Scanned Media

TERMS & CONDITIONS

Scanned Media Monthly Subscription Terms and Conditions (the “Agreement”)

BY USING THIS WEBSITE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN DO NOT USE THIS WEBSITE.

This Agreement governs the access to and use of the Scanned Media LLC Code Management Service and related documentation (collectively, “Scanned Media”), the use of two dimensional bar codes created using Scanned Media (“2D Bar Codes”), all data generated by the use of the 2D Bar Codes (the “Data”) and any services (the “Services”) provided by Scanned Media LLC. (“Scanned Media”). By using this website, accessing and using Scanned Media, or by creating or using 2D Bar Codes: (a) you warrant to Scanned Media that you are authorized to accept this Agreement on behalf of your organization; and (b) you agree to be bound by this Agreement.

 

Subscription Terms

 

Personal Accounts:

You can upgrade your subscription at any time based on usage but you cannot downgrade your subscription at this time. You may cancel your subscription at any time by emailing billing@scannedmedia.com  Your credit card will be billed monthly in advance for each month of your subscription plan, if you are subject to charges, and fees will accrue even if you are not generating barcodes, your barcodes are not being scanned or you voluntarily deactivate your account. Once you have completed the term of your subscription plan, your subscription will automatically renew every year unless you cancel or upgrade before your subscription plan ends. If you cancel your subscription plan at any time, your account will remain active for a 5 day grace period or for the remainder of your subscription plan if you cancel more than 30 days before its expiration, unless you elect to deactivate your account immediately. You may deactivate your account at any time but in no event does deactivation relieve you of your payment obligations for the term of your subscription plan, if you are subject to such payment obligations.

Payment and Refund Policy

Payment for your subscriptions will be made by a valid credit card accepted by Scanned Media. Checks will not be accepted for subscriptions, some acceptance may apply . Fees are payable in U.S. dollars, unless a local currency is displayed. By selecting the monthly payment option, you authorize Scanned Media to charge your credit card for such amounts on a regular monthly basis and continuing until such time as your account is validly terminated. If Scanned Media is for any reason unable to effect automatic payment via your credit card, Scanned Media will attempt to notify you via email. If within 10 days of this notification we are still unable to effect payment, we reserve the right to disable your account until payment is received. Amounts paid for subscriptions, including prepayments, are not refundable. Scanned Media may be required to collect and remit sales tax from its customers located in state and local jurisdictions where Scanned Media is taxable. Scanned Media will determine your local taxing jurisdiction based on the billing address that you list in your account.

Scanned Media, at its own discretion, may immediately disable your account, without refund, if Scanned Media believes in its sole discretion that you have violated any of the policies listed in these terms.

 

You may terminate your account at any time by emailing Scanned Media Customer Support at billing@scannedmedia.com There are no refunds for any fees paid.  

 

Representations and Acknowledgements

You hereby represent, acknowledge and agree that:

•You will be subject to monthly subscription fees, or other such pricing that you are requesting. For more information on fees, see Section “Subscription Terms” above.

•You may only use Scanned Media for lawful purposes.

•You agree to access and use Scanned Media for the sole purpose of creating 2D Bar Codes for your commercial and business use.

•You are responsible for any authorized or unauthorized collection, storage, disclosure and use of, and access to, personal information of employees, customers or end users who use Scanned Media, the 2D Bar Codes or the Services.

This is an Agreement for services and access to this website and Scanned Media and you are not granted a license to any software by this Agreement.

