Propel Media Terms Of Use

SECTION 1: GENERAL INFORMATION; ACCEPTANCE OF TERMS

Welcome to PropelMedia.com (the “Site”). We are glad you have decided to join our digital media platform community and look forward to your involvement with the Site. Before you begin using our Site or delve into the services and content available on our Site, please take a moment to review these “Terms of Use”, which represent an agreement between you and Propel Media, Inc. (“Propel Media”, also referred to in these Terms of Use as “we”, “us”, or “our”).

BY USING THE SITE, YOU SIGNIFY YOUR AGREEMENT TO THESE TERMS OF USE, INCLUDING OUR USE OF YOUR INFORMATION AS PROVIDED BELOW AND IN THE PROPEL MEDIA PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS OF USE, INCLUDING OUR USE OF YOUR INFORMATION, YOU SHOULD IMMEDIATELY CEASE YOUR ACCESS AND USE OF THE SITE.

You have a right to understand the way Propel Media collects and uses information provided by you or your computer to the Site. You should read our Propel Media Privacy Policy before using the Site or contacting us through the Site. The Propel Media Privacy Policy is incorporated into these Terms of Use and applies to your access to and use of the Site.

PLEASE KNOW THAT PROPEL MEDIA MAY AMEND THESE TERMS OF USE AND THE PROPEL MEDIA PRIVACY POLICY AT ANY TIME. UPDATED TERMS OF USE WILL BE POSTED ON THIS SITE UNDER THE TAB “TERMS OF USE”; THE UPDATED PRIVACY POLICY WILL BE POSTED UNDER THE TAB “PRIVACY POLICY.” IF YOU CONTINUE TO USE THE SITE AFTER AN AMENDMENT IS POSTED ON THIS SITE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THAT AMENDMENT. THEREFORE, YOU SHOULD REVIEW THESE TERMS OF USE AND OUR PRIVACY POLICY EACH TIME YOU USE THE SITE. YOU CAN TELL WHEN THESE TERMS OF USE OR THE PRIVACY POLICY HAS BEEN UPDATED BY CHECKING THE DATE AT THE BOTTOM OF SUCH PAGE. WE ALSO ENCOURAGE YOU TO PRINT OUT A COPY OF THESE TERMS OF USE AND PRIVACY POLICY FOR REVIEW AND REFERENCE.

If any practice covered by these Terms of Use or the Privacy Policy is prohibited by the law of any jurisdiction, it is automatically void and unenforceable.

SECTION 2: ELIGIBILITY TO USE THE SITE

2.1 Minimum Requirements. In order to use the Site, you must: (a) be a natural person, at least 18 years old and able to form a legally binding contract under applicable law; and (b) reside in a jurisdiction where use of the Site is permitted.

2.2 Monitoring Location. Propel Media reserves the right to monitor the location from which you access the Site and to block access from any computer which Propel Media determines, in its judgment, is located in a jurisdiction where use of the Site is prohibited or restricted.

2.3 Denial of Access. Without limiting the foregoing, you understand and agree that we reserve the right to, in our sole discretion, deny access to the Site to any person or entity and that we shall have no liability of any kind or based on any theory of law, equity, contract, tort or otherwise, to you or to any third party as a result of any decision we might make to deny you access to the Site.

SECTION 3: ACKNOWLEDGMENT OF PROPRIETARY RIGHTS

3.1 Site Materials. By using the Site, you acknowledge that all information, content and materials contained on the Site (in any form or media, the “Site Materials”) may be protected by one or more copyrights, patents, trademarks, trade secrets, or other proprietary rights owned by Propel Media, its affiliates, subsidiaries, third party content suppliers, vendors, licensors or business partners. Except for third party materials which are in the public domain, you may not modify, publish, participate in the transfer or sale of, create derivative works from, or in any other way exploit the Site Materials.

3.2 Trademarks. The trademarks, logos, and service marks displayed on the Site whether or not registered (collectively the “Trademarks”), are Trademarks of Propel Media, its affiliates, subsidiaries, and/or third parties. You have no right to use the Trademarks in any way and nothing contained on the Site should be construed as granting to you, by implication, estoppel or otherwise, any license or right to use any Trademarks without our written permission or the written permission of the third party that owns the Trademarks.

3.3 Unauthorized Use; Misuse. Your misuse or unauthorized use of any Trademarks or any Site Materials is strictly prohibited. You are hereby advised that we are prepared to aggressively enforce our intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution where appropriate. We will also reasonably cooperate with any third party alleging that such party’s intellectual property rights have been infringed on the Site and shall take such steps as are required by law or otherwise reasonable and necessary to resolve any such complaint. If you believe that a particular Site Material or any Trademarks violate your copyright or trademark or that of a party for whom you are authorized to speak, please email legal@propelmedia.com.

3.4 No Hacking, Tampering or Unauthorized Access or Use. You agree that you shall not attempt to: (a) gain unauthorized access to the Site’s systems, (b) interfere with procedures or performance of the Site, (c) deliberately damage or undermine the Site, or (e) commit fraud with regard to the Site. Your violation of any of the terms of this Section 3 may result in your civil and/or criminal prosecution.

