1. Your Agreement with LONG TAIL MEDIA.
1.1 Choice of Law. Your relationship with LONG TAIL MEDIA, LLC a Washington Limited Liability Company located and doing business solely within the United States, shall be governed by the laws of the State of Washington.
1.3 Some Services may also be subject to additional or different terms (the “Additional Terms”). Without limitation, the Additional Terms for the following Services are hereby incorporated into the General Terms by reference:
LONG TAIL MEDIA SOFTWARE END USER LICENSE AGREEMENT
1.4 If there is any conflict between the General Terms and the Additional Terms, then the Additional Terms take precedence in relation to that Service. The General Terms and any applicable Additional Terms and all other documents incorporated by reference in these General Terms are referred to as the “Terms”.
1.5 LONG TAIL MEDIA may change the Terms at its sole discretion. If we change the Terms, then we will make a new copy available at http://www.longtailpro.com/terms-and-conditions/. Your use of the Services is subject to the most current version of the Terms at the time of such use.
Unless otherwise defined, capitalized terms used throughout these General Terms have the meanings stated below:
2.1 “Account Information” means the information you provide to LONG TAIL MEDIA when you register for a service, including your LONG TAIL MEDIA ID and log-in information.
2.2 “LONG TAIL MEDIA Materials” means any Materials provided by LONG TAIL MEDIA under these Terms.
2.3 “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, and any other intellectual and proprietary rights.
2.4 “Law” means any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction, such as any laws regarding the export of data or software to and from the United States or other applicable countries.
2.5 “Marks” means the trademarks, logos and service marks displayed on the Services whether officially registered or not.
2.6 “Materials” means any materials provided by you or LONG TAIL MEDIA, including without limitation any (a) User Material; (b) information, data, documents, images, photographs, graphics, audio, videos, or webcasts, (c) products, and (d) Software.
2.7 “Shared Material” means the User Material that you or other Users share through the Services.
2.8 “Share” means to email, post, transmit, upload, or otherwise make available through your use of the Services.
2.9 “Software” means LONG TAIL MEDIA software code and associated documentation, including without limitation any mobile and tablet applications related to the Services, content files, drivers, patches, or fonts.
2.10 “User” means a user of the Service.
3. Acceptance of Terms.
3.1 You may not use the Services if you do not agree to the Terms. You may accept the Terms (a) by selecting “I agree” to these Terms, (b) by using the Services in any way, such as downloading or uploading any Materials made available via the Services by LONG TAIL MEDIA, you, or other Users, or (c) by merely browsing the Services.
3.2 You may not use the Services if (a) you are prohibited by Law from receiving or using the Services, (b) you are not fully able and competent to enter into a binding contract with LONG TAIL MEDIA, such as if you are not of legal age or have not obtained parental consent. In particular, unless expressly stated otherwise in the Additional Terms for any given Service, you affirm that you are over the age of 18 and acknowledge that these Services were not intended for children under 18.
3.3 LONG TAIL MEDIA may require you to provide consent to the updated Terms before further use of the Services is permitted. Otherwise, your continual use of any Service constitutes your acceptance of the changes.
5.1 Services and LONG TAIL MEDIA Materials. The Services and LONG TAIL MEDIA Materials, and their selection and arrangement, are protected by Intellectual Property Rights. Except as expressly provided in the Terms, LONG TAIL MEDIA does not grant any express or implied rights to use the Services and Materials. All rights, title, and interest in the Service and LONG TAIL MEDIA Materials, in all languages, formats, and media throughout the world, are and will continue to be the exclusive property of LONG TAIL MEDIA and nothing in the Terms shall be construed to confer any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to you or any third party.
5.2 Trademarks. The Marks are the property of LONG TAIL MEDIA. You are not permitted to use the Marks without the prior consent of LONG TAIL MEDIA. LONG TAIL MEDIA and the LONG TAIL MEDIA logo are trademarks of LONG TAIL MEDIA.
6. Use of Service and Materials.
6.1 If you comply with the terms and conditions of this Agreement, LONG TAIL MEDIA grants to you a non-exclusive, non-transferable, revocable right to access and use the Services, to Share Your Materials to the Service, and to use the LONG TAIL MEDIA Materials in connection with the Services, subject to the restrictions stated in this Section.
