Terms

TERMS OF SERVICES

Last Modified: July 19th, 2024

Acceptance of the Terms of Use

Welcome to the website of Make PR Great Again / MPRGA (including its affiliates companies, successors and assigns, “Company”, “we” or “us”). As used herein, you and Company may each, individually, be referred to as a “Party” and collectively, the “Parties”. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of the Company-branded website (including makeprgreatagain.com, mprga.com, and all corresponding web pages and websites associated with the foregoing URL(s) and each of their respective content, functionality, and services offered on or through such web pages and websites) (the “Website”) and any services offered or made accessible by Company, including certain advertising and media buying services as may be agreed between the Parties from time to time (“Services”). 

Please read these Terms of Use carefully before you start to use the Website and/or Services. By accessing or using the Website or Services, you expressly accept and agree to be bound and abide by these Terms of Use and any additional terms and conditions that we provide or make accessible to you (“Additional Terms”). If you do not want to agree to these Terms of Use, you must not access or use the Website or Services. Any Additional Terms are hereby incorporated into these Terms of Use by reference as though fully set forth herein. To the extent that there is a conflict between these Terms of Use and the Additional Terms, the Additional Terms shall govern. Any capitalized terms that are not defined in these Terms of Use shall have the meaning ascribed in the Additional Terms.

Use of the Website and Services is limited to users eighteen (18) years of age and older and those who reside in any market in which MPRGA does business. By using the Website or Services, you represent and warrant that: (a) you are at least eighteen (18) years of age; and (b) your use of the Website and/or Services shall comply with laws, rules, and regulations to which you are subject. If you do not meet all of these requirements, you must not access or use the Website or Services.

We may revise and update all or any portion of these Terms of Use from time to time at our sole and absolute discretion by posting a revised version of these Terms of Use. All changes are effective immediately upon the date that we post the revised Terms of Use and apply to all access to and use of the Website and Services thereafter. Notwithstanding the foregoing, any changes to the dispute resolution provisions set forth herein will not apply to any disputes for which the parties thereto have received actual notice thereof on or prior to the date the revised Terms of Use are posted on the Website. By continuing to access or use the Website and/or Services after the revised Terms of Use become effective, you are agreeing to the revised Terms of Use. You are expected to check this page each time you access the Website, so you are aware of any changes, as they are binding on you. Access to and Use of the Website and Services.

Services

Subject to these Terms of Use, the Website may enable users to access certain content, features, and functionality, which may include an interactive portal for users to place orders and/or make requests for Company’s Services. Any and all orders placed and/or requests for services made by you (“Orders”) hereunder (whether orally, in writing, including via email, or otherwise) shall be specifically subject to Section III below.

Third Party Platforms, Services and Content

Certain aspects of the Website may be dependent on or interoperate with third-party owned and/or operated platforms (“Third Party Platforms”) and may require that you use such Third Party Platforms to access, use, or pay for certain services on the Website. You acknowledge and agree that your use of such Third Party Platforms is subject to the applicable Third Party Platform’s respective terms, conditions, and policies, and in the event of a conflict between such Third Party Platform’s terms, conditions, policies, and these Terms of Use, the terms, conditions, and policies of such, Third Party Platform shall govern and control. Complaints, claims, concerns, or questions regarding your use of any Third Party Platform should be directed to the applicable Third Party Platform. The appearance, appearance, availability, or your use of (a) URLs or hyperlinks referenced or included anywhere in connection with the Website or any other form of link or re-direction of your connection to, with, or through the Website; or (b) any third party content, websites, advertisements, promotions, data, applications, platforms, products, services or materials, including Third Party Platforms ([a] and [b] collectively, “Third Party Services”) does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of Company or its parents, subsidiaries, successors and assigns, and each of their respective directors, officers, employees, shareholders, representatives, agents, affiliates licensors, consultants, advertisers, suppliers, partners, service providers (collectively, “Company Affiliates”). We do not verify, endorse, or have any responsibility for Third Party Services and any third party business practices, regardless of whether Company’s logos, marks, names and/or sponsorship or other identification is on or near the Third Party Services. If any Third Party Services you interact with obtains or collects personal information from you, in no event shall we assume or have any responsibility or liability in connection with any use, collection, or disclosure by or in connection with such Third Party Services. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. Accordingly, we encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Third Party Service you use.

