NextMedium Terms of Service

I. SERVICE POLICIES

Welcome to NextMedium. Please read this Terms of Service carefully. They explain your rights and obligations regarding use of the NextMedium Service (described below) and constitute a binding agreement between you and your affiliates ("you") and NextMedium, Inc. ("NextMedium" or "we"). By accepting this Terms of Service, you shall be deemed a customer of NextMedium, and acknowledge and agree to be bound by and comply with all of these Terms of Service ("Terms") and NextMedium's Privacy Policy.

By clicking on the "I ACCEPT" button, you shall be deemed a "Customer" of NextMedium, and acknowledge and agree to be bound by and comply with all of the terms and conditions of these Terms.

1. Access to Services

NextMedium may provide certain services that relate to facilitating the placement of brand integration advertising in entertainment in the following areas (collectively, the "Services"):

• Access to NextMedium’s brand integration advertising platform. This platform gives entertainment companies the opportunity to present their available brand integration inventory, while providing advertisers and their agencies a single source to monitor brand integration options, and a forum in which to arrange transactions directly with entertainment providers.
• Access to data and performance measurement tools to track and measure brand integration and help you better understand the performance of your brand integration.
• Access to NextMedium interactive consumer platform, giving audiences a direct channel to purchase products and interact with brands immediately following exposure to them in entertainment.
• Provision of additional services that may be offered from time to time.

NextMedium may change, suspend or discontinue the Services (or your access thereto) at any time, including the availability of any feature or content to you or the Services without notice or liability. We reserve the right, at our discretion, to refuse to allow access to all or part of the Services and content to any user at any time.

Further, NextMedium may collaborate with third parties to provide additional solutions or services. In such case, our Services may require the use of content, data or other services provided by one ore more third parties. For example, we may use data provided by The Nielsen Company to track and measure brand integration performance for your brand. To access such additional solutions or services, you may need to obtain the necessary rights to use such third parties’ content, data or other services. We do not have control over such third parties’ content, data or other services, and your use of such content, data or services is subject to the terms and conditions set forth by such third parties.

Subject to the Terms, NextMedium grants you a personal, non-exclusive, non-transferable limited license to use the Services. You may not access the Services for the purpose of reverse-engineering or making derivative works of any software tools or other products offered as part of the Services. Finally, you may not authorize or assist any third party to do any of the things described in this paragraph.

2. Using NextMedium

While using the Services, you will not:

• post brand opportunities, items and content ("Content") in an inappropriate category or areas on our platform or misrepresent the brand integration opportunities or brand integration purchase intentions;
• violate any laws, third party rights, or our policies that we may make available on our platform and incorporated into the Terms from time to time;
• circumvent or manipulate our fee structure, the billing process, or fees owed to NextMedium;
• post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
• transfer your NextMedium account (including historical data) and User ID to another party without our consent;
• permit a third party to use or access your account;
• disclose your user password to a third party;
• distribute or post spam, chain letters, or pyramid schemes;
• distribute viruses or any other technologies that may harm NextMedium, or the interests or property of NextMedium users;
• copy, modify, or distribute content from our platform and NextMedium’s copyrights and trademarks;
• post content or information in violation of the rights of third parties; or
• harvest or otherwise collect information about other users, including email addresses, without their consent.

You further agree that you will not:

• take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
• copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our platform without the prior expressed written permission of NextMedium and the appropriate third party, as applicable;
• interfere or attempt to interfere with the proper working of the Services or any activities conducted on our website; or
• bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Services.

Violation of these provisions will result in immediate termination of the Terms and your account without notice and may subject you to legal penalties and consequences.

3. Registration

As a condition to using the Services, you shall be required to register with NextMedium and select a password and user name ("User ID"). You shall provide NextMedium with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your account and these terms. You may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; (ii) use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization; (iii) register for the Services using more than one User ID. NextMedium reserves the right to refuse registration of, or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your related password.

Note: By registering your brand or content in NextMedium’s Embed marketplace, you agree to:

• grant NextMedium permission to include your brand and company name among our list of “registered” brands or entertainment properties in the platform, which NextMedium may include in marketing literature and in our communications with the public.
• allow your brand or content to be published in the Embed marketplace for qualified subscribers to view.