6.2 Except with respect to Your Material, you agree:
(a) Not to alter, copy, modify, or re-transmit the Materials;
(b) Not to lease, license, rent, or sell the Materials or the right to use and access the Services;
(c) Not to remove, obscure, or alter any text or proprietary notices contained in Materials;
(d) Not to copy or imitate part or all of the design, layout, or look-and-feel of the Service, which are protected by Intellectual Property Rights;
(e) To use the Services and the Materials only as permitted by the Terms and any Law; and
(f) That certain Services and Materials may be available only if you have paid a fee or have provided certain Account Information.
6.3 LONG TAIL MEDIA uses reasonable efforts to make the Services available 24 hours a day, 7 days a week. However, there will be occasions when the Service will be interrupted for maintenance, upgrades and repairs, or as a result of failure of telecommunications links and equipment that are beyond our control. LONG TAIL MEDIA will take reasonable steps to minimize such disruption, to the extent it is within our reasonable control. However, LONG TAIL MEDIA will not be liable for any unavailability of service or any damage resulting directly or consequently therefrom.
6.4 LONG TAIL MEDIA may modify or discontinue, temporarily or permanently, the Services or Materials, or any portion thereof, with or without notice. You agree that LONG TAIL MEDIA shall not be liable to you or anyone else if we do so.
6.5 Payment Terms.
(a) Subscription Fees. Certain Services require you to purchase a subscription or membership in order to access all or part of such Services. Subscription Fees are non-refundable, except as otherwise stated in specific subscription terms applicable to a Service. Subscription Fees may change at the end of your subscription period. Subscription terms are available at http://www.longtailpro.com/terms-and-conditions/.
(b) You are responsible for paying all taxes levied in connection with your use of the Services. Your credit card company or bank may impose on you other fees, such as foreign exchange fees, in connection with your payment of the Subscription Fees,. Your ability to access the Services may require payment of third-party fees (such as telephone toll charges, mobile carrier fees, ISP, data plan, etc.). LONG TAIL MEDIA has no connection to or responsibility for such fees.
(c) Collection of Subscription Fee. You agree that, in the event LONG TAIL MEDIA is unable to collect the Subscription Fees owed by you to LONG TAIL MEDIA for the Services, LONG TAIL MEDIA may take the steps it deems necessary to collect such Subscription Fees from you and that you will be responsible for all costs and expenses incurred by LONG TAIL MEDIA in connection with such collection activity, including reasonable collection company fees and costs, and reasonable attorney fees and costs.
7. Account Information.
7.1 You agree that your Account Information will always be complete, accurate, and up-to-date. It is your responsibility to keep your account password or log-in credentials confidential at all times and you are solely responsible to LONG TAIL MEDIA for all activity that occurs via your Account. If you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to notify LONG TAIL MEDIA by contacting Support at http://www.longtailpro.com/support/. LONG TAIL MEDIA may require that you change your Account Information or certain parts of your Account Information at any time for any reason. Unless LONG TAIL MEDIA expressly allows you the right to create and manage LONG TAIL MEDIA IDs as an account administrator for a company or unless expressly permitted in the Additional Terms, you may not use another person’s Account Information.
8. User Conduct.
8.1 You agree not to access or attempt to access the Services by any means other than the interface provided by LONG TAIL MEDIA or circumvent any access or use restrictions put into place to prevent certain uses of the Services.
8.2 You agree not to use, or to encourage or permit others to use, the Services to:
(a) Share any Material that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, pornographic, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
(b) Stalk, intimidate, and/or harass another;
(c) Incite others to commit violence;
(d) Harm minors in any way;
(e) Share any Material that you do not have a right to Share under any Law or contractual or fiduciary relationship;
(f) Share any Material that infringes any Intellectual Property Right or other proprietary right of any party;
(g) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(h) Forge headers or otherwise manipulate identifiers to disguise the origin of any of Materials posted on or transmitted through the Services;
(i) Use the Services or Materials such that it will mislead a User into believing that they are interacting directly with LONG TAIL MEDIA or any Service;
(J) Use any LONG TAIL MEDIA domain name as a pseudonymous return email address;
(k) Share any Material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
(l) Access or attempt to access any Material that you are not authorized to access or through any means not intentionally made available through the Services;
(m) Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Services or any Materials, use of any Service or Materials, or access to any Service or Materials;
(n) Use any data mining, robots, or similar data gathering and extraction methods in connection with the Services or Materials;
(o) Defraud, defame, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
(p) Collect or store data about other users in connection with the prohibited conduct and activities set forth in this Section 8.2; or
(q) Engage in other similar conduct that harms, damages, or impairs the rights and interests of LONG TAIL MEDIA.