User Accounts

Certain aspects of the Website and/or Services may require you to create an account by completing a registration form and selecting a user ID and password. You represent and warrant that all registration information and personal details that you provide to us will be true, current, and complete, and you agree to update such information as applicable so that it continues to be true, current, and complete. Your account is personal to you and may not be used by any other person. You shall treat your username, password and/or any other piece of information included as part of our security procedures as confidential and shall not disclose it to any other person or entity. You agree to contact us at hello@MPRGA.com if you become aware of any unauthorized use of the Website on your account. You are fully responsible for all materials, content, and information that you upload, post, or otherwise transmit via the Website and/or Services, and all activities that occur under your account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account. You agree that all information you provide to register with this Website and/or Services or otherwise, including, but not limited to, through the use of any interactive features on the Website and/or Services, is governed by this Agreement, and you consent to all actions we take with respect to your information consistent herewith.

Prohibited Uses

You are responsible for your use of the Website and/or Services and for any use of the Website and/or Services made using your account. You may use the Website and Services only for lawful purposes and in accordance with these Terms of Use. When you use the Website and/or Services, you shall not do or attempt to do any of the following:

• Engage in or courage conduct that would violate any applicable federal, state, local, national, or international law, rule, regulation, judicial or government order or treaty (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries) or that would give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity, or other rights of ours or of any person or entity;
• Submit, post, email, display, transmit, or otherwise make available through the Website or Services any material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, contains a link to an adult website or is patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual. This shall include exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; sending, knowingly receiving, uploading, downloading, using, or re-using any material that does not comply with these Terms of Use;
• Transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
• Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or usernames associated with any of the foregoing);
• Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which may harm the Company or users of the Website or expose them to liability (as determined by Company in its sole and absolute discretion);
• Circumvent Company and use the information provided within Company’s backoffice or otherwise to contact, solicit, and/or contract with Company’s clients and/or contacts;
• Use the Website and/or Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website and/or Services, including their ability to engage in real-time activities through the Website;
• Copy, record, embed, stream capture, reproduce, duplicate, archive, distribute, upload, publish, translate, broadcast, perform, display, transmit, or retransmit the Website or any elements thereof, or otherwise violate, infringe, or misappropriate intellectual property, privacy, publicity, or other legal rights of Company or any person or entity, or use any robot, spider or other automatic device, process or means to do the same;
• Use any device, software, or routine that interferes with the proper working of the Website or Services or introduces any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website or Services, the server on which the Website is stored, or any server, computer, or database connected to the Website;
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack;
• Use or access the Website or Services (and/or any element or material thereof) for any other unauthorized purpose without our prior written consent;
• or advocate, encourage, or assist any third party in doing any of the foregoing.

Order Agreement

This Section shall apply to any and all Orders hereunder and shall hereinafter be referred to as the “Order Agreement” and considered a part of the Terms of Use. For clarity, the Order Agreement shall not apply to users of the Website that do not submit an Order.

Recitals 

You desire to engage Company as your representative and utilize Company’s Services to secure (i) the placement of certain promotional articles developed and produced by you (each an “Article”) in one or more online publications (each a “Publication”), and/or (ii) to arrange for sponsored television segments (e.g., interviews with a representative designated by you) (each a “TV Segment”) on one or more audiovisual programs (each placement of an Article or TV Segment, a “Placement”), each subject to the terms and conditions herein.

Engagement

By placing an Order hereunder, you hereby engage Company and Company Affiliates as your representative with respect to such Order, throughout the universe, to secure the Placements, and to render customary consulting and public relations services in connection therewith (which shall be considered as part of the “Services” as defined in these Terms of Use).

Media Placements

You and Company shall work together to develop a strategy for the Placement of your Articles and TV Segments, and Company shall recommend potential Placements to you. All Placements shall be subject to your advance written approval. In the event that Company recommends a Placement, you shall promptly notify Company in writing whether or not you approve such Placement. Company shall use reasonable, good-faith efforts to secure Placements that are approved by you. Notwithstanding anything to the contrary contained herein, you acknowledge and agree that Company has not made and hereby disclaims any guarantee, representation and/or warranty that any specific Placements (i.e., of any particular Article or TV Segment) will be available with respect to any Order, and/or that any particular number of Placements meeting your requirements will be available with respect to the same. In addition, unless otherwise expressly agreed between the Parties, Company makes no guarantee, representation and/or warranty that any Placement will remain publicly available in a “Media Outlet” (as defined below) or otherwise for any particular period of time; provided, that with respect to Article Placements, Company shall use reasonable good faith efforts to cause Placements to remain publicly available in the Publication for twelve (12) months.