•You may not use Scanned Media, the 2D Barcodes or the Services:  (a) to modify, adapt, translate or create derivative works of Scanned Media or the 2D Bar Codes; (b) to reverse engineer, disassemble, decompile or otherwise attempt to derive the source code, object code, or underlying structure, ideas, or algorithms for, or any other trade secrets embodied in, Scanned Media; (c) to copy any portion of Scanned Media; (d) (i) to charge any person for access to or use of Scanned Media, or the 2D Bar Codes; (ii) to rent, timeshare, lease, loan, distribute, resell, sublicense or transfer Scanned Media, or the 2D Bar Codes; (iii) to provide services to or for any unrelated third party; or (iv) to otherwise act as a service bureau; (e) to infringe or misappropriate any third party rights, including any trademarks, copyrights, patents, trade secrets, privacy, publicity or other intellectual property rights; (f) to upload, download, link, create, transmit or otherwise communicate any material that (i) violates any law, statute, order, rule, regulation, ordinance or judgment of any governmental authority (collectively, “Applicable Law”) or encourages or promotes any illegal activity; (ii) is otherwise inappropriate for the age of the intended recipient; (iii) libels, slanders or defames any person, facility or product; (iv) is deceptive, constitutes an unfair or improper trade practice or other wrongful business conduct; (v) is threatening; (vi) encourages or promotes racism; (vii) delivers unsolicited email or circumvents protective technologies; (viii) contains any viruses, worms, time bombs, time locks, drop dead devices, traps, access codes, trap door devices or any other code that is designed to disrupt, disable, erase, alter, harm or otherwise impair any mobile phone, computer or other computing device; or (ix) links to any web site or other information that does any of the preceding; (h) use an alias or impersonate any other person; or (i) permit any other person to do any of the preceding.

•In your use of Scanned Media, the 2D Barcodes and the Services, you represent you or your organization accurately and will not impersonate any other person, whether actual or fictitious. Customer represents and warrants that it has the right to use any trademark, trade name, fonts or copyrighted material in any information submitted to Scanned Media, LLC.  Customer agrees to indemnify and hold harmless Scanned Media, LLC, including its reasonable attorney’s fees if it suffers any damages, litigation or threat of litigation due to Customer’s representations or information given to Scanned Media, LLC whether actual or threatened, or directly or partially attributed to the negligence of Customer.

•You will adopt and maintain the Scanned Media Privacy Policy, which may be modified by Scanned Media from time to time. Scanned Media, LLC has no obligation to publish any content that it deems in its sole discretion to be objectionable.  If Scanned Media determines that it is unable to publish the requested content for any reason, any moneys not used at that time will be refunded.

•You will not share account information, authorized user's passwords or other login information with anyone other than individuals authorized by you. Scanned Media will not be liable for any loss that you incur as a result of any other person's use of that account or login information, whether authorized or unauthorized.

Scanned Media LLC shall not be liable to Customer for any failure of the internet, or any technology failure resulting from events beyond the control of Scanned Media, LLC.

You will notify Scanned Media immediately if you discover any unauthorized use of account information, passwords or other login information.

 

Customer acknowledges entering into this agreement without relying on any promises, statements or

representations, warranties, conditions or other inducements, expressed, implied, oral or written, not specifically set forth herein.    Customer may not assign its rights hereunder without prior consent of Scanned Media, LLC, and no such assignment shall relieve Customer of its liability hereunder.

Right to Deactivate or Remove Content

Scanned Media, at its own discretion, may immediately deactivate your Scanned Media account, without refund, if Scanned Media believes in its sole discretion that you have violated any of the policies listed above or this Agreement. Although Scanned Media has no obligation to monitor the content provided by you in connection with the 2D Barcodes, Scanned Media may do so and may deactivate any 2D Barcodes, or prohibit any use of Scanned Media or the Services that Scanned Media believes may be (or is alleged to be) in violation of this Agreement or Applicable Laws. For what it means to have your account and barcodes deactivated, refer to Section entitled “Consequences of Deactivation” below.

Intellectual Property

Scanned Media and its suppliers own all right, title and interest in and to Scanned Media, the 2D Bar Codes and the Data. Scanned Media grants to you an irrevocable, perpetual, royalty free, nonexclusive right to copy, use and make excerpts of the Data only for the commercial and business purpose for which you are creating 2D Bar Codes.