9. Your Material.
9.1 Storage. LONG TAIL MEDIA may provide online storage for Your Material, subject to Section 9.2 below and any Additional Terms that may further define the scope of such storage. Unless otherwise stated in Additional Terms or a separate written agreement between you and LONG TAIL MEDIA, LONG TAIL MEDIA has (a) no obligation to store Your Material and (b) no responsibility or liability for the deletion or accuracy of any Materials, including Your Material, the failure to store, transmit, or receive transmission of Materials, or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. 9.2 You agree that LONG TAIL MEDIA retains the right to create reasonable limits on the use of the Materials, including Your Material, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by LONG TAIL MEDIA in its sole discretion. LONG TAIL MEDIA may require you to delete Your Material until you are within the storage space limit associated with your account.
9.3 You agree that you, not LONG TAIL MEDIA, are entirely responsible for all of Your Material that you Share, whether publicly posted or privately transmitted. You assume all risks associated with use of Your Material, including any reliance on its accuracy, completeness, or usefulness.
9.4 You acknowledge and agree that although LONG TAIL MEDIA endeavors to provide security measures to protect Your Material (including Your Shared Material that you Shared privately), LONG TAIL MEDIA is not liable for any damages resulting for the disclosure of Your Material.
10. Shared Material.
10.1 User Material, including Private Health Information, shared using the Services will be protected using generally accepted industry practices for secure remote storage, use, and access. Additional Terms may apply to the remote storage, use, and access depending upon the Services utilized.
10.2 In general, even though we might delete an account you hold with us, we may continue to retain information regarding your past actions.
10.3 You acknowledge and agree that LONG TAIL MEDIA shall have the right but not the obligation to keep archived or “backup” copies of Your Material or use Your Material pursuant to Section 15 (Investigations).
11. Use of Software.
11.1 Software made available via the Services or through third-party marketplaces or stores is governed by the terms of the applicable Additional Terms or the license agreement referenced in the Software. If there is any conflict between these Terms and the license agreement provided with such Software, then the license agreement shall take precedence in relation to that Software. If the Software is a pre-release or beta version, then you are not permitted to rely on the Software for any commercial or production purposes, notwithstanding anything to the contrary included within an accompanying license agreement. You specifically acknowledge that use of pre-release or beta versions of the Software is for testing purposes and may result in delays or malfunction. LONG TAIL MEDIA will not be held responsible for such delays, malfunctions or other problems that may arise, or the consequences arising out of such use.
11.2 LONG TAIL MEDIA may provide mobile and tablet applications through third parties that interact with the Service and LONG TAIL MEDIA products. You are responsible for obtaining and maintaining any equipment or ancillary services needed to access mobile and tablet applications and you are responsible for all applicable taxes and fees incurred while accessing such applications (such as fees from your mobile carrier, overage charges, etc.)
11.3 If no license agreement accompanies the Software that is available for download, the download and use of such Software will be governed by the terms of this Section 11.3. LONG TAIL MEDIA grants you a personal, worldwide, revocable, limited, non-transferable, non-sublicensable, non-assignable, nonexclusive license to use the Software in the manner permitted by the Terms. For clarification, you shall not distribute, lease, rent, sell, or sublicense the Software. You agree that you will not decompile, reverse engineer, or otherwise attempt to discover the source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of the jurisdiction where you are located give you the right to do so to obtain information necessary to render the Software interoperable with other software, provided, however, that you must first request the information from LONG TAIL MEDIA and LONG TAIL MEDIA may, in its discretion, either provide such information to you or impose reasonable conditions, including reasonable fees, on use of the Software to ensure that LONG TAIL MEDIA’s Intellectual Property Rights in the Software are protected. You may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. For clarity, your use of the Software is also subject to the disclaimers and limitations in Sections 13 and 14 below.
11.4 The Software may automatically download and install updates from LONG TAIL MEDIA. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules, and completely new versions. You agree to receive such updates (and permit LONG TAIL MEDIA to deliver these to you with or without your knowledge) as part of your use of the Services.