Review of Creative Materials

You and Company shall have mutual approval rights over all content, Articles, outlines, contributions to TV Segments, and other materials, of whatever kind or nature, created or provided by or at your direction for use in accordance with these Terms of Use (collectively, “Creative Materials”) prior to Company’s submission thereof to third party Publications, websites and any other platforms or channels on which Company secures Placements hereunder (collectively, “Media Outlets”). You acknowledge and agree that a Media Outlet may make revisions to the content of the Creative Materials, and Company shall not be responsible for, or have any liability in connection with, any such changes. You acknowledge that Creative Materials, Articles, and TV Segments cannot be changed following the publication or exhibition thereof.

Notwithstanding anything to the contrary herein, and without limiting Company’s rights or remedies hereunder, Company shall have the right, in its sole and absolute discretion, to reject Creative Materials and/or to terminate any Placements hereunder (including, without limitation, Placements that have already been published) in the event that Company determines, in its good faith business judgment, that: (a) such Creative Materials and/or Placements pose legal, financial and/or reputational risk to Company (including, without limitation, because the advertiser or individual to which such Creative Materials relate has engaged in or is being investigated for fraud or has been convicted of or is being investigated for a crime); (b) such Creative Materials and/or Placements violate the policies, standards and/or requirements of a Media Outlet and/or the terms of a “Third-Party Agreement (as defined below) (collectively, “Third-Party Requirements”) or a Media Outlet otherwise rejects or terminates the Creative Materials and/or Placements; (c) any Creative Materials, or portion thereof, were produced by or with the assistance of generative artificial intelligence, (d) the Creative Materials contain any reference to subject matter in one of the following categories: (i) third party quotes; (ii) adult content and/or sexual products/services; (iii) references to third party brands and/or public figures; (iv) subject matter that is inconsistent with a publication’s niche (as reasonably determined by Company); (v) references to ongoing legal proceedings or other disputes; (vi) medical claims; (vii) multi-level marketing; (viii) “hit pieces”/reputational management, and/or (e) if Company determines that you have resold Placements hereunder to a company that Company has designated as a “Blocked Advertiser” (as notified to you by Company in writing). You hereby (X) represent and warrant, as of the date hereof and as of the date on which any Order hereunder is made, that no Creative Materials and/or requested Placements shall violate the terms of subsections (a) through (e) above, and (Y) acknowledge and agree that you shall not be entitled to any refund in connection with any terminated or removed Placements as a result of any such violation. “Third-Party Agreement” means any agreement entered into with a third party by Company in and in connection with this provision, including, without limitation, all agreements related to the Placements and any extensions, renewals, restatements, amendments, and option periods thereof.

Change to Scope of Work

You shall have the right, at your own cost and expense, to request modifications to the scope of work for each Order by notifying Company, in writing, of the nature of the proposed change. Your notice shall specifically describe the changes (including, without limitation, scope of services and deliverables, if and as applicable) and any additional cost (for which you will pay) resulting from the change. Upon the Parties’ mutual written agreement as to any changes to Company’s Services with respect to an Order (including, without limitation, additional compensation to Company for such services), such services and compensation shall become subject to the terms and conditions hereof. Nothing herein shall obligate Company to accept any proposed changes requested by you to the scope of work hereunder.

Third-Party Agreements

Company shall set the terms and conditions (including, without limitation, pricing and license terms) for the Placements with Media Outlets. Each Third-Party Agreement shall be concluded on terms negotiated by Company, in Company’s sole and absolute discretion. You acknowledge and agree that in the event that any Third-Party Agreements provide for payment of any amounts to Company, Company shall have the right to receive and retain 100% of such amounts. Compliance with Third-Party Requirements. In the event that Company secures a Placement, you shall comply in all respects with any and all Third-Party Requirements of which you have been notified. Information and Materials. You shall provide Company, on a timely basis, all information and materials requested by Company to perform the Services and/or by the applicable Media Outlet. Any delays by you in providing information or materials may result in a delay in Company’s performance for which Company shall not be responsible. You hereby acknowledge and agree that the “Fees” (as defined below) are based on Company’s work being performed during a normal work week and normal business hours (i.e., Monday through Friday (excluding observed holidays) from 9:00 a.m. to 6:00 p.m. Pacific Standard Time), and that your delay may result in production over-time, additional labor and talent costs, third party cancellation charges, and other additional costs and expenses. All costs and expenses arising out of delays caused by you will be borne by you, and you will promptly pay them upon receipt of invoice.