4. Privacy

We use your information only as described in the NextMedium Privacy Policy. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications by signing-in to your account. For a complete description of how we use and protect your personal information, see the NextMedium Privacy Policy. If you object to your information being transferred or used in this way please do not provide us your personal information and do not use our Services.

5. Abusing NextMedium

NextMedium encourages its customers to keep their user information updated and accurate. Please report problems, offensive content, violations of these Term and policy violations to us.

Without limiting other remedies, NextMedium may limit, suspend, or terminate our Service and customer accounts, prohibit access to the Services, remove hosted content, and take technical and legal steps to keep you or other users from accessing our Services at NextMedium’s sole discretion. We also reserve the right to cancel unconfirmed accounts.

6. Fees

NextMedium may charge certain fees for using the Services, including, but not limited to, transaction and subscription fees. If you have a separate written and signed agreement with us that describes the fees to be charged for our Services, such agreement will govern in terms of the fees that you owe us for our Services.

In the event that you do not have a separate written and signed fee agreement with us, we may provide a standard fee schedule ("Standard Fee Schedule") with a list of fees that we may charge for use of the Services, which we may change from time to time. Changes to our Standard Fee Schedule are effective after we provide you with at least fourteen days' notice by posting the changes our website or our online platform for providing the Services. We may choose to temporarily change our Standard Fee Schedule for promotional events (for example, free subscription promotions) or new services, and such changes are effective when we post the temporary promotional event or new service on our website or online platform.

We may charge fees (including, but not limited to, percentage of transaction price) in connection transactions completed between entertainment companies and advertisers as a result of brand integration opportunities that were presented as part of the Service. You must pay all such fees owe to NextMedium even if you complete the transaction outside and separate from our online platform or any forum that we provide. You shall not circumvent or manipulate our fee structure or fees owe to NextMedium.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Services in a timely manner with a valid payment method within 30 days after invoice. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us and retaining collection agencies and legal counsel.)

7. Content License

When you submit Content, you are granting NextMedium a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in the Content, in any media known now or in the future in connection with the Next Medium Service.

II. ADDITIONAL TERMS OF USE

The following additional terms of use apply to your use of the Services in the event you do not have a separate written and signed agreement with NextMedium governing your use of the service. If we and you otherwise have a separate written and signed agreement governing any of the terms and conditions in this Article II in connection with your use of our Services, this Article II is intended to supplement, but not to amend or supersede conflicting terms in such agreement. To the extent permitted under our separate written and signed agreement with you, the terms and conditions in this Article II shall apply, and in the event that any of these terms and condition is in conflict with the terms and conditions of our separate written and signed agreement with you, the terms and conditions of the separate written and signed agreement shall govern.

1. Liability

You will not hold NextMedium responsible for other user’s actions or inactions, including content that they may post. We are not a party to the actual transaction between entertainment companies and advertisers and you are solely responsible for evaluating any proposed transactions provided on the Service, and the terms of any such transaction shall be negotiated and subject to fees and terms and conditions agreed upon between the you and such party and you acknowledge and agree that NextMedium shall have no liability or responsibility under such an agreement.

NextMedium has no control over, and does not guarantee, the quality, availability, advisability or legality of brand integration opportunities that are advertised using our Services, the truth or accuracy of listings, or the ability of any user to complete the transaction.

Further, we cannot guarantee continuous or secure access to our Services and operation of our online platform. ACCORDINGLY, TO THE EXTENT LEGALLY PERMITTED, NEXTMEDIUM AND ITS RELATED COMPANIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS, LICENSEES, EMPLOYEES, SUPPLIERS, DISTRIBUTORS, CONTENT PROVIDERS AND AGENTS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY REGARDING ANY PRODUCT OR SERVICE (INCLUDING WITHOUT LIMITATION ANY BRAND INTEGRATION MEASUREMENT TOOL) THAT WE PROVIDE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THERE IS NO WARRANTY THAT ANY PRODUCT OR SERVICE (INCLUDING WITHOUT LIMITATION ANY BRAND INTEGRATION MEASUREMENT TOOL) OFFERED BY US WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL FULFILL YOUR PARTICULAR PURPOSES OR NEEDS. TO THE EXTENT THAT NEXTMEDIUM CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

