes. Mediafly will not exercise its rights under the “Overdue Charges” or “Suspension of Service” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
4.6 Taxes. Fees exclude all taxes, (including sales taxes, value added taxes and withholding taxes), levies, duties,
and similar charges assessed in connection with this Agreement, other than taxes based on Mediafly’s net income. Customer is responsible for paying or reimbursing Mediafly for all such taxes.
5.1 Mediafly Property. Except for rights expressly granted in this Agreement, Mediafly retains all rights, title, and
interest, including all copyrights, trademarks, patents, trade secrets, and other intellectual property rights,(collectively, “IP Rights”) in the Solution and related templates, reporting structures, and documentation (“Mediafly IP”). Customer receives no rights in Mediafly IP except as expressly stated. Feedback provided by Customer regarding any Solution is assigned to Mediafly, and Mediafly may use it without restriction or compensation. To the extent Output or Work Product contains Mediafly IP necessary for its use with respect to any Solution. Customer hereby (i) irrevocably waives and assigns to Mediafly any and all rights Customer may have with respect thereto and (ii) acknowledges that Mediafly may utilize, at its sole discretion, such Feedback without notice, restriction or remuneration of any kind to Customer. (c) To the extent any Output or Work Product, as those terms are defined in this Section, contain any Mediafly IP, such that such Output or Work Product will not function without the Mediafly IP or are embedded into or otherwise incorporated into or provided as part of the Output or Work Product, Mediafly grants Customer a perpetual, non-exclusive, non-transferable (except in connection with a sale of Customer’s business or assets), royalty-free, worldwide license to use that Mediafly IP solely with the applicable Output or Work Product.
5.2 Customer Property. As between the parties, Customer retains all intellectual property rights in Customer
Materials and Customer Confidential Information (“Customer IP”). Customer. Without limiting Customer’s
obligations for its Customer Materials, Customer hereby grants Mediafly a limited, royalty-free, fully paid-up, non-
exclusive, worldwide (unless otherwise expressly stated in the applicable Order) right to access, collect, copy,
process, store, and use Customer IP solely to perform Mediafly’s obligations and exercise its rights under this
Agreement and any Order.
5.3 Output of the Solution. Customer obtains all IP Rights in and to the results of Customer’s use of the Solutions (“Output”).
5.4 Results of Professional Services. Unless the Parties expressly agree otherwise in a particular SOW, Customer obtains all IP Rights in and to the deliverables created, developed or reduced to practice by Mediafly in connection with the Professional Services (“Work Product”). To the extent necessary, Mediafly assigns to Customer the entire right, title and interest for the entire world in and to all Work Product.
5.5 Perfection of Customer’s IP Rights. At Customer’s expense, Mediafly will execute documents and take reasonable actions necessary to secure Customer’s IP Rights in Work Product acquired under this Agreement.
6.1 Security. Mediafly will maintain the Mediafly Solution at third-party colocation, hosting, and
telecommunications facilities using commercially reasonable security precautions. Customer acknowledges that no security measure is absolute, and Mediafly does not guarantee the privacy, security, or integrity of Customer Materials or other data transmitted through the Solution.
6.2 No Sensitive Information. Customer acknowledges that the Solution has not been designed to process or
manage Sensitive Information (as defined in the DPA) and accordingly, Customer agrees not to use the Solution to collect, manage, or process Sensitive Information. Mediafly specifically disclaims any liability that may result from Customer’s use of the Solution to collect, process, or manage Sensitive Information.
6.3 The terms of the Mediafly Data Processing Addendum (“DPA”), including the Standard Contractual Clauses as defined and appended therein, which are located at: www.mediafly.com/legal/dpa, are incorporated by reference to this MSA and apply to the processing of personal information within the Solution. The DPA is deemed to be signed by the Customer and Mediafly by agreeing to this MSA.
7.1 Definition of Confidential Information. “Confidential Information” means information disclosed by a party or its Affiliates (the “Disclosing Party”) to the other party or its Affiliates (the “Receiving Party”) under this
Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be understood as confidential. Customer Confidential Information includes Customer Materials. Mediafly Confidential Information includes the Solution. Each party’s Confidential Information includes business and marketing plans, technology and technical information, product plans and designs, business processes, and the terms of this Agreement and all Orders, including pricing. Confidential Information does not include information that (a) becomes public without breach, (b) was known to the Receiving Party without breach before disclosure, (c) is received from a third party without breach, or (d) is independently developed without reference to the Confidential Information.