Marketing of Placements

Company shall have a right of approval, in its sole discretion, over the form and content of your marketing and promotion of Placement opportunities hereunder to third parties (including, without limitation, your advertiser clients, if any). You shall comply with all Third-Party Requirements relating to such marketing and promotion. In no event shall you engage in email blasts or other forms of mass-marketing regarding the availability of Placements hereunder.

Fees

In consideration of Company’s Services in connection with any Order, you shall pay to Company the applicable fee(s) for such services and placements as set forth on the Website, or as otherwise notified to you in advance in writing (the “Fees”). The Fees shall be payable as set forth on the Website and further in accordance with these Terms of Use but in no event later than thirty (30) days following Your receipt of Company’s invoice. Failure to timely pay the Fees shall constitute a material breach of this Agreement and, without limiting Company’s rights or remedies (at law, in equity or otherwise), Company shall be entitled to remove all Placements made on your behalf and you shall not be entitled to any refund in connection therewith. License to Creative Materials. In connection with all Orders, you hereby grant to Company a non-exclusive, sublicensable, worldwide, perpetual, right and license to use, reproduce, distribute, and display (a) the Creative Materials, and (b) your “Trademarks” (as defined below), in each case, solely as necessary for Company to perform the services and exercise Company’s rights hereunder in connection with any applicable Order. You hereby acknowledge and agree that the rights licensed to Company hereunder include, without limitation, the right to sublicense the Creative Materials and Trademarks to approved Media Outlets solely for use in connection with Placements secured by Company hereunder. Notwithstanding anything to the contrary herein, you acknowledge and agree that (x) you shall not use or accord any third party the right to use the Creative Materials, without Company’s written consent, and (y) you shall not use or accord any third party the right to use any Creative Materials placed by Company hereunder. “Trademarks” means any of your trademarks, service marks, trade dress, trade names, Internet domain names, corporate names, brand names, proprietary logos, symbols, all other indicia of origin, any goodwill related or accruing to the foregoing, all applications to register and registrations of the foregoing, and any renewals therefor. Company Created Materials. Notwithstanding anything to the contrary contained herein, any concepts, intellectual property, or materials by Company and/or its subcontractors or Company Affiliates respecting the Placements (including without limitation any logos, pitch, or sales materials) (collectively, the “Company Created Materials”) shall remain the sole and exclusive property of Company and Company hereby reserves all right, title and interest in and to the Company Created Materials in all media, throughout the universe, in perpetuity.

Representations, Warranties, and Covenants for Orders

You represent, warrant and covenant that (a) you have (i) all rights and authority necessary to make the appointments and grant the rights granted to Company herein; and (ii) all rights in and to the Creative Materials, and in and to all intellectual property included therein required for the exercise of the rights granted hereunder and each Third-Party Agreement; (b) there are no third party claims or litigations pending, outstanding or threatened against you or respecting the Creative Materials that may adversely affect, or that may in any way prejudice, Company’s full enjoyment of the rights granted to Company under this Agreement and/or granted to a third party pursuant to a Third-Party Agreement; (c) none of the Creative Materials shall violate the rights of any third party (including, without limitation, copyright or any other intellectual property or other proprietary or personal right of any person, firm or corporation [including, without limitation, any right of privacy or publicity] or otherwise constitute libel, slander or defamation of any person or entity) and/or any agreements entered into by you; (d) you shall not knowingly take or knowingly fail to take any action which would or may jeopardize the rights granted to Company by you hereunder; (e) you shall comply with and honor all Third-Party Requirements of which you have been informed by Company; and (f) none of the Placements or Creative Materials shall violate any applicable laws, rules or regulations.Indemnification for Orders. Without limiting your indemnification obligations as otherwise set forth in the Terms of Use, you shall indemnify, defend and hold harmless Company and the Company Affiliates from any and all loss, liability, judgment, penalty, damage or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and costs) incurred or suffered by Company and/or any Company Affiliate resulting from, arising out of, or in connection with or otherwise with respect to any claim, suit, action, or other proceeding based on, arising from or relating to claims arising out of: (a) the development, production, financing, distribution, promotion, advertising and/or exploitation of the Creative Materials (including, without limitation, any claims for false advertisement or regulatory actions in connection therewith), (b) your breach or alleged breach of or failure to comply with any Third-Party Requirements and/or (c) the distribution, delivery, provision, advertisement, promotion, sale or use of any of your (and/or any of your affiliated and/or related entities’) products or services (including, without limitation, any claims for false advertisement or regulatory actions in connection therewith). You shall not enter into any settlement or compromise any claim subject to indemnification under this provision in any manner without Company’s prior written consent. 