Scanned Media is the exclusive owner of the Scanned Media marks (the “Scanned Media Marks”), their registrations and applications for registration, and their associated goodwill, throughout the world. All use of the Scanned Media Marks will inure to the benefit of Scanned Media. You will not acquire any right, title or interest in or to the Scanned Media Marks. You will not, at any time, (a) directly or indirectly contest, aid others in contesting; (b) use or register any trademark, service mark or trade name that is confusingly similar to any Scanned Media Mark; (c) use any Scanned Media Mark in any way that might prejudice the distinctiveness or validity of that Scanned Media Mark or impair the goodwill of Scanned Media in the Scanned Media Marks; or (d) do anything that might impair the validity of the Scanned Media Marks or Scanned Media's exclusive ownership of the Scanned Media Marks. You will not, and will not authorize any other person, directly or indirectly, to: (x) use any Scanned Media Mark; (y) use any Scanned Media Mark in conjunction with other trademark or trade name, including your trademarks, service marks and trade names; or (z) use any Scanned Media Mark, either individually or in combination with any other mark, as a business name or trade name in the conduct of any portion of your business.

Your Information

In using this website, Scanned Media, or the Services, you may provide information about yourself or your employer (such as name, contact information, or other registration information) to Scanned Media. Scanned Media may use this information and any technical information about your use of the Scanned Media or the Services to communicate separately with you. If you accessed this website or Scanned Media as a result of solicitation by a marketing partner of Scanned Media, Scanned Media may share your information with the marketing partner and the marketing partner may share related information with Scanned Media. Except as described above, Scanned Media will not provide your information, including your contact and account information, to third parties who you have not authorized to receive such information, except as required by law or court order, including without limitation judicial process and law enforcement, or in the good-faith belief that such action is necessary to comply with law or a court order. Scanned Media will never sell or rent the Data to anyone without your permission, and will never utilize the Data for internal marketing or promotional purposes or for any purpose other than providing the Services.  Scanned Media will not, at any time, disclose to any other person, other than its legal and financial advisors, and only if they agree to be bound by this term, the Data that is personally identifiable to you or your end users and customers, except as required by Applicable Law. Scanned Media acknowledges your ownership right in your Data. Nothing in this section will prevent Scanned Media from using the Data in an aggregate, non identifiable form in any way it deems appropriate.

 

Indemnification

 

You hereby agree to defend, indemnify and hold harmless Scanned Media and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that (i) arises from any alleged breach of this Agreement, (ii) arises from the content or effects of any 2D Barcodes you distribute or (iii) otherwise arises from or relates to your use of Scanned Media the Services. In addition, you acknowledge and agree that Scanned Media has the right to seek damages when you use the Scanned Media, the 2D Barcodes or the Services for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages.  In addition, in the event that Scanned Media is required to respond to a third party or law enforcement subpoena that is related to your use of Scanned Media or the Services, Scanned Media may in its sole discretion require you to reimburse Scanned Media for its reasonable expenses associated with complying with such subpoena.

Warranty Disclaimer; Remedies

USE OF SCANNED MEDIA, THE 2D BARCODES AND THE SERVICES AND ANY RELIANCE BY YOU UPON THE FOREGOING, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. SCANNED MEDIA DOES NOT WARRANT THAT SCANNED MEDIA, THE 2D BARCODES OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE FOREGOING. THE 2D BARCODES ARE PROVIDED "AS IS" AND SCANNED MEDIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Your sole and exclusive remedy for any failure or nonperformance of Scanned Media or the 2D Barcodes shall be for Scanned Media to use commercially reasonable efforts to adjust or repair them.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL SCANNED MEDIA OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "SCANNED MEDIA") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF SCANNED MEDIA SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, SCANNED MEDIA IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF SCANNED MEDIA TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR ACCESS TO SCANNED MEDIA AND THE SERVICES AND THE 2D BARCODES IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY SCANNED MEDIA TO YOU IN THAT TWELVE (12) MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

IF ANY DISPUTE ARISES IN REGARD TO THIS AGREEMENT, THE PARTIES AGREE THAT VENUE AND JURISDICTION SHALL BE IN SPOKANE COUNTY, WASHINGTON.  THE PREVAILING PARTY SHALL BE ENTITLED TO ALL COSTS OF COLLECTION INCLUDING A REASONABLE ATTORNEY’S FEE.