12. Your Warranty, Indemnification Obligation, and Waiver.
12.1 You represent and warrant that you have the legal right to all Material provided by you as part of your use of the Services.
12.2 You agree to indemnify and hold LONG TAIL MEDIA and its subsidiaries, affiliates, officers, agents, employees, assigns, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Your Material, your use of the Services or Materials, your connection to the Services or Materials, your use and access of personal information of other Users, the actions of any member of your group, your access to or use of Sites or the Linked Sites and your connections therewith, any claim that Your Material caused damage to someone else, any dealings between you and anyone else using Services or Materials, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights, right of privacy, or rights under HIPPA.
13. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
13.1 THE SITE, SERVICES, AND MATERIALS ARE PROVIDED BY LONG TAIL MEDIA “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, LONG TAIL MEDIA AND ITS LICENSORS MAKE NO WARRANTY THAT (a) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES, OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (c) THE QUALITY OF THE SITE, SERVICES, OR MATERIALS WILL MEET YOUR EXPECTATIONS; OR THAT (d) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES, OR MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LONG TAIL MEDIA OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
13.2 LONG TAIL MEDIA SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SERVICES AND YOUR USE OF MATERIALS. ANY MATERIAL DOWNLOADED, MADE AVAILABLE, OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. LONG TAIL MEDIA ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SERVICES.
13.3 LONG TAIL MEDIA DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES. LONG TAIL MEDIA MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
13.5 LONG TAIL MEDIA WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.
13.6 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. Limitation of Liability.
14.1 IN NO EVENT SHALL LONG TAIL MEDIA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, MEMBORS OR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF LONG TAIL MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SITE, SERVICES OR MATERIALS. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE LONG TAIL MEDIA’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LONG TAIL MEDIA OR ITS EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.
14.3 THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 14 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
15.1 LONG TAIL MEDIA, in its sole discretion, may (but has no obligation to) monitor or review the Services and Materials at any time. Without limiting the foregoing, LONG TAIL MEDIA shall have the right, in its sole discretion, to remove any of Your Material for any reason (or no reason), including if it violates the Terms or any Law.
15.2 Although LONG TAIL MEDIA does not generally monitor User activity occurring in connection with the Services or Materials, if LONG TAIL MEDIA becomes aware of any possible violations by you of any provision of the Terms, LONG TAIL MEDIA reserves the right to investigate such violations, and LONG TAIL MEDIA may, at its sole discretion, immediately terminate your rights hereunder, including your right to use the Services or Materials, or change, alter, or remove Your Material or Account Information, in whole or in part, without prior notice to you. If, as a result of such investigation, LONG TAIL MEDIA believes that criminal activity has occurred, LONG TAIL MEDIA reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable Law, LONG TAIL MEDIA is entitled to retain and/or disclose any information or Materials, including Your Material or Account Information (or elements thereof), in LONG TAIL MEDIA’s possession in connection with your use of the Services to (a) comply with applicable Law, legal process, or governmental request; (b) enforce the Terms; (c) respond to any claims that Your Material violates the Terms or rights of third parties; (d) respond to your requests for customer services; or (e) protect the rights, property or personal safety of LONG TAIL MEDIA, its Users, or third parties, including the public at large, as LONG TAIL MEDIA in its sole discretion believes to be necessary or appropriate.
You have no obligation to provide LONG TAIL MEDIA with ideas, suggestions or proposals (“Feedback”). However, if you submit Feedback to LONG TAIL MEDIA, we may use it for any purpose without compensation to you.
17. Links to Other Sites.
The Services and Materials may include links that will take you websites or services not operated by LONG TAIL MEDIA. Whether the link was provided by LONG TAIL MEDIA as a courtesy, or whether it was posted by a User, LONG TAIL MEDIA has no control over non-LONG TAIL MEDIA websites or services. You agree that we are not responsible for the availability or contents of any website or service we do not operate.
18.1 Termination by You.
(a) As either an individual user or a group administrator for a Service, You may stop using the Service at any time. To terminate your Service account contact Support at http://www.longtailpro.com/support/. Any fees paid by you prior to your termination are not refundable. Termination of your account shall not relieve you of any obligation to pay any accrued fees or charges or fulfill payment under any subscription term for the full remainder of the then current term.