Termination for Cause

Company shall have the right to terminate this Order Agreement if: (a) you have breached any representation, warranty, covenant or obligation under this Order Agreement and you fail to cure such breach within seven (7) days after receipt of written notice thereof, if curable; (b) you file a petition for bankruptcy (and do not withdraw such petition within 60 days) or are adjudicated as bankrupt; (c) you make an assignment for the benefit of its creditors or an arrangement for your creditors pursuant to any bankruptcy law; (d) you discontinue your business; or (e) a receiver is appointed for you or your business. No termination or expiration of this Order Agreement shall relieve you of any liability for any material breach of this Order Agreement or liability accruing hereunder prior to the effective date of the expiration or termination of this Order Agreement and/or any third party’s rights pursuant to Third-Party Agreements entered into prior to such expiration or termination. In the event of a termination by Company pursuant to this provision any unpaid Fees for Services and/or Placements made on or prior to the effective date of such termination shall be paid by you. In the event of a termination by Company pursuant to this provision, without limiting Company’s rights or remedies hereunder, at law, in equity or otherwise, Company shall have the right to terminate any pending Placement orders, and/or to remove or cause third parties to remove any Article or TV Segment placed by Company hereunder, in Company’s sole and absolute discretion, and you shall not be entitled to any refund in connection therewith. Termination for Convenience. Company shall have the right to terminate this Agreement, and/or any pending orders hereunder, for any reason or no reason, upon written notice to you. In the event of a termination by Company pursuant to this provision any unpaid Fees for Services and/or Placements made on or prior to the effective date of such termination shall be paid by you.

Force Majeure

Company shall not be liable for any failure or delay in performance of any of its obligations hereunder if such delay is due to acts of God, fires, floods, storms, explosions, earthquakes, general Internet outages, acts of war or terrorism, insurrection, pandemic, epidemic, civil disturbance or unrest, or intervention of any government or authority. Upon the occurrence of a force majeure event, Company shall provide written notice to you indicating that a force majeure event occurred and detailing how such force majeure event impacts the performance of its obligations. 

Publicity

You shall not have the right to publicize the involvement of Company in connection with the Placements or otherwise, without Company’s prior written approval in each instance. Independent Contractors. You acknowledge and agree that you are dealing with Company on an independent contractor basis. Neither this Order Agreement nor any terms and conditions contained herein may be construed to create or constitute a partnership between the Parties hereto.

No Third-Party Beneficiaries

This Order Agreement is made for the benefit of the Parties only, and this Agreement is not for the benefit of, and was not created for the benefit of, any third parties, except for Company’s contracted or affiliated relationships if Company chooses to utilize these entities. 

Further Assurances

You shall, from time to time, upon Company’s request, execute, acknowledge, and deliver such instruments as may be necessary or proper to evidence, maintain, effectuate, or defend any and all of the rights of Company under any provision of this Agreement. If you shall fail to execute, acknowledge, or deliver any such instrument upon Company’s request therefor, Company shall have, and is hereby granted, the right and power for you and on your behalf, as your attorney-in-fact, to execute, acknowledge, and deliver such instruments solely to the extent that such instrument is consistent with the terms of this Agreement, which power is coupled with an interest and is irrevocable. Company will provide copies of any such instrument to you.

Notices

All notices shall be sent pursuant to Section XVI of the Terms of Use.

