Terms of Use

These Terms of Use (or "Terms") govern your use of MediaKoi, except where we expressly state that separate terms (and not these) apply, and provide information about the MediaKoi Service (the "Service"), outlined below. When you create a MediaKoi account or use MediaKoi, you agree to these terms.

The MediaKoi Service is one of the MediaKoi Products, provided to you by MediaKoi, LLC. These Terms of Use therefore constitute an agreement between you and MediaKoi, LLC.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.

The MediaKoi Service

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, revocable license to use the Service for use only and as permitted by the features of the Service. MediaKoi reserves all rights not expressly granted herein in the Service and the MediaKoi Content (as defined below). MediaKoi may terminate this license at any time for any reason or no reason.

Certain features of the Service may be made available only to paid subscribers ("Paid Features"). If you purchase access to certain paid features, then you will generally retain access to such paid features for so long as your account is active or for such shorter time as communicated to you at the time of purchase (e.g., if you purchase the "Publish & Track" service that expires after a limited period of time). However, we, in our sole discretion, may decide to remove such paid features from the Service or decide not to support such paid features any longer, in which case we will use commercially reasonable efforts to notify you in advance that you may no longer have access to such paid features. Non-paying users, including but not limited to former users, do not and will not have access to paid features unless and until they become paid users. Paid features are tied to your MediaKoi account, Apple ID, Google ID, Facebook ID, or other unique identifier we may choose in our sole discretion, however, some of these paid features may be used on multiple devices subject to restrictions.

The foregoing license grant is not a sale of all or any portion of the Service, including but not limited to any paid features, and MediaKoi or its third-party partners or suppliers, as applicable, retain all right, title, and interest in and to the Service, including but not limited to any paid features (and any copy thereof).

The Data Policy

Providing our Service requires collecting and using your information. The Data Policy explains how we collect, use, and share information with MediaKoi. You must agree to the Data Policy to use MediaKoi.

Your Commitments

In return for our commitment to provide the Service, we require you to make the below commitments to us.

Who Can Use MediaKoi. We want our Service to be as open and inclusive as possible, but we also want it to be safe, secure, and in accordance with the law. So, we need you to commit to a few restrictions in order to use the Service.

• You must be at least 13 years old.
• You must not be prohibited from receiving any aspect of our Service under applicable laws or engaging in payments related Services if you are on an applicable denied party listing.
• We must not have previously disabled your account for violation of law or any of our policies.

How You Can't Use MediaKoi. Providing a safe Service for a broad community requires that we all do our part.

• You can't impersonate others or provide inaccurate information.
  You don't have to disclose your identity on MediaKoi, but you must provide us with accurate and up-to-date information (including registration information), which may include providing personal data. Also, you may not impersonate someone or something you aren't, and you can't create an account for someone else unless you have their express permission.
• You can't do anything unlawful, misleading, or fraudulent or for an illegal or unauthorized purpose.
• You can't violate (or help or encourage others to violate) these Terms or our policies.
• You can't do anything to interfere with or impair the intended operation of the Service.
• You can't attempt to create accounts or access or collect information in unauthorized ways.
  This includes creating accounts or collecting information in an automated way without our express permission.
• You can't sell, license, or purchase any account or data obtained from us or our Service.
  This includes attempts to buy, sell, or transfer any aspect of your account (including your username); solicit, collect, or use login credentials of other users; or request or collect MediaKoi usernames, passwords, or misappropriate access tokens.
• You can't post someone else's private or confidential information without permission or do anything that violates someone else's rights, including intellectual property rights (e.g., copyright infringement, trademark infringement, counterfeit, or pirated goods).
• You can't modify, translate, create derivative works of, or reverse engineer our products or their components.

Permissions You Give to Us. As part of our agreement, you also give us permissions that we need to provide the Service.

• We do not claim ownership of your content, but you grant us a license to use it. Nothing is changing about your rights in your content. We do not claim ownership of your content that you post on or through the Service and you are free to share your content with anyone else, wherever you want. However, we need certain legal permissions from you (known as a "license") to provide the Service. When you share, or upload content that is covered by intellectual property rights (like photos or videos) on or in connection with our Service, you hereby grant to us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content (consistent with your privacy and application settings). This license will end when your content is deleted from our systems. You can delete content individually or all at once by deleting your account. To learn more about how we use information, and how to control or delete your content, review the Data Policy.
• Permission to use your username, and information about your campaigns, relationships and actions with accounts. You give us permission to show your username and information about your actions or relationships next to or in connection with accounts, offers, and other sponsored content, without any compensation to you.
• You agree that we can download and install updates to the Service on your device.

Additional Rights We Retain

• If you use content covered by intellectual property rights that we have and make available in our Service (for example, images, designs, videos, or sounds we provide that you add to content you create or share), we retain all rights to our content (but not yours).
• You can only use our intellectual property and trademarks or similar marks with our prior written permission.