7.2 Protection of Confidential Information. The Receiving Party will protect the Disclosing Party’s Confidential
Information using at least reasonable care, use it only for purposes within this Agreement, and limit access to personnel and contractors who need it for those purposes and are bound by materially protective confidentiality obligations. Neither party may disclose this Agreement’s terms to third parties other than Affiliates, legal counsel, accountants, or financial advisors without prior written consent, and the disclosing party remains responsible for those recipients’ compliance. Mediafly may disclose Confidential Information to subcontractors as needed to perform its obligations under confidentiality terms materially as protective as those in this Agreement.
7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
7.4 Injunctive Relief. It is expressly agreed that a material breach of this Agreement by the Receiving Party relating to the Confidential Information will result in irreparable harm to the Disclosing Party and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, the Disclosing Party will be entitled to seek an injunction or other equitable remedies without the necessity to post bond in the event of any threatened or actual material breach by the Receiving Party of the terms of this Section 7.
9.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
9.2 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. SOLUTIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MEDIAFLY DOES NOT GUARANTEE THAT CUSTOMER’S USE OF THE SOLUTIONS WILL PRODUCE ANY SPECIFIC RESULTS, FINANCIAL OR OTHERWISE.
10.1 Indemnification by Mediafly. Mediafly will defend, indemnify, and hold harmless Customer and its officers, members, directors, employees, agents, and representatives (“Customer Indemnitees”) from third-party claims and related losses, costs, expenses, liabilities, and reasonable attorneys’ fees (“(collectively, “Losses”) arising from (a) Mediafly’s gross negligence or willful misconduct; (b) personal injury or tangible property damage caused by Mediafly; or (c) alleged infringement or violation by a Mediafly Solution of a patent, copyright, trade secret, or other proprietary right. Mediafly’s (an “Infringement Claim”). Mediafly indemnification obligations for an Infringement Claim are mitigated to the extent that the alleged infringement arises from Customer-provided data or materials, unauthorized use, combinations not provided or approved by Mediafly, failure to implement available updates, or Customer-requested improvements created in accordance with Customer’s detailed instructions.
10.2 Indemnification by Customer. Customer shall defend, indemnify, and hold Mediafly and its officers, members, directors, employees, agents, and representatives (collectively, “Mediafly Indemnitees”) harmless from all Losses arising from any Claim based on or arising out of (a) Customer’s or any Authorized User’s gross negligence or willful misconduct; (b) Customer’s use of any Mediafly Solution; or (c) any allegation that Customer Materials, or Mediafly’s use of them, violate privacy or other rights.
10.3 A party’s indemnification obligations under this Section are mitigated to the extent the claim for which indemnification is sought is caused by the indemnified party
10.4 Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.
10.5 Procedures. The indemnified party will use good faith efforts to notify the indemnifying party promptly after becoming aware of a Claim. Additionally, the indemnifying party, at its own expense, shall be entitled to have sole conduct and control of all legal proceedings in connection with any Claim or the settlement or other compromise thereof for which indemnification is sought hereunder; provided, however, that the indemnifying party shall not, without the indemnified party’s prior written consent, agree to any judgment or enter into any judgment, settlement, or compromise that adversely affects the indemnified party without prior written consent. The indemnified party will provide reasonable assistance at the indemnifying party’s expense and may participate in the defense at its own expense, but may not control or settle the Claim without the indemnifying party’s prior written consent.
11.1 Limitation of Liability. EXCEPT FOR CLAIMS INVOLVING A PARTY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAYABLE BY CUSTOMER UNDER THIS AGREEMENT FOR THE SIX MONTHS BEFORE THE FIRST INCIDENT GIVING RISE TO LIABILITY, OR (B) $10,000. THIS LIMITATION APPLIES WHETHER THE CLAIM IS IN CONTRACT, TORT, OR OTHERWISE, AND DOES NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS.
11.2 Exclusion of Consequential and Related Damages. EXCEPT FOR CLAIMS INVOLVING INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION DOES NOT APPLY WHERE PROHIBITED BY LAW.
12.1 Minimum Coverage. Mediafly shall maintain, at its own expense throughout the term, insurance with companies authorized to do business where services are performed and rated at least A-X by AM Best, including at minimum:
a.) Commercial general liability insurance including product liability (on an occurrence basis for bodily injury, death, property damage, and personal injury), with coverage limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate;
b.) Directors and officers liability insurance, with a limit of not less than $1,000,000;
c.) Umbrella (excess) liability insurance on an occurrence basis, with coverage limits of not less than $1,000,000 per occurrence;
d.) Automobile liability coverage with minimum limits of $1,000,000;
e.) Technology errors & omissions insurance including cyber liability insurance with limits of at least $5,000,000 per claim and $5,000,000 in the aggregate; and
f.) Workers’ compensation, complying with all statutory minimums for those state(s) in which Mediafly performs any of its obligations hereunder and employer liability of not less than $1,000,000.