Confidentiality

By accessing or using the Website and/or Services and/or placing an Order hereunder, you expressly agree to maintain and preserve the confidentiality of the “Confidential Information” (as defined below), including, but without limitation, taking such steps to protect and preserve the confidentiality of the Confidential Information as it takes to preserve and protect the confidentiality of your own confidential information. You agree, on behalf of yourself and your agents, advisors, attorneys, affiliates, directors, officers, clients, employees, owners, partners, managers, or financing sources (“User Representatives”), not to publish, disclose, or otherwise divulge or use for your own purposes any Confidential Information without the prior written approval of Company in each instance. “Confidential Information” means any and all confidential, proprietary, or otherwise not generally available information disclosed by Company to you or your User Representatives, including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques and processes of a party now known or in possession of, or hereafter learned or acquired, that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, including, without limitation, “Publisher Contacts” (as defined below), business plans, business strategies, marketing plans, customer lists, price lists, cost information, information about employees, process descriptions, descriptions of technical know-how, technical specifications and documentation. Confidential Information may be written or oral, expressed in electronic media or other tangible information disclosed. “Publisher Contacts” means third-party publishers and media companies with which Company places, or may in the future place, media and/or advertisements for and/or on behalf of third-party advertisers (and/or their advertising agencies), which may include, without limitation, Media Outlets. All materials and information disclosed by Company to you or User Representatives, or that you or User Representatives are permitted by Company to access, will be presumed to be Confidential Information and will be so regarded by you and User Representatives unless you can prove that the materials or information are not Confidential Information because they are: (i) already known to you or User Representatives at the time that they are disclosed by Company; or (ii) publicly known at the time of the disclosure to you or User Representatives by Company. The confidentiality obligations herein will cease as to particular information that: (i) has become publicly known through no fault of you or User Representatives; (ii) is received by you or User Representatives properly and lawfully from a third party without restriction on disclosure and without your or your User Representatives’ knowledge or reasonable suspicion that the third party’s disclosure is in breach of any obligations to Company; (iii) has been developed by you or User Representatives completely independent of the delivery of Confidential Information hereunder; or (iv) has been expressly approved for public release by written authorization of Company.You shall not disclose any Confidential Information to any third party without the express written consent of Company, except (a) to User Representatives with a direct bona fide need to know for the above stated purpose, and who are bound by the same obligations of confidentiality as you are as set forth herein; or (b) as required by law; provided, however, you must notify Company promptly in writing, to the extent permitted and reasonable under the circumstances, after becoming aware of your obligations to make such a disclosure and will permit Company to seek to challenge or limit such required disclosure at its own cost. Except as otherwise set forth herein, you agree not to use the Confidential Information for any use, including, but not limited to, directly or indirectly (1) competing with Company, or facilitating a third party’s competition with Company, and/or (2) soliciting Placements or other business arrangements by negotiating with Company’s Publisher Contacts; provided that you and User Representatives currently are, or may in the future become, engaged with or conduct business with persons that may engage in businesses and strategies that are similar or competitive with those of Company, and the occurrence or existence of such similar or competitive activities may not, by itself, be cause for any action by Company that you breached this Agreement. Without limiting the foregoing, in the event you place an Order hereunder, you hereby agree that for a period commencing upon the date you first accessed these Terms of Use and continuing until the date that is one (1) year after the last Placement by Company on your (or your client’s) behalf is taken down (if and as applicable), you shall not enter into an agreement with any Publisher Contacts that are disclosed by Company to you and/or your User Representatives, with respect to the development, production and/or placement of media and/or advertising. Notwithstanding anything to the contrary herein, Company acknowledges that nothing in this Agreement shall be deemed to impose any separate obligation on you or User Representatives to refrain from undertaking, pursuing, or completing any acquisitions, mergers, divestitures, investments, or similar transactions; provided that neither you nor User Representatives disclose any Confidential Information in violation of this Agreement. You acknowledge that, in the event of any breach of this Confidentiality provision, Company will not have an adequate remedy in money or damages. Company will therefore be entitled in such event to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request, and such right to obtain such relief will not limit Company’s right to obtain other remedies. In the event of your breach of this “Confidentiality” provision, Company’s rights and remedies shall include, without limitation, the right to remove or cause third parties to remove any Placements placed by Company on your behalf hereunder and/or terminate any pending Orders, and you shall not be entitled to any refund in connection therewith. 

Intellectual Property Rights

The Website and Services and their entire contents, features, and functionality (including but not limited to all Confidential Information, trademarks, trade secrets, graphics, design, information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are the sole and exclusive property of MPRGA, its affiliates, licensors or other third parties that are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. The Website and Services are protected by U.S. and international intellectual property and/or other proprietary rights, and these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. We and/or our licensors, as applicable, hereby reserve all rights, titles, and interest in and to all of the copyrights, trademarks, trade secrets, and other proprietary rights in and to the Website and Services that are not expressly granted to you by these Terms of Use.