3.5 Submissions and Transmissions. Any communication or material you transmit to the Site by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like, is and will be treated as, non-confidential and non-proprietary, including any emails sent when you use the Site’s Contact Us page. Anything you transmit may be used by us or our Related Entities (as defined below) for any purpose, including, but not limited to, when legally required to do so, cooperating with police investigations or other legal proceedings, protecting against misuse or unauthorized use of the Site, limiting our legal liability and protecting our rights. Furthermore, we are free to use any ideas, concepts, know-how or techniques contained in any communication you send to the Site for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products, without any compensation to you.

SECTION 4: OTHER SITE RULES

4.1 Compliance with Laws and Personal Responsibility for Compliance. You are subject to all laws and regulations of the state, province and/or country in which you reside and from which you access the Site and you are solely responsible for obeying those laws and regulations. You are solely responsible for your compliance with the Terms of Use set forth in this document.

4.2 Site Activity Monitoring. You understand and agree that Propel Media reserves the right to monitor all Site activity in order to (a) enforce these Terms of Use, (b) maintain and enhance Site performance and offerings, (c) maintain and enhance Site integrity, reputation and user experience, and (d) for other internal business purposes of Propel Media. Without limiting the foregoing, you understand and agree that by accessing and using the Site, you are authorizing Propel Media to review your Site participation in order to investigate complaints against you, allegations of Site abuse by you, and/or Site activity conducted by you, and to disclose information to any third party including law enforcement agencies to protect its rights and property in response to legal process, or in a good faith belief that disclosure is justified or required, or in an emergency situation.

4.3 Sanctions. Any violation of any of these Terms of Use may subject you to immediate sanctions (as determined by Propel Media in its sole discretion) including denial of your access to the Site, or prosecution for violations of law.

4.4 Links to Third Party Websites. The Site may contain links to third party websites, which are provided by Propel Media only as a convenience (“Third Party Content”). Your dealings with Third Party Content are solely between you and the third party. Therefore you acknowledge and agree that we and our Related Entities are not responsible or liable for the availability of, nor do we or our Related Entities endorse the products or other materials of the Third Party Content. You further acknowledge and agree that we and our Related Entities shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance on any Third Party Content. Finally, you acknowledge that if you access the Third Party Content, their terms and conditions and privacy policies apply to your rights and obligations with respect to such access.

SECTION 5: PRIVACY POLICY

The Site collects both Personally Identifiable Information (“PII”) and Non-Personally Identifiable Information (“NPII”), such as general demographic and other market information that does not personally identify you. Please see the Propel Media Privacy Policy for an explanation of what PII and NPII is collected from you, how it is used and with whom it is shared.

SECTION 6: NO WARRANTY; LIMITATION ON LIABILITY

YOU EXPRESSLY AGREE THAT THE USE OF THE SITE AND SITE MATERIALS ARE AT YOUR OWN RISK. THE SITE AND SITE MATERIALS ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT PROPEL MEDIA DOES NOT WARRANT NOR REPRESENT THAT: (A) THAT THE SITE OR SITE MATERIALS WILL OPERATE CORRECTLY OR ERROR-FREE OR WITHOUT INTERRUPTION, (B) THAT THE SITE OR SITE MATERIALS ARE ACCURATE, COMPLETE, FREE FROM VIRUSES OR FREE FROM INFRINGEMENT, OR (C) THAT YOUR USE OF THE SITE OR SITE MATERIALS WILL NOT INFRINGE ON THE RIGHTS OF THIRD PARTIES.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR PRINCIPALS, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, AGENTS, SUBSIDIARIES OR AFFILIATES, OR OUR SUBSIDIARIES’ EMPLOYEES AND CONSULTANTS (COLLECTIVELY, “RELATED ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OR LOSSES, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER THEORY, WHICH YOU OR SUCH THIRD PARTY MAY INCUR AS A RESULT OR ARISING FROM YOUR USE OR INABILITY TO USE THE SITE, INCLUDING, WITHOUT LIMITATION, YOUR VIOLATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT BASED ON YOUR USE OF THE SITE OR SITE MATERIALS, DAMAGES TO USERS’ SYSTEMS AND/OR SOFTWARE AND/OR DATA, COMPUTER FAILURE OR MALFUNCTION, COMPUTER VIRUS TRANSMISSION, PERFORMANCE DELAYS OR COMMUNICATION FAILURES OR SECURITY BREACHES.

Without limiting the foregoing, you understand and agree that neither Propel Media nor its Related Entities are responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Site.

SECTION 7: INDEMNIFICATION

By using the Site, you hereby agree to indemnify, defend, and hold Propel Media and its Related Entities harmless from and against any and all losses, damages, liabilities and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by such parties in connection with or arising directly or indirectly from your use of the Site, whether or not in compliance with these Terms of Use.