12.2 Insurance Modifications. Mediafly shall provide thirty (30) days written notice of any cancellation or material reduction in insurance coverage.
12.3 Additional Insured. Customer will be an additional insured on a primary and non-contributory basis, and Mediafly will waive all rights of subrogation against Customer.
13.1 Term of Agreement. This Agreement begins when Customer enters into an Order or SOW and continues until all Services have expired or been terminated.
13.2 Term of Solutions. Each Order term is specified in the applicable Order. Unless an Order states otherwise, each Order automatically renews for the shorter of the expiring term or one year unless either party gives written notice (email acceptable) at least 30 days before the term ends. Upon renewal, Mediafly may increase fees by the greater of 7% or the United States Department of Labor, Bureau of Labor Statistics Consumer Price Index, “all items less food and energy.”
13.3 Termination. Either party may terminate this Agreement, an Order, or an SOW for cause if (a) the other party materially breaches and fails to cure within 30 days after written notice, or (b) the other party becomes subject to bankruptcy, insolvency, receivership, liquidation, or assignment for the benefit of creditors proceedings. If Customer terminates for Mediafly’s cause, Mediafly will refund prepaid fees pro rata for the unused portion of the applicable term. Termination does not relieve Customer of payment obligations incurred before the termination date.
13.4 Consequences of Termination. Upon expiration or termination of this Agreement for any reason, (a) all rights to access and use the Solutions terminate immediately, and (b) Mediafly will cease providing ancillary services under this Agreement.
13.5 Return of Customer Files. Upon Customer’s request within ninety (90) days after termination of this Agreement or any Order, Mediafly will make available for download Customer Materials and Output stored on Mediafly’s servers (“Customer Files”) in CSV format, with attachments and eLearning files in their native format. After that period, Mediafly has no obligation to maintain or provide Customer Files and may delete them unless legally prohibited.
13.6 Survival. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Termination,” “Survival,” and “General Provisions” survive termination or expiration of this Agreement.
Customer’s use of any AI Tool within the Solution shall be governed by the AI Terms located at https://www.mediafly.com/legal/aiterms In the event of any conflict between the AI Terms and this Agreement, the AI Terms will supersede this Agreement to the extent of the conflict.
15.1 Export Compliance. The Solution and related derivatives may be subject to U.S. and other export laws. Each party represents that it is not on any U.S. government denied-party list. Customer will not permit any Authorized User to access or use any Solution in a U.S.-embargoed country or region or in violation of U.S. export law.
15.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other party’s employee or agent in connection with this Agreement. Reasonable gifts and entertainment in the ordinary course of business do not violate this restriction.
15.3 Entire Agreement. This Agreement, together with all Exhibits, SOWs, and Orders, constitutes the parties’ entire agreement regarding its subject matter and supersedes all prior related representations, agreements, negotiations, and discussions. Exhibits, SOWs, and Orders are incorporated into this Agreement, and capitalized terms used in them have the meanings given in this Agreement unless otherwise stated. Neither party relies on any warranty, representation, assurance, or inducement not expressly stated in this Agreement.
15.4 Relationship of the Parties. The parties are independent contractors. Except as expressly set forth herein, this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
15.5 Third-party Beneficiaries. There are no third-party beneficiaries under this Agreement.
15.6 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
15.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
15.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to any Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
15.9 Publicity. Mediafly may use Customer’s name and logo as part of a list of customers and may refer to Customer as a user of its Solution in its advertising and marketing activities. Each party shall obtain the other party’s permission prior to using the other party’s name, logos, or other trademarks for any other marketing or promotional purposes. The Parties agree that any press release or other public comments issued by either party relating to this Agreement (including, without limitation, any dispute under this Agreement) or Customer’s use of the Solution will be prepared jointly between Mediafly and Customer and will be issued only upon mutual agreement of the Parties.
15.10 Notices. The Customer should direct notices under this Agreement to Mediafly Inc. P.O. Box #25102 Chicago, IL 60625 and by email to: legal@mediafly.com. Mediafly will send billing notices to Customer’s designated billing contact and other notices to the most recent email address on file. Unless otherwise stated, notices must be in writing, may be delivered by email, hand, or nationally recognized courier, and are effective upon receipt.
15.11 Governing Law, and Venue. This Agreement is governed by Illinois law, without regard to conflicts-of-law principles. Each party consents to the exclusive jurisdiction of state or federal courts located in Illinois and waives objections based on venue or forum non conveniens.
15.12 Agreement to Governing Law and Jurisdiction. Each party agrees to the governing law and exclusive jurisdiction stated above.
15.13 Attorneys’ Fees. In any dispute arising out of or related to this Agreement, the prevailing party may recover its reasonable attorneys’ fees and costs.
Archived Master Services Agreements.