18.2 Termination by LONG TAIL MEDIA. Subject to Additional Terms for certain Services and any associated subscription terms and conditions, LONG TAIL MEDIA may at any time terminate our agreement with you (or any individual Additional Terms) if:
(a) You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
(b) LONG TAIL MEDIA is required to do so by Law (for example, where the provision of the Services or Materials to you is, or becomes, unlawful);
(c) The provision of the Services to you by LONG TAIL MEDIA is, in LONG TAIL MEDIA’s opinion, no longer commercially viable;
(d) LONG TAIL MEDIA has elected to discontinue the Services or Materials (or any part thereof); or
(e) There has been an extended period of inactivity in your account.
18.3 Termination or Suspension of Services. LONG TAIL MEDIA may also terminate or suspend all or a portion of your account and/or access to the Services for any reason (subject to Additional Terms for certain Services). Except as may be set forth in any Additional Terms applicable to a particular Service, termination of your account may include: (a) removal of access to all offerings within the Services; (b) deletion of Your Material and Account Information, including your personal information, log-in ID and password, and all related information, files, and Materials associated with or inside your account (or any part thereof); and (c) barring of further use of the Services.
18.4 You agree that all terminations for cause shall be made in LONG TAIL MEDIA’s sole discretion and that LONG TAIL MEDIA shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Services and Materials, including Your Material.
18.5 Upon expiration or termination of the Terms, you shall promptly discontinue use of the Services and Materials. However, any perpetual licenses you have granted, any of your indemnification obligations hereunder, any of LONG TAIL MEDIA’s disclaimers or limitations of damages of liabilities hereunder, will survive any termination or expiration of the Terms.
18.6 Upon termination of your use of the Service by you or by LONG TAIL MEDIA for any other reason other than for cause, LONG TAIL MEDIA will make reasonable effort to notify you at least thirty (30) days prior to termination, at the email address you provide LONG TAIL MEDIA as part of your registration, with instructions on how to retrieve Your Material prior to such termination.
18.8 Except as otherwise stated in any Additional Terms and applicable subscription terms, in the event of termination by LONG TAIL MEDIA for reasons other than breach of these Terms, LONG TAIL MEDIA will provide notice pursuant to the General Terms and will provide you with a pro rata refund for the prepaid and unused portion of the Service.
19. Resolution of Disputes.
19.1 Venue. You agree that any claim or dispute you may have against LONG TAIL MEDIA must be resolved by a court located in Benton County, Washington, United States except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of said courts. You agree that prior to filing any legal action against LONG TAIL MEDIA you will first meet with a representative of LONG TAIL MEDIA in person or by phone conference and mutually seek a good faith resolution of the dispute. ARBITRATION MAY BE REQUIRED BY ADDITIONAL TERMS OF SERVICES YOU USE.
19.2 Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or Materials in violation of the Terms you agree that LONG TAIL MEDIA shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
20.1 Notice to LONG TAIL MEDIA. Any notice provided to LONG TAIL MEDIA pursuant to the Terms should be sent through the online support page athttp://www.longtailpro.com/support/ or by U.S. mail to:
Attention: Customer Support/NOTICE
Long Tail Media, LLC
1401 Canyon Ave, Richland, WA 99352
2 Notice to You. LONG TAIL MEDIA may provide you with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on or within the Services, or other reasonable means now known or hereafter developed.
20.3 Entire Agreement. The Terms constitute the entire agreement between LONG TAIL MEDIA and you with respect to your access to or use of the Services and Materials and supersede any prior agreements between you and LONG TAIL MEDIA on such subject matter.
20.4 Non-Assignment. You may not assign or otherwise transfer the Terms, or any right granted hereunder, without LONG TAIL MEDIA’s written consent. LONG TAIL MEDIA’s rights under the Terms are transferable by LONG TAIL MEDIA.
20.5 Severability. If for any reason a court of competent jurisdiction finds any provision of the Terms, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
20.6 Waiver. Any failure by LONG TAIL MEDIA to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.
20.7 You are solely responsible for your familiarity and compliance with any laws that may prohibit you from participating in or using any part of the Services.
20.8 IF YOU DO NOT AGREE WITH THE TERMS DO NOT US THE WEBSITE OR SOFTWARE OFFERED BY LONG TAIL MEDIA, LLC.