FURTHER, IN NO EVENT WILL NEXTMEDIUM OR ITS RELATED COMPANIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS, LICENSEES, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, CONTENT PROVIDERS AND AGENTS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS OR DAMAGES ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF THE THIS AGREEMENT, YOUR USE OF OUR PRODUCTS OR SERVICES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL NEXTMEDIUM’S LIABILITY ARISING TO YOU OR ANY THIRD PARTY EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID OR PAYABLE BY YOU IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.

2. Release

If you have a dispute with one or more users, you release NextMedium (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

3. Representations and Warranties

You represent and warrant that:

You are at least 18 years of age and the age of majority in your jurisdiction of residence;

You have all necessary right, power and authority to enter into and be bound by this Agreement;

You are authorized and licensed to use the names and pictures of any persons or objects that you use as part of the Services or our online platform and forum;

You are the owner of any trademarks, service marks, copyrighted material and other proprietary rights that you provide hereunder or otherwise introduce on our online platform and forum;

Any Content or other materials you provide hereunder or otherwise introduce on our online platform and forum is not deceptive, misleading, obscene, defamatory, illegal or unethical and does not contain any viruses, worms, Trojan horses or other items that could damage our website and/or the Services; and

The Content or other materials you provide hereunder or otherwise introduce on our online platform and forum does not invade the privacy rights of any third party, or otherwise infringe upon or violate the rights or property interests of any third party;

4. Indemnity

You will indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

5. No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

6. Notices

Any notice under this Agreement shall be deemed served if delivered in the following respective manners:

If to NextMedium, by registered mail to the following address:

11900 West Olympic Blvd
Suite 780
Los Angeles, CA 90064
Attention: Office of the General Counsel

If to you, by email to the email address you provided when you opened your NextMedium account, or at an email address that you later provide when you update your NextMedium account information.

7. Resolution of Disputes

If a dispute arises between you and NextMedium, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and NextMedium agree that you and NextMedium will resolve any claim or controversy at law or equity that arises out of this Agreement or our Services in accordance with the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution.

• Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions.
• Arbitration Option - In connection with any dispute or claim arising out of or in connection with this Agreement, you and NextMedium agree to arbitrate such dispute arising under this Agreement before a single arbitrator mutually agreed upon by the parties, under the auspices of Judicial Arbitration and Mediation Services (JAMS). If the parties are unable to agree upon an arbitrator, the parties agree to the designation of an arbitrator by JAMS. The arbitration shall take place in Los Angeles, California or in the office of JAMS closest to that city. The arbitrator shall apply California law. The arbitrator's award will be final and non-appealable, and judgment may be sought thereon in any court with jurisdiction. In the event that arbitration is necessary, the prevailing party shall have its costs associated with the arbitration, including its reasonable attorneys' fees, paid by the other party.
• Injunctive Relief - You acknowledge and agree that compensatory damages are an adequate and complete remedy for a breach of this Agreement by NextMedium, and that you will in no event seek or be entitled to receive injunctive or any other form of equitable relief as a remedy for any such breach. The preceding sentence notwithstanding, nothing herein shall restrict NextMedium’s right to seek injunctive relief.

8. General

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You may not assign your rights or delegate your obligations under this Agreement without NextMedium’s written consent. In our sole discretion, we may transfer this Agreement or assign any of our rights or delegate any of our obligations under this Agreement to any third party without your consent. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: I(6) (Fees, with respect to fees owed for our Services), I(7) (Content License), II(1) (Liability), II(2) (Release), II(3) (Representations and Warranties), II(4) (Indemnity), II(6) (Notices), II(7) (Resolution of Disputes), and II(8) (General).

I hereby agree to the foregoing Terms, including the Privacy Policy and other terms incorporated by reference herein.