ALL INFORMATION ACCESSED THROUGH YOUR MPRGA ACCOUNT IN THE BACK OFFICE CONSTITUTES A VALUABLE TRADE SECRET OF COMPANY, INCLUDING, BUT NOT LIMITED TO COMPANY’S PRICING AND PRICING CALCULATIONS, AND ITS PUBLISHER LIST (INCLUDING THE PUBLISHER CONTACTS).

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website or through our Services. These Terms of Use permit you to use the Website and/or Services for your personal, non-commercial use only and to promote your business using Company’s Services. If you wish to make any use of material on the Website or through the Services other than that set out in this Section, please address your request to: hello@mseoga.com. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website or Services in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website and/or Services or any content on the site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. 

Modification; Termination

We reserve the right to modify, restrict, suspend, disable, or discontinue, temporarily or permanently, all or any aspect of the Website (including the content thereof) at any time and without notice, for any reason, with respect to any or all users. We may, with respect to any or all users, experiment with or otherwise offer certain features or elements on the Website, including promotional features, functionality, and pricing. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. You agree that we may do any of the foregoing at our sole and absolute discretion at any time without notice to you, except to the extent expressly and specifically stated otherwise herein. You also agree that we will not be liable to you for any modification, suspension, unavailability, or discontinuance of the Website or any user account. If you violate any of these Terms of Use, your permission to use the Website and Services automatically terminates. 

Geographic Restrictions

Company is based in the based state of Wyoming. We provide this Website and Services for use only by persons located in countries and territories in which Company does business. We make no claims that the Website, Services, or any of their content is accessible or appropriate outside of those countries and/or territories. Access to the Website and/or Services may not be legal by certain persons or in certain countries or territories. If you access the Website and/or Services from outside a market in which Company does business, you do so on your own initiative and are responsible for compliance with local laws, rules and/or regulations. 

Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT THE USE OF THE WEBSITE, ITS CONTENT, ANY SERVICES, AND ANY ITEMS OBTAINED THROUGH OR IN CONNECTION WITH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, ANY SERVICES, AND ANY ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS COMPANY AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS COMPANY AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF CONTENT AVAILABLE ON OR THROUGH THE WEBSITE OR SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLY SERVICES LINKED TO OR INTEGRATED WITH THE SERVICES OR WEBSITE. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER USER OF THE WEBSITE OR SERVICES, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS. NEITHER THE COMPANY NOR ANY COMPANY AFFILIATE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE SECURITY, RELIABILITY, QUALITY OR AVAILABILITY OF THE WEBSITE OR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE, THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY AND ITS COMPANY AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE AND/OR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (IV) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES OR WEBSITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES OR WEBSITE BY ANY THIRD PARTY; OR (VI) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SERVICES OR WEBSITE. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SITE FOR THE RECONSTRUCTION OF ANY LOST DATA. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY AND/OR ANY OF ITS COMPANY AFFILIATES BE LIABLE FOR DAMAGES OF ANY KIND OR NATURE, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES. EXCEPT WITH RESPECT TO THE PARTIES’ RESPECTIVE INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, NEITHER PARTY WILL BE LIABLE FOR ANY PUNITIVE DAMAGES, CONSEQUENTIAL DAMAGES OR SPECULATIVE DAMAGES, OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

Representations and Warranties

You represent, warrant and covenant that (a) you are authorized to grant the rights, licenses and privileges described in this Agreement and to perform and comply with all of the requirements set forth herein; (b) your submission, uploading, posting, emailing, displaying, transmission and/or making available of any content on or through the Website and/or Services does not violate these Terms of Use, any rights of any other party or entity, any of your obligations, any law, rule or regulation; (c) you have the legal right and capability to agree to these Terms of Use and perform and comply with all of its terms and conditions; and (d) you hold and shall continue to hold all ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations hereunder (if and as applicable). IndemnificationTo the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company and its Company Affiliates from and against any and all claims, liabilities, proceedings, demands, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your use of the Website and/or Services (or any part(s) thereof) and your use of any information obtained from the Website or Services; (ii) any breach or violation (or alleged breach or violation) of these Terms of Use or any applicable law, rule, and/or regulation by you or anyone using your user account; and (iii) any disputes or issues between you and any third party. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and all negotiation for its settlement or compromise (as applicable), and in each such case, you agree to fully cooperate with us upon our request. Governing Law All matters relating to the Website, Services, Orders, Order Agreement, and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Wyoming without giving effect to any choice or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdiction). 