Content Removal and Disabling or Terminating Your Account

• We can remove any content or information you share on the Service if we believe that it violates these Terms of Use, our policies, or we are permitted or required to do so by law. We can refuse to provide or stop providing all or part of the Service to you (including terminating or disabling your access to the MediaKoi Products and MediaKoi Company Products) immediately to protect our services, or if you create risk or legal exposure for us, violate these Terms of Use or our policies, if you repeatedly infringe other people's intellectual property rights, or where we are permitted or required to do so by law. We can also terminate or change the Service, remove or block content or information shared on our Service, or stop providing all or part of the Service if we determine that doing so is reasonably necessary to avoid or mitigate adverse legal or regulatory impacts on us. If you believe your account has been terminated in error, or you want to disable or permanently delete your account, contact us at [email protected]. When you request to delete content or your account, the deletion process will begin no more than 30 days after your request. It may take up to 90 days to delete content after the deletion process begins. While the deletion process for such content is being undertaken, the content is no longer visible to other users, but remains subject to these Terms of Use and our Data Policy. After the content is deleted, it may take us up to another 90 days to remove it from backups and disaster recovery systems.
• Content will not be deleted within 90 days of the account deletion or content deletion process beginning in the following situations:
• where your content has been used by others in accordance with this license, and they have not deleted it (in which case this license will continue to apply until that content is deleted); or
• where deletion within 90 days is not possible due to technical limitations of our systems, in which case, we will complete the deletion as soon as technically feasible; or
• where deletion would restrict our ability to:
• investigate or identify illegal activity or violations of our terms and policies (for example, to identify or investigate misuse of our products or systems);
• protect the safety and security of our products, systems, and users;
• comply with a legal obligation, such as the preservation of evidence; or
• comply with a request of a judicial or administrative authority, law enforcement, or a government agency;
• in which case, the content will be retained for no longer than is necessary for the purposes for which it has been retained (the exact duration will vary on a case-by-case basis).
• If we delete or disable your account, these Terms shall terminate as an agreement between you and us, but this section and the section below called "Our Agreement and What Happens if We Disagree" will still apply even after your account is terminated, disabled, or deleted.

Our Agreement and What Happens if We Disagree
Our Agreement.

• If any aspect of this agreement is unenforceable, the rest will remain in effect.
• Any amendment or waiver to our agreement must be in writing and signed by us. If we fail to enforce any aspect of this agreement, it will not be a waiver.
• We reserve all rights not expressly granted to you.

Who Has Rights Under this Agreement.

• Our past, present, and future affiliates and agents, including MediaKoi, LLC, can invoke our rights under this agreement in the event they become involved in a dispute. Otherwise, this agreement does not give rights to any third parties.
• You cannot transfer your rights or obligations under this agreement without our consent.
• Our rights and obligations can be assigned to others. For example, this could occur if our ownership changes (as in a merger, acquisition, or sale of assets) or by law.

Who Is Responsible if Something Happens.

• Our Service is provided "as is," and we can't guarantee it will be safe and secure or will work perfectly all the time. TO THE EXTENT PERMITTED BY LAW, WE ALSO DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
• We also don't control what people and others do or say, and we aren't responsible for their (or your) actions or conduct (whether online or offline) or content (including unlawful or objectionable content). We also aren't responsible for services and features offered by other people or companies, even if you access them through our Service.
• Our responsibility for anything that happens on the Service (also called "liability") is limited as much as the law will allow. If there is an issue with our Service, we can't know what all the possible impacts might be. You agree that we won't be responsible ("liable") for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms, even if we know they are possible. This includes when we delete your content, information, or account. Our aggregate liability arising out of or relating to these Terms will not exceed the greater of $100 or the amount you have paid us in the past twelve months.
• You agree to defend (at our request), indemnify and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with these Terms or your use of the Service. You will cooperate as required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.

How We Will Handle Disputes.

• Except as provided below, you and we agree that any cause of action, legal claim, or dispute between you and us arising out of or related to these Terms or MediaKoi ("claim(s)") must be resolved by arbitration on an individual basis. Class actions and class arbitrations are not permitted; you and we may bring a claim only on your own behalf and cannot seek relief that would affect other MediaKoi users.

Arbitration Procedures.

The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim arising out of or relating to these Terms shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures in front of one arbitrator. If there is a conflict between JAMS Rules and the rules set forth in these Terms, the rules set forth in this Terms will govern. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at https://www.jamsadr.com or 1-800-352-5267. To initiate arbitration, you or MediaKoi must do the following things:

• Write a demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a demand for Arbitration at https://www.jamsadr.com.
• Send three copies of the demand for Arbitration, plus the appropriate filing fee to: JAMS to your local JAMS office or to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111
• Send one copy of the demand for Arbitration to the other party.

Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If travelling to Los Angeles is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees). Arbitration under this agreement shall be held in the United States in Los Angeles, CA under California law without regard to its conflict of laws provisions. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of the Arbitrator.

The arbitrator will decide the rights and liabilities, if any, of you and MediaKoi, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and MediaKoi.

Unsolicited Material.

We always appreciate feedback or other suggestions, but may use them without any restrictions or obligation to compensate you for them, and are under no obligation to keep them confidential.

Updating These Terms

We reserve the right, at any time in our sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, without prior notice. You agree that we may notify you of any updated Terms and any applicable Additional Terms by posting them on the Service so that they are accessible via a link from the home page, and/or to e-mail you to the last e-mail address you provided to us. All such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. If you object to any such changes, your sole recourse is to cease using the Service.

Date of last revision: December 12, 2024