SECTION 8: MISCELLANEOUS PROVISIONS

8.1 Changes to Terms of Use. As stated above, Propel Media may, from time to time and at any time, amend these Terms of Use in whole or part, in its sole discretion. Propel Media reserves the right to implement the amendment immediately upon posting, without prior notice. Any changes to these Terms of Use will be effective as of the date indicated at the bottom of these Terms of Use. By continuing to use the Site, you will be deemed to have agreed to such changes.

8.2 Dispute Resolution by Binding Arbitration and Choice of Law. Many user concerns can be resolved quickly and to the user’s satisfaction by contacting us at the email address below or on the Contact Us page on the Site. If, however, there is an issue that needs to be resolved, this Section 8.2 describes how both of us will proceed.

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH PROPEL MEDIA AND ITS RELATED ENTITIES AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF. Any claim or dispute between you and Propel Media or its Related Entities arising out of or relating in any way to the Site, these Terms of Use, marketing by Propel Media or Third Party Content shall be resolved through final, binding arbitration. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. The obligation to arbitrate applies regardless of whether the claim or dispute involves a tort, fraud, breach of contract, misrepresentation, product liability, negligence, violation of a statute, or any other legal or equitable theory.

We each agree that each of us may bring claims against the other only in an individual capacity and not in a class action or representative proceeding, REGARDLESS OF WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT. All arbitrations shall be conducted on an individual (and not a class-wide) basis and an arbitrator shall have no authority to award class-wide relief. You acknowledge and agree that these Terms of Use specifically prohibit you from commencing arbitration proceedings as a representative of others or joining in any arbitration proceedings brought by any other person.

A party who intends to proceed with a claim or dispute must first send to the other a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute and setting forth the specific relief sought. All Notices to Propel Media shall be sent via email to legal@propelmedia.com. Propel Media will send notice to you via email to the email address we have on file for you, if any, or otherwise via a reasonable method. Upon receipt of such Notice, the other party shall have a thirty-day (30) period in which it may satisfy the claim against it by fully curing the dispute and/or providing all the relief requested in the Notice. After the expiration of such thirty-day (30) cure period, you or Propel Media may commence an arbitration proceeding if the claim has not been fully satisfied.

The arbitration of any claim or dispute under these Terms of Use shall be conducted by one arbitrator exclusively in Orange County, California, and state or federal courts located in Orange County, California shall have exclusive jurisdiction and venue over any appeals of or motions regarding an arbitration award. The arbitrator has the authority to grant any remedy that would be available in court, except that the arbitrator may not issue relief on behalf of a class or otherwise issue class-wide or group relief. You acknowledge and agree that each party shall pay the fees and costs of its own counsel, experts, witnesses, and filing fees and the parties shall split the cost of the arbitrator.

If any aspect or portion of this Section 8.2 is found to be illegal or unenforceable, that aspect or portion will be severed with the remainder of Section 8.2 remaining in full force and effect.

YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN 30 DAYS FROM THE DATE YOU FIRST USED THE SERVICE BY WRITING TO THE PROPEL MEDIA, MAIN STREET, SUITE 900, IRVINE, CA 92614; ATTN: LEGAL DEPARTMENT. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE AND THE DATE YOU FIRST USED THE SERVICE. UNTIMELY OPT-OUTS WILL NOT BE VALID AND YOU MUST THEN PURSUE YOUR CLAIM THROUGH ARBITRATION PURSUANT TO THESE TERMS.

8.3 Jurisdiction and Venue. You and Propel Media agree that, as provided in Section 8.2, disputes shall be resolved by binding arbitration. You and Propel Media also agree that if you or Propel Media should nonetheless file a lawsuit against the other or Propel Media’s Related Entities, and regardless of the validity of the suit or whether it can be maintained or is prohibited by Section 8.2, the sole and exclusive forum, jurisdiction, and venue for such lawsuit shall be in courts of competent jurisdiction located in Orange County, California, and you hereby submit to and irrevocably waive all objections to such jurisdiction, forum, and venue.

8.4 Entire Agreement and Construction. These Terms of Use, including the terms of the Propel Media Privacy Policy which is incorporated by reference herein, and other rules and provisions detailed in writing on the Site, constitute the entire agreement between you and Propel Media and can only be modified by Propel Media. To be clear, these Terms of Use cannot be modified by you or any other individual, whether or not such individual claims affiliation with Propel Media. If any provision in these Terms of Use is deemed void or unenforceable, then that provision shall be deemed severed from the other provisions which shall not be affected by such severance and shall continue in full force and effect. Notwithstanding the foregoing and for the avoidance of doubt, if there is a conflict between these Terms and the Propel Media Advertiser Program Terms and Conditions or the Propel Media Publisher Agreement (collectively, the “Agreements”), the Agreements shall control. These Terms and the Privacy Policy can only be modified by Propel Media as set forth above.

8.5 Severability. If any portion of these Terms of Use is deemed void or unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of the remaining provisions.

For any general questions, please email us at support@propelmedia.com.

Updated: November 25, 2016