Dispute Resolution

Any controversy, claim, or dispute arising out of or related to the Website, Services, Orders, Order Agreement and/or these Terms of Use or the interpretation, performance, or breach hereof, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be resolved according to the procedures set forth in this Section which shall constitute the sole dispute resolution mechanism hereunder. In the event that the Parties are unable to resolve any Dispute after meeting and attempting in good faith to reach a negotiated resolution, such Dispute(s) shall first be mediated by a retired judge or justice of any Wyoming state or federal court. If the Parties are unable to agree upon a mediator, either Party may apply to the Wyoming office of JAMS/Endispute, or its successor (“JAMS”) for the appointment of a mediator from a panel of retired judges and justices maintained by that organization. If the Parties are unable to resolve one or more Dispute(s) by mediation, then either Party may initiate arbitration of such Dispute(s). The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures or the JAMS Employment Arbitration Rules and Procedures, whichever is applicable, in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in Laramie County before a single neutral arbitrator appointed in accordance with the Arbitration Rules, except that the Parties shall be entitled to undertake discovery in the arbitration in accordance with the statutory provisions and rules applicable, as of the date of the first Arbitration Notice, to discovery in civil actions before a Superior Court of the State of Wyoming. The arbitrator shall have the authority to hear and rule upon all discovery motions and, in connection therewith, to award sanctions as appropriate in accordance with the then-prevailing Wyoming law. Any appeal shall be heard and decided by a panel of three neutral arbitrators. The neutral arbitrator and the members of any Appeal Panel shall be retired judges or justices of any Wyoming state or federal court. In all their substantive (as opposed to procedural or discovery-related) rulings, the arbitrator and Appeal Panel shall apply the law specified in the choice of law provision of this Agreement. If either Party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within 30 days of such award being rendered, then the other Party may enforce the final award in any court of competent jurisdiction in Laramie County. Except to the extent otherwise required pursuant to the applicable JAMS rules and procedures and applicable law, each Party shall pay the fees of its respective attorney(s), the expense of its witnesses, cost of any record or transcript of the arbitration, and any other expenses connected with the arbitration that such Party might be expected to incur had the Dispute been subject to resolution in court. Any Dispute or portion thereof, or any claim for a particular form of relief (not otherwise precluded by any other provision of this Agreement), that may not be arbitrated pursuant to applicable state or federal law may be heard in a court of competent jurisdiction in Laramie County. If a Party believes in good faith that all or part of a Dispute, or any claim for relief or remedy sought, is not subject to arbitration under then-prevailing law, then that Party may seek a determination to that effect from an appropriate court. If the court determines that the matter is not arbitrable or that the remedy sought is not available in arbitration, then the specific matter or request for remedy in question shall be resolved by the court, sitting without a jury, and the Parties hereby irrevocably waive their respective rights to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action or other proceeding brought by any Party against any other party or parties with respect to any matter arising out of, or in any way connected with or related to, this Agreement or any portion thereof, whether based upon contractual, statutory, tortuous or other theories of liability. All other matters and claims for relief shall be subject to arbitration as set forth above. The arbitrator has the right to award attorney fees. You may not bring any Dispute hereunder later than the expiration of the period of the applicable statute of limitations established by law for such Dispute or one (1) year after the Dispute accrued, whichever occurs first. 

Assignment

You shall not have the right to assign, transfer, delegate, sell, or otherwise dispose of these Terms of Use and/or the Order Agreement, in whole or in part. Any such assignment shall be void. 

Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use (including the Order Agreement) shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Notices; Your Comments and Concerns

This website is operated by MPRGA. All notices, requests, consents, and other communications hereunder shall be in writing. Notices to you shall be sent to the address provided by you on the Website and/or any applicable Order. Notices to Company shall be sent to hello@MPRGA.com. Any notices to Company concerning claims of copyright infringement shall be in accordance with the Digital Millennium Copyright Act (“DMCA”) by providing the following information (see 17 U.S.C. 512(c)(3) for further details): A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works on the Services; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if applicable, e-mail address; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You acknowledge and agree that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: hello@mseoga.com.

Entire Agreement

The Terms of Use (including the Order Agreement) constitute the sole and entire agreement between you and MPRGA, with respect to the Website and Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website and Services.

Thank you for visiting the Website.